00 SPONSOR SUBSTITUTE FOR HOUSE BILL NO. 420 01 "An Act relating to limited liability companies; amending Alaska Rules of Civil 02 Procedure 20 and 24; and providing for an effective date." 03 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 04 * Section 1. AS 10 is amended by adding a new chapter to read: 05 CHAPTER 50. LIMITED LIABILITY COMPANY ACT. 06 ARTICLE 1. PURPOSES AND ACTIVITIES. 07  Sec. 10.50.010. AUTHORIZED PURPOSES. A limited liability company may 08 be organized under this chapter for any lawful purpose. 09  Sec. 10.50.015. COMPLIANCE WITH OTHER LAWS. If an activity of a 10 limited liability company or the purpose for which a limited liability company is 11 organized is subject to another provision of law, the company shall also comply with 12 the other provision of law. 13 ARTICLE 2. NAME; REGISTERED OFFICE AND AGENT; 14 SERVICE OF PROCESS. 01  Sec. 10.50.020. LIMITED LIABILITY COMPANY NAME. (a) The name 02 of a limited liability company stated in the company's articles of organization must 03 contain the words "limited liability company" or the abbreviation "L.L.C.," or "LLC". 04 The word "limited" may be abbreviated as "Ltd.," and the word "company" may be 05 abbreviated as "Co." 06  (b) The name of a city, borough, or village may be used in a limited liability 07 company name; however, the name may not contain the word "city," "borough," or 08 "village" or otherwise imply that the company is a municipality. 09  (c) A person may not adopt a name that contains the words "limited liability 10 company" unless the person is organized under this chapter or is registered as a foreign 11 limited liability company under this chapter. 12  Sec. 10.50.025. DISTINGUISHABLE NAMES. The name of a limited 13 liability company must be distinguishable on the records of the department from 14  (1) the name of a limited liability company, limited partnership, or 15 corporation organized under the laws of this state; 16  (2) the name of a foreign limited liability company that is registered 17 under this chapter; 18  (3) the name of a foreign corporation that is authorized to transact 19 business in this state; 20  (4) a name reserved or registered under AS 10.06.110 - 10.06.145; or 21  (5) a name reserved under AS 10.35 or AS 10.50.030. 22  Sec. 10.50.030. RIGHT TO RESERVE NAME. The exclusive right to use a 23 name may be reserved by a 24  (1) person intending to organize a limited liability company and to 25 adopt the name; 26  (2) person intending to organize a foreign limited liability company and 27 to register under this chapter; 28  (3) limited liability company, or a foreign limited liability company 29 registered under this chapter, that intends to change its name; or 30  (4) foreign limited liability company that intends to register under this 31 chapter and to adopt the name. 01  Sec. 10.50.035. PROCEDURE FOR RESERVING NAME. To reserve a 02 name, a person shall file an application with the department to reserve the name. If 03 the department finds that the person qualifies under AS 10.50.030 to reserve a name 04 and that the name is available for use by a limited liability company or a foreign 05 limited liability company, the department shall reserve the name for the exclusive use 06 of the person for a period of 120 days. 07  Sec. 10.50.040. TRANSFER OF RESERVED NAME. The holder of a right 08 to the exclusive use of a name reserved under AS 10.50.030 may transfer the right to 09 use the name to another person by filing with the department a notice of the transfer. 10 The transfer shall be signed by the holder and must give the name and address of the 11 transferee. 12  Sec. 10.50.045. REGISTERED OFFICE AND REGISTERED AGENT. (a) 13 A limited liability company shall continuously maintain in this state a registered office. 14 The office may be the same as the place of business of the company. 15  (b) A limited liability company shall continuously maintain in this state an 16 agent for the service of process on the company. The agent must be an individual 17 resident of this state, a corporation organized under the laws of this state, or a foreign 18 corporation authorized under the laws of this state to transact business in this state. 19  Sec. 10.50.050. CHANGE OF REGISTERED OFFICE, AGENT, OR AGENT 20 ADDRESS. (a) A limited liability company may change its registered office or 21 agent, or both, by delivering to the department a document stating 22  (1) the name of the company; 23  (2) the address of the company's current registered office; 24  (3) the address of the company's new registered office if the address 25 is to be changed; 26  (4) the name and address of the company's current registered agent; 27  (5) the name and address of the company's successor registered agent 28 or the registered agent's new address if the registered agent or the registered agent's 29 address is to be changed; and 30  (6) that the change is authorized by the manager of the company or, 31 if an operating agreement of the company does not name a manager for the company, 01 by a majority of all the members of the company. 02  (b) A registered agent may change the agent's address by delivering a 03 statement to the department as required by (a) of this section. Only the registered 04 agent's signature is required for the statement authorized by this subsection. The 05 statement must state that a copy of the statement has been mailed to the limited 06 liability company. 07  Sec. 10.50.055. EFFECTIVE DATE OF CHANGE. Except as provided in 08 AS 10.50.060 - 10.50.065, a change of the registered office, agent, or agent address 09 of a limited liability company is effective when the statement required under 10 AS 10.50.050 is filed with the department. 11  Sec. 10.50.060. RESIGNATION OF REGISTERED AGENT. The registered 12 agent of a limited liability company may resign as registered agent by delivering a 13 written notice of the resignation to the department. The department shall mail a copy 14 of the notice to the company at its registered office. The appointment of the registered 15 agent terminates 30 days after the department receives the notice of resignation or the 16 company changes its successor registered agent under AS 10.50.050, whichever event 17 is earlier. 18  Sec. 10.50.065. APPOINTMENT OF COMMISSIONER AS AGENT. (a) If 19 a limited liability company fails to appoint or maintain a registered agent in this state, 20 or if its registered agent cannot, with reasonable diligence, be found at the registered 21 office, the commissioner of commerce and economic development is the agent of the 22 company upon whom the process, notice, or demand may be served. 23  (b) A person may serve the commissioner under (a) of this section by 24  (1) serving on the commissioner or the designee of the commissioner 25 a copy of the process, notice, or demand, with any papers required by law to be 26 delivered in connection with the service, and the fee established by the department by 27 regulation; 28  (2) sending by certified mail to the limited liability company being 29 served a notice that service has been made on the commissioner under this subsection 30 and a copy of the process, notice, or demand and accompanying papers; notice to the 31 limited liability company shall be sent to 01  (A) the address of the last registered office of the company as 02 shown by the records on file with the department; and 03  (B) the address, the use of which the person initiating the 04 proceedings knows or, on the basis of reasonable inquiry, has reason to believe 05 is most likely to result in actual notice; and 06  (3) filing with the appropriate court or other body, as part of the return 07 of service, the return receipt of mailing and an affidavit of the person initiating the 08 proceedings that this section has been complied with. 09  (c) The commissioner shall keep a record of processes, notices, and demands 10 served upon the commissioner under this section. 11  (d) This section does not affect the right to serve process, notice, or demand 12 required or permitted by law to be served upon a limited liability company in another 13 manner permitted by law. 14 ARTICLE 3. ORGANIZATION AND DURATION. 15  Sec. 10.50.070. ORGANIZERS. One or more persons may organize a limited 16 liability company by signing articles of organization and delivering the signed articles 17 to the department for filing. A person who organizes a limited liability company may 18 be a person who is not a member of the company when the company is organized or 19 after the company is organized. 20  Sec. 10.50.075. CONTENTS OF ARTICLES OF ORGANIZATION. The 21 articles of organization must state 22  (1) the name of the limited liability company; 23  (2) the mailing address of the company's registered office and the name 24 and business, residence, or mailing address of the company's registered agent; 25  (3) if an election has been made that the existence of the company will 26 continue until a certain date or event, a statement of the election and the date or event; 27  (4) if applicable, that the company will be managed by the persons 28 named as managers in the articles; and 29  (5) another provision that is consistent with this chapter and the laws 30 of this state and that the persons organizing the company elect to state in the articles 31 of organization for the regulation of the internal affairs of the company. 01  Sec. 10.50.080. EFFECTIVE DATE OF ORGANIZATION. (a) A limited 02 liability company is organized when the articles of organization are delivered to the 03 department for filing under AS 10.50.840 even if the department is not able at the time 04 of delivery to make the determination required under AS 10.50.840(a) for filing. 05  (b) If the articles of organization, as delivered to the department, do not 06 conform to the requirements of this chapter and are not brought into conformity within 07 the time period established by AS 10.50.840(b)(2), the existence of the limited liability 08 company terminates at the end of the time period for conformity. 09  Sec. 10.50.085. ELECTION OF DURATION. (a) If an election to continue 10 the existence of a limited liability company until a certain date or event is made and 11 stated in the articles of organization, the company's existence continues until the date 12 or event unless the company is dissolved under AS 10.50.400 for a reason that can 13 cause dissolution while the election is in effect. 14  (b) An election under (a) of this section may not be revoked unless the 15 election is revoked by the persons, if any, who are identified in the election at the time 16 the election is made as having the power to revoke the election. 17  (c) An election under (a) of this section may expressly limit the membership 18 terminations that can cause dissolution under AS 10.50.400(3). 19  Sec. 10.50.090. CONCLUSIVE EVIDENCE OF COMPLIANCE. A copy of 20 the articles of organization that is stamped "filed" and marked with the filing date is 21 conclusive evidence that the organizers of the limited liability company have complied 22 with all conditions precedent required to be performed by the organizers and that the 23 company has been organized under this chapter. 24 ARTICLE 4. AMENDMENT OF ARTICLES. 25  Sec. 10.50.100. AMENDMENT OF ARTICLES. (a) A limited liability 26 company may amend its articles of organization in any respect if the articles as 27 amended contain only the provisions that are required or permitted by this chapter to 28 be included in the original articles of organization at the time of the amendment. 29  (b) A limited liability company may amend its articles of organization by filing 30 articles of amendment with the department. The articles of amendment must state the 31  (1) name of the company; 01  (2) date the articles of organization were filed; and 02  (3) amendment adopted by the company. 03  Sec. 10.50.105. RESTATEMENT OF ARTICLES. A limited liability 04 company may restate its articles of organization at any time. The company shall file 05 its restated articles with the department. The restated articles of organization must be 06 specifically designated as restated articles in the title to the restated articles and must 07 state, either in the title or in an introductory paragraph, the 08  (1) company's present and, if the name is changed, all of the 09 company's former names; and 10  (2) date of the filing of the company's original articles of organization. 11 ARTICLE 5. MANAGEMENT. 12  Sec. 10.50.110. MANAGEMENT GENERALLY. (a) Except as otherwise 13 provided by this chapter, the members of a limited liability company manage the 14 affairs and make the decisions of the company unless an operating agreement of the 15 company names a manager for the company. Management by the members is subject 16 to a provision in an operating agreement or this chapter limiting or increasing the 17 management rights and duties of the members, including limits or increases placed on 18 a class of members or an individual member. 19  (b) If an operating agreement of a limited liability company names a manager 20 for the company, the manager has the exclusive power to manage the affairs of the 21 company to the extent authorized by the operating agreement. 22  Sec. 10.50.115. APPOINTMENT, REMOVAL, AND REPLACEMENT OF 23 MANAGERS. Except as otherwise provided in an operating agreement of a limited 24 liability company, a manager of the company may not be appointed, removed, or 25 replaced, unless more than one-half of all of the members of the company authorize 26 the appointment, removal, or replacement. 27  Sec. 10.50.120. MANAGER ELIGIBILITY. Unless otherwise provided in an 28 operating agreement of the company, a manager of a limited liability company may 29 be a person who is not an individual or a member of the company. 30  Sec. 10.50.125. TENURE OF MANAGER. Unless otherwise provided in an 31 operating agreement of the company, a manager of a limited liability company holds 01 office until the manager's successor is elected and qualified, unless the manager 02 resigns or is removed earlier. 03  Sec. 10.50.130. LIMITATION OF MEMBER FIDUCIARY DUTY. Unless 04 otherwise provided in an operating agreement of the company, if a person is a member 05 of a limited liability company that is managed by a manager and if the person is not 06 a manager, the person does not have the fiduciary duty of a manager to the company 07 or to the other members of the company when the person acts solely in the capacity 08 of a member. 09  Sec. 10.50.140. DUTY OF MANAGERS AND MANAGING MEMBERS TO 10 ACCOUNT. (a) Unless otherwise provided in an operating agreement of the 11 company, a manager or member of a limited liability company shall account to the 12 company for, and hold as trustee for the company, a profit or other benefit that the 13 manager or member derives without the consent described in (b) of this section if the 14 profit or benefit results from a 15  (1) use by the manager or member of the property of the company, 16 including confidential or proprietary information of the company or other matters 17 entrusted to the manager or member as a result of being a manager or member of the 18 company; or 19  (2) transaction connected with the conduct or winding up of the 20 company. 21  (b) The consent required by (a) of this section is the consent of more than 22 one-half of all of the 23  (1) disinterested managers if an operating agreement of the company 24 names a manager for the company; 25  (2) other members of the company if an operating agreement of the 26 company does not name a manager for the company; or 27  (3) other persons participating in the management or winding up of the 28 company. 29  Sec. 10.50.145. AUTHORIZATION OF COMPANY AFFAIRS. (a) Unless 30 otherwise provided in an operating agreement of the company or by this chapter, if an 31 operating agreement does not name a manager for the company, the consent of more 01 than one-half of all of the members of a limited liability company is required to decide 02 the affairs of the company. 03  (b) Unless otherwise provided in an operating agreement of the company or 04 by this chapter, if an operating agreement of the company names more than one 05 manager for the company, the consent of more than one-half of the number of 06 managers of a limited liability company is required to decide the affairs of the 07 company. 08  (c) Notwithstanding (a) and (b) of this section, and unless otherwise provided 09 in writing in an operating agreement of the company, the consent of all of the 10 members of a limited liability company is required to 11  (1) amend a written operating agreement of the company; or 12  (2) authorize a manager or member to perform an act on behalf of the 13 company that contravenes a written operating agreement of the company, including an 14 act that contravenes a provision of the written operating agreement that expressly limits 15 the purposes, affairs, or conduct of the affairs of the company. 16 ARTICLE 6. ADMISSION AND WITHDRAWAL OF MEMBERS. 17  Sec. 10.50.155. ADMISSION OF MEMBERS. A person may become a 18 member in a limited liability company if the person acquires a limited liability 19 company interest 20  (1) directly from the limited liability company 21  (A) in compliance with an operating agreement of the company; 22 or 23  (B) with the written consent of all of the members of the 24 company if an operating agreement of the company does not provide in writing 25 for acquiring an interest directly from the company; or 26  (2) by assignment of the interest by a company member in compliance 27 with AS 10.50.165. 28  Sec. 10.50.160. EFFECTIVE DATE OF ADMISSION. The effective date of 29 the admission of a member to a limited liability company is the later of the date 30  (1) when the company is organized; 31  (2) established in an operating agreement of the company; or 01  (3) when the person's admission is reflected in the records of the 02 company if an operating agreement of the company does not establish an effective 03 date. 04  Sec. 10.50.165. AUTHORIZATION FOR ASSIGNEE TO BECOME 05 MEMBER. (a) Unless otherwise provided in writing in an operating agreement of the 06 company, an assignee of a limited liability company interest may not become a 07 member unless all other members consent. 08  (b) An operating agreement of the company may specify the manner for 09 evidencing the consent required by (a) of this section. If an operating agreement does 10 not specify in writing the manner for evidencing the consent, the consent is evidenced 11 by a written instrument that is dated and signed by the members. 12  Sec. 10.50.170. RIGHTS, POWERS, AND LIABILITIES OF ASSIGNEE 13 WHO BECOMES A MEMBER. (a) An assignee who becomes a member has, to the 14 extent assigned, the rights and powers of a member under the articles of organization, 15 an operating agreement, and this chapter, and is subject to the restrictions and 16 liabilities of a member under the articles of organization, an operating agreement, and 17 this chapter. 18  (b) In addition to the liabilities imposed under (a) of this section, an assignee 19 of a limited liability company interest who becomes a member of the company is liable 20 for an obligation of the assignor to make a contribution under AS 10.50.280 that is not 21 imposed by the articles of organization, an operating agreement, or otherwise by this 22 chapter. 23  (c) Notwithstanding (a) and (b) of this section, an assignee who becomes a 24 member is not liable for liabilities that are unknown to the assignee when the assignee 25 becomes a member and that cannot be determined from the written records of the 26 company maintained under AS 10.50.870. 27  Sec. 10.50.180. RIGHTS OF ASSIGNOR WHEN ASSIGNEE BECOMES A 28 MEMBER. Unless otherwise provided in writing in an operating agreement of the 29 company, when an assignee of a member's limited liability company interest becomes 30 a member of the company with respect to the assignor's entire interest, the assignor 31 ceases to be a member or to have the power to exercise the rights of a member. 01  Sec. 10.50.185. VOLUNTARY TERMINATION OF MEMBERSHIP. (a) A 02 person's membership in a limited liability company terminates if the person withdraws 03 voluntarily from the company. 04  (b) Unless a written operating agreement of the company provides that a 05 member may not withdraw voluntarily from the company, a member of a limited 06 liability company may withdraw as a member voluntarily at any time by giving 30 07 days' written notice to the other members, or by giving other notice that is established 08 by an operating agreement of the company in writing. 09  Sec. 10.50.190. WITHDRAWAL BEFORE END OF TERM OR 10 UNDERTAKING. Unless otherwise provided in an operating agreement of the 11 company, if a limited liability company has a definite term or particular undertaking, 12 the withdrawal of a member of the company before the end of the term or the 13 accomplishment of the undertaking is a breach of the operating agreement. 14  Sec. 10.50.195. REMEDIES FOR WRONGFUL WITHDRAWAL. (a) If the 15 voluntary withdrawal of a member with the power to withdraw from the company 16 breaches an operating agreement of the company, or if the withdrawal occurs as a 17 result of otherwise wrongful conduct of the member, a limited liability company may 18 recover from the withdrawing member damages that are for the breach of the operating 19 agreement or that result from the wrongful conduct, including the reasonable costs of 20 obtaining replacement of any services the withdrawn member was obligated to 21 perform. 22  (b) A limited liability company may offset the damages authorized under (a) 23 of this section against the amount that is otherwise distributable to the withdrawing 24 member, and may pursue other remedies allowed in an operating agreement of the 25 company or otherwise available under applicable law. 26  Sec. 10.50.205. REMOVAL OF MEMBER. (a) Except as provided in (b) 27 of this section, a person's membership in a limited liability company terminates if the 28 person assigns all of the person's interest in the company and if a majority of the 29 members who have not assigned their interests in the company authorize the removal 30 of the person as a member. 31  (b) If an operating agreement of the company provides in writing for the 01 removal of a member, a person's membership in a limited liability company terminates 02 if the person is removed as a member in the manner and under the circumstances 03 provided in the agreement. 04  Sec. 10.50.210. EFFECT OF DEATH OR INCOMPETENCY ON 05 MEMBERSHIP. Unless otherwise provided in writing in an operating agreement or 06 by the written consent of all of the members at the time, the membership of a member 07 of a limited liability company who is an individual terminates if the member dies, or 08 if a court of competent jurisdiction enters an order adjudicating the member 09 incompetent to manage the member's person or property. 10  Sec. 10.50.215. TERMINATION OF TRUST OR DISTRIBUTION OF 11 INTEREST BY ESTATE MEMBERSHIP. (a) Unless otherwise provided in writing 12 in an operating agreement of the company or by the written consent of all of the 13 members of the company at the time, the limited liability company membership held 14 by a trust or trustee terminates when the trust terminates. In this subsection, 15 "terminates" does not include the substitution of a new trustee. 16  (b) Unless otherwise provided in writing in an operating agreement of the 17 company or by the written consent of all of the members of the company at the time, 18 the limited liability company membership held by an estate terminates when the 19 estate's entire limited liability company interest is distributed by the fiduciary of the 20 estate. 21  Sec. 10.50.220. TERMINATION ON DISSOLUTION OF MEMBER. (a) 22 Unless otherwise provided in writing in an operating agreement of the company or by 23 the written consent of all of the members of the company at the time, a limited 24 liability company membership of a member that is a separate limited liability company 25 terminates when the member dissolves and begins to wind up its affairs. 26  (b) Unless otherwise provided in writing in an operating agreement of the 27 company or by the written consent of all of the members of the company at the time, 28 a limited liability company membership of a member that is a corporation terminates 29 when the corporation is dissolved and 90 days lapse without reinstatement. 30  Sec. 10.50.225. OTHER EVENTS TERMINATING MEMBERSHIP. (a) 31 Unless otherwise provided in writing in an operating agreement of the company or 01 authorized by the written consent of all of the members of the company at the time, 02 a person's membership in a limited liability company terminates when the person 03  (1) makes an assignment for the benefit of creditors; 04  (2) files a voluntary petition in bankruptcy; 05  (3) is adjudicated a bankrupt or insolvent; 06  (4) files a petition or answer seeking for the person a reorganization, 07 arrangement, composition, readjustment, liquidation, dissolution, or similar relief under 08 law; 09  (5) files an answer or other pleading admitting or failing to contest the 10 material allegations of a petition filed against the member in a proceeding in the nature 11 of (1) - (4) of this subsection; or 12  (6) seeks, consents to, or acquiesces in the appointment of a trustee, 13 receiver, or liquidator of the person or of all or a substantial part of the person's 14 property. 15  (b) Unless otherwise provided in writing in an operating agreement of the 16 company or consented to in writing by all of the members of the company at the time, 17 a person's membership in a limited liability company terminates when 18  (1) a proceeding against the person seeking reorganization, 19 arrangement, composition, readjustment, liquidation, dissolution, or similar relief is not 20 dismissed within 120 days after the commencement of the proceeding; or 21  (2) an appointment, without the person's consent, of a trustee, receiver, 22 or liquidator of the person or of all or a substantial part of the person's property is not 23 vacated or stayed within 120 days after the appointment or after the expiration of the 24 stay. 25  (c) The members of a limited liability company may provide in writing in an 26 operating agreement that other events terminate a membership. 27  Sec. 10.50.240. EFFECT OF ELECTION. If an election to continue a limited 28 liability company until a certain date or event is made under AS 10.50.085(a), 29 10.50.185 - 10.50.225(a) and (b) do not apply to the termination of the membership 30 of a member unless the member is also a manager of the company. 31 ARTICLE 7. RELATIONSHIP TO THIRD PARTIES. 01  Sec. 10.50.250. AGENCY POWER OF MEMBERS AND MANAGERS. (a) 02 Except as provided in (b) and (c) of this section, a member of a limited liability 03 company is an agent of the company for the purpose of conducting the company's 04 affairs. A member's act, including the execution of an instrument in the name of the 05 company, that appears to be performed in the usual way of conducting the affairs of 06 the company, binds the company, unless the member does not in fact have the 07 authority to act for the company in the particular matter and the person with whom the 08 member is dealing knows that the member does not have the authority to act for the 09 company in the particular matter. 10  (b) If the articles of organization of a limited liability company name a 11 manager for the company, a member is not, solely by reason of being a member, an 12 agent of the company. 13  (c) If the articles of organization of the limited liability company name a 14 manager for the company, a manager is an agent of a limited liability company for the 15 purpose of conducting its affairs, and a manager's act, including the execution of an 16 instrument in the name of the company, that appears to be performed in the usual way 17 of conducting the affairs of the company binds the company, unless the manager does 18 not in fact have the authority to act for the company in the particular matter and the 19 person with whom the manager is dealing knows that the manager does not have the 20 authority to act for the company in the particular matter. 21  (d) A limited liability company manager's or member's act that does not 22 appear to be performed in the usual way of conducting the affairs of the company does 23 not bind the company, unless the act is authorized by an operating agreement of the 24 company when the act is performed or at another time. 25  (e) A limited liability company manager's or member's act that contravenes 26 a restriction on the manager's or member's authority does not bind the company with 27 regard to persons who know about the restriction. 28  Sec. 10.50.255. ADMISSIONS OF MEMBERS AND MANAGERS. (a) 29 Except as provided in (b) of this section, an admission or representation made by a 30 member of a limited liability company about the affairs of the company is evidence 31 against the company if the admission or representation is within the scope of the 01 member's authority under this chapter. 02  (b) If the articles of organization of a limited liability company name a 03 manager for the company, an admission or representation made by a 04  (1) manager about the affairs of the company is evidence against the 05 company if the admission or representation is within the scope of the manager's 06 authority under this chapter; and 07  (2) member, acting solely in the capacity of a member, is not evidence 08 against the company. 09  Sec. 10.50.260. LIMITED LIABILITY COMPANY CHARGED WITH 10 KNOWLEDGE OF OR NOTICE TO MEMBER OR MANAGER. (a) Except as 11 provided in (b) and (c) of this section, and except for a fraud on the company 12 committed by or with the consent of the member who has the knowledge or receives 13 the notice, the following operate as notice to or knowledge of a limited liability 14 company: 15  (1) notice given to a company member of a matter relating to the 16 affairs of the company; 17  (2) the knowledge of a company member acting in the particular matter, 18 whether acquired while a member or known at the time of becoming a member; and 19  (3) the knowledge of a company member who reasonably could and 20 should have communicated the knowledge to a member acting in the particular matter. 21  (b) If the articles of organization of the company name a manager for the 22 company, the following operate as notice to or knowledge of a limited liability 23 company, except for a fraud on the company committed by or with the consent of the 24 manager who has the knowledge or receives the notice: 25  (1) notice given to a manager of a matter relating to the business or 26 affairs of the limited liability company; 27  (2) the knowledge of the manager acting in the particular matter, 28 acquired while a manager or known at the time of becoming a manager; and 29  (3) the knowledge of a company manager who reasonably could and 30 should have communicated the knowledge to the manager acting in the particular 31 matter. 01  (c) If the articles of organization of the company name a manager for the 02 company, notice to, or the knowledge of, a member of a limited liability company 03 while the member is acting solely in the capacity of a member does not operate as 04 notice to or knowledge of the company. 05  Sec. 10.50.265. LIABILITY OF MEMBERS TO THIRD PARTIES. A person 06 who is a member of a limited liability company is not liable, solely by reason of being 07 a member, under a judgment, decree, or order of a court, or in another manner, for a 08 liability of the company, whether the liability arises in contract, tort, or another form, 09 or for the acts or omissions of another member, manager, agent, or employee of the 10 company. 11 ARTICLE 8. CONTRIBUTIONS. 12  Sec. 10.50.275. CONSIDERATION FOR COMPANY INTERESTS. An 13 interest in a limited liability company may be issued for property, services rendered, 14 or a promissory note or other obligation to contribute property or services. 15  Sec. 10.50.280. LIABILITY FOR CONTRIBUTIONS. (a) Notwithstanding 16 AS 09.25.010 - 09.25.020, a promise by a member of a limited liability company to 17 contribute property or services to the company is not enforceable unless the promise 18 is stated in a writing signed by the member. 19  (b) Unless otherwise provided in an operating agreement of the company, a 20 member of a limited liability company is liable for performing an enforceable promise 21 made to the company to contribute property or services, even if the member is unable 22 to perform because of death, disability, or another reason. 23  (c) If a member of a limited liability company does not make the member's 24 required contribution of property or services, the member shall, at the option of the 25 company, contribute cash equal to that portion of value of the required contribution 26 that has not been made. 27  (d) Unless otherwise provided in writing in an operating agreement of the 28 company, an assignor of a limited liability company interest is not released from the 29 assignor's liability to the company under this section, even if the assignee becomes a 30 member with respect to the assigned interest. 31  Sec. 10.50.285. COMPROMISE OF CONTRIBUTION. Unless otherwise 01 provided in an operating agreement of the company, the obligation of a member to 02 make a contribution to a limited liability company may not be compromised, unless 03 all of the other members consent to the compromise. 04 ARTICLE 9. DISTRIBUTIONS. 05  Sec. 10.50.300. SHARING OF PROFITS. Unless otherwise provided in 06 writing in an operating agreement of the company, a member of a limited liability 07 company shall be repaid the member's contribution to capital and shares equally in the 08 profits and other assets of the company remaining after all liabilities, including 09 liabilities to members, are satisfied. 10  Sec. 10.50.305. INTERIM DISTRIBUTIONS UNDER OPERATING 11 AGREEMENT. If a limited liability company makes an interim distribution of its 12 assets to its members, the company shall make the distribution to the members in the 13 manner provided in writing in an operating agreement of the company. The operating 14 agreement of the company may authorize different interim distributions for different 15 classes of members. 16  Sec. 10.50.310. INTERIM DISTRIBUTIONS WITHOUT OPERATING 17 AGREEMENT. If a written operating agreement of the company does not provide for 18 the interim distribution of the assets of the company, when a limited liability company 19 makes an interim distribution of its assets, the interim distributions to each member of 20 the company shall be equal. 21  Sec. 10.50.315. TIME FOR INTERIM DISTRIBUTIONS. A member of a 22 limited liability company is entitled to receive interim distributions under AS 10.50.305 23 - 10.50.310 at the times or upon the happening of the events specified in an operating 24 agreement of the company, or at the times determined by the members or managers 25 under AS 10.50.145. 26  Sec. 10.50.320. DISTRIBUTIONS WHEN A PERSON CEASES TO BE A 27 MEMBER. (a) Except for termination under AS 10.50.205, when the limited liability 28 company membership of a person terminates and the termination does not cause 29 dissolution of the company, the company shall distribute to the person any distribution 30 that the person was entitled to receive before the person's membership terminated. 31  (b) In addition to a distribution made under (a) of this section, a limited 01 liability company shall distribute to a terminating member the amount of the member's 02 limited liability company interest. If an operating agreement of the company does not 03 provide the amount of the distribution or a method for determining the amount of the 04 distribution, the company shall make the distribution within a reasonable time after 05 termination and the amount of the distribution is the fair value of the member's limited 06 liability company interest as of the date of termination based on the member's right 07 to share in distributions from the company. 08  (c) If an election to continue a limited liability company until a certain date 09 or event is in effect under AS 10.50.085, then (a) and (b) of this section do not apply 10 to the termination of the membership of a member unless the member is also a 11 manager of the company. 12  Sec. 10.50.325. DISTRIBUTION IN KIND. (a) Unless otherwise provided 13 in an operating agreement of the company, a member, regardless of the nature of the 14 member's contribution, may not demand and receive a distribution from a limited 15 liability company in a form other than cash. 16  (b) Unless otherwise provided in an operating agreement of the company, a 17 limited liability company may not compel a member of the company to accept from 18 the company a distribution of a company asset in a form other than cash to the extent 19 that the percentage of the asset distributed to the member exceeds the percentage that 20 the member would have shared in a cash distribution equal to the value of the asset 21 at the time of distribution. 22  Sec. 10.50.330. RIGHT TO DISTRIBUTION. When a member of a limited 23 liability company is entitled to receive a distribution from the company, the member 24 is a creditor of the company with respect to the distribution, and is entitled to all 25 remedies available to a creditor of the company. 26 ARTICLE 10. OWNERSHIP AND TRANSFER OF PROPERTY. 27  Sec. 10.50.350. OWNERSHIP OF COMPANY PROPERTY. (a) Property 28 transferred to or otherwise acquired by a limited liability company is the property of 29 the company and is not the property of the members individually. 30  (b) A limited liability company may acquire, hold, and convey property, 31 including real property, in the name of the company. If a limited liability company 01 acquires an interest in real property, the company may acquire the interest in the name 02 of the company. If a limited liability company acquires an interest in real property in 03 the name of the company, the company holds the title to the interest and not the 04 members individually. 05  Sec. 10.50.355. TRANSFER OF PROPERTY. (a) Except as provided in (c) 06 of this section, a limited liability company may transfer the property of the company 07 that is held in its name if the company uses an instrument of transfer signed by a 08 member of the company in the name of the company. 09  (b) The property of a limited liability company that is held in the name of a 10 member or manager may be transferred by an instrument of transfer signed by the 11 member or manager in whose name the title is held, if the instrument transferring the 12 property to the member or manager indicates that the member or manager is a member 13 or manager of the company or that the company exists, if the name of the company 14 is not indicated on the instrument by which the member or manager holds title. 15  (c) If the articles of organization of the company name a manager for the 16 company, 17  (1) title to limited liability company property that is held in the name 18 of the company may be transferred by an instrument of transfer signed by a manager 19 of the company in the name of the company; and 20  (2) a member, solely by reason of being a member, does not have the 21 authority to transfer the property of a limited liability company. 22  Sec. 10.50.360. RECOVERY OF PROPERTY. A limited liability company 23 may recover property transferred under AS 10.50.355 if the company proves that the 24 execution of the instrument of transfer did not bind the company under AS 10.50.250, 25 unless the property has been transferred by the initial transferee, or by a person 26 claiming through the initial transferee, to a subsequent transferee who gives value 27 without having notice that the person who signed the instrument of initial transfer 28 lacked authority to bind the company. 29  Sec. 10.50.365. TRANSFER FREE OF COMPANY CLAIMS. The property 30 of a limited liability company held in the name of a person other than the company 31 may be transferred by the person free of the claims of the company or the company's 01 members if the transfer is made to a transferee who gives value without having notice 02 that the property is property of the company and the instrument that transfers title to 03 the property to the transferee does not indicate the transferor's capacity as a member 04 or manager of the company or the existence of the company. 05  Sec. 10.50.370. NATURE OF INTEREST IN COMPANY. A limited liability 06 company interest is personal property. 07  Sec. 10.50.375. ASSIGNMENT OF INTEREST IN COMPANY. (a) A 08 person may assign a limited liability company interest in whole or in part. 09  (b) The assignment of a limited liability company interest entitles the assignee 10 to receive, to the extent assigned, only the distributions to which the assignor is 11 entitled. 12  (c) The assignment of a limited liability company interest does not dissolve 13 the company or entitle the assignee to participate in the management and affairs of the 14 company, to become a member, or to exercise the rights of a member. Unless the 15 assignee of the interest becomes a member with respect to the interest, the assignor 16 continues to be a member and may exercise the rights of a member, subject to the 17 members' right to remove the assignor under AS 10.50.205. 18  (d) Unless the assignee becomes a member, an assignee of a limited liability 19 company interest is not liable as a member solely as a result of the assignment. 20  (e) The assignor of a limited liability company interest is not released, solely 21 as a result of the assignment, from the assignor's liability as a member. 22  (f) A written operating agreement may establish terms different from those in 23 (a) - (e) of this section. 24  (g) Unless otherwise provided in an operating agreement of the company, the 25 pledge of, or granting of a security interest, lien, or other encumbrance in or against, 26 a part or all of a member's limited liability company interest is not an assignment 27 under this section and does not terminate the membership or the rights and powers of 28 the member. 29  Sec. 10.50.380. RIGHTS OF JUDGMENT CREDITORS. (a) If a judgment 30 creditor of a limited liability company member applies to a court of competent 31 jurisdiction, the court may charge the member's limited liability company interest for 01 payment of the unsatisfied amount of the judgment. 02  (b) To the extent a limited liability company interest is charged under (a) of 03 this section, the judgment creditor has only the rights of an assignee of the member's 04 interest. 05  (c) This section is not intended to deprive a member of a limited liability 06 company of the benefit of an exemption available to the member under another 07 provision of law and applicable to the member's limited liability company interest. 08  Sec. 10.50.385. POWERS OF ESTATE OF A DECEASED OR 09 INCOMPETENT MEMBER. If a member who is an individual dies or if a court of 10 competent jurisdiction determines the member to be incompetent to manage the 11 member's person or property, the member's executor, administrator, guardian, 12 conservator, or other legal representative has the rights of an assignee of the member's 13 interest. 14  Sec. 10.50.390. POWERS OF DISSOLVED OR TERMINATED ENTITY. 15 If a member who is not an individual terminates or is dissolved, the member's legal 16 representative or successor has the rights of an assignee of the member's interest. 17 ARTICLE 11. DISSOLUTION. 18  Sec. 10.50.400. DISSOLUTION. A limited liability company is dissolved and 19 its affairs shall be wound up if 20  (1) an event occurs that is identified in writing in the articles of 21 organization or an operating agreement as causing dissolution; if an election under 22 AS 10.50.085(a) is in effect, the event does not cause dissolution unless the event is 23 identified in the articles or operating agreement before or at the same time the election 24 is stated in the articles; 25  (2) all of the members of the company consent in writing unless an 26 election under AS 10.50.085(a) is in effect; 27  (3) a person's membership in the company terminates, unless 28  (A) the business of the company is continued by the consent of 29 all of the remaining members on or before the 90th day following the 30 termination of the membership; 31  (B) a written operating agreement provides otherwise; or 01  (C) an election under AS 10.50.085(a) is in effect and 02  (i) the election provides that the termination does not 03 cause the company to dissolve; or 04  (ii) the person whose membership terminates is not a 05 manager of the company; or 06  (4) the superior court enters a decree for judicial dissolution of the 07 company under AS 10.50.405. 08  Sec. 10.50.405. DISSOLUTION BY COURT. On application by or for a 09 member of a limited liability company, the superior court may order the company 10 dissolved if the court determines that it is not reasonably practicable for the company 11 to conduct its affairs in conformity with an operating agreement of the company. 12  Sec. 10.50.410. AUTHORITY TO WIND UP. Unless otherwise provided in 13 writing in an operating agreement, the affairs of a limited liability company may be 14 wound up by the 15  (1) members or managers who have authority under AS 10.50.110 to 16 manage the company before dissolution; or 17  (2) superior court on the application of a member of the company or 18 the member's legal representative or assignee if 19  (A) a member or manager identified in (1) of this subsection 20 has engaged in wrongful conduct; or 21  (B) other cause is shown. 22  Sec. 10.50.415. ACTS OF WINDING UP. Unless otherwise provided in 23 writing in an operating agreement of the company, a person winding up the affairs of 24 a limited liability company may, in the name of, and for and on behalf of, the 25 company, 26  (1) prosecute and defend court actions; 27  (2) settle and close the affairs of the company; 28  (3) dispose of and transfer the property of the company; 29  (4) discharge the liabilities of the company; and 30  (5) distribute to the members the assets of the company. 31  Sec. 10.50.420. AGENCY POWER OF MANAGER OR MEMBER AFTER 01 DISSOLUTION. (a) Except as provided in (b) - (d) of this section, after dissolution 02 of a limited liability company, a member having authority to wind up the company's 03 affairs can bind the company by an act that 04  (1) is appropriate for winding up the company's affairs or completing 05 transactions unfinished at dissolution; or 06  (2) would have bound the company if the company had not been 07 dissolved, if the other party to the transaction does not have notice of the dissolution; 08 in this paragraph, filing the articles of dissolution is presumed to constitute notice of 09 the dissolution. 10  (b) A member's act that is not binding on the limited liability company under 11 (a) of this section binds the company if the act is otherwise authorized by the 12 company. 13  (c) A member's act that violates a restriction on the member's authority does 14 not bind the member's limited liability company with regard to a person who knows 15 about the restriction, even if the member's act would otherwise be binding under (a) 16 of this section or is otherwise authorized. 17  (d) If the articles of organization of a limited liability company name a 18 manager to manage the company, a member does not have the authority to bind the 19 company if the member is acting solely in the capacity of a member, and a manager 20 of the company can bind the company by an act that 21  (1) is appropriate for winding up the company's affairs or completing 22 transactions unfinished at dissolution; or 23  (2) would have bound the company if the company had not been 24 dissolved if the other party to the transaction does not have notice of the dissolution; 25 in this paragraph, filing the articles of dissolution is presumed to constitute notice of 26 the dissolution. 27  Sec. 10.50.425. DISTRIBUTION OF ASSETS. Upon the winding up of a 28 limited liability company, the assets of the company shall be distributed in the 29 following manner and order of priority: 30  (1) payment, or adequate provision for payment, to creditors, including, 31 to the extent permitted by law, members who are creditors and not covered by (2) of 01 this section, in satisfaction of the liabilities of the company; 02  (2) unless otherwise provided in writing in an operating agreement of 03 the company, payment to members or former members in satisfaction of the company's 04 liabilities for distributions under AS 10.50.305 - 10.50.320; 05  (3) unless otherwise provided in writing in an operating agreement of 06 the company, to members and former members in the following order of priority: 07  (A) for the return of their contributions; and 08  (B) in proportion to the members' respective rights to share in 09 distributions from the company before dissolution. 10  Sec. 10.50.430. ARTICLES OF DISSOLUTION. After the dissolution of a 11 limited liability company under AS 10.50.400, the limited liability company may file 12 articles of dissolution with the department. The articles must state 13  (1) the name of the company; 14  (2) the date of filing of the company's articles of organization and of 15 any amendments to the articles of organization; 16  (3) the reason for filing the articles of dissolution; 17  (4) the effective date, which must be a specific date, of the articles of 18 dissolution if the articles of dissolution are not to be effective when filed; and 19  (5) other information determined appropriate by the members or 20 managers filing the articles. 21  Sec. 10.50.435. KNOWN CLAIMS AGAINST DISSOLVED LIMITED 22 LIABILITY COMPANY. (a) Upon dissolution, a limited liability company may 23 dispose of the known claims against it by filing articles of dissolution under 24 AS 10.50.430 and following the procedures described in this section. 25  (b) A dissolved limited liability company shall notify its known claimants in 26 writing of the dissolution at any time after the effective date of dissolution. The written 27 notice must 28  (1) describe the information that must be included in the claim; 29  (2) provide a mailing address where the claim may be sent; 30  (3) state the deadline, which may not be fewer than 120 days after the 31 later of the date of the written notice or the filing of articles of dissolution under 01 AS 10.50.430, for the company to receive the claim; and 02  (4) state that the claim is barred if it is not received by the company 03 by the deadline. 04  (c) A claim against a limited liability company is barred if a claimant 05  (1) who was given written notice under (b) of this section does not 06 deliver the claim to the company by the deadline; or 07  (2) whose claim is rejected by the company does not begin a 08 proceeding to enforce the claim within 90 days after the date of the rejection notice. 09  (d) In this section, "claim" does not include a contingent liability or a claim 10 based on an event occurring after the effective date of dissolution. 11  Sec. 10.50.440. UNKNOWN CLAIMS AGAINST DISSOLVED LIMITED 12 LIABILITY COMPANY. (a) If a limited liability company publishes a newspaper 13 notice in accordance with (b) of this section and files articles of dissolution under 14 AS 10.50.430, the following claims are barred unless the claimant commences a 15 proceeding to enforce the claim against the company within three years after the later 16 of the publication date of the newspaper notice or the filing of the articles of 17 dissolution: 18  (1) a claim by a claimant who did not receive written notice under 19 AS 10.50.435; 20  (2) a claim sent within the time allowed if the company does not act 21 on the claim; 22  (3) a claim that is contingent or based on an event occurring after the 23 effective date of dissolution. 24  (b) The notice published under (a) of this section shall be published once in 25 a newspaper of general circulation in the judicial district where the company's 26 principal office, or its registered office if it does not have a principal office in this 27 state, is located in this state, and must 28  (1) describe the information that must be included in a claim; 29  (2) provide a mailing address where the claim may be sent; 30  (3) state that a claim against the company is barred unless a proceeding 31 to enforce the claim is begun within three years after the publication of the notice; and 01  (4) request that persons with claims against the company present them 02 in writing to the company as provided in the notice. 03  (c) A claim may be enforced under this section 04  (1) against the company to the extent of the company's undistributed 05 assets; or 06  (2) if the company's assets have been distributed in liquidation, against 07 a member of the company to the extent of the member's pro rata share of the claim 08 or of the assets of the company distributed to the member in liquidation, whichever is 09 less; a member's total liability for all claims under this section may not exceed the 10 total amount of assets of the company that are distributed to the member. 11 ARTICLE 12. MERGER AND CONSOLIDATION. 12  Sec. 10.50.500. AUTHORITY FOR MERGER OR CONSOLIDATION. 13 Unless otherwise provided in writing in an operating agreement of the company, and 14 subject to the law applicable to the other limited liability company, a limited liability 15 company may merge or consolidate with or into a limited liability company or a 16 foreign limited liability company. 17  Sec. 10.50.505. CONVERSION OF RIGHTS AND INTERESTS. The rights 18 of or interests in a limited liability company that is a party to a merger or 19 consolidation may be exchanged for or converted into cash, property, obligations, 20 rights or interests in the surviving or resulting limited liability company. 21  Sec. 10.50.510. APPROVAL OF MERGER OR CONSOLIDATION. (a) 22 Unless otherwise provided in writing in an operating agreement of the company, a 23 limited liability company may not approve a proposed merger or consolidation unless 24 the merger or consolidation is approved by all of the members of the company. 25  (b) A foreign limited liability company that is a party to a proposed merger 26 or consolidation may not approve the merger or consolidation unless the merger or 27 consolidation is approved in the manner and by the vote required by the law applicable 28 to the foreign limited liability company. 29  (c) A party to a merger or consolidation under this chapter may abandon the 30 merger or consolidation as provided in the merger or consolidation agreement. 31  Sec. 10.50.515. DELIVERY OF ARTICLES OF MERGER OR 01 CONSOLIDATION. The limited liability company that survives or results from a 02 merger or consolidation under this chapter shall file with the department articles of 03 merger or consolidation signed by each limited liability company that is a party to the 04 merger or consolidation. 05  Sec. 10.50.520. CONTENTS OF ARTICLES OF MERGER OR 06 CONSOLIDATION. The articles of merger or consolidation required by AS 10.50.515 07 must state 08  (1) the name of each limited liability company that is a party to the 09 merger or consolidation; 10  (2) the jurisdiction where each limited liability company that is a party 11 to the merger or consolidation was organized; 12  (3) that an agreement of merger or consolidation has been approved and 13 signed by each limited liability company that is a party to the merger or consolidation; 14  (4) the name of the surviving or resulting limited liability company; 15  (5) the future effective date, which must be a specific date, of the 16 merger or consolidation if the merger or consolidation is not effective when the articles 17 are filed; 18  (6) that the agreement of merger or consolidation is on file at a place 19 of business of the surviving or resulting limited liability company and the address of 20 its place of business; 21  (7) that a copy of the agreement of merger or consolidation will be 22 furnished by the surviving or resulting limited liability company on request and 23 without cost to a person holding an interest in a limited liability company that is a 24 party to the merger or consolidation; 25  (8) if the surviving or resulting limited liability company is not 26 organized under the laws of this state, a statement that the surviving or resulting 27 limited liability company 28  (A) agrees that it may be served with process in this state in a 29 proceeding to enforce an obligation of a company that is a party to the merger 30 or consolidation and that was organized under the laws of this state, and to 31 enforce an obligation of the surviving or resulting company; 01  (B) appoints the department as its agent for service of process 02 in an enforcement proceeding under (A) of this paragraph; and 03  (C) the address to which a copy of the process may be mailed 04 to the surviving or resulting company by the department. 05  Sec. 10.50.525. EXECUTION OF ARTICLES OF MERGER OR 06 CONSOLIDATION. Articles of merger or consolidation shall be signed by a limited 07 liability company that is a party to the merger or consolidation. 08  Sec. 10.50.530. EQUIVALENT TO ARTICLES OF DISSOLUTION. Articles 09 of merger or consolidation constitute articles of dissolution for a limited liability 10 company that is not the surviving or resulting limited liability company in the merger 11 or consolidation. 12  Sec. 10.50.535. EFFECTIVE DATE OF MERGER OR CONSOLIDATION. 13 A merger or consolidation under AS 10.50.500 - 10.50.565 takes effect upon the later 14 of the effective date of the filing of the articles of merger or consolidation or an 15 effective date stated in the articles of merger or consolidation. 16  Sec. 10.50.540. USE OF MERGER OR CONSOLIDATION AGREEMENT 17 TO AMEND OR ADOPT OPERATING AGREEMENT. (a) An agreement of merger 18 or consolidation approved under AS 10.50.510 may amend an operating agreement of 19 a limited liability company or adopt a new operating agreement for the company if the 20 company is the surviving or resulting limited liability company in the merger or 21 consolidation. 22  (b) An approved agreement of merger or consolidation may provide that the 23 operating agreement of a limited liability company that is a party to the merger or 24 consolidation, including a limited liability company organized for the purpose of 25 consummating a merger or consolidation, is the operating agreement of a limited 26 liability company that is the surviving or resulting limited liability company. 27  (c) An amendment to an operating agreement or the adoption of a new 28 operating agreement under this section is effective when the merger or consolidation 29 is effective. 30  (d) This subsection is not intended to limit the accomplishment of a merger 31 or of a matter referred to in this section by other means provided for in an operating 01 agreement or in another agreement or as otherwise permitted by law. 02  Sec. 10.50.545. GENERAL EFFECTS OF MERGER OR CONSOLIDATION. 03 (a) When a merger or consolidation becomes effective, the limited liability companies 04 that are parties to a merger or consolidation agreement become a single limited 05 liability company that, in the case of a merger, is the limited liability company named 06 in the plan of merger as the surviving limited liability company, and, in the case of a 07 consolidation, is the limited liability company named in the plan of consolidation as 08 the resulting limited liability company. 09  (b) When a merger or consolidation becomes effective, a limited liability 10 company that is a party to the merger or consolidation agreement and that is not the 11 surviving or resulting limited liability company ceases to exist. 12  (c) The surviving limited liability company of a merger or the limited liability 13 company resulting from a consolidation possesses all the rights, privileges, immunities, 14 and powers of each limited liability company that is a party to the merger or 15 consolidation agreement and is subject to all the restrictions, disabilities, and duties of 16 each limited liability company that is a party to the merger or consolidation to the 17 extent the rights, privileges, immunities, powers, franchises, restrictions, disabilities, 18 and duties apply to the type of limited liability company that is the surviving limited 19 liability company or the resulting limited liability company. 20  Sec. 10.50.550. EFFECT OF MERGER OR CONSOLIDATION ON 21 PROPERTY OF COMPANIES. (a) The real and personal property, the debts due, 22 including promises to make capital contributions and subscriptions for shares, other 23 choses in action, and the other interests of the limited liability companies that are 24 parties to a merger or consolidation belong to the surviving or resulting limited 25 liability company without further action by the companies. 26  (b) The title to real property, including interests in real property, that belongs 27 to a limited liability company that is a party to a merger or consolidation does not 28 revert and is not in any way impaired because of the merger or consolidation. 29  Sec. 10.50.555. EFFECT OF MERGER OR CONSOLIDATION ON 30 LIABILITIES. (a) The surviving or resulting limited liability company in a merger 31 or consolidation is liable for the liabilities of the limited liability companies that are 01 parties to the merger or consolidation. 02  (b) A claim, action, or other proceeding that exists at the time of the merger 03 or consolidation and that is pending by or against a limited liability company that is 04 a party to a merger or consolidation may be pursued as if the merger or consolidation 05 had not taken place, or the surviving or resulting limited liability company may be 06 substituted in the claim, action, or other proceeding. 07  Sec. 10.50.560. RIGHTS OF CREDITORS. The rights of creditors and liens 08 on the property of a limited liability company that is a party to a merger or 09 consolidation are not impaired by the merger or consolidation. 10  Sec. 10.50.565. CONVERSION AT MERGER OR CONSOLIDATION. (a) 11 Upon a merger or consolidation, the limited liability company interests that are to be 12 converted or exchanged into interests, cash, obligations, or other property under the 13 terms of a merger or consolidation agreement are converted as provided by the merger 14 or consolidation agreement. 15  (b) Upon a merger or consolidation, the former holders of interests converted 16 under (a) of this section have the rights provided in the merger or consolidation 17 agreement or otherwise provided by law. 18  Sec. 10.50.590. DEFINITION. In AS 10.50.500 - 10.50.590, "limited liability 19 company" means a limited liability company organized under this chapter or a foreign 20 limited liability company. 21 ARTICLE 13. FOREIGN LIMITED LIABILITY COMPANIES. 22  Sec. 10.50.600. GOVERNING LAW. (a) Subject to the constitution of this 23 state, the law of the state or other jurisdiction under which a foreign limited liability 24 company is organized governs the organization and internal affairs of the company and 25 the liability and authority of its managers and members. 26  (b) The department may not deny registration to a foreign limited liability 27 company because of differences between the law of this state and the law of the state 28 or other jurisdiction under which the foreign limited liability company is organized. 29  Sec. 10.50.605. REGISTRATION REQUIRED. Before conducting affairs in 30 this state, a foreign limited liability company shall register with the department. To 31 register, the company shall deliver to the department an application for registration as 01 a foreign limited liability company. 02  Sec. 10.50.610. EXECUTION OF REGISTRATION APPLICATION. An 03 application for registration filed by a foreign limited liability company under 04 AS 10.50.605 shall be signed by a person who is authorized by the law of the state or 05 other jurisdiction where the company was organized to sign the application. 06  Sec. 10.50.615. CONTENTS OF REGISTRATION APPLICATION. An 07 application for the registration of a foreign limited liability company must state 08  (1) the name of the foreign limited liability company and, if different, 09 the name the company proposes to use in this state; 10  (2) the state or other jurisdiction where the company was organized, 11 and date of its organization; 12  (3) the name and address of the company's registered agent; 13  (4) that the department is appointed the agent of the company for 14 service of process if the foreign limited liability company fails to appoint or maintain 15 a registered agent under AS 10.50.635; 16  (5) the address of the office required by the state or other jurisdiction 17 of the company's organization to be maintained in that state or other jurisdiction, or, 18 if the state or other jurisdiction does not require an office to be maintained in that state 19 or other jurisdiction, the principal office of the company; and 20  (6) that the company is a foreign limited liability company. 21  Sec. 10.50.620. NAME. The department may not file the application for 22 registration of a foreign limited liability company unless the name of the company 23 satisfies the requirements of AS 10.50.020 - 10.50.025. If the name under which a 24 foreign limited liability is organized in the state or other jurisdiction of its organization 25 does not satisfy the requirements of AS 10.50.020 - 10.50.025, the company may 26 register under AS 10.50.605 if the company uses a designated name that is available 27 to the company under this chapter and that satisfies the requirements of AS 10.50.020 - 10.50.025. 28  Sec. 10.50.625. AMENDMENT OF REGISTRATION. A foreign limited 29 liability company may amend its registration by filing articles of amendment with the 30 department that are signed by a person who has the authority to sign them under the 31 law of the state or other jurisdiction of the company's organization. 01  Sec. 10.50.630. CONTENTS OF ARTICLES OF AMENDMENT. (a) The 02 articles of amendment filed by a foreign limited liability company must state the 03  (1) name of the company; 04  (2) date the original application for registration was filed; and 05  (3) amendment. 06  (b) The application for registration may be amended in any way if the 07 application for registration as amended contains only provisions that this chapter allows 08 to be contained in an application for registration at the time of amendment. 09  Sec. 10.50.635. REGISTERED AGENT. A foreign limited liability company 10 shall continuously maintain in this state an agent for the service of process on the 11 company. The agent must be an individual resident of this state, a corporation 12 organized under the laws of this state, or a foreign corporation authorized to transact 13 business in this state. 14  Sec. 10.50.640. CHANGE OF REGISTERED AGENT OR AGENT 15 ADDRESS. (a) A foreign limited liability company may change its registered agent 16 or the agent's address by delivering to the department a document stating the 17  (1) name of the company; 18  (2) name and address of the company's current registered agent; and 19  (3) name and address of the company's successor registered agent or 20 the registered agent's new address if the registered agent or the registered agent's 21 address is to be changed. 22  (b) The registered agent of a foreign limited liability company may change its 23 address by delivering a statement to the department as required by (a) of this section, 24 except that only the registered agent's signature is required. The statement must state 25 that a copy of the statement has been mailed to the foreign limited liability company. 26  Sec. 10.50.645. EFFECTIVE DATE OF CHANGE. Except as provided in 27 AS 10.50.650 and 10.50.680, a change of the registered agent or the address of the 28 registered agent of a foreign limited liability company is effective when the statement 29 required under AS 10.50.640 is filed with the department. 30  Sec. 10.50.650. RESIGNATION OF REGISTERED AGENT. The registered 31 agent of a foreign limited liability company may resign as the registered agent by 01 delivering a written notice of the resignation to the department. The department shall 02 mail a copy of the notice to the company at its registered office. The appointment of 03 the registered agent terminates 30 days after the registered agent receives the notice 04 of resignation or the company changes its registered agent under AS 10.50.640, 05 whichever event is earlier. 06  Sec. 10.50.655. AUTHORITY TO CANCEL REGISTRATION. A foreign 07 limited liability company registered in this state may cancel its registration by filing 08 an application for cancellation with the department. 09  Sec. 10.50.660. CONTENTS OF APPLICATION FOR CANCELLATION. 10 An application for cancellation filed by a foreign limited liability company must state 11  (1) the name of the company and the state or other jurisdiction where 12 the company was organized; 13  (2) that the company is not conducting affairs in this state; 14  (3) that the company cancels its registration in this state; 15  (4) that the company revokes the authority of its registered agent for 16 service of process in this state and consents that service of process may subsequently 17 be made on the company by service on the commissioner for a cause of action arising 18 in this state during the time the company was registered in this state; and 19  (5) an address for mailing a copy of a process to the company. 20  Sec. 10.50.665. FORM, MANNER, AND EXECUTION OF APPLICATION 21 FOR CANCELLATION. The application for cancellation must be in the form and 22 manner designated by the department and shall be signed on behalf of the foreign 23 limited liability company by 24  (1) a person with authority to sign the application under the law of the 25 state or other jurisdiction of its organization; or 26  (2) if the company is controlled by a receiver, trustee, or other 27 court-appointed fiduciary, by the receiver, trustee, or other fiduciary. 28  Sec. 10.50.670. EFFECT OF CANCELLATION OF REGISTRATION. The 29 cancellation of a registration under this chapter does not terminate the authority of the 30 commissioner to accept service of process on the foreign limited liability company 31 with respect to causes of action arising out of the company's conduct of affairs in this 01 state. 02  Sec. 10.50.675. CONDUCTING AFFAIRS WITHOUT REGISTRATION. (a) 03 A foreign limited liability company conducting affairs in this state may not maintain 04 an action or other proceeding in a court of this state until it has registered in this state. 05  (b) The failure of a foreign limited liability company to register in this state 06 does not 07  (1) impair the validity of a contract or act of the company; 08  (2) affect the right of another party to a contract of the company to 09 maintain an action or proceeding on the contract; or 10  (3) prevent the company from defending an action or other proceeding 11 in a court of this state. 12  Sec. 10.50.680. APPOINTMENT OF COMMISSIONER FOR SERVICE OF 13 PROCESS. A foreign limited liability company that conducts affairs in this state 14 without registration appoints the commissioner as its agent for service of process with 15 respect to a cause of action arising out of conducting affairs in this state. 16  Sec. 10.50.685. SERVICE ON COMMISSIONER. (a) A person may serve 17 the commissioner under AS 10.50.660(4) or 10.50.680 in the manner provided under 18 AS 10.50.065(b). 19  (b) The commissioner shall keep a record of processes, notices, and demands 20 served upon the commissioner under this section. 21  (c) This section does not affect the right to serve process, notice, or demand 22 required or permitted by law to be served upon a limited liability company in another 23 manner permitted by law. 24  Sec. 10.50.690. LIABILITY FOR FEES AND PENALTIES. A foreign limited 25 liability company that conducts affairs in this state without registration is liable to the 26 department for the following fees and penalties for the full or partial years when it 27 conducts affairs in this state without registration: 28  (1) the fees that would have been imposed by this chapter on the 29 company if the company had been registered under this chapter; or 30  (2) the penalties imposed by this chapter. 31  Sec. 10.50.700. CIVIL PENALTY. (a) A foreign limited liability company 01 that conducts affairs in this state without registration is subject to a civil penalty 02 payable to the state not to exceed $10,000 for each calendar year, including a partial 03 year, the company conducts affairs in this state without being registered under this 04 chapter. 05  (b) The civil penalty imposed in (a) of this section may be recovered in an 06 action brought in the superior court by the attorney general. 07  Sec. 10.50.710. INJUNCTIVE RELIEF. (a) Upon application to the court, 08 if a court finds that a foreign limited liability company has conducted affairs in this 09 state in violation of this chapter, the court may issue, in addition to imposing a civil 10 penalty, an injunction restraining the company from conducting further affairs in this 11 state and from further exercising the company's rights and privileges in this state. 12  (b) An injunction issued under (a) of this section may continue until the civil 13 penalties, interest, and court costs assessed by the court have been paid and until the 14 foreign limited liability company otherwise complies with this chapter. 15  Sec. 10.50.715. NONLIABILITY OF MEMBER OR MANAGER. A member 16 or manager of a foreign limited liability company is not liable for the debts and 17 obligations of the company solely because the company conducts affairs in this state 18 without registration. 19  Sec. 10.50.720. TRANSACTIONS NOT CONSTITUTING CONDUCTING 20 AFFAIRS. The activities of a foreign limited liability company that are not considered 21 to be conducting affairs in this state for the purposes of AS 10.50.600 - 10.50.720 22 include 23  (1) maintaining, defending, or settling a court action or other 24 proceeding or a claim; 25  (2) holding meetings of the members or managers of the company; 26  (3) maintaining bank accounts; 27  (4) selling through independent contractors; 28  (5) soliciting or obtaining orders, whether by mail or through 29 employees, agents, or other methods, if the orders require acceptance outside this state 30 before the orders become contracts; 31  (6) creating as borrower or lender, or acquiring, indebtedness or 01 mortgages or other security interests in real or personal property; 02  (7) securing or collecting debts, or enforcing rights in property securing 03 debts; 04  (8) conducting an isolated transaction that is completed within 30 days 05 and that is not part of a course of repeated transactions of a similar nature; or 06  (9) conducting affairs in interstate commerce. 07 ARTICLE 14. SUITS BY AND AGAINST LIMITED 08 LIABILITY COMPANIES. 09  Sec. 10.50.730. ACTIONS AGAINST COMPANIES. A court action may be 10 brought by or against a limited liability company. The court action may be brought 11 in the name of the company. 12  Sec. 10.50.735. AUTHORITY TO SUE ON BEHALF OF COMPANY. (a) 13 Unless otherwise provided in an operating agreement of the company, a person may 14 not bring a court action on behalf of a limited liability company in the name of the 15 company unless the person is authorized under (b) or (c) or this section to bring the 16 action. 17  (b) Whether or not an operating agreement names a manager for the company, 18 a member of a limited liability company may bring a court action on behalf of the 19 company in the name of the company if the member is authorized to bring the action 20 by more than one-half of all of the members of the company who are eligible to 21 consent to the authorization, unless all of the members are required under 22 AS 10.50.145(c) for the authorization. When determining whether all members 23 consent under AS 10.50.145, the total number of all members does not include a 24 member who has an interest in the outcome of the action that is adverse to the interest 25 of the company and the member with the adverse interest is excluded from determining 26 the authorization. 27  (c) A manager of a limited liability company may bring a court action on 28 behalf of the company in the name of the company if the manager is authorized to 29 bring the action by the consent required under AS 10.50.145 of the members eligible 30 to consent to the authorization. When determining the number of managers required 31 to consent under AS 10.50.145, the number does not include a manager who has an 01 interest in the outcome of the action that is adverse to the interest of the company and 02 the manager with the adverse interest is excluded from determining the authorization. 03  Sec. 10.50.740. EFFECT OF LACK OF AUTHORITY TO SUE. The lack of 04 authority of a member or manager of a limited liability company to bring a court 05 action on behalf of a limited liability company may not be asserted by the company 06 as a defense to the action or basis for bringing a subsequent action on the same cause 07 of action. 08 ARTICLE 15. MISCELLANEOUS PROVISIONS. 09  Sec. 10.50.800. LIABILITY OF MANAGERS AND MEMBERS. (a) Unless 10 otherwise provided in an operating agreement of the company, a member or manager 11 of a limited liability company is not liable to the company or to the members of the 12 company for damages or other relief for an act or a failure to act on behalf of the 13 company unless the act or failure to act amounts to gross negligence or wilful 14 misconduct. 15  (b) An operating agreement of a limited liability company may limit or 16 eliminate the personal liability of a manager or member of the company for a breach 17 of a duty of the manager or member under AS 10.50.130 - 10.50.140 or (a) of this 18 section. 19  Sec. 10.50.805. INDEMNIFICATION OF MEMBERS AND MANAGERS. 20 An operating agreement of a limited liability company may authorize the company to 21 indemnify a person who is a member or manager of the company for judgments, 22 settlements, penalties, fines, or expenses incurred by the person in a proceeding if the 23 person is made a party to the proceeding because of the person's status as a member 24 or manager of the company. 25  Sec. 10.50.810. MEMBERS AS PARTIES TO ACTIONS. A member of a 26 limited liability company is not a proper party to a proceeding by or against the 27 company solely because the member is a member of the company, unless otherwise 28 provided in an operating agreement of the company or unless the object of the 29 proceeding is to enforce the member's right against or liability to the company. 30  Sec. 10.50.820. COMPANY CERTIFICATES. An operating agreement of a 31 limited liability company may authorize the company to issue a certificate as evidence 01 of a limited liability company interest. An operating agreement may also authorize 02 and provide for the assignment or transfer of the interest represented by the certificate. 03  Sec. 10.50.830. SUBMISSION OF DOCUMENTS TO DEPARTMENT. 04 When a document is required or allowed to be delivered to or filed with the 05 department under this chapter, the person delivering the document shall deliver to the 06 department the required fee, the original signed document, and an exact copy of the 07 document. 08  Sec. 10.50.840. FILING OF DOCUMENTS BY DEPARTMENT. (a) If the 09 department determines that a document filed under this chapter conforms to the filing 10 requirements of this chapter, the department shall 11  (1) mark on the original signed document and on the exact copy the 12 word "filed" and the date and time of the document's acceptance for filing; 13  (2) retain the original signed document in the department's files; and 14  (3) return the exact copy to the person who filed the document or to 15 the person's representative. 16  (b) Except as otherwise provided in this chapter, if the department is unable 17 to determine that a document conforms to the filing requirements of this chapter when 18 the document is delivered to the department for filing, the department shall file the 19 document and the document is considered to have been filed at the time of delivery 20 if the department subsequently determines that the document 21  (1) as delivered conforms to the filing requirements of this chapter; or 22  (2) has been brought into conformity with the filing requirements of 23 this chapter within 30 days after the department notifies the person who filed the 24 document, or the person's representative. 25  (c) The department may not file a document if the requirements of this section 26 are not met. 27  Sec. 10.50.850. EXECUTION OF DOCUMENTS. (a) Unless otherwise 28 provided in this chapter, a document required by this chapter to be filed with the 29 department by or for a limited liability company shall be signed by 30  (1) a manager of the company if an operating agreement of the 31 company names a manager for the company; 01  (2) a member of the company if an operating agreement does not name 02 a manager for the company; 03  (3) a person organizing the company if the company is not organized; 04  (4) the fiduciary if the company is controlled by a receiver, trustee, or 05 other court-appointed fiduciary. 06  (b) A person signing a document filed with the department under this chapter 07 shall state beneath or opposite the signature the person's name and the capacity in 08 which the person signs. 09  (c) A person signing a document filed with the department under this chapter 10 may sign as an attorney-in-fact, but is not required to provide or file with the 11 department a document authorizing the person to act as attorney-in-fact for the signing 12 of a document. 13  Sec. 10.50.855. EXECUTION BY JUDICIAL ACT. A person who is 14 adversely affected by the failure or refusal of a person to sign articles or other 15 documents to be filed under this chapter, to file with the department articles or other 16 documents to be filed with the department under this chapter, or to file articles or other 17 documents may petition the superior court in the judicial district where the registered 18 office of the limited liability company or foreign limited liability company is located 19 to direct the signing or filing of the articles or other documents. If the court finds that 20 it is proper for the articles or other documents to be signed or filed and that there has 21 been failure or refusal to sign or file the documents, the court shall order the 22 department to file the appropriate articles or other documents. 23  Sec. 10.50.860. FILING AND OTHER FEES. The department shall charge 24 fees established by the department by regulation adopted under AS 44.62 25 (Administrative Procedure Act) for 26  (1) filing the original articles of organization; 27  (2) filing articles of amendment; 28  (3) filing articles of merger or consolidation; 29  (4) filing articles of dissolution; 30  (5) issuing a document not otherwise covered by this section; 31  (6) furnishing a copy of a document; 01  (7) accepting an application for reservation of a name, or filing a notice 02 of the transfer or cancellation of a name reservation; 03  (8) filing a statement of change of address for a registered office or 04 registered agent; 05  (9) accepting service of a notice, demand, or process upon the 06 department; 07  (10) filing the application for registration of a foreign limited liability 08 company; or 09  (11) filing another document allowed or required under this chapter. 10  Sec. 10.50.870. MAINTENANCE OF RECORDS. Unless otherwise provided 11 in writing in an operating agreement, a limited liability company shall keep at its 12 principal place of business 13  (1) current and past lists that state in alphabetical order the full name 14 and last known mailing address of every member and manager of the company; 15  (2) a copy of the company's articles of organization and amendments 16 to the articles, including a signed copy of a power of attorney used by a person who 17 signed articles of amendment for the company; 18  (3) a copy of the company's federal, state, and local income tax returns 19 and financial statements, if any, for the three most recent years or, if the returns and 20 statements are not prepared, a copy of the information and statements provided to, or 21 that should have been provided to, the members to enable the members to prepare their 22 federal, state, and local tax returns for the three-year period; 23  (4) a copy of any effective written operating agreement of the company, 24 amendments to the agreement, and former written operating agreements; 25  (5) unless contained in writing in an operating agreement, 26  (A) a document stating the amount of cash contributed by a 27 member of the company, the agreed value of other property or services 28 contributed by a member, and when a member is to make additional 29 contributions; 30  (B) a document stating the events, if any, that cause the 31 company to be dissolved and its affairs wound up; and 01  (C) other documents that an operating agreement requires the 02 company to prepare. 03  Sec. 10.50.875. INSPECTION OF RECORDS. If a member of a limited 04 liability company makes a reasonable request to inspect or copy the records of the 05 company, the member may, at the member's own expense, inspect and copy the 06 records during ordinary business hours. 07  Sec. 10.50.880. DISCLOSURE OF INFORMATION. The members of a 08 limited liability company, if an operating agreement of the company does not name a 09 manager for the company, or the manager of the company, if an operating agreement 10 names a manager for the company, shall provide, to the extent just and reasonable 11 under the circumstances, true and full information of all matters that affect the 12 members of a company to a member or to the legal representative of a deceased 13 member or a member under a legal disability. 14  Sec. 10.50.890. FAILURE TO MAINTAIN RECORDS OR INFORMATION. 15 The failure of a limited liability company to maintain a record or information required 16 to be maintained under this chapter does not make a member or manager liable for the 17 debts or other obligations of the company. 18 ARTICLE 16. GENERAL PROVISIONS. 19  Sec. 10.50.900. REGULATIONS. In addition to the regulations the 20 department is required to adopt under this chapter, the department may adopt other 21 regulations under AS 44.62 (Administrative Procedure Act) to implement this chapter. 22  Sec. 10.50.910. INTERSTATE APPLICATION. A limited liability company 23 that is organized and existing under this chapter may conduct its affairs and exercise 24 the powers granted by this chapter in another jurisdiction, subject to the laws of that 25 jurisdiction. 26  Sec. 10.50.920. RULES OF CONSTRUCTION. (a) It is the policy of this 27 chapter to give maximum effect to the principle of freedom of contract and to the 28 enforceability of operating agreements. 29  (b) The rule that statutes in derogation of the common law are to be strictly 30 construed does not apply to this chapter. 31  Sec. 10.50.990. DEFINITIONS. In this chapter, unless the context indicates 01 otherwise, 02  (1) "articles of organization" means the articles of organization filed 03 under AS 10.50.070 and the articles as amended or restated; 04  (2) "commissioner" means the commissioner of commerce and 05 economic development; 06  (3) "corporation" means a corporation organized under the laws of this 07 or another state, or of this or another country; 08  (4) "department" means the Department of Commerce and Economic 09 Development; 10  (5) "filed," unless expressly provided otherwise, means filed with the 11 department; 12  (6) "foreign limited liability company" means an organization that is 13  (A) not incorporated; 14  (B) organized under the law of a state other than this state, or 15 under the law of a foreign country; 16  (C) organized under a statute that affords to each of its 17 members limited liability regarding the liabilities of the organization; and 18  (D) not required to be registered under a statute of this state 19 other than this chapter; 20  (7) "interim distribution" means a distribution of the assets of a limited 21 liability company to the company's members, except as provided under AS 10.50.320 22 and 10.50.425; 23  (8) "know" means to have actual knowledge or to know other facts that 24 demonstrate bad faith in the circumstances; this definition applies also to the 25 derivatives of "know," including "known," "unknown," and "knowledge"; 26  (9) "limited liability company" or "domestic limited liability company" 27 means an organization organized under this chapter; 28  (10) "limited liability company interest" means an interest in a limited 29 liability company issued under AS 10.50.275; 30  (11) "limited partnership" means a limited partnership organized under 31 AS 32.11 or under the law of another state or a foreign country; 01  (12) "manager" means a person named in an operating agreement of 02 a limited liability company to manage the company; 03  (13) "member" means a person who has been admitted to membership 04 in a limited liability company under AS 10.50.155 - 10.50.160 and whose membership 05 has not terminated under AS 10.50.180 - 10.50.185 or 10.50.205 - 10.50.225; 06  (14) "operating agreement" means a written or oral agreement among 07 all of the members of a limited liability company about conducting the affairs of the 08 company; 09  (15) "property" includes cash; 10  (16) "state" means a state, territory, or possession of the United States, 11 and includes the District of Columbia, the Commonwealth of Puerto Rico, the Northern 12 Mariana Islands, Guam, the Virgin Islands, American Samoa, and the Trust Territory 13 of the Pacific Islands. 14  Sec. 10.50.995. SHORT TITLE. This chapter may be cited as the Alaska 15 Limited Liability Act. 16  * Sec. 2. AS 10.06.105(c) is amended to read: 17  (c) A person may not adopt a name that contains the word "corporation", 18 "incorporated", or "limited", or an abbreviation of one of these words, unless the 19 person has been issued a certificate of incorporation, or, in the case of a foreign 20 corporation, a certificate of authority, by the commissioner. This subsection does not 21 prohibit a limited liability company or a limited partnership from using the word 22 "limited" or an abbreviation of "limited" in its name. 23 * Sec. 3. AMENDMENT OF COURT RULES. AS 10.50.810, enacted by sec. 1 of this 24 Act, amends 25 (1) Alaska Rule of Civil Procedure 20 because it effectively prohibits the 26 joinder of limited liability company members as parties in certain civil actions; and 27 (2) Alaska Rule of Civil Procedure 24 because it effectively prohibits the 28 intervention of limited liability company members as parties in certain civil actions. 29 * Sec. 4. This Act takes effect January 1, 1995.