00 HOUSE BILL NO. 122 01 "An Act relating to the required reports, required fees, and other aspects of for-profit 02 corporations, cooperative corporations, nonprofit corporations, corporations formed 03 under AS 10.40, limited liability companies, and limited liability partnerships; and 04 providing for an effective date." 05 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 06  * Section 1. AS 10.06.633(a) is amended to read: 07 (a) A corporation may be dissolved involuntarily by the commissioner if 08 (1) the corporation is delinquent six months in filing its status 09 [BIENNIAL] report or in paying its [BIENNIAL] corporation tax or a penalty; 10 (2) the corporation has failed for 30 days to appoint and maintain a 11 registered agent in the state; 12 (3) the corporation has failed for 30 days after change of its registered 13 office or registered agent to file in the office of the commissioner a statement of the 14 change; 01 (4) the corporation has failed for two years to complete dissolution 02 under a certificate of election under AS 10.06.608 to dissolve; 03 (5) a vacancy on the board of the corporation is not filled within six 04 months or the next annual meeting, whichever occurs first; 05 (6) a misrepresentation of material facts has been made in the 06 application, report, affidavit, or other document submitted under this chapter; or 07 (7) the corporation is 90 days delinquent in filing notice of change of 08 an officer, director, alien affiliate, or five percent shareholder, as required by this 09 chapter. 10  * Sec. 2. AS 10.06.743 is amended to read: 11 Sec. 10.06.743. Revocation of certificate of authority. A certificate of 12 authority of a foreign corporation to transact business in this state may be revoked by 13 the commissioner when 14 (1) the corporation fails to file its status [BIENNIAL] report within 15 the time required by this chapter, or fails to pay fees, corporation taxes, or penalties 16 prescribed in this chapter when they are due and payable; 17 (2) the corporation fails to appoint and maintain a registered agent in 18 this state; 19 (3) the corporation fails, after change of its registered office or 20 registered agent, to file with the commissioner a statement of the change as required 21 by this chapter; 22 (4) the corporation fails to file with the department an amendment to 23 its articles of merger within the time prescribed by this chapter; 24 (5) a misrepresentation of a material matter has been made in an 25 application, report, affidavit, or other document submitted under this chapter; or 26 (6) the corporation is a party to an illegal combination in restraint of 27 trade. 28  * Sec. 3. AS 10.06.745 is amended to read: 29 Sec. 10.06.745. Limitations on revocation of certificate of authority. The 30 commissioner may not revoke a certificate of authority of a foreign corporation unless 31 the 01 (1) commissioner has given the corporation at least 60 days' [DAYS] 02 notice by certified mail addressed to its registered office in this state; and 03 (2) corporation fails before revocation to file the status [BIENNIAL] 04 report, or pay the fees, corporation taxes, or penalties, or file the required statement of 05 change of registered agent or registered office, or file the articles of merger, or correct 06 the misrepresentation. 07  * Sec. 4. AS 10.06.805 is amended to read: 08 Sec. 10.06.805. Status [BIENNIAL] report of domestic and foreign  09 corporations. A domestic corporation and a foreign corporation authorized to transact 10 business in this state shall file a status [BIENNIAL] report within the time prescribed 11 by this chapter. 12  * Sec. 5. AS 10.06.808 is amended to read: 13 Sec. 10.06.808. Contents of status [BIENNIAL] report. A status 14 [BIENNIAL] report must set out 15 (1) the name of the corporation and the state or country where it is 16 incorporated; 17 (2) the address of the registered office of the corporation in this state, 18 and the name of its registered agent in this state at that address, and, in the case of a 19 foreign corporation, the address of its principal office in the state or country where it is 20 incorporated; 21 (3) a brief statement of the character of the business in which the 22 corporation is engaged in this state and the codes from the identification code 23 established under AS 10.06.870 that most closely describe the activities in which the 24 corporation is engaged in this state; 25 (4) the names and addresses of the directors and officers of the 26 corporation; 27 (5) a statement of the aggregate number of shares that the corporation 28 has authority to issue, itemized by classes, par value of shares, shares without par 29 value, and series, if any, within a class; 30 (6) a statement of the aggregate number of issued shares itemized by 31 classes, par value of shares, shares without par value, and series, if any, within a class; 01 (7) the name and address of each alien affiliate, the percentage of 02 outstanding shares controlled by each alien affiliate, and a specific description of the 03 nature of the relationship between the corporation and its alien affiliates, or that there 04 is no alien affiliate; 05 (8) the name and address of each person owning at least five percent of 06 the shares, or five percent of any class of shares as of September 30 of the fourth 07 [SECOND] year of the four year [BIENNIAL] reporting period, and the percentage 08 of the shares or class of shares owned by that person. 09  * Sec. 6. AS 10.06.811(a) is amended to read: 10 (a) A status [BIENNIAL] report of a domestic or foreign corporation shall be 11 filed with the department every four years and is due before January 2 of the filing 12 year. A domestic corporation filing articles of incorporation and a foreign corporation 13 receiving a certificate of authority during an even-numbered year must file the status 14 [BIENNIAL] report every other [EACH] even-numbered year. A domestic 15 corporation filing articles of incorporation and a foreign corporation receiving a 16 certificate of authority during an odd-numbered year must file the status [BIENNIAL] 17 report every other [EACH] odd-numbered year. The status [BIENNIAL] report is 18 delinquent if not filed before February 1 of each filing [ODD OR EVEN] year as 19 provided in this section. Delinquent returns are subject to the penalty in AS 10.06.815. 20  * Sec. 7. AS 10.06.811(d) is amended to read: 21 (d) Upon receipt of a form from the commissioner, a domestic or foreign 22 corporation shall [MUST] file a status [BIENNIAL] report within six months after 23 original incorporation or authorization to transact business in this state. 24  * Sec. 8. AS 10.06.813 is amended to read: 25 Sec. 10.06.813. Filing notice of change of officers, directors, five percent  26 shareholders, and alien affiliates. (a) In the event of a change of an officer, director, 27 or alien affiliate of a corporation during the first year of the [BIENNIAL] reporting 28 period or a change in a five percent shareholder before September 30 of the first year 29 of the [BIENNIAL] reporting period, the corporation shall file a notice of change 30 amending the status [BIENNIAL] report of the corporation before the following 31 January 2. 01 (b) The notice shall be filed with the commissioner and shall state the name 02 and current mailing address of each director, officer, five percent shareholder, or alien 03 affiliate not included in the corporation's last filed status [BIENNIAL] report, and the 04 name of the person replaced and the office held. The notice shall be signed by the 05 president or vice-president of the corporation. 06  * Sec. 9. AS 10.06.815 is amended to read: 07 Sec. 10.06.815. Penalty for failure to file status [BIENNIAL] report. A 08 domestic or foreign corporation that fails or refuses to file a status [BIENNIAL] 09 report within the time set by this chapter is subject to a penalty of 10 percent of the 10 amount of the corporation tax assessed against it for the period beginning January 1 of 11 the year for which the report should have been filed. The commissioner shall assess 12 the penalty at the time of the assessment of the corporation tax. If the amount of the 13 corporation tax as originally assessed is adjusted in accordance with this chapter, the 14 amount of the penalty shall also be adjusted to 10 percent of the amount of the 15 adjusted corporation tax. The amount of the corporation tax and the amount of the 16 penalty must [SHALL] be separately stated in a notice to the corporation. 17  * Sec. 10. AS 10.06.833 is amended to read: 18 Sec. 10.06.833. Payments and filing for withdrawal of foreign corporation.  19 A foreign corporation that has been issued a certificate of authority under 20 AS 10.06.705 may withdraw from this state upon payment of all [BIENNIAL] 21 corporation taxes and penalties due at the time of desired withdrawal and by filing 22 with the department an application for a certificate of withdrawal signed by its proper 23 officers and under its corporate seal. The fee for filing the application with the 24 commissioner shall be established by the department by regulation. 25  * Sec. 11. AS 10.06.838 is amended to read: 26 Sec. 10.06.838. Payments and filing required for certificate of dissolution  27 of foreign corporation. If a foreign corporation desires to file a certificate of 28 dissolution from the state of its incorporation, it shall file the certificate, signed by the 29 proper state officer, under seal, upon payment of all [BIENNIAL] corporation taxes 30 and penalties due to this state at the time of dissolution. The filing fee for the 31 certificate of dissolution shall be established by the department by regulation. 01  * Sec. 12. AS 10.06.845 is amended to read: 02 Sec. 10.06.845. Corporation [BIENNIAL CORPORATION] tax; penalty  03 for nonpayment. (a) A domestic corporation and a foreign corporation doing business 04 in this state or having its articles of incorporation on file with the department shall, 05 before January 2 of each filing year, pay to the commissioner a [BIENNIAL] 06 corporation tax as follows: domestic corporation, $200 [$100]; foreign corporation, 07 $400 [$200]. A corporation that fails to pay the [BIENNIAL] corporation tax before 08 February 1 of the filing year must pay to the commissioner a penalty of $25 for each 09 year or part of a year of delinquency. 10 (b) Proof to the satisfaction of the commissioner that on or before February 1 11 the corporation tax or status report was deposited in the United States mail in a 12 sealed envelope, properly addressed, with postage prepaid, is compliance with (a) of 13 this section. 14 (c) Corporate entities organized under AS 10.20 are not required to pay the 15 [BIENNIAL] corporation tax imposed by this section. 16  * Sec. 13. AS 10.06.848(a) is amended to read: 17 (a) A domestic or foreign corporation may not commence a suit, action, or 18 proceeding in a court in this state without alleging and proving at the time it 19 commences the suit, action, or proceeding that it has paid its [BIENNIAL] corporation 20 tax last due and has filed its status [BIENNIAL] report for the last reporting period. A 21 certificate of the payment of the [BIENNIAL] corporation tax and filing of the status 22 [BIENNIAL] report is prima facie evidence of the payment of the corporation tax and 23 the filing of the status [BIENNIAL] report. The commissioner shall issue the 24 certificate or a duplicate for a fee established by the department by regulation. 25  * Sec. 14. AS 10.06.850 is amended to read: 26 Sec. 10.06.850. Suits to compel tax payment; exemption from corporation  27 tax. The commissioner may institute a suit in the name of the state to enforce the 28 payment of a [BIENNIAL] corporation tax. Corporate entities organized under 29 AS 10.20 and foreign corporations organized under the laws of the United States or 30 the laws of a state or territory of the United States or the laws of a foreign country for 31 the same purposes as those allowed under AS 10.20 are exempt from the payment of 01 the [BIENNIAL] corporation tax. 02  * Sec. 15. AS 10.06.853 is amended to read: 03 Sec. 10.06.853. Failure to pay tax as evidence of inability to meet maturing  04 debts and liabilities. Failure of a corporation to pay the [BIENNIAL] corporation tax 05 for a period of one year after the date when payment first becomes due is prima facie 06 evidence of the inability of a corporation to meet maturing debts and liabilities that 07 may be shown under AS 10.06.360 by the state, a private person, or a corporation. 08  * Sec. 16. AS 10.06.855 is amended to read: 09 Sec. 10.06.855. Payments to be made in advance. Fees and charges provided 10 for in this chapter, including the [BIENNIAL] corporation tax, shall be paid in 11 advance. 12  * Sec. 17. AS 10.06.990(14) is amended to read: 13 (14) "corporation tax" means the [BIENNIAL] corporation tax 14 imposed under AS 10.06.845 [ALASKA LAW] on corporations; 15  * Sec. 18. AS 10.06.990 is amended by adding new paragraphs to read: 16 (51) "filing year" means the year set in AS 10.06.811 for filing a status 17 report; 18 (52) "status report" means the status report required by AS 10.06.805. 19  * Sec. 19. AS 10.15.320 is amended to read: 20 Sec. 10.15.320. Status [BIENNIAL] report. (a) Each cooperative shall file 21 with the department before July 2 of the reporting year a status [BIENNIAL] report 22 signed by a principal officer or the general manager setting out 23 (1) its name and the address of its principal place of business in the 24 state; 25 (2) the name of its registered agent and address of its registered office; 26 (3) the names and addresses of its principal officers and its general 27 manager, if any; 28 (4) a statement of the aggregate number of shares that the cooperative 29 may issue, itemized by classes, par value of shares, and shares without par value; 30 (5) a statement of the aggregate number of shares subscribed, but not 31 paid up, itemized by classes, par value of shares, and shares without par value; 01 (6) a statement of the aggregate number of paid-up shares, itemized by 02 classes, par value of shares, and shares without par value; 03 (7) for cooperatives established without capital stock, the status 04 [BIENNIAL] report must [SHALL] contain a statement of [AS TO] the amount of the 05 membership fee and a statement of [AS TO] the number of memberships that 06 [WHICH] are issued; 07 (8) a brief statement of the character of the business in which the 08 cooperative is engaged in this state. 09 (b) A domestic cooperative filing its articles of incorporation and a foreign 10 cooperative receiving a certificate of authority during an even-numbered year shall 11 [MUST] file the status [BIENNIAL] report before July 2 of every other [EACH] 12 even-numbered year. A cooperative filing its articles of incorporation or receiving its 13 certificate of authority during an odd-numbered year shall [MUST] file the status 14 [BIENNIAL] report before July 2 of every other [EACH] odd-numbered year. 15  * Sec. 20. AS 10.15.325 is amended to read: 16 Sec. 10.15.325. Status [BIENNIAL] reports. The status [BIENNIAL] report 17 shall be made on forms furnished by the department. The information contained in the 18 status [BIENNIAL] report shall be given as of June 30 of the reporting year. The 19 status [BIENNIAL] report is delinquent if not filed before August 1 of the reporting 20 [EACH ODD OR EVEN] year as provided in this section. A corporation that is 21 delinquent is subject to involuntary dissolution under AS 10.15.505. 22  * Sec. 21. AS 10.15.330 is amended to read: 23 Sec. 10.15.330. Acceptance of status [BIENNIAL] reports by department.  24 If the department finds that the status [BIENNIAL] report conforms to the 25 requirements of this chapter, it shall accept it. If the status [BIENNIAL] report does 26 not conform to the requirements of this chapter, the department shall return it to the 27 cooperative for necessary corrections, in which event the penalties prescribed in this 28 chapter for failure to file the statement within the time provided in AS 10.15.325 do 29 not apply [,] if the statement is corrected to conform to the requirements of this 30 chapter and returned to the department within 60 days after the report has been 31 returned to the cooperative. 01  * Sec. 22. AS 10.15.331 is amended to read: 02 Sec. 10.15.331. Filing notice of change of officer or director. (a) In the event 03 of a change of an officer or director of a corporation during the year following the 04 filing of the status [BIENNIAL] report, the corporation shall file notice of change 05 amending that status report before July 2 of that year. 06 (b) The notice shall be filed in the office of the commissioner and must state 07 the name and current address of a director or officer not stated in the corporation's last 08 filed status [BIENNIAL] report, and the name of the person replaced and the office 09 held. The notice shall be signed by an officer of the corporation. 10  * Sec. 23. AS 10.15.530 is amended to read: 11 Sec. 10.15.530. License [BIENNIAL LICENSE] fee. Each cooperative not 12 organized and operated for nonprofit religious, charitable, cemetery, or educational 13 purposes shall pay to the department a [BIENNIAL] license fee every four years. The 14 fee shall be paid before July 2 of the reporting year. 15  * Sec. 24. AS 10.15.550 is amended to read: 16 Sec. 10.15.550. Penalty. A cooperative that fails to pay the [ANNUAL] 17 license fee required by AS 10.15.530 before August 15 of the reporting year shall 18 pay a penalty of $10 for each year or part of a year of delinquency after the license  19 fee was due. 20  * Sec. 25. AS 10.15.595 is amended by adding new paragraphs to read: 21 (12) "reporting year" means the year that a status report is due under 22 AS 10.15.320(b); 23 (13) "status report" means the status report required by AS 10.15.320. 24  * Sec. 26. AS 10.20.325 is amended to read: 25 Sec. 10.20.325. Grounds for involuntary dissolution. A corporation may be 26 dissolved involuntarily by the commissioner when it is established that 27 (1) the corporation has failed to file its status [BIENNIAL] report 28 within the time required by this chapter; 29 (2) the corporation procured its articles of incorporation through fraud; 30 (3) the corporation has continued to exceed or abuse the authority 31 conferred upon it by law; 01 (4) the corporation has failed for 30 days to appoint and maintain a 02 registered agent in the state; 03 (5) the corporation has failed for 30 days after change of its registered 04 office or registered agent to file in the office of the commissioner a statement of the 05 change; 06 (6) the corporation has failed, within the time required by this chapter, 07 to revoke or complete a plan of voluntary dissolution; or 08 (7) the corporation is 90 days delinquent in filing a notice of change of 09 an officer or director as required by this chapter. 10  * Sec. 27. AS 10.20.345 is amended to read: 11 Sec. 10.20.345. Removal of ground for dissolution. If the corporation, within 12 the time required by this chapter, files its status [BIENNIAL] report or appoints or 13 maintains a registered agent as provided in this chapter, [OR] files with the 14 commissioner the required statement of change of registered office or registered agent, 15 or revokes or concludes a plan of voluntary dissolution, the commissioner's authority 16 to involuntarily dissolve the corporation ceases. 17  * Sec. 28. AS 10.20.585 is amended to read: 18 Sec. 10.20.585. Grounds for revocation of certificate of authority. The 19 certificate of authority of a foreign corporation to transact business in the state may be 20 revoked by the commissioner when 21 (1) the corporation fails to file its status [BIENNIAL] report within 22 the time required by this chapter, or fails to pay fees or penalties prescribed in this 23 chapter when they are due and payable; 24 (2) the corporation fails to appoint and maintain a registered agent in 25 this state; 26 (3) the corporation fails, after change of its registered office or 27 registered agent, to file with the commissioner a statement of the change as required 28 by this chapter; 29 (4) the corporation fails to file with the department an amendment to 30 its articles of incorporation or articles of merger within the time prescribed by this 31 chapter; 01 (5) a misrepresentation has been made of a material matter in an 02 application, report, affidavit, or other document submitted under this chapter; or 03 (6) the corporation is 90 days delinquent in filing a notice of change of 04 an officer or director as required by this chapter. 05  * Sec. 29. AS 10.20.590 is amended to read: 06 Sec. 10.20.590. Limitations on revocation of certificate of authority. The 07 commissioner may not revoke a certificate of authority of a foreign corporation unless 08 (1) the commissioner has given the corporation at least 60 days' notice 09 by mail addressed to its registered office in the state; and 10 (2) the corporation fails, before revocation, to file the status 11 [BIENNIAL] report, [OR] pay the fees, [OR] file the required statement of change of 12 registered agent or registered office, [OR] file the articles of amendment or articles of 13 merger, or correct the misrepresentation. 14  * Sec. 30. AS 10.20.620 is amended to read: 15 Sec. 10.20.620. Status [BIENNIAL] report of domestic and foreign  16 corporations. Each domestic corporation and each foreign corporation authorized to 17 transact business in the state shall file a status [BIENNIAL] report within the time 18 prescribed by this chapter. The information contained in the status [BIENNIAL] 19 report shall be given as of June 30 of the reporting year. 20  * Sec. 31. AS 10.20.625 is amended to read: 21 Sec. 10.20.625. Contents of status [BIENNIAL] report. The status 22 [BIENNIAL] report must set out 23 (1) the name of the corporation and the state or country where it is 24 incorporated; 25 (2) the address of the registered office of the corporation in the state, 26 [AND] the name of its registered agent in the state at that address, and, in the case of a 27 foreign corporation, the address of its principal office in the state or country where it is 28 incorporated; 29 (3) a brief statement of the character of the business in which the 30 corporation is engaged in the state; 31 (4) the names and addresses of the directors and officers of the 01 corporation; 02 (5) the real and personal property assets of the corporation. 03  * Sec. 32. AS 10.20.630(a) is amended to read: 04 (a) The status [BIENNIAL] report of a domestic or foreign corporation shall 05 [MUST] be delivered to the commissioner before July 2 of the reporting year. A 06 domestic corporation filing its articles of incorporation and a foreign corporation 07 receiving a certificate of authority during an even-numbered year shall [MUST] file 08 the status [BIENNIAL] report before July 2 of every other [EACH] even-numbered 09 year. A corporation filing its articles of incorporation or receiving its certificate of 10 authority during an odd-numbered year shall [MUST] file the status [BIENNIAL] 11 report before July 2 of every other [EACH] odd-numbered year. The status 12 [BIENNIAL] report is delinquent if not filed before August 1 of every other [EACH] 13 odd or even year as provided in this section. Corporations with delinquent 14 [DELINQUENT] returns are subject to the penalties [PENALTY] prescribed in 15 AS 10.20.325 and 10.20.645. 16  * Sec. 33. AS 10.20.631 is amended to read: 17 Sec. 10.20.631. Filing notice of change of officers or directors. (a) In the 18 event of a change of an officer or director during the year following the filing of the 19 status [BIENNIAL] report, the corporation shall [MUST] file a notice of change 20 amending the report before July 2 of that year. 21 (b) The notice shall [MUST] be filed in the office of the commissioner and 22 must state the name and current address of a director or officer not stated in the 23 corporation's last filed status [BIENNIAL] report, and the name of the person 24 replaced and the office held. The notice shall [MUST] be signed by an officer of the 25 corporation. 26  * Sec. 34. AS 10.20.635(a) is amended to read: 27 (a) The commissioner shall establish by regulation and charge and collect fees 28 for filing 29 (1) articles of incorporation and issuing a certificate of incorporation; 30 (2) articles of amendment and issuing a certificate of amendment; 31 (3) restated articles of incorporation and issuing a restated certificate of 01 incorporation; 02 (4) articles of merger or consolidation and issuing a certificate of 03 merger or consolidation; 04 (5) a statement of change of address of registered office or change of 05 registered agent, or both; 06 (6) articles of dissolution; 07 (7) an application of a foreign corporation for a certificate of authority 08 to conduct affairs in this state and issuing a certificate of authority; 09 (8) an application of a foreign corporation for an amended certificate 10 of authority to conduct affairs in this state and issuing an amended certificate of 11 authority; 12 (9) a copy of an amendment to the articles of incorporation of a foreign 13 corporation holding a certificate of authority to conduct affairs in this state; 14 (10) a copy of articles of merger of a foreign corporation holding a 15 certificate of authority to conduct affairs in this state; 16 (11) an application for withdrawal of a foreign corporation and issuing 17 a certificate of withdrawal; 18 (12) any other statement or report, including a status [BIENNIAL] 19 report, of a domestic or foreign corporation. 20  * Sec. 35. AS 10.20.645(a) is amended to read: 21 (a) A domestic or foreign corporation that fails or refuses to file its status 22 [BIENNIAL] report for any required reporting period within the time prescribed by 23 this chapter is subject to a penalty of $5 to be assessed by the commissioner. 24  * Sec. 36. AS 10.20.920 is amended by adding a new paragraph to read: 25 (10) "status report" means the status report required by AS 10.20.620. 26  * Sec. 37. AS 10.40.105 is amended to read: 27 Sec. 10.40.105. Asset [BIENNIAL] report. A corporation formed under this 28 chapter shall file an asset [A BIENNIAL] report every four years with the 29 commissioner of commerce, community, and economic development setting out the 30 real and personal property assets of the corporation. 31  * Sec. 38. AS 10.40.150(a) is amended to read: 01 (a) The commissioner, upon 60 days' [DAYS] notice to the corporation, may 02 involuntarily dissolve a corporation formed under this chapter [,] for 03 (1) failure to file within 60 days after [OF] the close of the calendar 04 year the asset report required by [MENTIONED IN] AS 10.40.105; 05 (2) failure to comply with AS 10.40.130(a); and 06 (3) failure for six months to pay any fee or penalty required by this 07 chapter. 08  * Sec. 39. AS 10.50.408(a) is amended to read: 09 (a) A limited liability company may be dissolved involuntarily by the 10 commissioner if 11 (1) the company is delinquent six months in filing its status 12 [BIENNIAL] report or in paying a fee or a penalty; 13 (2) the company has failed for 30 days to appoint and maintain a 14 registered agent in the state; 15 (3) the company has failed for 30 days after change of its registered 16 office or registered agent to file in the office of the commissioner a statement of the 17 change; or 18 (4) a misrepresentation of material facts has been made in the 19 application, report, affidavit, or other document submitted under this chapter. 20  * Sec. 40. AS 10.50.650(a) is amended to read: 21 (a) The registration of a foreign limited liability company authorizing the 22 company to conduct affairs in this state may be revoked by the commissioner if 23 (1) the company fails to file its status [BIENNIAL] report within the 24 time established by this chapter, or fails to pay fees or penalties established by this 25 chapter when they are due and payable; 26 (2) the company fails to appoint and maintain a registered agent in this 27 state; 28 (3) the company fails, after change of its registered office or registered 29 agent, to file with the commissioner a statement of the change as required by this 30 chapter; or 31 (4) a misrepresentation of a material matter has been made in an 01 application, report, affidavit, or other document submitted under this chapter. 02  * Sec. 41. AS 10.50.750 is amended to read: 03 Sec. 10.50.750. Status [BIENNIAL] report required. A limited liability 04 company and a foreign limited liability company conducting affairs in this state shall 05 file a status [BIENNIAL] report within the time established by this chapter. 06  * Sec. 42. AS 10.50.755 is amended to read: 07 Sec. 10.50.755. Contents of status [BIENNIAL] report. A status 08 [BIENNIAL] report must set out 09 (1) the name of the company and the state or country where it is 10 organized; 11 (2) the address of the registered office of the company in this state, and 12 the name of its registered agent in this state at that address, and, in the case of a 13 foreign limited liability company, the address of its principal office in the state or 14 country where it is organized; 15 (3) the names and addresses of the managers of the company, or, if the 16 company is not managed by a manager, the names and addresses of the members of 17 the company; 18 (4) the name and address of each person owning at least a five percent 19 interest in the company and the percentage of interest owned by that person in the 20 company. 21  * Sec. 43. AS 10.50.760 is amended to read: 22 Sec. 10.50.760. Filing of status [BIENNIAL] report. (a) A status 23 [BIENNIAL] report required by AS 10.50.750 shall be filed with the department and 24 is due before January 2 of the filing year. A limited liability company filing articles of 25 organization and a foreign limited liability company registering during an even- 26 numbered year shall file the status [BIENNIAL] report every other [EACH] even- 27 numbered year. A limited liability company filing articles of organization and a 28 foreign limited liability company registering during an odd-numbered year shall file 29 the status [BIENNIAL] report every other [EACH] odd-numbered year. The status 30 [BIENNIAL] report is delinquent if not filed before February 1 of the filing [EACH 31 ODD- OR EVEN-NUMBERED] year as provided in this section. 01 (b) Proof to the satisfaction of the department that on or before February 1 the 02 status report was deposited in the United States mail in a sealed envelope, properly 03 addressed with postage prepaid, is compliance with (a) of this section. 04 (c) The department shall file the status report if it conforms to the 05 requirements of this chapter. If the department finds that the status report does not 06 conform to the requirements of this chapter, the status report shall promptly be 07 returned to the company for necessary corrections. 08 (d) Upon receipt of a form from the department, a limited liability company 09 shall file a status [BIENNIAL] report within six months after original organization. 10  * Sec. 44. AS 10.50.765 is amended to read: 11 Sec. 10.50.765. Filing interim notice of change of managers or managing  12 members. (a) In the event of a change of the manager of a limited liability company 13 or of a foreign limited liability company registered under this chapter, or of a member 14 of the company, if the members manage the company, during the first year of the 15 status report [BIENNIAL] reporting period, the company shall file a notice of change 16 amending the status [BIENNIAL] report of the company before the following 17 January 2. 18 (b) The notice shall be filed with the department and must [SHALL] state the 19 name and current mailing address of the manager or member not included in the 20 company's last filed status [BIENNIAL] report, and the name of the person replaced 21 and the office held. 22  * Sec. 45. AS 10.50.990 is amended by adding a new paragraph to read: 23 (21) "status report" means the status report required by AS 10.50.750. 24  * Sec. 46. AS 32.06.913(a) is amended to read: 25 (a) A limited liability partnership, and a foreign limited liability partnership 26 authorized to transact business in this state, shall file with the department a status 27 [BIENNIAL] report that contains 28 (1) the name of the limited liability partnership and the state or other 29 jurisdiction under whose laws the foreign limited liability partnership is formed; 30 (2) the street address of the partnership's chief executive office and, if 31 different, the street address of an office of the partnership in this state, if any; and 01 (3) if the partnership does not have an office in this state, the name and 02 street address of the partnership's current agent for service of process. 03  * Sec. 47. AS 32.06.913(b) is amended to read: 04 (b) A status [BIENNIAL] report is due before January 2 of the filing year. A 05 partnership filing a statement of qualification or a foreign partnership becoming 06 authorized to transact business in this state during an even-numbered year shall file the 07 status [BIENNIAL] report every other [EACH] even-numbered year. A partnership 08 filing a statement of qualification or a foreign partnership becoming authorized to 09 transact business in this state during an odd-numbered year shall file the status 10 [BIENNIAL] report every other [EACH] odd-numbered year. The status 11 [BIENNIAL] report is delinquent if not filed before February 1 of each odd or even- 12 numbered filing year as provided in this subsection. 13  * Sec. 48. AS 32.06.913(c) is amended to read: 14 (c) The department may revoke the statement of qualification of a partnership 15 that fails to file a status [BIENNIAL] report when due or pay the required filing fee. 16 To revoke, the department shall provide the partnership at least 60 days' written notice 17 of intent to revoke the statement. The notice shall [MUST] be mailed to the 18 partnership at its chief executive office stated in the last filed statement of 19 qualification or status [BIENNIAL] report. The notice must specify the status 20 [BIENNIAL] report that has not been filed or the fee that has not been paid, and the 21 effective date of the revocation. The revocation is not effective if the status 22 [BIENNIAL] report is filed and the fee is paid before the effective date of the 23 revocation. 24  * Sec. 49. AS 32.06.995 is amended by adding a new paragraph to read: 25 (20) "status report" means the status report required by AS 32.06.913. 26  * Sec. 50. The uncodified law of the State of Alaska is amended by adding a new section to 27 read: 28 TRANSITION. (a) A for-profit corporation, cooperative, foreign cooperative, limited 29 liability company, foreign limited liability company, nonprofit corporation, limited liability 30 partnership, or foreign limited liability partnership that is, before the effective date of this 31 section, required to file a biennial report in 2016 shall file a status report in 2018 instead. 01 (b) A for-profit corporation, cooperative, foreign cooperative, limited liability 02 company, foreign limited liability company, nonprofit corporation, limited liability 03 partnership, or foreign limited liability partnership that is, before the effective date of this 04 section, required to file a biennial report in 2017 shall file a status report in 2019 instead. 05 (c) A corporation that is formed under AS 10.40 and that is, before the effective date 06 of this section, required to file a biennial report in 2016 shall file an asset report in 2018 07 instead, and if a corporation formed under AS 10.40 is, before the effective date of this 08 section, required to file a biennial report in 2017, the corporation shall file an asset report in 09 2019 instead. In this subsection, "asset report" means the report required by AS 10.40.105, as 10 amended by sec. 37 of this Act. 11 (d) A for-profit corporation that is scheduled to pay a corporation tax under 12 AS 10.06.845, as that section read on the day before the effective date of sec. 12 of this Act, 13 in 2016 shall pay the corporation tax under AS 10.06.845, as amended by sec. 12 of this Act, 14 in 2018. A for-profit corporation that is scheduled to pay a corporation tax in 2017 under 15 AS 10.06.845, as that section read on the day before the effective date of sec. 12 of this Act, 16 shall pay the corporation tax under AS 10.06.845, as amended by sec. 12 of this Act, in 2019. 17 (e) A cooperative that is scheduled to pay a biennial fee under AS 10.15.530, as that 18 section read on the day before the effective date of sec. 23 of this Act, in 2016 shall pay the 19 corporation tax under AS 10.15.530, as amended by sec. 23 of this Act, in 2018. A 20 cooperative that is scheduled to pay a biennial fee in 2017 under AS 10.15.530, as that section 21 read on the day before the effective date of sec. 23 of this Act, shall pay the biennial fee under 22 AS 10.15.530, as amended by sec. 23 of this Act, in 2019. 23 (f) In this section, 24 (1) "biennial report" means, for a 25 (A) cooperative, the biennial report required by AS 10.15.320, as that 26 section read on the day before the effective date of sec. 19 of this Act; 27 (B) corporation formed under AS 10.40, the biennial report required by 28 AS 10.40.105, as that section read on the day before the effective date of sec. 37 of 29 this Act; 30 (C) for-profit corporation, the biennial report required by 31 AS 10.06.805, as that section read on the day before the effective date of sec. 4 of this 01 Act; 02 (D) limited liability company and a foreign limited liability company, 03 the biennial report required by AS 10.50.750, as that section read on the day before the 04 effective date of sec. 41 of this Act; 05 (E) limited liability partnership and a foreign limited liability 06 partnership, the biennial report required by AS 32.06.913, as that section read on the 07 day before the effective date of sec. 46 of this Act; 08 (F) nonprofit corporation, the biennial report required by 09 AS 10.20.620, as that section read on the day before the effective date of sec. 30 of 10 this Act; 11 (2) "cooperative" has the meaning given in AS 10.15.595; 12 (3) "foreign limited liability company" has the meaning given in 13 AS 10.50.990; 14 (4) "foreign limited liability partnership" has the meaning given in 15 AS 32.06.995; 16 (5) "for-profit corporation" means a domestic corporation or a foreign 17 corporation; in this paragraph, "domestic corporation" and "foreign corporation" have the 18 meanings given in AS 10.06.990; 19 (6) "limited liability company" has the meaning given in AS 10.50.990; 20 (7) "limited liability partnership" has the meaning given in AS 32.06.995; 21 (8) "nonprofit corporation" has the meaning given in AS 10.20.920; 22 (9) "status report," for a 23 (A) cooperative corporation, has the meaning given to "status report" 24 in AS 10.15.595, as amended by sec. 25 of this Act; 25 (B) for-profit corporation, has the meaning given to "status report" in 26 AS 10.06.990, as amended by sec. 18 of this Act; 27 (C) limited liability company and a foreign limited liability company, 28 has the meanings given to "status report" in AS 10.50.990, as amended by sec. 45 of 29 this Act; 30 (D) limited liability partnership and a foreign limited liability 31 partnership, has the meaning given to "status report" in AS 32.06.995, as amended by 01 sec. 48 of this Act; 02 (E) nonprofit corporation, has the meaning given to "status report" in 03 AS 10.20.920, as amended by sec. 36 of this Act. 04  * Sec. 51. The uncodified law of the State of Alaska is amended by adding a new section to 05 read: 06 TRANSITION: REGULATIONS. The Department of Commerce, Community, and 07 Economic Development may adopt regulations necessary to implement this Act. The 08 regulations take effect under AS 44.62 (Administrative Procedure Act), but not before 09 January 1, 2016. 10  * Sec. 52. Section 51 of this Act takes effect immediately under AS 01.10.070(c). 11  * Sec. 53. Except as provided in sec. 52 of this Act, this Act takes effect January 1, 2016.