SB 17: "An Act relating to the Revised Uniform Limited Liability Company Act and to limited liability companies; amending Rules 8, 19, 22, 26, 79, and 82, Alaska Rules of Civil Procedure, and Rule 602, Alaska Rules of Appellate Procedure; and providing for an effective date."
00 SENATE BILL NO. 17 01 "An Act relating to the Revised Uniform Limited Liability Company Act and to limited 02 liability companies; amending Rules 8, 19, 22, 26, 79, and 82, Alaska Rules of Civil 03 Procedure, and Rule 602, Alaska Rules of Appellate Procedure; and providing for an 04 effective date." 05 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 06 * Section 1. AS 04.21.035 is amended to read: 07 Sec. 04.21.035. Responsibility of limited liability organization members. 08 Notwithstanding any other provision of former AS 10.50, AS 10.55, or AS 32.06, a 09 member of a limited liability organization holding a license under this title is not 10 relieved of the obligation or the liability otherwise imposed upon a holder of a liquor 11 license under this title solely because the license is held by a limited liability 12 organization. 13 * Sec. 2. AS 04.21.035, as amended by sec. 1 of this Act, is amended to read: 14 Sec. 04.21.035. Responsibility of limited liability organization members.
01 Notwithstanding any other provision of [FORMER AS 10.50,] AS 10.55 [,] or 02 AS 32.06, a member of a limited liability organization holding a license under this title 03 is not relieved of the obligation or the liability otherwise imposed upon a holder of a 04 liquor license under this title solely because the license is held by a limited liability 05 organization. 06 * Sec. 3. AS 04.21.080(b)(10) is amended to read: 07 (10) "foreign limited liability company" means a foreign limited 08 liability company subject to former [HAS THE MEANING GIVEN IN] 09 AS 10.50.990 or AS 10.55.990; 10 * Sec. 4. AS 04.21.080(b)(10), as amended by sec. 3 of this Act, is amended to read: 11 (10) "foreign limited liability company" means a foreign limited 12 liability company subject to [FORMER AS 10.50.990 OR] AS 10.55.990; 13 * Sec. 5. AS 04.21.080(b)(13) is amended to read: 14 (13) "limited liability company" means an organization organized 15 under former AS 10.50 or formed under or subject to AS 10.55; 16 * Sec. 6. AS 04.21.080(b)(13), as amended by sec. 5 of this Act, is amended to read: 17 (13) "limited liability company" means an organization [ORGANIZED 18 UNDER FORMER AS 10.50 OR] formed under or subject to AS 10.55; 19 * Sec. 7. AS 06.26.200(c) is amended to read: 20 (c) To qualify as a private trust company, a person shall be a corporation 21 organized under AS 10.06, a limited liability company organized under former 22 AS 10.50, a limited liability company formed under or subject to AS 10.55, or a 23 limited partnership formed under AS 32.11, and the person's 24 (1) articles of incorporation, articles of organization, certificate of 25 organization, or partnership agreement must prohibit the person from acting as a 26 fiduciary of a trust, except for a trust created during the lifetime or upon the death of 27 (A) one named individual; 28 (B) a child, grandchild, or greatgrandchild of the individual 29 identified in (A) of this paragraph, but not including a stepchild, 30 stepgrandchild, or stepgreatgrandchild; 31 (C) a spouse or former spouse, including a person divorced
01 from the individual, of an individual identified in (A) and (B) of this 02 paragraph; and 03 (2) headquarters must be located in this state, or the person must have 04 in force a contract with a qualified entity to represent the person on an exclusive or 05 nonexclusive basis in this state, including maintaining a set of records for each trust 06 for which the person acts as a fiduciary and receiving legal process on behalf of the 07 person; in this paragraph, "qualified entity" has the meaning given to "qualified 08 person" in AS 13.36.390(2)(B) and (C). 09 * Sec. 8. AS 06.26.200(c), as amended by sec. 7 of this Act, is amended to read: 10 (c) To qualify as a private trust company, a person shall be a corporation 11 organized under AS 10.06, a limited liability company [ORGANIZED UNDER 12 FORMER AS 10.50, A LIMITED LIABILITY COMPANY] formed under or subject 13 to AS 10.55, or a limited partnership formed under AS 32.11, and the person's 14 (1) articles of incorporation, articles of organization, certificate of 15 organization, or partnership agreement must prohibit the person from acting as a 16 fiduciary of a trust, except for a trust created during the lifetime or upon the death of 17 (A) one named individual; 18 (B) a child, grandchild, or greatgrandchild of the individual 19 identified in (A) of this paragraph, but not including a stepchild, 20 stepgrandchild, or stepgreatgrandchild; 21 (C) a spouse or former spouse, including a person divorced 22 from the individual, of an individual identified in (A) and (B) of this 23 paragraph; and 24 (2) headquarters must be located in this state, or the person must have 25 in force a contract with a qualified entity to represent the person on an exclusive or 26 nonexclusive basis in this state, including maintaining a set of records for each trust 27 for which the person acts as a fiduciary and receiving legal process on behalf of the 28 person; in this paragraph, "qualified entity" has the meaning given to "qualified 29 person" in AS 13.36.390(2)(B) and (C). 30 * Sec. 9. AS 06.50.020(a) is amended to read: 31 (a) To qualify for a license, an applicant shall
01 (1) have cash assets of at least $25,000, as determined under generally 02 accepted accounting principles, except that an applicant who wants to engage in the 03 business of making advances at more than one location in the state shall have cash 04 assets of at least $25,000 for each location; 05 (2) demonstrate the financial responsibility, financial condition, 06 business experience, character, and general fitness that reasonably warrant the 07 department's belief that the applicant's business will be conducted lawfully and fairly; 08 when determining whether this qualification has been met, and for the purpose of 09 investigating compliance with this chapter, the department may review 10 (A) the relevant business records of the applicant and the 11 adequacy of the capital of the applicant; 12 (B) the competence, experience, integrity, and financial ability 13 of the applicant, and, if the applicant is an entity, of any person who is a 14 member, partner, director, senior officer, or owner of 10 percent or more of the 15 equity of the applicant; and 16 (C) a record, on the part of the applicant or a person described 17 in (B) of this paragraph, of 18 (i) a conviction for criminal activity, fraud, or other act 19 of personal dishonesty; 20 (ii) an act, an omission, or a practice that constitutes a 21 breach of a fiduciary duty; or 22 (iii) a suspension, a revocation, a removal, or an 23 administrative act by an agency or a department of the United States or 24 a state limiting the applicant's or person's participation in the conduct of 25 a business; 26 (3) if the person has a physical business location in the state, have a 27 physical business location that is accessible by and convenient to the public; 28 (4) have a current business license issued under AS 43.70; and 29 (5) if applicable, 30 (A) have a certificate of incorporation under AS 10.06.218; 31 (B) [,] have a certificate of authority under AS 10.06.705;
01 (C) [,] have a copy of 02 (i) articles of organization that satisfy former 03 [SATISFIES] AS 10.50.090 if the organization was organized before 04 January 1, 2010; or 05 (ii) a certificate of organization that satisfies 06 AS 10.55.201 if the organization was formed on or after January 1, 07 2010; 08 (D) have a certificate of authority [, BE REGISTERED] 09 under former AS 10.50.605 if the organization was organized before 10 January 1, 2010, or AS 10.55.804 if the organization was formed on or 11 after January 1, 2010; 12 (E) [,] have a statement of foreign qualification filed under 13 AS 32.06.922; 14 (F) [,] have a certificate of limited partnership filed under 15 AS 32.11.060; [,] or 16 (G) be registered under AS 32.11.420. 17 * Sec. 10. AS 06.50.020(a), as amended by sec. 9 of this Act, is amended to read: 18 (a) To qualify for a license, an applicant shall 19 (1) have cash assets of at least $25,000, as determined under generally 20 accepted accounting principles, except that an applicant who wants to engage in the 21 business of making advances at more than one location in the state shall have cash 22 assets of at least $25,000 for each location; 23 (2) demonstrate the financial responsibility, financial condition, 24 business experience, character, and general fitness that reasonably warrant the 25 department's belief that the applicant's business will be conducted lawfully and fairly; 26 when determining whether this qualification has been met, and for the purpose of 27 investigating compliance with this chapter, the department may review 28 (A) the relevant business records of the applicant and the 29 adequacy of the capital of the applicant; 30 (B) the competence, experience, integrity, and financial ability 31 of the applicant, and, if the applicant is an entity, of any person who is a
01 member, partner, director, senior officer, or owner of 10 percent or more of the 02 equity of the applicant; and 03 (C) a record, on the part of the applicant or a person described 04 in (B) of this paragraph, of 05 (i) a conviction for criminal activity, fraud, or other act 06 of personal dishonesty; 07 (ii) an act, an omission, or a practice that constitutes a 08 breach of a fiduciary duty; or 09 (iii) a suspension, a revocation, a removal, or an 10 administrative act by an agency or a department of the United States or 11 a state limiting the applicant's or person's participation in the conduct of 12 a business; 13 (3) if the person has a physical business location in the state, have a 14 physical business location that is accessible by and convenient to the public; 15 (4) have a current business license issued under AS 43.70; and 16 (5) if applicable, 17 (A) have a certificate of incorporation under AS 10.06.218; 18 (B) have a certificate of authority under AS 10.06.705; 19 (C) have a copy of 20 [(i) ARTICLES OF ORGANIZATION THAT 21 SATISFY FORMER AS 10.50.090 IF THE ORGANIZATION WAS 22 ORGANIZED BEFORE JANUARY 1, 2010; OR 23 (ii)] a certificate of organization under AS 10.55 24 [THAT SATISFIES AS 10.55.201 IF THE ORGANIZATION WAS 25 FORMED ON OR AFTER JANUARY 1, 2010]; 26 (D) have a certificate of authority under [FORMER 27 AS 10.50.605 IF THE ORGANIZATION WAS ORGANIZED BEFORE 28 JANUARY 1, 2010, OR] AS 10.55.804 [IF THE ORGANIZATION WAS 29 FORMED ON OR AFTER JANUARY 1, 2010]; 30 (E) have a statement of foreign qualification filed under 31 AS 32.06.922;
01 (F) have a certificate of limited partnership filed under 02 AS 32.11.060; or 03 (G) be registered under AS 32.11.420. 04 * Sec. 11. AS 08.04.680(6) is amended to read: 05 (6) "limited liability company" means an organization organized under 06 former AS 10.50 or formed under or subject to AS 10.55 or a foreign limited 07 liability company; in this paragraph, "foreign limited liability company" has the 08 meaning given in former AS 10.50.990 if the foreign limited liability company was 09 subject to former AS 10.50.990, or AS 10.55.990 if it is subject to AS 10.55.990; 10 * Sec. 12. AS 08.04.680(6), as amended by sec. 11 of this Act, is amended to read: 11 (6) "limited liability company" means an organization [ORGANIZED 12 UNDER FORMER AS 10.50 OR] formed under or subject to AS 10.55, or a foreign 13 limited liability company; in this paragraph, "foreign limited liability company" has 14 the meaning given in [FORMER AS 10.50.990 IF THE FOREIGN LIMITED 15 LIABILITY COMPANY WAS SUBJECT TO FORMER AS 10.50.990, OR] 16 AS 10.55.990 [IF IT IS SUBJECT TO AS 10.55.990]; 17 * Sec. 13. AS 08.48.241(f) is amended to read: 18 (f) A corporation, limited liability company, or a limited liability partnership 19 authorized to offer architectural, engineering, land surveying, or landscape 20 architectural services under this chapter, together with its directors, officers, managing 21 members, members of a member-managed limited liability company, manager, and 22 partners for their own individual acts, is responsible to the same degree as the 23 designated individual registered architect, engineer, land surveyor, or landscape 24 architect, and shall conduct its business without misconduct or malpractice in the 25 practice of architecture, engineering, land surveying, or landscape architecture as 26 defined in this chapter. 27 * Sec. 14. AS 08.48.241(f), as amended by sec. 13 of this Act, is amended to read: 28 (f) A corporation, limited liability company, or a limited liability partnership 29 authorized to offer architectural, engineering, land surveying, or landscape 30 architectural services under this chapter, together with its directors, officers, 31 [MANAGING MEMBERS,] members of a member-managed limited liability
01 company, manager, and partners for their own individual acts, is responsible to the 02 same degree as the designated individual registered architect, engineer, land surveyor, 03 or landscape architect, and shall conduct its business without misconduct or 04 malpractice in the practice of architecture, engineering, land surveying, or landscape 05 architecture as defined in this chapter. 06 * Sec. 15. AS 08.48.241(j) is amended to read: 07 (j) In this section, 08 (1) "manager" has the meaning given in former AS 10.50.990 if the 09 limited liability company was organized before January 1, 2010, or AS 10.55.990 10 if the limited liability company was formed on or after January 1, 2010; 11 (2) "managing member" has the meaning given in former 12 AS 10.50.990. 13 * Sec. 16. AS 08.48.241(j)(1), as amended by sec. 15 of this Act, is amended to read: 14 (1) "manager" has the meaning given in [FORMER AS 10.50.990 IF 15 THE LIMITED LIABILITY COMPANY WAS ORGANIZED BEFORE JANUARY 16 1, 2010, OR] AS 10.55.990 [IF THE LIMITED LIABILITY COMPANY WAS 17 FORMED ON OR AFTER JANUARY 1, 2010]; 18 * Sec. 17. AS 08.48.241(j) is amended by adding new paragraphs to read: 19 (3) "member" has the meaning given in AS 10.55.990; 20 (4) "member-managed limited liability company" has the meaning 21 given in AS 10.55.990. 22 * Sec. 18. AS 08.48.341(9) is amended to read: 23 (9) "limited liability company" means 24 (A) an organization organized under former AS 10.50 if the 25 organization was organized before January 1, 2010, or AS 10.55, if the 26 organization was formed under or subject to AS 10.55; 27 (B) a foreign limited liability company; in this paragraph, 28 "foreign limited liability company" has the meaning given in former 29 AS 10.50.990 if the organization was organized before January 1, 2010, or 30 AS 10.55.990 if the organization was formed under or subject to AS 10.55; 31 * Sec. 19. AS 08.48.341(9), as amended by sec. 18 of this Act, is amended to read:
01 (9) "limited liability company" means 02 (A) an organization organized under [FORMER AS 10.50 IF 03 THE ORGANIZATION WAS ORGANIZED BEFORE JANUARY 1, 2010, 04 OR] AS 10.55 [, IF THE ORGANIZATION WAS FORMED UNDER OR 05 SUBJECT TO AS 10.55]; 06 (B) a foreign limited liability company; in this paragraph, 07 "foreign limited liability company" has the meaning given in [FORMER 08 AS 10.50.990 IF THE ORGANIZATION WAS ORGANIZED BEFORE 09 JANUARY 1, 2010, OR] AS 10.55.990 [IF THE ORGANIZATION WAS 10 FORMED UNDER OR SUBJECT TO AS 10.55]; 11 * Sec. 20. AS 10.06.590 is amended to read: 12 Sec. 10.06.590. Conversion to limited liability company. A domestic 13 corporation or foreign corporation may convert to a limited liability company under 14 and as allowed in AS 10.55.916 - 10.55.919 [AS 10.50.570]. 15 * Sec. 21. AS 10.35.040(a) is amended to read: 16 (a) A person conducting a business may register its name if the name is 17 distinguishable on the records of the department from the name of any other organized 18 entity and from a reserved or registered name. In this subsection, 19 (1) "organized entity" means 20 (A) a corporation under AS 10.06; 21 (B) a foreign corporation authorized under AS 10.06 to transact 22 business in this state; 23 (C) a BIDCO licensed under AS 10.13; 24 (D) a cooperative organized under AS 10.15; 25 (E) a foreign cooperative under AS 10.15 that is authorized 26 under AS 10.06 to do business in this state; 27 (F) a nonprofit corporation organized under AS 10.20; 28 (G) a nonprofit foreign corporation authorized under AS 10.20 29 to transact business in this state; 30 (H) a cooperative organized under AS 10.25; 31 (I) a religious corporation formed under AS 10.40;
01 (J) a professional corporation organized under AS 10.45; 02 (K) a limited liability company organized under former 03 AS 10.50 or formed under or subject to AS 10.55; 04 (L) a foreign limited liability company registered under former 05 AS 10.50 or having a certificate of authority under AS 10.55; 06 (M) a registered limited liability partnership under AS 32.06; 07 (N) a foreign limited liability partnership registered under 08 AS 32.06; 09 (O) a limited partnership formed under AS 32.11; or 10 (P) a foreign limited partnership registered under AS 32.11; 11 (2) "reserved or registered name" means a name reserved or registered 12 under this chapter, AS 10.06, former AS 10.50, AS 10.55, AS 32.06, or AS 32.11. 13 * Sec. 22. AS 10.35.040(a), as amended by sec. 21 of this Act, is amended to read: 14 (a) A person conducting a business may register its name if the name is 15 distinguishable on the records of the department from the name of any other organized 16 entity and from a reserved or registered name. In this subsection, 17 (1) "organized entity" means 18 (A) a corporation under AS 10.06; 19 (B) a foreign corporation authorized under AS 10.06 to transact 20 business in this state; 21 (C) a BIDCO licensed under AS 10.13; 22 (D) a cooperative organized under AS 10.15; 23 (E) a foreign cooperative under AS 10.15 that is authorized 24 under AS 10.06 to do business in this state; 25 (F) a nonprofit corporation organized under AS 10.20; 26 (G) a nonprofit foreign corporation authorized under AS 10.20 27 to transact business in this state; 28 (H) a cooperative organized under AS 10.25; 29 (I) a religious corporation formed under AS 10.40; 30 (J) a professional corporation organized under AS 10.45; 31 (K) a limited liability company organized under former
01 AS 10.50 or formed under or subject to AS 10.55; 02 (L) a foreign limited liability company [REGISTERED 03 UNDER FORMER AS 10.50 OR] having a certificate of authority under 04 AS 10.55; 05 (M) a registered limited liability partnership under AS 32.06; 06 (N) a foreign limited liability partnership registered under 07 AS 32.06; 08 (O) a limited partnership formed under AS 32.11; or 09 (P) a foreign limited partnership registered under AS 32.11; 10 (2) "reserved or registered name" means a name reserved or registered 11 under this chapter, AS 10.06, [FORMER AS 10.50,] AS 10.55, AS 32.06, or 12 AS 32.11. 13 * Sec. 23. AS 10 is amended by adding a new chapter to read: 14 Chapter 55. Alaska Uniform Limited Liability Company Act. 15 Article 1. Nature, Purpose, Duration, Powers, and Related Law. 16 Sec. 10.55.104. Nature, purpose, and duration of limited liability company. 17 (a) A limited liability company is an entity distinct from its members. 18 (b) A limited liability company may have any lawful purpose, regardless of 19 whether a purpose is for profit. 20 (c) A limited liability company has perpetual duration. 21 Sec. 10.55.105. Powers. A limited liability company has the capacity to sue 22 and be sued in its own name and the power to do all things necessary or convenient to 23 carry on its activities. 24 Sec. 10.55.106. Governing law. The law of this state governs 25 (1) the internal affairs of a limited liability company; and 26 (2) the liability of a member as member and a manager as manager for 27 the debts, obligations, or other liabilities of a limited liability company. 28 Sec. 10.55.107. Supplemental principles of law. Unless displaced by 29 particular provisions of this chapter, the principles of law and equity supplement this 30 chapter. 31 Article 2. Name.
01 Sec. 10.55.108. Name. (a) The name of a limited liability company must 02 contain the words "limited liability company" or "limited company" or the 03 abbreviation "L.L.C.," "LLC," "L.C.," or "LC." "Limited" may be abbreviated as 04 "Ltd.," and "company" may be abbreviated as "Co." 05 (b) Unless authorized by (c) of this section, the name of a limited liability 06 company must be distinguishable in the records of the department from 07 (1) the name of each person that is not an individual and that is 08 incorporated, organized, or authorized to transact business in this state; 09 (2) the limited liability company name stated in each certificate of 10 organization that contains the statement as provided in AS 10.55.201(b)(3) and that 11 has not lapsed; and 12 (3) each name reserved under AS 10.35.010, 10.35.020, and 13 AS 10.55.109. 14 (c) A limited liability company may apply to the department for authorization 15 to use a name that does not comply with (b) of this section. The department shall 16 authorize use of the name applied for if, as to each noncomplying name, 17 (1) the present user, registrant, or owner of the noncomplying name 18 consents in a signed record to the use and submits an undertaking in a form 19 satisfactory to the department to change the noncomplying name to a name that 20 complies with (b) of this section and is distinguishable in the records of the 21 department from the name applied for; or 22 (2) the applicant delivers to the department a certified copy of the final 23 judgment of a court establishing the applicant's right to use in this state the name 24 applied for. 25 (d) Subject to AS 10.55.805, this section applies to a foreign limited liability 26 company transacting business in this state that has a certificate of authority to transact 27 business in this state or that has applied for a certificate of authority. 28 Sec. 10.55.109. Reservation of name. (a) A person may reserve the exclusive 29 use of the name of a limited liability company, including a fictitious or assumed name 30 for a foreign limited liability company whose name is not available, by delivering an 31 application to the department for filing. The application must state the name and
01 address of the applicant and the name proposed to be reserved. If the department finds 02 that the name applied for is available, it must be reserved for the applicant's exclusive 03 use for a 120-day period. 04 (b) The owner of a name reserved for a limited liability company may transfer 05 the reservation to another person by delivering to the department for filing a signed 06 notice of the transfer that states the name and address of the transferee. 07 (c) A person may reserve a name under this section or as allowed by 08 AS 10.35. 09 Article 3. Operating Agreement. 10 Sec. 10.55.110. Operating agreement; scope, function, and limitations. (a) 11 Except as otherwise provided in (b) and (c) of this section, the operating agreement 12 governs 13 (1) relations among the members as members and between the 14 members and the limited liability company; 15 (2) the rights and duties under this chapter of a person in the capacity 16 of manager; 17 (3) the activities of the company and the conduct of those activities; 18 and 19 (4) the means and conditions for amending the operating agreement. 20 (b) To the extent the operating agreement does not otherwise provide for a 21 matter described in (a) of this section, this chapter governs the matter. 22 (c) An operating agreement may not 23 (1) vary a limited liability company's capacity under AS 10.55.105 to 24 sue and be sued in its own name; 25 (2) vary the law applicable under AS 10.55.106; 26 (3) vary the power of the court under AS 10.55.204; 27 (4) subject to (d) - (g) of this section, eliminate the duty of loyalty, the 28 duty of care, or another fiduciary duty; 29 (5) subject to (d) - (g) of this section, eliminate the contractual 30 obligation of good faith and fair dealing under AS 10.55.409(d); 31 (6) unreasonably restrict the duties and rights stated in AS 10.55.410;
01 (7) vary the power of a court to decree dissolution in the circumstances 02 specified in AS 10.55.701(a)(4) and (5); 03 (8) vary the requirement to wind up a limited liability company's 04 activities as specified in AS 10.55.702(a) and (b)(1); 05 (9) unreasonably restrict the right of a member to maintain an action 06 under AS 10.55.901 - 10.55.906; 07 (10) restrict the right to approve a merger, conversion, or 08 domestication under AS 10.55.924 to a member who will have personal liability with 09 respect to a surviving, converted, or domesticated organization; or 10 (11) except as otherwise provided in AS 10.55.112(b), restrict the 11 rights under this chapter of a person other than a member or manager. 12 (d) If not manifestly unreasonable, the operating agreement may 13 (1) restrict or eliminate the duty, 14 (A) as required in AS 10.55.409(b)(1) and (g), to account to the 15 limited liability company and to hold as trustee for it any property, profit, or 16 benefit derived by the member in the conduct or winding up of the company's 17 activities, from a use by the member of the company's property, or from the 18 appropriation of a limited liability company opportunity; 19 (B) as required in AS 10.55.409(b)(2) and (g), to refrain from 20 dealing with the company in the conduct or winding up of the company's 21 activities as or on behalf of a party having an interest adverse to the company; 22 and 23 (C) as required by AS 10.55.409(b)(3) and (g), to refrain from 24 competing with the company in the conduct of the company's activities before 25 the dissolution of the company; 26 (2) identify specific types or categories of activities that do not violate 27 the duty of loyalty; 28 (3) alter the duty of care, except to authorize intentional misconduct or 29 knowing violation of law; 30 (4) alter another fiduciary duty, including eliminating particular 31 aspects of that duty; and
01 (5) prescribe the standards by which to measure the performance of the 02 contractual obligation of good faith and fair dealing under AS 10.55.409(d). 03 (e) The operating agreement may specify the method by which a specific act 04 or transaction that would otherwise violate the duty of loyalty may be authorized or 05 ratified by one or more disinterested and independent persons after full disclosure of 06 all material facts. 07 (f) To the extent the operating agreement of a member-managed limited 08 liability company expressly relieves a member of a responsibility that the member 09 would otherwise have under this chapter and imposes the responsibility on one or 10 more other members, the operating agreement may, to the benefit of the member that 11 the operating agreement relieves of the responsibility, also eliminate or limit any 12 fiduciary duty that would have pertained to the responsibility. 13 (g) The operating agreement may alter or eliminate the indemnification for a 14 member or manager provided by AS 10.55.408(a) and may eliminate or limit a 15 member's or manager's liability to the limited liability company and members for 16 money damages, except for 17 (1) breach of the duty of loyalty; 18 (2) a financial benefit received by the member or manager to which the 19 member or manager is not entitled; 20 (3) a breach of a duty under AS 10.55.406; 21 (4) intentional infliction of harm on the company or a member; or 22 (5) an intentional violation of criminal law. 23 (h) The court shall decide any claim under (d) of this section that a term of an 24 operating agreement is manifestly unreasonable. The court 25 (1) shall make its determination as of the time the challenged term 26 became part of the operating agreement and by considering only circumstances 27 existing at that time; and 28 (2) may invalidate the term only if, in light of the purposes and 29 activities of the limited liability company, it is readily apparent that 30 (A) the objective of the term is unreasonable; or 31 (B) the term is an unreasonable means to achieve the
01 provision's objective. 02 Sec. 10.55.111. Operating agreement; effect on limited liability company 03 and persons becoming members; preformation agreement. (a) A limited liability 04 company is bound by and may enforce the operating agreement, whether or not the 05 company has itself manifested assent to the operating agreement. 06 (b) A person who becomes a member of a limited liability company is 07 considered to have assented to the operating agreement. 08 (c) Two or more persons intending to become the initial members of a limited 09 liability company may make an agreement providing that, upon the formation of the 10 company, the agreement will become the operating agreement. A person intending to 11 become the initial member of a limited liability company may assent to terms 12 providing that, upon the formation of the company, the terms will become the 13 operating agreement. 14 Sec. 10.55.112. Operating agreement; effect on third parties and 15 relationship to records effective on behalf of limited liability company. (a) An 16 operating agreement may specify that its amendment requires the approval of a person 17 who is not a party to the operating agreement or the satisfaction of a condition. An 18 amendment is ineffective if its adoption does not include the required approval or 19 satisfy the specified condition. 20 (b) The obligations of a limited liability company and its members to a person 21 in the person's capacity as a transferee or dissociated member are governed by the 22 operating agreement. Subject only to a court order issued under AS 10.55.503(b)(2) to 23 carry out a charging order, an amendment to the operating agreement made after a 24 person becomes a transferee or dissociated member is effective with regard to a debt, 25 obligation, or other liability of the limited liability company or its members to the 26 person in the person's capacity as a transferee or dissociated member. 27 (c) If a record that has been delivered by a limited liability company to the 28 department for filing and has become effective under this chapter contains a provision 29 that would be ineffective under AS 10.55.110(c) if contained in the operating 30 agreement, the provision is likewise ineffective in the record. 31 (d) Subject to (c) of this section, if a record that has been delivered by a
01 limited liability company to the department for filing and has become effective under 02 this chapter conflicts with a provision of the operating agreement, 03 (1) the operating agreement prevails as to members, dissociated 04 members, transferees, and managers; and 05 (2) the record prevails as to other persons to the extent they reasonably 06 rely on the record. 07 Article 4. Registered Office and Agent; Service of Process. 08 Sec. 10.55.113. Office and agent for service of process. (a) A limited liability 09 company shall designate and continuously maintain in this state 10 (1) an office, which does not need to be a place of its activity in this 11 state; and 12 (2) an agent for service of process. 13 (b) A foreign limited liability company that has a certificate of authority under 14 AS 10.55.802 shall designate and continuously maintain in this state an agent for 15 service of process. 16 (c) An agent for service of process of a limited liability company or foreign 17 limited liability company shall be an individual who is a resident of this state or 18 another person with authority to transact business in this state. 19 Sec. 10.55.114. Change of designated office or agent for service of process. 20 (a) A limited liability company or foreign limited liability company may change its 21 designated office, its agent for service of process, or the address of its agent for service 22 of process by delivering to the department for filing a statement of change containing 23 (1) the name of the company; 24 (2) the street and mailing addresses of its current designated office; 25 (3) if the current designated office is to be changed, the street and 26 mailing addresses of the new designated office; 27 (4) the name and the street and mailing addresses of its current agent 28 for service of process; and 29 (5) if the current agent for service of process or an address of the agent 30 is to be changed, the new information. 31 (b) Subject to AS 10.55.205(c), a statement of change is effective when filed
01 by the department. 02 Sec. 10.55.115. Resignation of agent for service of process. (a) To resign as 03 an agent for service of process of a limited liability company or foreign limited 04 liability company, the agent shall deliver to the department for filing a statement of 05 resignation containing the company name and stating that the agent is resigning. 06 (b) The department shall file a statement of resignation delivered under (a) of 07 this section and shall mail or otherwise provide or deliver a copy to the designated 08 office of the limited liability company or foreign limited liability company and another 09 copy to the principal office of the company if the mailing address of the principal 10 office appears in the records of the department and is different from the mailing 11 address of the designated office. 12 (c) An agency for service of process terminates on the earlier of the following: 13 (1) the 31st day after the department files the statement of resignation; 14 (2) when a record designating a new agent for service of process is 15 delivered to the department for filing on behalf of the limited liability company and 16 becomes effective. 17 Sec. 10.55.116. Service of process. (a) An agent for service of process 18 appointed by a limited liability company or foreign limited liability company is an 19 agent of the company for service of a process, notice, or demand required or permitted 20 by law to be served on the company. 21 (b) If a limited liability company or foreign limited liability company does not 22 appoint or maintain an agent for service of process in this state or the agent for service 23 of process cannot with reasonable diligence be found at the agent's street address, the 24 department is an agent of the company upon whom process, notice, or demand may be 25 served. 26 (c) Service of a process, notice, or demand on the department as agent for a 27 limited liability company or foreign limited liability company may be made by 28 delivering to the department duplicate copies of the process, notice, or demand. If a 29 process, notice, or demand is served on the department, the department shall forward 30 one of the copies by registered or certified mail, return receipt requested, to the 31 company at its designated office.
01 (d) Service is effected under (c) of this section at the earliest of 02 (1) the date the limited liability company or foreign limited liability 03 company receives the process, notice, or demand; 04 (2) the date shown on the return receipt, if signed on behalf of the 05 company; or 06 (3) five days after the process, notice, or demand is deposited with the 07 United States Postal Service, if correctly addressed and with sufficient postage. 08 (e) The department shall keep a record of each process, notice, and demand 09 served under this section and record the time of, and the action taken regarding, the 10 service. 11 (f) This section does not affect the right to serve process, notice, or demand in 12 another manner provided by law. 13 Article 5. Formation; Certificate of Organization and Other Filings. 14 Sec. 10.55.201. Formation of limited liability company; certificate of 15 organization. (a) One or more persons may act as organizers to form a limited 16 liability company by signing and delivering to the department for filing a certificate of 17 organization. 18 (b) A certificate of organization must state 19 (1) the name of the limited liability company, which must comply with 20 AS 10.55.108; 21 (2) the street and mailing addresses of the initial designated office and 22 the name and the street and mailing addresses of the initial agent for service of process 23 of the company; and 24 (3) if the company will not have members when the department files 25 the certificate, a statement to that effect. 26 (c) Subject to AS 10.55.112(c), a certificate of organization may also contain 27 statements as to matters other than those required by (b) of this section. However, a 28 statement in a certificate of organization is not effective as a statement of authority. 29 (d) Unless the filed certificate of organization contains the statement as 30 provided in (b)(3) of this section, the following rules apply: 31 (1) a limited liability company is formed when the department has
01 filed the certificate of organization and the company has at least one member, unless 02 the certificate states a delayed effective date under AS 10.55.205(c); 03 (2) if the certificate states a delayed effective date, a limited liability 04 company is not formed if, before the certificate takes effect, a statement of 05 cancellation is signed and delivered to the department for filing and the department 06 files the certificate; 07 (3) subject to a delayed effective date and except in a proceeding by 08 this state to dissolve a limited liability company, the filing of the certificate of 09 organization by the department is conclusive proof that the organizer satisfied all 10 conditions to the formation of a limited liability company. 11 (e) If a filed certificate of organization contains a statement as provided in 12 (b)(3) of this section, the following rules apply: 13 (1) the certificate lapses and is void unless, within 90 days after the 14 date the department files the certificate, an organizer signs and delivers to the 15 department for filing a notice stating 16 (A) that the limited liability company has at least one member; 17 and 18 (B) the date on which a person or persons became the 19 company's initial member or members; 20 (2) if an organizer complies with (1) of this subsection, a limited 21 liability company is considered to be formed as of the date of initial membership 22 stated in the notice delivered under (1) of this subsection; 23 (3) except in a proceeding by this state to dissolve a limited liability 24 company, the filing of the notice described in (1) of this subsection by the department 25 is conclusive proof that the organizer satisfied all conditions to the formation of a 26 limited liability company. 27 Sec. 10.55.202. Amendment or restatement of certificate of organization. 28 (a) A certificate of organization may be amended or restated at any time. 29 (b) To amend its certificate of organization, a limited liability company shall 30 deliver to the department for filing an amendment stating 31 (1) the name of the company;
01 (2) the date of the filing of its certificate of organization; and 02 (3) the changes the amendment makes to the certificate as most 03 recently amended or restated. 04 (c) To restate its certificate of organization, a limited liability company shall 05 deliver to the department for filing a restatement, designated as a restatement in its 06 heading, stating 07 (1) in the heading or an introductory paragraph, the company's present 08 name and the date of the filing of the company's initial certificate of organization; 09 (2) if the company's name has been changed since the company's 10 formation, each of the company's former names; and 11 (3) the changes the restatement makes to the certificate as most 12 recently amended or restated. 13 (d) Subject to AS 10.55.112(c) and 10.55.205(c), an amendment to or 14 restatement of a certificate of organization is effective when filed by the department. 15 (e) If a member of a member-managed limited liability company or a manager 16 of a manager-managed limited liability company knows that information in a filed 17 certificate of organization was inaccurate when the certificate was filed or has become 18 inaccurate owing to changed circumstances, the member or manager shall promptly 19 (1) cause the certificate to be amended; or 20 (2) if appropriate, deliver to the department for filing a statement of 21 change under AS 10.55.114 or a statement of correction under AS 10.55.206. 22 Sec. 10.55.203. Signing of records to be delivered to department for filing. 23 (a) A record delivered to the department for filing under this chapter shall be signed as 24 follows: 25 (1) except as otherwise provided in (2) - (4) of this subsection, a record 26 signed on behalf of a limited liability company shall be signed by a person authorized 27 by the company; 28 (2) a limited liability company's initial certificate of organization shall 29 be signed by at least one person acting as an organizer; 30 (3) a notice under AS 10.55.201(e)(1) shall be signed by an organizer; 31 (4) a record filed on behalf of a dissolved limited liability company
01 that does not have members shall be signed by the person winding up the company's 02 activities under AS 10.55.702(c) or a person appointed under AS 10.55.702(d) to wind 03 up those activities; 04 (5) a statement of cancellation under AS 10.55.201(d)(2) shall be 05 signed by each organizer who signed the initial certificate of organization, but a 06 personal representative of a deceased or incompetent organizer may sign in the place 07 of the deceased or incompetent organizer; 08 (6) a statement of denial by a person under AS 10.55.303 shall be 09 signed by that person; 10 (7) another record shall be signed by the person on whose behalf the 11 record is delivered to the department. 12 (b) A record filed under this chapter may be signed by an agent. 13 Sec. 10.55.204. Signing and filing under judicial order. (a) If a person 14 required by this chapter to sign a record or deliver a record to the department for filing 15 under this chapter does not sign or deliver the record to the department for filing under 16 this chapter, another person who is aggrieved may petition the court to order 17 (1) the person to sign the record; 18 (2) the person to deliver the record to the department for filing; or 19 (3) the department to file the record unsigned. 20 (b) If a petitioner under (a) of this section is not the limited liability company 21 or foreign limited liability company to whom the record pertains, the petitioner shall 22 make the company a party to the action. 23 Sec. 10.55.205. Delivery to and filing of records by department; effective 24 time and date. (a) A record authorized or required to be delivered to the department 25 for filing under this chapter must be captioned to describe the record's purpose, be in a 26 medium permitted by the department, and be delivered to the department. If the filing 27 fees have been paid, unless the department determines that a record does not comply 28 with the filing requirements of this chapter, the department shall file the record and 29 (1) for a statement of denial under AS 10.55.303, send a copy of the 30 filed statement and a receipt for the fees to the person on whose behalf the statement 31 was delivered for filing and to the limited liability company; and
01 (2) for all other records, send a copy of the filed record and a receipt 02 for the fees to the person on whose behalf the record was filed. 03 (b) Upon request and payment of the requisite fee, the department shall send 04 to the requester a certified copy of a requested record. 05 (c) Except as otherwise provided in AS 10.55.115 and 10.55.206 and except 06 for a certificate of organization that contains a statement as provided in 07 AS 10.55.201(b)(3), a record delivered to the department for filing under this chapter 08 may specify an effective time and a delayed effective date. Subject to AS 10.55.115, 09 10.55.201(d)(1), and 10.55.206, a record filed by the department is effective 10 (1) if the record does not specify either an effective time or a delayed 11 effective date, on the date and at the time the record is filed as evidenced by the 12 department's endorsement of the date and time on the record; 13 (2) if the record specifies an effective time but not a delayed effective 14 date, on the date the record is filed at the time specified in the record; 15 (3) if the record specifies a delayed effective date but not an effective 16 time, at 12:01 a.m. on the earlier of 17 (A) the specified date; or 18 (B) the 90th day after the record is filed; or 19 (4) if the record specifies an effective time and a delayed effective 20 date, at the specified time on the earlier of 21 (A) the specified date; or 22 (B) the 90th day after the record is filed. 23 Sec. 10.55.206. Correcting filed record. (a) A limited liability company or 24 foreign limited liability company may deliver to the department for filing a statement 25 of correction to correct a record previously delivered by the company to the 26 department and filed by the department if, at the time of filing, the record contained 27 inaccurate information or was defectively signed. 28 (b) A statement of correction under (a) of this section may not state a delayed 29 effective date and must 30 (1) describe the record to be corrected, including its filing date, or 31 attach a copy of the record as filed;
01 (2) specify the inaccurate information and the reason it is inaccurate or 02 the manner in which the signing was defective; and 03 (3) correct the defective signature or inaccurate information. 04 (c) When filed by the department, a statement of correction under (a) of this 05 section is effective retroactively as of the effective date of the record the statement 06 corrects, but the statement is effective when filed 07 (1) for the purposes of AS 10.55.943(d); and 08 (2) as to persons who previously relied on the uncorrected record and 09 would be adversely affected by the retroactive effect. 10 Sec. 10.55.207. Liability for inaccurate information in filed record. (a) If a 11 record delivered to the department for filing under this chapter and filed by the 12 department contains inaccurate information, a person who suffers a loss by reliance on 13 the information may recover damages for the loss from 14 (1) a person who signed the record, or caused another to sign it on the 15 person's behalf, and knew the information to be inaccurate at the time the record was 16 signed; and 17 (2) subject to (b) of this section, a member of a member-managed 18 limited liability company or the manager of a manager-managed limited liability 19 company, if 20 (A) the record was delivered for filing on behalf of the 21 company; and 22 (B) the member or manager had notice of the inaccuracy for a 23 reasonably sufficient time before the information was relied upon so that, 24 before the reliance, the member or manager reasonably could have 25 (i) effected an amendment under AS 10.55.202; 26 (ii) filed a petition under AS 10.55.204; or 27 (iii) delivered to the department for filing a statement of 28 change under AS 10.55.114 or a statement of correction under 29 AS 10.55.206. 30 (b) To the extent that the operating agreement of a member-managed limited 31 liability company expressly relieves a member of responsibility for maintaining the
01 accuracy of information contained in records delivered on behalf of the company to 02 the department for filing under this chapter and imposes that responsibility on one or 03 more other members, the liability stated in (a)(2) of this section applies to those other 04 members and not to the member thatthe operating agreement relieves of the 05 responsibility. 06 (c) An individual who signs a record authorized or required to be filed under 07 this chapter affirms under penalty of perjury that the information stated in the record is 08 accurate. 09 Sec. 10.55.208. Certificate of existence or authorization. (a) The department, 10 upon request and payment of the requisite fee, shall furnish to any person a certificate 11 of existence for a limited liability company if the records filed with the department 12 show that the company has been formed under AS 10.55.201 and the department has 13 not filed a statement of termination pertaining to the company. A certificate of 14 existence must state 15 (1) the company's name; 16 (2) that the company was formed under the laws of this state and the 17 date of formation; 18 (3) whether all fees, taxes, and penalties due under this chapter or 19 another law to the department have been paid; 20 (4) whether the company's most recent annual report required by 21 AS 10.55.209 has been filed by the department; 22 (5) whether the department has administratively dissolved the 23 company; 24 (6) whether the company has delivered to the department for filing a 25 statement of dissolution; 26 (7) that a statement of termination has not been filed by the 27 department; and 28 (8) other facts of record in the department that are specified by the 29 person requesting the certificate. 30 (b) The department, upon request and payment of the requisite fee, shall 31 furnish to any person a certificate of authorization for a foreign limited liability
01 company if the records filed with the department show that the department has filed a 02 certificate of authority, has not revoked the certificate of authority, and has not filed a 03 notice of cancellation. A certificate of authorization must state 04 (1) the company's name and any alternate name adopted under 05 AS 10.55.805(a) for use in this state; 06 (2) that the company is authorized to transact business in this state; 07 (3) whether all fees, taxes, and penalties due under this chapter or 08 another law to the department have been paid; 09 (4) whether the company's most recent annual report required by 10 AS 10.55.209 has been filed by the department; 11 (5) that the department has not revoked the company's certificate of 12 authority and has not filed a notice of cancellation; and 13 (6) other facts of record in the department that are specified by the 14 person requesting the certificate. 15 (c) Subject to any qualification stated in the certificate, a certificate of 16 existence or certificate of authorization issued by the department is conclusive 17 evidence that the limited liability company is in existence or the foreign limited 18 liability company is authorized to transact business in this state. 19 Sec. 10.55.209. Annual report for department. (a) Each year, a limited 20 liability company or a foreign limited liability company authorized to transact business 21 in this state shall deliver to the department for filing a report that states 22 (1) the name of the company; 23 (2) the street and mailing addresses of the company's designated office 24 and the name and the street and mailing addresses of its agent for service of process in 25 this state; 26 (3) the street and mailing addresses of its principal office; and 27 (4) in the case of a foreign limited liability company, the state or other 28 jurisdiction under whose law the company is formed and any alternate name adopted 29 under AS 10.55.805(a). 30 (b) Information in an annual report under this section must be current as of the 31 date the report is delivered to the department for filing.
01 (c) The first annual report under this section shall be delivered to the 02 department between January 1 and April 1 of the year following the calendar year in 03 which a limited liability company was formed or a foreign limited liability company 04 was authorized to transact business. A report shall be delivered to the department 05 between January 1 and April 1 of each subsequent calendar year. 06 (d) If an annual report under this section does not contain the information 07 required in (a) of this section, the department shall promptly notify the reporting 08 limited liability company or foreign limited liability company and return the report to 09 it for correction. If the report is corrected to contain the information required in (a) of 10 this section and delivered to the department within 30 days after the effective date of 11 the notice, it is timely delivered. 12 (e) If an annual report under this section contains an address of a designated 13 office or the name or address of an agent for service of process that differs from the 14 information shown in the records of the department immediately before the annual 15 report becomes effective, the differing information in the annual report is considered a 16 statement of change under AS 10.55.114. 17 Article 6. Relations of Members and Managers to Persons Dealing with Limited 18 Liability Company. 19 Sec. 10.55.301. No agency power of member as member. (a) A member is 20 not an agent of a limited liability company solely by reason of being a member. 21 (b) A person's status as a member does not prevent or restrict law other than 22 this chapter from imposing liability on a limited liability company because of the 23 person's conduct. 24 Sec. 10.55.302. Statement of authority. (a) A limited liability company may 25 deliver to the department for filing a statement of authority. The statement 26 (1) must include the name of the company and the street and mailing 27 addresses of its designated office; 28 (2) with respect to a position that exists in or with respect to the 29 company, may state the authority, or limitations on the authority, of all persons 30 holding the position to 31 (A) execute an instrument transferring real property held in the
01 name of the company; or 02 (B) enter into other transactions on behalf of, or otherwise act 03 for or bind, the company; and 04 (3) may state the authority, or limitations on the authority, of a specific 05 person to 06 (A) execute an instrument transferring real property held in the 07 name of the company; or 08 (B) enter into other transactions on behalf of, or otherwise act 09 for or bind, the company. 10 (b) To amend or cancel a statement of authority filed by the department under 11 AS 10.55.205(a), a limited liability company shall deliver to the department for filing 12 an amendment or cancellation stating 13 (1) the name of the company; 14 (2) the street and mailing addresses of the company's designated 15 office; 16 (3) the caption of the statement being amended or cancelled and the 17 date the statement being affected became effective; and 18 (4) the contents of the amendment or a declaration that the statement 19 being affected is cancelled. 20 (c) A statement of authority affects only the power of a person to bind a 21 limited liability company to persons who are not members. 22 (d) Subject to (c) of this section and AS 10.55.943(d) and except as otherwise 23 provided in (f) - (h) of this section, a limitation on the authority of a person or a 24 position contained in an effective statement of authority is not by itself evidence of 25 knowledge or notice of the limitation by a person. 26 (e) Subject to (c) of this section, a grant of authority not pertaining to transfers 27 of real property and contained in an effective statement of authority is conclusive in 28 favor of a person who gives value in reliance on the grant, except to the extent that, 29 when the person gives value, 30 (1) the person has knowledge to the contrary; 31 (2) the statement has been cancelled or restrictively amended under (b)
01 of this section; or 02 (3) a limitation on the grant is contained in another statement of 03 authority that became effective after the statement containing the grant became 04 effective. 05 (f) Subject to (c) of this section, an effective statement of authority that grants 06 authority to transfer real property held in the name of the limited liability company 07 and that is recorded by certified copy in the office for recording transfers of the real 08 property is conclusive in favor of a person who gives value in reliance on the grant 09 without knowledge to the contrary, except to the extent that, when the person gives 10 value, 11 (1) the statement has been cancelled or restrictively amended under (b) 12 of this section and a certified copy of the cancellation or restrictive amendment has 13 been recorded in the office for recording transfers of the real property; or 14 (2) a limitation on the grant is contained in another statement of 15 authority that became effective after the statement containing the grant became 16 effective and a certified copy of the later-effective statement is recorded in the office 17 for recording transfers of the real property. 18 (g) Subject to (c) of this section, if a certified copy of an effective statement 19 containing a limitation on the authority to transfer real property held in the name of a 20 limited liability company is recorded in the office for recording transfers of that real 21 property, all persons are considered to know of the limitation. 22 (h) Subject to (i) of this section, an effective statement of dissolution or 23 termination is a cancellation of a filed statement of authority for the purposes of (f) of 24 this section and is a limitation on authority for the purposes of (g) of this section. 25 (i) After a statement of dissolution becomes effective, a limited liability 26 company may deliver to the department for filing and, if appropriate, may record a 27 statement of authority that is designated as a postdissolution statement of authority. 28 The statement operates as provided in (f) and (g) of this section. 29 (j) Unless earlier cancelled, an effective statement of authority is cancelled by 30 operation of law five years after the date on which the statement, or its most recent 31 amendment, becomes effective. This cancellation operates without need for recording
01 under (f) or (g) of this section. 02 (k) An effective statement of denial operates as a restrictive amendment under 03 this section and may be recorded by certified copy for the purposes of (f)(1) of this 04 section. 05 Sec. 10.55.303. Statement of denial. A person named in a filed statement of 06 authority granting that person authority may deliver to the department for filing a 07 statement of denial that 08 (1) provides the name of the limited liability company and the caption 09 of the statement of authority to which the statement of denial pertains; and 10 (2) denies the grant of authority. 11 Sec. 10.55.304. Liability of members and managers. (a) The debts, 12 obligations, or other liabilities of a limited liability company, whether arising in 13 contract, tort, or otherwise, 14 (1) are solely the debts, obligations, or other liabilities of the company; 15 and 16 (2) do not become the debts, obligations, or other liabilities of a 17 member or manager solely by reason of the member's acting as a member or the 18 manager's acting as a manager. 19 (b) The failure of a limited liability company to observe particular formalities 20 relating to the exercise of its powers or management of its activities is not a ground for 21 imposing liability on the members or managers for the debts, obligations, or other 22 liabilities of the company. 23 Article 7. Relations of Members to Each Other and to Limited Liability Company. 24 Sec. 10.55.401. Becoming member. (a) If a limited liability company is to 25 have only one member upon formation, the person becomes a member as agreed by 26 that person and the organizer of the company. That person and the organizer may be, 27 but do not need to be, different persons. If different, the organizer acts on behalf of the 28 initial member. 29 (b) If a limited liability company is to have more than one member upon 30 formation, those persons become members as agreed by the persons before the 31 formation of the company. The organizer acts on behalf of the persons in forming the
01 company and may be, but does not need to be, one of the persons. 02 (c) If a filed certificate of organization contains the statement required by 03 AS 10.55.201(b)(3), a person becomes an initial member of the limited liability 04 company with the consent of a majority of the organizers. The organizers may consent 05 to more than one person simultaneously becoming the company's initial members. 06 (d) After formation of a limited liability company, a person becomes a 07 member 08 (1) as provided in the operating agreement; 09 (2) as the result of a transaction effective under AS 10.55.912 - 10 10.55.931; 11 (3) with the consent of all the members; or 12 (4) if, within 90 consecutive days after the company ceases to have any 13 members, 14 (A) the last person to have been a member, or the legal 15 representative of that person, designates a person to become a member; and 16 (B) the designated person consents to become a member. 17 (e) A person may become a member without acquiring a transferable interest 18 and without making or being obligated to make a contribution to the limited liability 19 company. 20 Sec. 10.55.402. Form of contribution. A contribution may consist of tangible 21 or intangible property or another benefit to a limited liability company, including 22 money, services performed, promissory notes, other agreements to contribute money 23 or property, and contracts for services to be performed. 24 Sec. 10.55.403. Liability for contributions. (a) A person's obligation to make 25 a contribution to a limited liability company is not excused by the person's death, 26 disability, or other inability to perform personally. If a person does not make a 27 required contribution, the person or the person's estate is obligated to contribute 28 money equal to the value of the part of the contribution that has not been made, at the 29 option of the company. 30 (b) A creditor of a limited liability company that extends credit or otherwise 31 acts in reliance on an obligation described in (a) of this section may enforce the
01 obligation. 02 Sec. 10.55.404. Sharing of and right to distributions before dissolution. (a) 03 A distribution made by a limited liability company before its dissolution and winding 04 up must be in equal shares among members and dissociated members, except to the 05 extent necessary to comply with a transfer effective under AS 10.55.502 and a 06 charging order in effect under AS 10.55.503. 07 (b) A person has a right to a distribution before the dissolution and winding up 08 of a limited liability company only if the company decides to make an interim 09 distribution. A person's dissociation does not entitle the person to a distribution. 10 (c) A person does not have a right to demand or receive a distribution from a 11 limited liability company in a form other than money. Except as otherwise provided in 12 AS 10.55.708(c), a limited liability company may distribute an asset in kind if each 13 part of the asset is fungible with each other part and each person receives a percentage 14 of the asset equal in value to the person's share of distributions. 15 (d) If a member or transferee becomes entitled to receive a distribution, the 16 member or transferee has the status of, and is entitled to all remedies available to, a 17 creditor of the limited liability company with respect to the distribution. 18 Sec. 10.55.405. Limitations on distribution. (a) A limited liability company 19 may not make a distribution if, after the distribution, 20 (1) the company would not be able to pay its debts as they become due 21 in the ordinary course of the company's activities; or 22 (2) the company's total assets would be less than the sum of its total 23 liabilities plus the amount that would be needed, if the company were to be dissolved, 24 wound up, and terminated at the time of the distribution, to satisfy the preferential 25 rights upon dissolution, winding up, and termination of members whose preferential 26 rights are superior to those of persons receiving the distribution. 27 (b) A limited liability company may base a determination that a distribution is 28 not prohibited under (a) of this section on financial statements prepared on the basis of 29 accounting practices and principles that are reasonable in the circumstances or on a 30 fair valuation or other method that is reasonable under the circumstances. 31 (c) Except as otherwise provided in (f) of this section, the effect of a
01 distribution under (a) of this section is measured, 02 (1) in the case of a distribution by purchase, redemption, or other 03 acquisition of a transferable interest in the company, as of the date money or other 04 property is transferred or debt incurred by the company; and 05 (2) in all other cases, as of the date 06 (A) the distribution is authorized, if the payment occurs within 07 120 days after that date; or 08 (B) the payment is made, if the payment occurs more than 120 09 days after the distribution is authorized. 10 (d) A limited liability company's indebtedness to a member incurred by reason 11 of a distribution made in accordance with this section is at parity with the company's 12 indebtedness to its general, unsecured creditors. 13 (e) A limited liability company's indebtedness, including indebtedness issued 14 in connection with or as part of a distribution, is not a liability for purposes of (a) of 15 this section if the terms of the indebtedness provide that payment of principal and 16 interest are made only to the extent that a distribution could be made to members 17 under this section. 18 (f) If indebtedness is issued as a distribution, each payment of principal or 19 interest on the indebtedness is treated as a distribution, the effect of which is measured 20 on the date the payment is made. 21 (g) In (a) of this section, "distribution" does not include amounts constituting 22 reasonable compensation for present or past services or reasonable payments made in 23 the ordinary course of business under a bona fide retirement plan or other benefits 24 program. 25 Sec. 10.55.406. Liability for improper distributions. (a) Except as otherwise 26 provided in (b) of this section, if a member of a member-managed limited liability 27 company or manager of a manager-managed limited liability company consents to a 28 distribution made in violation of AS 10.55.405 and, in consenting to the distribution, 29 fails to comply with AS 10.55.409, the member or manager is personally liable to the 30 company for the amount of the distribution that exceeds the amount that could have 31 been distributed without the violation of AS 10.55.405.
01 (b) To the extent the operating agreement of a member-managed limited 02 liability company expressly relieves a member of the authority and responsibility to 03 consent to distributions and imposes that authority and responsibility on one or more 04 other members, the liability stated in (a) of this section applies to the other members 05 and not the member that the operating agreement relieves of authority and 06 responsibility. 07 (c) A person who receives a distribution knowing that the distribution to that 08 person was made in violation of AS 10.55.405 is personally liable to the limited 09 liability company but only to the extent that the distribution received by the person 10 exceeded the amount that could have been properly paid under AS 10.55.405. 11 (d) A person against whom an action is commenced because the person is 12 liable under (a) of this section may implead 13 (1) another person who is subject to liability under (a) of this section 14 and seek to compel contribution from the person; and 15 (2) a person who received a distribution in violation of (c) of this 16 section and seek to compel contribution from the person in the amount the person 17 received in violation of (c) of this section. 18 (e) An action under this section is barred if not commenced within two years 19 after the distribution. 20 Sec. 10.55.407. Management of limited liability company. (a) A limited 21 liability company is a member-managed limited liability company unless the operating 22 agreement 23 (1) expressly provides that 24 (A) the company is or will be "manager-managed"; 25 (B) the company is or will be "managed by managers"; or 26 (C) management of the company is or will be "vested in 27 managers"; or 28 (2) includes words of similar import. 29 (b) In a member-managed limited liability company, the following rules 30 apply: 31 (1) the management and conduct of the company are vested in the
01 members; 02 (2) each member has equal rights in the management and conduct of 03 the company's activities; 04 (3) a difference arising among members as to a matter in the ordinary 05 course of the activities of the company may be decided by a majority of the members; 06 (4) an act outside the ordinary course of the activities of the company 07 may be undertaken only with the consent of all members; 08 (5) the operating agreement may be amended only with the consent of 09 all members. 10 (c) In a manager-managed limited liability company, the following rules 11 apply: 12 (1) except as otherwise expressly provided in this chapter, a matter 13 relating to the activities of the company is decided exclusively by the managers; 14 (2) each manager has equal rights in the management and conduct of 15 the activities of the company; 16 (3) a difference arising among managers as to a matter in the ordinary 17 course of the activities of the company may be decided by a majority of the managers; 18 (4) the consent of all members is required to 19 (A) sell, lease, exchange, or otherwise dispose of all, or 20 substantially all, of the company's property, with or without the good will, 21 outside the ordinary course of the company's activities; 22 (B) approve a merger, conversion, or domestication under 23 AS 10.55.912 - 10.55.931; 24 (C) undertake another act outside the ordinary course of the 25 company's activities; and 26 (D) amend the operating agreement; 27 (5) a manager may be chosen by the consent of a majority of the 28 members and remains a manager until a successor has been chosen, unless the 29 manager at an earlier time resigns, is removed, or dies, or, in the case of a manager 30 who is not an individual, terminates; a manager may be removed by the consent of a 31 majority of the members without notice or cause;
01 (6) a person does not need to be a member to be a manager, but the 02 dissociation of a member who is also a manager removes the person as a manager; if a 03 person who is both a manager and a member ceases to be a manager, that cessation 04 does not by itself dissociate the person as a member; 05 (7) a person's ceasing to be a manager does not discharge a debt, 06 obligation, or other liability to the limited liability company or members that the 07 person incurred while a manager. 08 (d) An action requiring the consent of members under this chapter may be 09 taken without a meeting, and a member may appoint a proxy or other agent to consent 10 or otherwise act for the member by signing an appointing record, personally or by the 11 member's agent. 12 (e) The dissolution of a limited liability company does not affect the 13 applicability of this section. However, a person who wrongfully causes dissolution of 14 the company loses the right to participate in management as a member and a manager. 15 (f) This chapter does not entitle a member to remuneration for services 16 performed for a member-managed limited liability company, except for reasonable 17 compensation for services rendered in winding up the activities of the company. 18 Sec. 10.55.408. Indemnification and insurance. (a) A limited liability 19 company shall reimburse for a payment made and indemnify for a debt, obligation, or 20 other liability incurred by a member of a member-managed company or the manager 21 of a manager-managed company in the course of the member's or manager's activities 22 on behalf of the company, if, in making the payment or incurring the debt, obligation, 23 or other liability, the member or manager complied with the duties stated in 24 AS 10.55.405 and 10.55.409. 25 (b) A limited liability company may purchase and maintain insurance on 26 behalf of a member or manager of the company against liability asserted against or 27 incurred by the member or manager in that capacity or arising from that status even if, 28 under AS 10.55.110(g), the operating agreement could not eliminate or limit the 29 person's liability to the company for the conduct giving rise to the liability. 30 Sec. 10.55.409. Standards of conduct for members and managers. (a) A 31 member of a member-managed limited liability company owes to the company and,
01 subject to AS 10.55.901(b), the other members the fiduciary duties of loyalty and care 02 stated in (b) and (c) of this section. 03 (b) The duty of loyalty of a member in a member-managed limited liability 04 company includes the duties to 05 (1) account to the company and to hold as trustee for it property, profit, 06 or benefit derived by the member 07 (A) in the conduct or winding up of the company's activities; 08 (B) from a use by the member of the company's property; or 09 (C) from the appropriation of a limited liability company 10 opportunity; 11 (2) refrain from dealing with the company in the conduct or winding 12 up of the company's activities as or on behalf of a person having an interest adverse to 13 the company; and 14 (3) refrain from competing with the company in the conduct of the 15 company's activities before the dissolution of the company. 16 (c) Subject to the business judgment rule, the duty of care of a member of a 17 member-managed limited liability company in the conduct and winding up of the 18 company's activities is to act with the care that a person in a like position would 19 reasonably exercise under similar circumstances and in a manner the member 20 reasonably believes to be in the best interests of the company. In discharging this duty, 21 a member may rely in good faith on opinions, reports, statements, or other information 22 provided by another person that the member reasonably believes is a competent and 23 reliable source for the information. 24 (d) A member in a member-managed limited liability company or a manager- 25 managed limited liability company shall discharge the duties under this chapter or 26 under the operating agreement and exercise rights consistently with the contractual 27 obligation of good faith and fair dealing. 28 (e) It is a defense to a claim under (b)(2) of this section and a comparable 29 claim in equity or at common law that the transaction was fair to the limited liability 30 company. 31 (f) All of the members of a member-managed limited liability company or a
01 manager-managed limited liability company may authorize or ratify, after full 02 disclosure of all material facts, a specific act or transaction that otherwise would 03 violate the duty of loyalty. 04 (g) In a manager-managed limited liability company, the following rules 05 apply: 06 (1) the provisions of (a) - (c) and (e) of this section apply to the 07 manager or managers and not the members; 08 (2) the duty stated under (b)(3) of this section continues until winding 09 up is completed; 10 (3) the provisions of (d) of this section apply to the members and 11 manager; 12 (4) the provisions of (f) of this section apply only to the members; 13 (5) a member does not have a fiduciary duty to the company or to 14 another member solely by reason of being a member. 15 Sec. 10.55.410. Right of members, managers, and dissociated members to 16 information. (a) In a member-managed limited liability company, the following rules 17 apply: 18 (1) on reasonable notice, a member may inspect and copy, during 19 regular business hours, at a reasonable location specified by the company, a record 20 maintained by the company regarding the company's activities, financial condition, 21 and other circumstances, to the extent the information is material to the member's 22 rights and duties under the operating agreement or this chapter; 23 (2) the company shall furnish to each member 24 (A) without demand, information concerning the company's 25 activities, financial condition, and other circumstances that the company knows 26 and is material to the proper exercise of the member's rights and duties under 27 the operating agreement or this chapter, except to the extent the company can 28 establish that it reasonably believes the member already knows the 29 information; and 30 (B) on demand, other information concerning the company's 31 activities, financial condition, and other circumstances, except to the extent the
01 demand or information demanded is unreasonable or otherwise improper under 02 the circumstances; 03 (3) the duty to furnish information under (2) of this subsection also 04 applies to each member to the extent the member knows any of the information 05 described in (2) of this subsection. 06 (b) In a manager-managed limited liability company, the following rules 07 apply: 08 (1) the informational rights stated in (a) of this section and the duty 09 stated in (a)(3) of this section apply to the managers and not the members; 10 (2) during regular business hours and at a reasonable location specified 11 by the company, a member may obtain from the company and inspect and copy full 12 information regarding the activities, financial condition, and other circumstances of 13 the company as is just and reasonable if 14 (A) the member seeks the information for a purpose material to 15 the member's interest as a member; 16 (B) the member makes a demand in a record received by the 17 company, describing with reasonable particularity the information sought and 18 the purpose for seeking the information; and 19 (C) the information sought is directly connected to the 20 member's purpose; 21 (3) within 10 days after receiving a demand under (2)(B) of this 22 subsection, the company shall in a record inform the member that made the demand 23 (A) of the information that the company will provide in 24 response to the demand and when and where the company will provide the 25 information; and 26 (B) if the company declines to provide any demanded 27 information, the company's reasons for declining; 28 (4) whenever this chapter or an operating agreement provides for a 29 member to give or withhold consent to a matter, before the consent is given or 30 withheld, the company shall, without demand, provide the member with all 31 information that is known to the company and is material to the member's decision.
01 (c) On 10 days' demand made in a record received by a limited liability 02 company, a dissociated member may have access to information to which the person 03 was entitled while a member if the information pertains to the period during which the 04 person was a member, the person seeks the information in good faith, and the person 05 satisfies the requirements imposed on a member by (b)(2) of this section. The 06 company shall respond to a demand made under this subsection in the manner 07 provided in (b)(3) of this section. 08 (d) A limited liability company may charge a person who makes a demand 09 under this section the reasonable costs of copying, limited to the costs of labor and 10 material. 11 (e) A member or dissociated member may exercise rights under this section 12 through an agent or, in the case of an individual under legal disability, a legal 13 representative. A restriction or condition imposed by the operating agreement or under 14 (g) of this section applies both to the agent or legal representative and the member or 15 dissociated member. 16 (f) The rights under this section do not extend to a person as transferee. 17 (g) In addition to a restriction or condition stated in its operating agreement, a 18 limited liability company, as a matter within the ordinary course of its activities, may 19 impose reasonable restrictions and conditions on access to and use of information to 20 be furnished under this section, including designating information confidential and 21 imposing nondisclosure and safeguarding obligations on the recipient. In a dispute 22 concerning the reasonableness of a restriction under this subsection, the company has 23 the burden of proving reasonableness. 24 Article 8. Transferable Interests and Rights of Transferees and Creditors. 25 Sec. 10.55.501. Nature of transferable interest. A transferable interest is 26 personal property. 27 Sec. 10.55.502. Transfer of transferable interest. (a) A transfer, in whole or 28 in part, of a transferable interest 29 (1) is permissible; 30 (2) does not by itself cause a member's dissociation or a dissolution 31 and winding up of the limited liability company's activities; and
01 (3) subject to AS 10.55.504, does not entitle the transferee 02 (A) to participate in the management or conduct of the 03 company's activities; or 04 (B) except as otherwise provided in (c) of this section, to have 05 access to records or other information concerning the company's activities. 06 (b) A transferee has the right to receive, in accordance with the transfer, 07 distributions to which the transferor would otherwise be entitled. 08 (c) In a dissolution and winding up of a limited liability company, a transferee 09 is entitled to an account of the company's transactions only from the date of 10 dissolution. 11 (d) A transferable interest may be evidenced by a certificate of the interest 12 issued by the limited liability company in a record, and, subject to this section, the 13 interest represented by the certificate may be transferred by a transfer of the 14 certificate. 15 (e) A limited liability company does not have to give effect to a transferee's 16 rights under this section until the company has notice of the transfer. 17 (f) A transfer of a transferable interest in violation of a restriction on transfer 18 contained in the operating agreement is ineffective as to a person having notice of the 19 restriction at the time of transfer. 20 (g) Except as otherwise provided in AS 10.55.602(4)(B), when a member 21 transfers a transferable interest, the transferor retains the rights of a member other than 22 the interest in distributions transferred and retains all duties and obligations of a 23 member. 24 (h) When a member transfers a transferable interest to a person who becomes 25 a member with respect to the transferred interest, the transferee is liable for the 26 member's obligations under AS 10.55.403 and 10.55.406(c) known to the transferee 27 when the transferee becomes a member. 28 Sec. 10.55.503. Charging order. (a) On application by a judgment creditor of 29 a member or transferee, a court may enter a charging order against the transferable 30 interest of the judgment debtor for the unsatisfied amount of the judgment. A charging 31 order constitutes a lien on a judgment debtor's transferable interest and requires the
01 limited liability company to pay over to the person to whom the charging order was 02 issued a distribution that would otherwise be paid to the judgment debtor. 03 (b) To the extent necessary to carry out the collection of distributions under a 04 charging order in effect under (a) of this section, the court may 05 (1) appoint a receiver of the distributions subject to the charging order, 06 with the power to make all inquiries the judgment debtor might have made; and 07 (2) make all other orders necessary to give effect to the charging order. 08 (c) Upon a showing that distributions under a charging order will not pay the 09 judgment debt within a reasonable time, the court may foreclose the lien and order the 10 sale of the transferable interest. The purchaser at the foreclosure sale only obtains the 11 transferable interest, does not become a member because of the purchase at the 12 foreclosure sale, and is subject to AS 10.55.502. 13 (d) At any time before foreclosure under (c) of this section, the member or 14 transferee whose transferable interest is subject to a charging order under (a) of this 15 section may extinguish the charging order by satisfying the judgment and filing a 16 certified copy of the satisfaction with the court that issued the charging order. 17 (e) At any time before foreclosure under (c) of this section, a limited liability 18 company or one or more members whose transferable interests are not subject to the 19 charging order may pay to the judgment creditor the full amount due under the 20 judgment and, by the payment, succeed to the rights of the judgment creditor, 21 including the charging order. 22 (f) This chapter does not deprive a member or transferee of the benefit of an 23 exemption law applicable to the member's or transferee's transferable interest. 24 (g) This section provides the exclusive remedy by which a person seeking to 25 enforce a judgment against a member or transferee may, in the capacity of judgment 26 creditor, satisfy the judgment from the judgment debtor's transferable interest. 27 Sec. 10.55.504. Power of personal representative of deceased member. If a 28 member dies, the deceased member's personal representative or other legal 29 representative may exercise the rights of a transferee provided in AS 10.55.502(c) and, 30 for the purposes of settling the estate, the rights of a current member under 31 AS 10.55.410.
01 Article 9. Member's Dissociation. 02 Sec. 10.55.601. Member's power to dissociate; wrongful dissociation. (a) A 03 person has the power to dissociate as a member at any time, rightfully or wrongfully, 04 by withdrawing as a member by express will under AS 10.55.602(1). 05 (b) A person's dissociation from a limited liability company is wrongful only 06 if the dissociation 07 (1) is in breach of an express provision of the operating agreement; or 08 (2) occurs before the termination of the company and 09 (A) the person withdraws as a member by express will; 10 (B) the person is expelled as a member by judicial order under 11 AS 10.55.602(5); 12 (C) the person is dissociated under AS 10.55.602(7)(A) by 13 becoming a debtor in bankruptcy; or 14 (D) in the case of a person who is not a trust other than a 15 business trust, an estate, or an individual, the person is expelled or otherwise 16 dissociated as a member because it wilfully dissolved or terminated. 17 (c) A person who wrongfully dissociates as a member is liable to the limited 18 liability company and, subject to AS 10.55.901, to the other members for damages 19 caused by the dissociation. The liability is in addition to another debt, obligation, or 20 other liability of the member to the company or the other members. 21 Sec. 10.55.602. Events causing dissociation. A person is dissociated as a 22 member from a limited liability company when 23 (1) the company has notice of the person's express will to withdraw as 24 a member, but, if the person specified a withdrawal date later than the date the 25 company had notice, on that later date; 26 (2) an event stated in the operating agreement as causing the person's 27 dissociation occurs; 28 (3) the person is expelled as a member under the operating agreement; 29 (4) the person is expelled as a member by the unanimous consent of 30 the other members if 31 (A) it is unlawful to carry on the company's activities with the
01 person as a member; 02 (B) there has been a transfer of all of the person's transferable 03 interest in the company, other than 04 (i) a transfer for security purposes; or 05 (ii) a charging order in effect under AS 10.55.503 that 06 has not been foreclosed; 07 (C) the person is a corporation and, within 90 days after the 08 company notifies the person that it will be expelled as a member because the 09 person has filed a certificate of dissolution or the equivalent, its charter has 10 been revoked, or its right to conduct business has been suspended by the 11 jurisdiction of its incorporation, the certificate of dissolution has not been 12 revoked or its charter or right to conduct business has not been reinstated; or 13 (D) the person is a limited liability company or partnership that 14 has been dissolved and whose business is being wound up; 15 (5) on application by the company, the person is expelled as a member 16 by judicial order because the person 17 (A) has engaged, or is engaging, in wrongful conduct that has 18 adversely and materially affected, or will adversely and materially affect, the 19 company's activities; 20 (B) has wilfully or persistently committed, or is wilfully and 21 persistently committing, a material breach of the operating agreement or the 22 person's duties or obligations under AS 10.55.409; or 23 (C) has engaged in, or is engaging in, conduct relating to the 24 company's activities that makes it not reasonably practicable to carry on the 25 activities with the person as a member; 26 (6) in the case of a person who is an individual 27 (A) the person dies; or 28 (B) in a member-managed limited liability company 29 (i) a guardian or general conservator for the person is 30 appointed; or 31 (ii) there is a judicial order that the person has otherwise
01 become incapable of performing the person's duties as a member under 02 this chapter or the operating agreement; 03 (7) in a member-managed limited liability company, the person 04 (A) becomes a debtor in bankruptcy; 05 (B) executes an assignment for the benefit of creditors; or 06 (C) seeks, consents to, or acquiesces in the appointment of a 07 trustee, receiver, or liquidator of the person or of all or substantially all of the 08 person's property; 09 (8) in the case of a person that is a trust or is acting as a member by 10 virtue of being a trustee of a trust, the trust's entire transferable interest in the company 11 is distributed; 12 (9) in the case of a person that is an estate or who is acting as a 13 member by virtue of being a personal representative of an estate, the estate's entire 14 transferable interest in the company is distributed; 15 (10) in the case of a member who is not an individual, partnership, 16 limited liability company, corporation, trust, or estate, the termination of the member; 17 (11) the company participates in a merger under AS 10.55.912 - 18 10.55.931, if 19 (A) the company is not the surviving entity; or 20 (B) otherwise as a result of the merger, the person ceases to be 21 a member; 22 (12) the company participates in a conversion under AS 10.55.912 - 23 10.55.931; 24 (13) the company participates in a domestication under AS 10.55.912 - 25 10.55.931, if, as a result of the domestication, the person ceases to be a member; or 26 (14) the company terminates. 27 Sec. 10.55.603. Effect of person's dissociation as member. (a) When a 28 person is dissociated as a member of a limited liability company, 29 (1) the person's right to participate as a member in the management 30 and conduct of the company's activities terminates; 31 (2) if the company is member-managed, the person's fiduciary duties
01 as a member end with regard to matters arising and events occurring after the person's 02 dissociation; and 03 (3) subject to AS 10.55.504 and 10.55.912 - 10.55.931, a transferable 04 interest owned by the person immediately before dissociation in the person's capacity 05 as a member is owned by the person solely as a transferee. 06 (b) A person's dissociation as a member of a limited liability company does 07 not of itself discharge the person from a debt, obligation, or other liability to the 08 company or the other members that the person incurred while a member. 09 Article 10. Dissolution and Winding Up. 10 Sec. 10.55.701. Events causing dissolution. (a) A limited liability company is 11 dissolved, and its activities must be wound up, upon the occurrence of any of the 12 following: 13 (1) an event or circumstance that the operating agreement states causes 14 dissolution; 15 (2) the consent of all the members; 16 (3) the passage of 90 consecutive days during which the company does 17 not have members; 18 (4) on application by a member, the entry by the court of an order 19 dissolving the company on the grounds that 20 (A) the conduct of all or substantially all of the company's 21 activities is unlawful; or 22 (B) it is not reasonably practicable to carry on the company's 23 activities in conformity with the certificate of organization and the operating 24 agreement; or 25 (5) on application by a member, the entry by the court of an order 26 dissolving the company on the grounds that the managers or those members in control 27 of the company 28 (A) have acted, are acting, or will act in a manner that is illegal 29 or fraudulent; or 30 (B) have acted or are acting in a manner that is oppressive and 31 was, is, or will be directly harmful to the applicant.
01 (b) In a proceeding brought under (a)(5) of this section, the court may order a 02 remedy other than dissolution. 03 Sec. 10.55.702. Winding up. (a) A dissolved limited liability company shall 04 wind up its activities, and the company continues after dissolution only for the purpose 05 of winding up. 06 (b) In winding up its activities, a limited liability company 07 (1) shall discharge the company's debts, obligations, or other liabilities, 08 settle and close the company's activities, and marshal and distribute the assets of the 09 company; and 10 (2) may 11 (A) deliver to the department for filing a statement of 12 dissolution stating the name of the company and that the company is dissolved; 13 (B) preserve the company activities and property as a going 14 concern for a reasonable time; 15 (C) prosecute and defend actions and proceedings, whether 16 civil, criminal, or administrative; 17 (D) transfer the company's property; 18 (E) settle disputes by mediation or arbitration; 19 (F) deliver to the department for filing a statement of 20 termination stating the name of the company and that the company is 21 terminated; and 22 (G) perform other acts necessary or appropriate to the winding 23 up. 24 (c) If a dissolved limited liability company does not have members, the legal 25 representative of the last person to have been a member may wind up the activities of 26 the company. If the person winds up the activities of the company, the person has the 27 powers of a sole manager under AS 10.55.407(c) and is considered to be a manager 28 for the purposes of AS 10.55.304(a)(2). 29 (d) If the legal representative under (c) of the section declines or fails to wind 30 up the company's activities, a person may be appointed to do so by the consent of 31 transferees owning a majority of the rights to receive distributions as transferees at the
01 time the consent is to be effective. A person appointed under this subsection 02 (1) has the powers of a sole manager under AS 10.55.407(c) and is 03 considered to be a manager for the purposes of AS 10.55.304(a)(2); and 04 (2) shall promptly deliver to the department for filing an amendment to 05 the company's certificate of organization to 06 (A) state that the company has no members; 07 (B) state that the person has been appointed under this 08 subsection to wind up the company; and 09 (C) provide the street and mailing addresses of the person. 10 (e) The court may order judicial supervision of the winding up of a dissolved 11 limited liability company, including the appointment of a person to wind up the 12 company's activities, 13 (1) on application of a member, if the applicant establishes good cause; 14 (2) on the application of a transferee, if 15 (A) the company does not have members; 16 (B) the legal representative of the last person to have been a 17 member declines or fails to wind up the company's activities; and 18 (C) within a reasonable time following the dissolution, a person 19 has not been appointed under (c) of this section; or 20 (3) in connection with a proceeding under AS 10.55.701(a)(4) or (5). 21 Sec. 10.55.703. Known claims against dissolved limited liability company. 22 (a) Except as otherwise provided in (d) of this section, a dissolved limited liability 23 company may give notice of a known claim under (b) of this section, which has the 24 effect as provided in (c) of this section. 25 (b) A dissolved limited liability company may in a record notify its known 26 claimants of the dissolution. The notice must 27 (1) specify the information required to be included in a claim; 28 (2) provide a mailing address to which the claim is to be sent; 29 (3) state the deadline for receipt of the claim, which may not be less 30 than 120 days after the date the notice is received by the claimant; and 31 (4) state that the claim will be barred if not received by the deadline.
01 (c) A claim against a dissolved limited liability company is barred if the 02 requirements of (b) of this section are met and 03 (1) the claim is not received by the specified deadline; or 04 (2) if the claim is timely received but rejected by the company, 05 (A) the company causes the claimant to receive a notice in a 06 record stating that the claim is rejected and will be barred unless the claimant 07 commences an action against the company to enforce the claim within 90 days 08 after the claimant receives the notice; and 09 (B) the claimant does not commence the required action within 10 the 90 days. 11 (d) This section does not apply to a claim based on an event occurring after 12 the effective date of dissolution or a liability that on that date is contingent. 13 Sec. 10.55.704. Other claims against dissolved limited liability company. 14 (a) A dissolved limited liability company may publish notice of its dissolution and 15 request persons having claims against the company to present them in accordance with 16 the notice. 17 (b) The notice authorized by (a) of this section must 18 (1) be published at least once in a newspaper of general circulation in 19 the judicial district of this state in which the dissolved limited liability company's 20 principal office is located or, if it does not have its principal office in this state, in the 21 judicial district in which the company's designated office is or was last located; 22 (2) describe the information required to be contained in a claim and 23 provide a mailing address to which the claim is to be sent; and 24 (3) state that a claim against the company is barred unless an action to 25 enforce the claim is commenced within five years after publication of the notice. 26 (c) If a dissolved limited liability company publishes a notice in accordance 27 with (b) of this section, unless the claimant commences an action to enforce the claim 28 against the company within five years after the publication date of the notice, the 29 claim of each of the following claimants is barred: 30 (1) a claimant who did not receive notice in a record under 31 AS 10.55.703;
01 (2) a claimant whose claim was timely sent to the company but not 02 acted on; and 03 (3) a claimant whose claim is contingent at, or based on an event 04 occurring after, the effective date of dissolution. 05 (d) A claim not barred under this section may be enforced 06 (1) against a dissolved limited liability company, to the extent of its 07 undistributed assets; and 08 (2) if assets of the company have been distributed after dissolution, 09 against a member or transferee to the extent of that person's proportionate share of the 10 claim or of the assets distributed to the member or transferee after dissolution, 11 whichever is less, but a person's total liability for all claims under this paragraph does 12 not exceed the total amount of assets distributed to the person after dissolution. 13 Sec. 10.55.705. Administrative dissolution. (a) The department may dissolve 14 a limited liability company administratively if the company does not 15 (1) pay, within 60 days after the due date, a fee, tax, or penalty due to 16 the department under this chapter or law other than this chapter; or 17 (2) deliver, within 60 days after the due date, its annual report to the 18 department. 19 (b) If the department determines that a ground exists for administratively 20 dissolving a limited liability company, the department shall file a record of the 21 determination and serve the company with a copy of the filed record. 22 (c) If, within 60 days after service of the copy under (b) of this section, a 23 limited liability company does not correct each ground for dissolution or demonstrate 24 to the reasonable satisfaction of the department that each ground determined by the 25 department does not exist, the department shall dissolve the company administratively 26 by preparing, signing, and filing a declaration of dissolution that states the grounds for 27 dissolution. The department shall serve the company with a copy of the filed 28 declaration. 29 (d) A limited liability company that has been administratively dissolved 30 continues in existence but, subject to AS 10.55.706, may carry on only activities 31 necessary to wind up its activities and liquidate its assets under AS 10.55.702 and
01 10.55.708 and to notify claimants under AS 10.55.703 and 10.55.704. 02 (e) The administrative dissolution of a limited liability company does not 03 terminate the authority of its agent for service of process. 04 Sec. 10.55.706. Reinstatement following administrative dissolution. (a) A 05 limited liability company that has been administratively dissolved may apply to the 06 department for reinstatement within two years after the effective date of dissolution. 07 The application shall be delivered to the department for filing and state 08 (1) the name of the company and the effective date of its dissolution; 09 (2) that the grounds for dissolution did not exist or have been 10 eliminated; and 11 (3) that the company's name satisfies the requirements of 12 AS 10.55.108. 13 (b) If the department determines that an application under (a) of this section 14 contains the required information and that the information is correct, the department 15 shall prepare a declaration of reinstatement that states this determination, sign and file 16 the original of the declaration of reinstatement, and serve the limited liability company 17 with a copy. 18 (c) When a reinstatement becomes effective, it relates back to and takes effect 19 as of the effective date of the administrative dissolution, and the limited liability 20 company may resume its activities as if the dissolution had not occurred. 21 Sec. 10.55.707. Appeal from rejection of reinstatement. (a) If the 22 department rejects a limited liability company's application for reinstatement 23 following administrative dissolution, the department shall prepare, sign, and file a 24 notice that explains the reason for rejection and serve the company with a copy of the 25 notice. 26 (b) Within 30 days after service of a notice of rejection of reinstatement under 27 (a) of this section, a limited liability company may appeal from the rejection by 28 petitioning the court to set aside the dissolution. The petition must be served on the 29 department and contain a copy of the department's declaration of dissolution, the 30 company's application for reinstatement, and the department's notice of rejection. 31 (c) The court may order the department to reinstate a dissolved limited
01 liability company or take other action the court considers appropriate. 02 Sec. 10.55.708. Distribution of assets in winding up limited liability 03 company's activities. (a) In winding up its activities, a limited liability company shall 04 apply its assets to discharge its obligations to creditors, including members who are 05 creditors. 06 (b) After a limited liability company complies with (a) of this section, a 07 surplus shall be distributed in the following order, subject to a charging order in effect 08 under AS 10.55.503: 09 (1) to each person owning a transferable interest that reflects 10 contributions made by a member and not previously returned, an amount equal to the 11 value of the unreturned contributions; and 12 (2) in equal shares among members and dissociated members, except 13 to the extent necessary to comply with a transfer effective under AS 10.55.502. 14 (c) If a limited liability company does not have sufficient surplus to comply 15 with (b)(1) of this section, a surplus shall be distributed among the owners of 16 transferable interests in proportion to the value of their respective unreturned 17 contributions. 18 (d) All distributions made under (b) and (c) of this section shall be paid in 19 money. 20 Article 11. Foreign Limited Liability Companies. 21 Sec. 10.55.801. Governing law. (a) The law of the state or other jurisdiction 22 under which a foreign limited liability company is formed governs 23 (1) the internal affairs of the company; and 24 (2) the liability of a member as member and a manager as manager for 25 the debts, obligations, or other liabilities of the company. 26 (b) A foreign limited liability company may not be denied a certificate of 27 authority by reason of any difference between the law of the jurisdiction under which 28 the company is formed and the law of this state. 29 (c) A certificate of authority does not authorize a foreign limited liability 30 company to engage in any business or exercise any power that a limited liability 31 company may not engage in or exercise in this state.
01 Sec. 10.55.802. Application for certificate of authority. (a) A foreign limited 02 liability company may apply for a certificate of authority to transact business in this 03 state by delivering an application to the department for filing. The application must 04 state 05 (1) the name of the company and, if the name does not comply with 06 AS 10.55.108, an alternate name adopted under AS 10.55.805(a); 07 (2) the name of the state or other jurisdiction under whose law the 08 company is formed; 09 (3) the street and mailing addresses of the company's principal office 10 and, if the law of the jurisdiction under which the company is formed requires the 11 company to maintain an office in that jurisdiction, the street and mailing addresses of 12 the required office; and 13 (4) the name and street and mailing addresses of the company's initial 14 agent for service of process in this state. 15 (b) A foreign limited liability company shall deliver with a completed 16 application under (a) of this section a certificate of existence or a record of similar 17 import signed by the department or other official having custody of the company's 18 publicly filed records in the state or other jurisdiction under whose law the company is 19 formed. 20 Sec. 10.55.803. Activities not constituting transacting business. (a) 21 Activities of a foreign limited liability company that do not constitute transacting 22 business in this state within the meaning of AS 10.55.801 - 10.55.809 include 23 (1) maintaining, defending, or settling an action or proceeding; 24 (2) carrying on an activity concerning its internal affairs, including 25 holding meetings of its members or managers; 26 (3) maintaining accounts in financial institutions; 27 (4) maintaining offices or agencies for the transfer, exchange, and 28 registration of the company's own securities or maintaining trustees or depositories 29 with respect to those securities; 30 (5) selling through independent contractors; 31 (6) soliciting or obtaining orders, whether by mail or electronic means
01 or through employees or agents or otherwise, if the orders require acceptance outside 02 this state before they become contracts; 03 (7) creating or acquiring indebtedness, mortgages, or security interests 04 in real or personal property; 05 (8) securing or collecting debts or enforcing mortgages or other 06 security interests in property securing the debts and holding, protecting, or maintaining 07 the property acquired; 08 (9) conducting an isolated transaction that is completed within 30 days 09 and is not in the course of similar transactions; and 10 (10) transacting business in interstate commerce. 11 (b) For purposes of AS 10.55.801 - 10.55.809, the ownership in this state of 12 income-producing real property or tangible personal property, other than property 13 excluded under (a) of this section, constitutes transacting business in this state. 14 (c) This section does not apply in determining the contacts or activities that 15 may subject a foreign limited liability company to service of process, taxation, or 16 regulation under the law of this state other than this chapter. 17 Sec. 10.55.804. Filing of certificate of authority. Unless the department 18 determines that an application for a certificate of authority does not comply with the 19 filing requirements of this chapter, the department, upon payment of all filing fees, 20 shall file the application of a foreign limited liability company, prepare, sign, and file a 21 certificate of authority to transact business in this state, and send a copy of the filed 22 certificate, together with a receipt for the fees, to the company or its representative. 23 Sec. 10.55.805. Noncomplying name of foreign limited liability company. 24 (a) A foreign limited liability company whose name does not comply with 25 AS 10.55.108 may not obtain a certificate of authority until it adopts, for the purpose 26 of transacting business in this state, an alternate name that complies with 27 AS 10.55.108. After obtaining a certificate of authority with an alternate name, a 28 foreign limited liability company shall transact business in this state under the 29 alternate name. 30 (b) If a foreign limited liability company authorized to transact business in this 31 state changes its name to one that does not comply with AS 10.55.108, it may not,
01 after the change, transact business in this state until it complies with (a) of this section 02 and obtains an amended certificate of authority. 03 Sec. 10.55.806. Revocation of certificate of authority. (a) A certificate of 04 authority of a foreign limited liability company to transact business in this state may 05 be revoked by the department in the manner provided in (b) and (c) of this section if 06 the company does not 07 (1) pay, within 60 days after the due date, a fee, tax, or penalty due to 08 the department under this chapter or law other than this chapter; 09 (2) deliver, within 60 days after the due date, its annual report required 10 under AS 10.55.209; 11 (3) appoint and maintain an agent for service of process as required by 12 AS 10.55.113(b); or 13 (4) deliver for filing a statement of a change under AS 10.55.114 14 within 30 days after a change has occurred in the name or address of the agent. 15 (b) To revoke a certificate of authority of a foreign limited liability company, 16 the department shall prepare, sign, and file a notice of revocation and send a copy to 17 the company's agent for service of process in this state or, if the company does not 18 appoint and maintain a proper agent in this state, to the company's designated office. 19 The notice must state 20 (1) the effective date of the revocation, which must be at least 60 days 21 after the date the department sends the copy; and 22 (2) the grounds for revocation under (a) of this section. 23 (c) The authority of a foreign limited liability company to transact business in 24 this state ceases on the effective date of the notice of revocation unless, before that 25 date, the company cures each ground for revocation stated in the notice filed under (b) 26 of this section. If the company cures each ground, the department shall file a record 27 stating that the company has cured each ground. 28 Sec. 10.55.807. Cancellation of certificate of authority. To cancel its 29 certificate of authority to transact business in this state, a foreign limited liability 30 company shall deliver to the department for filing a notice of cancellation stating the 31 name of the company and that the company desires to cancel its certificate of
01 authority. The certificate is cancelled when the notice becomes effective. 02 Sec. 10.55.808. Effect of failure to have certificate of authority. (a) A 03 foreign limited liability company transacting business in this state may not maintain an 04 action or proceeding in this state unless it has a certificate of authority to transact 05 business in this state. 06 (b) The failure of a foreign limited liability company to have a certificate of 07 authority to transact business in this state does not impair the validity of a contract or 08 act of the company or prevent the company from defending an action or proceeding in 09 this state. 10 (c) A member or manager of a foreign limited liability company is not liable 11 for the debts, obligations, or other liabilities of the company solely because the 12 company transacted business in this state without a certificate of authority. 13 (d) If a foreign limited liability company transacts business in this state 14 without a certificate of authority or cancels its certificate of authority, it appoints the 15 department as its agent for service of process for rights of action arising out of the 16 transaction of business in this state. 17 Sec. 10.55.809. Action by attorney general. The attorney general may 18 maintain an action to enjoin a foreign limited liability company from transacting 19 business in this state in violation of AS 10.55.801 - 10.55.809. 20 Article 12. Actions by Members. 21 Sec. 10.55.901. Direct action by member. (a) Subject to (b) of this section, a 22 member may maintain a direct action against another member, a manager, or the 23 limited liability company to enforce the member's rights and otherwise protect the 24 member's interests, including rights and interests under the operating agreement or this 25 chapter or arising independently of the membership relationship. 26 (b) A member maintaining a direct action under this section shall plead and 27 prove an actual or threatened injury that is not solely the result of an injury suffered or 28 threatened to be suffered by the limited liability company. 29 Sec. 10.55.902. Derivative action. A member may maintain a derivative 30 action to enforce a right of a limited liability company if 31 (1) the member first makes a demand on the other members in a
01 member-managed limited liability company, or the managers of a manager-managed 02 limited liability company, requesting that they cause the company to bring an action to 03 enforce the right, and the managers or other members do not bring the action within a 04 reasonable time; or 05 (2) a demand under (1) of this section would be futile. 06 Sec. 10.55.903. Proper plaintiff. (a) Except as otherwise provided in (b) of 07 this section, a derivative action under AS 10.55.902 may be maintained only by a 08 person who is a member at the time the action is commenced and remains a member 09 while the action continues. 10 (b) If the sole plaintiff in a derivative action dies while the action is pending, 11 the court may permit another member of the limited liability company to be 12 substituted as plaintiff. 13 Sec. 10.55.904. Pleading. In a derivative action under AS 10.55.902, the 14 complaint must state with particularity 15 (1) the date and content of plaintiff's demand and the response to the 16 demand by the managers or other members; or 17 (2) if a demand has not been made, the reasons a demand under 18 AS 10.55.902(1) would be futile. 19 Sec. 10.55.905. Special litigation committee. (a) If a limited liability 20 company is named as or made a party in a derivative proceeding, the company may 21 appoint a special litigation committee to investigate the claims asserted in the 22 proceeding and determine whether pursuing the action is in the best interests of the 23 company. 24 (b) If the company appoints a special litigation committee, on motion by the 25 committee made in the name of the company, except for good cause shown, the court 26 shall stay discovery for the time reasonably necessary to permit the committee to make 27 its investigation. 28 (c) The provisions of (a) and (b) of this section do not prevent a court from 29 enforcing a person's right to information under AS 10.55.410 or, for good cause 30 shown, granting extraordinary relief in the form of a temporary restraining order or 31 preliminary injunction.
01 (d) A special litigation committee may be composed of one or more 02 disinterested and independent individuals, who may be members. 03 (e) A special litigation committee may be appointed 04 (1) in a member-managed limited liability company 05 (A) by the consent of a majority of the members not named as 06 defendants or plaintiffs in the proceeding; and 07 (B) if all members are named as defendants or plaintiffs in the 08 proceeding, by a majority of the members named as defendants; or 09 (2) in a manager-managed limited liability company 10 (A) by a majority of the managers not named as defendants or 11 plaintiffs in the proceeding; and 12 (B) if all managers are named as defendants or plaintiffs in the 13 proceeding, by a majority of the managers named as defendants. 14 (f) After appropriate investigation, a special litigation committee may 15 determine that it is in the best interests of the limited liability company that the 16 proceeding 17 (1) continue under the control of the plaintiff; 18 (2) continue under the control of the committee; 19 (3) be settled on terms approved by the committee; or 20 (4) be dismissed. 21 (g) After making a determination under (f) of this section, a special litigation 22 committee shall file with the court a statement of its determination and its report 23 supporting its determination, giving notice to the plaintiff. 24 (h) After the special litigation committee files its statement under (g) of this 25 section, the court shall determine whether the members of the committee were 26 disinterested and independent and whether the committee conducted its investigation 27 and made its recommendation in good faith, independently, and with reasonable care, 28 with the committee having the burden of proof. 29 (i) If the court finds under (h) of this section that the members of the 30 committee were disinterested and independent and that the committee acted in good 31 faith, independently, and with reasonable care, the court shall enforce the
01 determination of the committee. 02 (j) If the court does not find under (h) of this section that the members of the 03 committee were disinterested and independent and that the committee acted in good 04 faith, independently, and with reasonable care, the court shall dissolve the stay of 05 discovery entered under (b) of this section and allow the action to proceed under the 06 direction of the plaintiff. 07 Sec. 10.55.906. Proceeds and expenses. (a) Except as otherwise provided in 08 (b) of this section, 09 (1) the proceeds or other benefits of a derivative action under 10 AS 10.55.902, whether by judgment, compromise, or settlement, belong to the limited 11 liability company and not to the plaintiff; and 12 (2) if the plaintiff receives proceeds, the plaintiff shall remit them 13 immediately to the company. 14 (b) If a derivative action under AS 10.55.902 is successful in whole or in part, 15 the court may award the plaintiff reasonable expenses, including reasonable attorney 16 fees and costs, from the recovery of the limited liability company. 17 Article 13. Merger, Conversion, and Domestication. 18 Sec. 10.55.912. Merger. (a) A limited liability company may merge with one 19 or more other constituent organizations under this section, AS 10.55.913 - 10.55.915, 20 and a plan of merger, if 21 (1) the governing statute of each of the other organizations authorizes 22 the merger; 23 (2) the merger is not prohibited by the law of a jurisdiction that 24 enacted any of the governing statutes; and 25 (3) each of the other organizations complies with its governing statute 26 in effecting the merger. 27 (b) A plan of merger must be in a record and must include 28 (1) the name and form of each constituent organization; 29 (2) the name and form of the surviving organization and, if the 30 surviving organization is to be created by the merger, a statement to that effect; 31 (3) the terms and conditions of the merger, including the manner and
01 basis for converting the interests in each constituent organization into any combination 02 of money, interests in the surviving organization, and other consideration; 03 (4) if the surviving organization is to be created by the merger, the 04 surviving organization's organizational documents that are proposed to be in a record; 05 and 06 (5) if the surviving organization is not to be created by the merger, any 07 amendments to be made by the merger to the surviving organization's organizational 08 documents that are, or are proposed to be, in a record. 09 Sec. 10.55.913. Action on plan of merger by constituent limited liability 10 company. (a) Subject to AS 10.55.924, a plan of merger must be consented to by all 11 the members of a constituent limited liability company. 12 (b) Subject to AS 10.55.924 and any contractual rights, after a merger is 13 approved, and at any time before articles of merger are delivered to the department for 14 filing under AS 10.55.914, a constituent limited liability company may amend the plan 15 or abandon the merger 16 (1) as provided in the plan; or 17 (2) except as otherwise prohibited in the plan, with the same consent as 18 was required to approve the plan. 19 Sec. 10.55.914. Filings required for merger; effective date. (a) After each 20 constituent organization has approved a merger, articles of merger must be signed on 21 behalf of 22 (1) each constituent limited liability company, as provided in 23 AS 10.55.203(a); and 24 (2) each other constituent organization, as provided in its governing 25 statute. 26 (b) Articles of merger under this section must include 27 (1) the name and form of each constituent organization and the 28 jurisdiction of its governing statute; 29 (2) the name and form of the surviving organization, the jurisdiction of 30 its governing statute, and, if the surviving organization is created by the merger, a 31 statement to that effect;
01 (3) the date the merger is effective under the governing statute of the 02 surviving organization; 03 (4) if the surviving organization is to be created by the merger, 04 (A) if it will be a limited liability company, the company's 05 certificate of organization; or 06 (B) if it will be an organization other than a limited liability 07 company, the organizational document that creates the organization that is in a 08 public record; 09 (5) if the surviving organization preexists the merger, any amendments 10 provided for in the plan of merger for the organizational document that created the 11 organization that are in a public record; 12 (6) a statement as to each constituent organization that the merger was 13 approved as required by the organization's governing statute; 14 (7) if the surviving organization is a foreign organization not 15 authorized to transact business in this state, the street and mailing addresses of an 16 office that the department may use for the purposes of AS 10.55.915(b); and 17 (8) additional information required by the governing statute of a 18 constituent organization. 19 (c) Each constituent limited liability company shall deliver the articles of 20 merger for filing with the department. 21 (d) A merger becomes effective under AS 10.55.912 - 10.55.931 22 (1) if the surviving organization is a limited liability company, upon 23 the later of 24 (A) compliance with (c) of this section; or 25 (B) subject to AS 10.55.205(c), as specified in the articles of 26 merger; or 27 (2) if the surviving organization is not a limited liability company, as 28 provided by the governing statute of the surviving organization. 29 Sec. 10.55.915. Effect of merger. (a) When a merger becomes effective, 30 (1) the surviving organization continues or comes into existence; 31 (2) each constituent organization that merges into the surviving
01 organization ceases to exist as a separate entity; 02 (3) all property owned by each constituent organization that ceases to 03 exist vests in the surviving organization; 04 (4) all debts, obligations, or other liabilities of each constituent 05 organization that ceases to exist continue as debts, obligations, or other liabilities of 06 the surviving organization; 07 (5) an action or proceeding pending by or against a constituent 08 organization that ceases to exist may be continued as if the merger had not occurred; 09 (6) except as prohibited by other law, all of the rights, privileges, 10 immunities, powers, and purposes of each constituent organization that ceases to exist 11 vest in the surviving organization; 12 (7) except as otherwise provided in the plan of merger, the terms and 13 conditions of the plan of merger take effect; 14 (8) except as otherwise agreed, if a constituent limited liability 15 company ceases to exist, the merger does not dissolve the limited liability company 16 for the purposes of AS 10.55.701 - 10.55.708; 17 (9) if the surviving organization is created by the merger, 18 (A) if it is a limited liability company, the certificate of 19 organization becomes effective; or 20 (B) if it is an organization other than a limited liability 21 company, the organizational document that creates the organization becomes 22 effective; and 23 (10) if the surviving organization preexisted the merger, amendments 24 provided for in the articles of merger for the organizational document that created the 25 organization become effective. 26 (b) A surviving organization that is a foreign organization consents to the 27 jurisdiction of the courts of this state to enforce a debt, obligation, or other liability 28 owed by a constituent organization if, before the merger, the constituent organization 29 was subject to suit in this state on the debt, obligation, or other liability. A surviving 30 organization that is a foreign organization and not authorized to transact business in 31 this state appoints the department as its agent for service of process for the purposes of
01 enforcing a debt, obligation, or other liability under this subsection. Service on the 02 department under this subsection shall be made in the same manner and has the same 03 consequences as in AS 10.55.116(c) and (d). 04 Sec. 10.55.916. Conversion. (a) An organization other than a limited liability 05 company or a foreign limited liability company may convert to a limited liability 06 company, and a limited liability company may convert to an organization other than a 07 foreign limited liability company under this section, AS 10.55.917 - 10.55.919, and a 08 plan of conversion, if 09 (1) the governing statute of the other organization authorizes the 10 conversion; 11 (2) the conversion is not prohibited by the law of the jurisdiction that 12 enacted the governing statute of the other organization; and 13 (3) the other organization complies with its governing statute in 14 effecting the conversion. 15 (b) A plan of conversion must be in a record and must include 16 (1) the name and form of the organization before conversion; 17 (2) the name and form of the organization after conversion; 18 (3) the terms and conditions of the conversion, including the manner 19 and basis for converting interests in the converting organization into any combination 20 of money, interests in the converted organization, and other consideration; and 21 (4) the organizational documents of the converted organization that 22 are, or are proposed to be, in a record. 23 Sec. 10.55.917. Action on plan of conversion by converting limited liability 24 company. (a) Subject to AS 10.55.924, a plan of conversion must be consented to by 25 all the members of a converting limited liability company. 26 (b) Subject to AS 10.55.924 and contractual rights, after a conversion is 27 approved, and at any time before articles of conversion are delivered to the department 28 for filing under AS 10.55.918, a converting limited liability company may amend the 29 plan or abandon the conversion 30 (1) as provided in the plan; or 31 (2) except as otherwise prohibited in the plan, by the same consent as
01 was required to approve the plan. 02 Sec. 10.55.918. Filings required for conversion; effective date. (a) After a 03 plan of conversion is approved, 04 (1) a converting limited liability company shall deliver to the 05 department for filing articles of conversion, which must be signed as provided in 06 AS 10.55.203(a) and must include 07 (A) a statement that the limited liability company has been 08 converted into another organization; 09 (B) the name and form of the organization and the jurisdiction 10 of its governing statute; 11 (C) the date the conversion is effective under the governing 12 statute of the converted organization; 13 (D) a statement that the conversion was approved as required 14 by this chapter; 15 (E) a statement that the conversion was approved as required 16 by the governing statute of the converted organization; and 17 (F) if the converted organization is a foreign organization not 18 authorized to transact business in this state, the street and mailing addresses of 19 an office that the department may use for the purposes of AS 10.55.919(c); and 20 (2) if the converting organization is not a converting limited liability 21 company, the converting organization shall deliver to the department for filing a 22 certificate of organization, which must include, in addition to the information required 23 by AS 10.55.201(b), 24 (A) a statement that the converted organization was converted 25 from another organization; 26 (B) the name and form of that converting organization and the 27 jurisdiction of its governing statute; and 28 (C) a statement that the conversion was approved in a manner 29 that complied with the converting organization's governing statute. 30 (b) A conversion becomes effective, 31 (1) if the converted organization is a limited liability company, when
01 the certificate of organization takes effect; and 02 (2) if the converted organization is not a limited liability company, as 03 provided by the governing statute of the converted organization. 04 Sec. 10.55.919. Effect of conversion. (a) An organization that has been 05 converted under AS 10.55.912 - 10.55.931 is, for all purposes, the same entity that 06 existed before the conversion. 07 (b) When a conversion takes effect, 08 (1) all property owned by the converting organization remains vested 09 in the converted organization; 10 (2) all debts, obligations, or other liabilities of the converting 11 organization continue as debts, obligations, or other liabilities of the converted 12 organization; 13 (3) an action or proceeding pending by or against the converting 14 organization may be continued as if the conversion had not occurred; 15 (4) except as prohibited by law other than this chapter, all of the rights, 16 privileges, immunities, powers, and purposes of the converting organization remain 17 vested in the converted organization; 18 (5) except as otherwise provided in the plan of conversion, the terms 19 and conditions of the plan of conversion take effect; and 20 (6) except as otherwise agreed, the conversion does not dissolve a 21 converting limited liability company for the purposes of AS 10.55.701 - 10.55.708. 22 (c) A converted organization that is a foreign organization consents to the 23 jurisdiction of the courts of this state to enforce a debt, obligation, or other liability for 24 which the converting limited liability company is liable if, before the conversion, the 25 converting limited liability company was subject to suit in this state on the debt, 26 obligation, or other liability. A converted organization that is a foreign organization 27 and not authorized to transact business in this state appoints the department as its 28 agent for service of process for purposes of enforcing a debt, obligation, or other 29 liability under this subsection. Service on the department under this subsection must 30 be made in the same manner and has the same consequences as in AS 10.55.116(c) 31 and (d).
01 Sec. 10.55.920. Domestication. (a) A foreign limited liability company may 02 become a limited liability company under this section, AS 10.55.921 - 10.55.923, and 03 a plan of domestication, if 04 (1) the foreign limited liability company's governing statute authorizes 05 the domestication; 06 (2) the domestication is not prohibited by the law of the jurisdiction 07 that enacted the governing statute; and 08 (3) the foreign limited liability company complies with its governing 09 statute in effecting the domestication. 10 (b) A limited liability company may become a foreign limited liability 11 company under this section, AS 10.55.921 - 10.55.923, and a plan of domestication, if 12 (1) the foreign limited liability company's governing statute authorizes 13 the domestication; 14 (2) the domestication is not prohibited by the law of the jurisdiction 15 that enacted the governing statute; and 16 (3) the foreign limited liability company complies with its governing 17 statute in effecting the domestication. 18 (c) A plan of domestication must be in a record and must include 19 (1) the name of the domesticating company before domestication and 20 the jurisdiction of its governing statute; 21 (2) the name of the domesticated company after domestication and the 22 jurisdiction of its governing statute; 23 (3) the terms and conditions of the domestication, including the 24 manner and basis for converting interests in the domesticating company into any 25 combination of money, interests in the domesticated company, and other 26 consideration; and 27 (4) the organizational documents of the domesticated company that 28 are, or are proposed to be, in a record. 29 Sec. 10.55.921. Action on plan of domestication by domesticating limited 30 liability company. (a) A plan of domestication must be consented to 31 (1) by all the members, subject to AS 10.55.924, if the domesticating
01 company is a limited liability company; and 02 (2) as provided in the domesticating company's governing statute, if 03 the company is a foreign limited liability company. 04 (b) Subject to contractual rights, after a domestication is approved, and at any 05 time before articles of domestication are delivered to the department for filing under 06 AS 10.55.922, a domesticating limited liability company may amend the plan or 07 abandon the domestication 08 (1) as provided in the plan; or 09 (2) except as otherwise prohibited in the plan, by the same consent as 10 was required to approve the plan. 11 Sec. 10.55.922. Filings required for domestication; effective date. (a) After 12 a plan of domestication is approved, a domesticating company shall deliver to the 13 department for filing articles of domestication, which must include 14 (1) a statement, as the case may be, that the company has been 15 domesticated from or into another jurisdiction; 16 (2) the name of the domesticating company and the jurisdiction of its 17 governing statute; 18 (3) the name of the domesticated company and the jurisdiction of its 19 governing statute; 20 (4) the date the domestication is effective under the governing statute 21 of the domesticated company; 22 (5) if the domesticating company was a limited liability company, a 23 statement that the domestication was approved as required by this chapter; 24 (6) if the domesticating company was a foreign limited liability 25 company, a statement that the domestication was approved as required by the 26 governing statute of the other jurisdiction; and 27 (7) if the domesticated company was a foreign limited liability 28 company not authorized to transact business in this state, the street and mailing 29 addresses of an office that the department may use for the purposes of 30 AS 10.55.923(b). 31 (b) A domestication becomes effective
01 (1) when the certificate of organization takes effect, if the 02 domesticated company is a limited liability company; and 03 (2) according to the governing statute of the domesticated company, if 04 the domesticated organization is a foreign limited liability company. 05 Sec. 10.55.923. Effect of domestication. (a) When a domestication takes 06 effect, 07 (1) the domesticated company is, for all purposes, the company that 08 existed before the domestication; 09 (2) all property owned by the domesticating company remains vested 10 in the domesticated company; 11 (3) all debts, obligations, or other liabilities of the domesticating 12 company continue as debts, obligations, or other liabilities of the domesticated 13 company; 14 (4) an action or proceeding pending by or against a domesticating 15 company may be continued as if the domestication had not occurred; 16 (5) except as prohibited by other law, all of the rights, privileges, 17 immunities, powers, and purposes of the domesticating company remain vested in the 18 domesticated company; 19 (6) except as otherwise provided in the plan of domestication, the 20 terms and conditions of the plan of domestication take effect; and 21 (7) except as otherwise agreed, the domestication does not dissolve a 22 domesticating limited liability company for the purposes of AS 10.55.701 - 10.55.708. 23 (b) A domesticated company that is a foreign limited liability company 24 consents to the jurisdiction of the courts of this state to enforce a debt, obligation, or 25 other liability owed by the domesticating company, if, before the domestication, the 26 domesticating company was subject to suit in this state on the debt, obligation, or 27 other liability. A domesticated company that is a foreign limited liability company and 28 not authorized to transact business in this state appoints the department as its agent for 29 service of process for purposes of enforcing a debt, obligation, or other liability under 30 this subsection. Service on the department under this subsection shall be made in the 31 same manner and has the same consequences as in AS 10.55.116(c) and (d).
01 (c) If a limited liability company has adopted and approved a plan of 02 domestication under AS 10.55.920 providing for the company to be domesticated in a 03 foreign jurisdiction, a statement surrendering the company's certificate of organization 04 shall be delivered to the department for filing setting out 05 (1) the name of the company; 06 (2) a statement that the certificate of organization is being surrendered 07 in connection with the domestication of the company in a foreign jurisdiction; 08 (3) a statement that the domestication was approved as required by this 09 chapter; and 10 (4) the jurisdiction of formation of the domesticated foreign limited 11 liability company. 12 Sec. 10.55.924. Restrictions on approval of mergers, conversions, and 13 domestications. (a) If a member of a constituent, converting, or domesticating limited 14 liability company will have personal liability with respect to a surviving, converted, or 15 domesticated organization, approval or amendment of a plan of merger, conversion, or 16 domestication are ineffective without the consent of the member, unless 17 (1) the company's operating agreement provides for approval of a 18 merger, conversion, or domestication with the consent of fewer than all the members; 19 and 20 (2) the member has consented to the provision of the operating 21 agreement. 22 (b) A member does not give the consent required by (a) of this section merely 23 by consenting to a provision of the operating agreement that permits the operating 24 agreement to be amended with the consent of fewer than all the members. 25 Sec. 10.55.925. Provisions not exclusive. The provisions of AS 10.55.912 - 26 10.55.931 do not preclude an entity from being merged, converted, or domesticated 27 under law other than this chapter. 28 Sec. 10.55.931. Definitions. In AS 10.55.912 - 10.55.931, 29 (1) "constituent limited liability company" means a constituent 30 organization that is a limited liability company; 31 (2) "constituent organization" means an organization that is party to a
01 merger; 02 (3) "converted organization" means the organization into which a 03 converting organization converts under AS 10.55.916 - 10.55.919; 04 (4) "converting limited liability company" means a converting 05 organization that is a limited liability company; 06 (5) "converting organization" means an organization that converts into 07 another organization under AS 10.55.916; 08 (6) "domesticated company" means the company that exists after a 09 domesticating foreign limited liability company or limited liability company effects a 10 domestication under AS 10.55.920 - 10.55.923; 11 (7) "domesticating company" means the company that effects a 12 domestication under AS 10.55.920 - 10.55.923; 13 (8) "governing statute" means the statute that governs an organization's 14 internal affairs; 15 (9) "organization" means a general partnership, including a limited 16 liability partnership, limited partnership, including a limited liability limited 17 partnership, limited liability company, business trust, corporation, or another person 18 having a governing statute; the term includes a domestic or foreign organization 19 regardless of whether organized for profit; 20 (10) "organizational documents" means 21 (A) for a domestic or foreign general partnership, its 22 partnership agreement; 23 (B) for a limited partnership or foreign limited partnership, its 24 certificate of limited partnership and partnership agreement; 25 (C) for a domestic or foreign limited liability company, its 26 certificate or articles of organization and operating agreement, or comparable 27 records as provided in its governing statute; 28 (D) for a business trust, its agreement of trust and declaration 29 of trust; 30 (E) for a domestic or foreign corporation for profit, its articles 31 of incorporation, bylaws, and other agreements among its shareholders that are
01 authorized by its governing statute, or comparable records as provided in its 02 governing statute; and 03 (F) for another organization, the basic records that create the 04 organization and determine its internal governance and the relations among the 05 persons that own it, have an interest in it, or are members of it; 06 (11) "personal liability" means liability for a debt, obligation, or other 07 liability of an organization that is imposed on a person who co-owns, has an interest 08 in, or is a member of the organization 09 (A) by the governing statute solely by reason of the person's 10 co-owning, having an interest in, or being a member of the organization; or 11 (B) by the organization's organizational documents under a 12 provision of the governing statute authorizing those documents to make one or 13 more specified persons liable for all or specified debts, obligations, or other 14 liabilities of the organization solely by reason of the person's or persons' co- 15 owning, having an interest in, or being a member of the organization; 16 (12) "surviving organization" means an organization into which one or 17 more other organizations are merged, whether the organization preexisted the merger 18 or was created by the merger. 19 Article 14. Miscellaneous Provisions. 20 Sec. 10.55.941. Uniformity of application and construction. In applying and 21 construing this chapter, consideration shall be given to the need to promote uniformity 22 of the law with respect to its subject matter among states that enact it. 23 Sec. 10.55.942. Relation to Electronic Signatures in Global and National 24 Commerce Act. This chapter modifies, limits, and supersedes 15 U.S.C. 7001 - 7031 25 (Electronic Signatures in Global and National Commerce Act) but does not modify, 26 limit, or supersede 15 U.S.C. 7001(c) or authorize electronic delivery of a notice 27 described in 15 U.S.C. 7003(b). 28 Sec. 10.55.943. Knowledge; notice. (a) For the purposes of this chapter, a 29 person knows a fact when the person 30 (1) has actual knowledge of it; or 31 (2) is considered to know it under (d)(1) of this section or law other
01 than this chapter. 02 (b) For the purposes of this chapter, a person has notice of a fact when the 03 person 04 (1) has reason to know the fact from all of the facts known to the 05 person at the time in question; or 06 (2) is considered to have notice of the fact under (d)(2) of this section. 07 (c) For the purposes of this chapter, a person notifies another of a fact by 08 taking steps reasonably required to inform the other person in ordinary course, 09 whether or not the other person knows the fact. 10 (d) For the purposes of this chapter, a person who is not a member is 11 considered 12 (1) to know of a limitation on authority to transfer real property as 13 provided in AS 10.55.302(g); and 14 (2) to have notice of a limited liability company's 15 (A) dissolution 90 days after a statement of dissolution under 16 AS 10.55.702(b)(2)(A) becomes effective; 17 (B) termination 90 days after a statement of termination under 18 AS 10.55.702(b)(2)(F) becomes effective; and 19 (C) merger, conversion, or domestication 90 days after articles 20 of merger, conversion, or domestication under AS 10.55.912 - 10.55.920 21 become effective. 22 Article 15. Definitions and Short Title. 23 Sec. 10.55.990. Definitions. In this chapter, 24 (1) "certificate of organization" means the certificate required by 25 AS 10.55.201; the term includes the certificate as amended or restated; 26 (2) "contribution" means a benefit provided by a person to a limited 27 liability company in 28 (A) order to become a member upon formation of the company 29 and in accordance with an agreement between or among the persons who have 30 agreed to become the initial members of the company; 31 (B) order to become a member after formation of the company
01 and in accordance with an agreement between the person and the company; or 02 (C) the person's capacity as a member and in accordance with 03 the operating agreement or an agreement between the member and the 04 company; 05 (3) "debtor in bankruptcy" means a person who is the subject of 06 (A) an order for relief under 11 U.S.C. (Bankruptcy Code) or a 07 successor statute of general application; or 08 (B) a comparable order under federal, state, or foreign law 09 governing insolvency; 10 (4) "designated office" means 11 (A) the office that a limited liability company is required to 12 designate and maintain under AS 10.55.113; or 13 (B) the principal office of a foreign limited liability company; 14 (5) "department" means the Department of Commerce, Community, 15 and Economic Development; 16 (6) "distribution," except as otherwise provided in AS 10.55.405(g), 17 means a transfer of money or other property from a limited liability company to 18 another person on account of a transferable interest; 19 (7) "effective," with respect to a record required or permitted to be 20 delivered to the department for filing under this chapter, means effective under 21 AS 10.55.205(c); 22 (8) "foreign limited liability company" means an unincorporated entity 23 formed under the law of a jurisdiction other than this state and denominated by that 24 law as a limited liability company; 25 (9) "limited liability company," except in the phrase "foreign limited 26 liability company," means an entity formed under this chapter; 27 (10) "manager" means a person who, under the operating agreement of 28 a manager-managed limited liability company, is responsible, alone or in concert with 29 others, for performing the management functions stated in AS 10.55.407(c); 30 (11) "manager-managed limited liability company" means a limited 31 liability company that qualifies under AS 10.55.407(a);
01 (12) "member" means a person who has become a member of a limited 02 liability company under AS 10.55.401 and has not dissociated under AS 10.55.602; 03 (13) "member-managed limited liability company" means a limited 04 liability company that is not a manager-managed limited liability company; 05 (14) "operating agreement" means the agreement, whether or not 06 referred to as an operating agreement, and whether oral, in a record, implied, or in a 07 combination of being oral, in a record, or implied, of all the members of a limited 08 liability company, including a sole member, concerning the matters described in 09 AS 10.55.110(a); the term includes the agreement as amended or restated; 10 (15) "organizer" means a person who acts under AS 10.55.201 to form 11 a limited liability company; 12 (16) "person" means an individual, corporation, business trust, estate, 13 trust, partnership, limited liability company, association, joint venture, public 14 corporation, government or governmental subdivision, agency, or instrumentality, or 15 another legal or commercial entity; 16 (17) "principal office" means the principal executive office of a limited 17 liability company or foreign limited liability company, whether or not the office is 18 located in this state; 19 (18) "record" means information that is inscribed on a tangible 20 medium or that is stored in an electronic or other medium and is retrievable in 21 perceivable form; 22 (19) "sign" means, with the present intent to authenticate or adopt a 23 record, 24 (A) to execute or adopt a tangible symbol; or 25 (B) to attach to or logically associate with the record an 26 electronic symbol, sound, or process; 27 (20) "state" means a state of the United States, the District of 28 Columbia, Puerto Rico, the United States Virgin Islands, or a territory or insular 29 possession subject to the jurisdiction of the United States; 30 (21) "transfer" includes an assignment, conveyance, deed, bill of sale, 31 lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law;
01 (22) "transferable interest" means the right, as originally associated 02 with a person's capacity as a member, to receive distributions from a limited liability 03 company in accordance with the operating agreement, whether or not the person 04 remains a member or continues to own a part of the right; 05 (23) "transferee" means a person to whom all or part of a transferable 06 interest has been transferred, whether or not the transferor is a member. 07 Sec. 10.55.995. Short title. This chapter may be cited as the Revised Uniform 08 Limited Liability Company Act. 09 * Sec. 24. AS 23.30.240(b) is amended to read: 10 (b) Except as provided in this subsection, a member of a limited liability 11 company organized under former AS 10.50 or formed under or subject to AS 10.55 12 is not an employee of the company under this chapter. Notwithstanding any other 13 provision of this chapter, a limited liability company may bring a member of the 14 company within the coverage of the company's insurance contract by specifically 15 including the member in the contract of insurance. The election to bring the member 16 within the company's coverage continues in force for the period the contract of 17 insurance is in effect. During that period, a member brought within the coverage of the 18 insurance contract is an employee of the company under this chapter. 19 * Sec. 25. AS 23.30.240(b), as amended by sec. 24 of this Act, is amended to read: 20 (b) Except as provided in this subsection, a member of a limited liability 21 company [ORGANIZED UNDER FORMER AS 10.50 OR] formed under or subject 22 to AS 10.55 is not an employee of the company under this chapter. Notwithstanding 23 any other provision of this chapter, a limited liability company may bring a member of 24 the company within the coverage of the company's insurance contract by specifically 25 including the member in the contract of insurance. The election to bring the member 26 within the company's coverage continues in force for the period the contract of 27 insurance is in effect. During that period, a member brought within the coverage of the 28 insurance contract is an employee of the company under this chapter. 29 * Sec. 26. AS 36.30.170(b) is amended to read: 30 (b) The procurement officer shall award a contract based on solicited bids to 31 the lowest responsive and responsible bidder after an Alaska bidder preference of five
01 percent, an Alaska products preference as described in AS 36.30.322 - 36.30.338, and 02 a recycled products preference under AS 36.30.337 have been applied. In this 03 subsection, "Alaska bidder" means a person who 04 (1) holds a current Alaska business license; 05 (2) submits a bid for goods, services, or construction under the name as 06 appearing on the person's current Alaska business license; 07 (3) has maintained a place of business within the state staffed by the 08 bidder or an employee of the bidder for a period of six months immediately preceding 09 the date of the bid; 10 (4) is incorporated or qualified to do business under the laws of the 11 state, is a sole proprietorship and the proprietor is a resident of the state, is a limited 12 liability company organized under former AS 10.50 or formed under or subject to 13 AS 10.55 and all members are residents of the state, or is a partnership under 14 [FORMER AS 32.05,] AS 32.06 [,] or AS 32.11 and all partners are residents of the 15 state; and 16 (5) if a joint venture, is composed entirely of ventures that qualify 17 under (1) - (4) of this subsection. 18 * Sec. 27. AS 36.30.170(b), as amended by sec. 26 of this Act, is amended to read: 19 (b) The procurement officer shall award a contract based on solicited bids to 20 the lowest responsive and responsible bidder after an Alaska bidder preference of five 21 percent, an Alaska products preference as described in AS 36.30.322 - 36.30.338, and 22 a recycled products preference under AS 36.30.337 have been applied. In this 23 subsection, "Alaska bidder" means a person who 24 (1) holds a current Alaska business license; 25 (2) submits a bid for goods, services, or construction under the name as 26 appearing on the person's current Alaska business license; 27 (3) has maintained a place of business within the state staffed by the 28 bidder or an employee of the bidder for a period of six months immediately preceding 29 the date of the bid; 30 (4) is incorporated or qualified to do business under the laws of the 31 state, is a sole proprietorship and the proprietor is a resident of the state, is a limited
01 liability company [ORGANIZED UNDER FORMER AS 10.50 OR] formed under or 02 subject to AS 10.55 and all members are residents of the state, or is a partnership 03 under AS 32.06 or AS 32.11 and all partners are residents of the state; and 04 (5) if a joint venture, is composed entirely of ventures that qualify 05 under (1) - (4) of this subsection. 06 * Sec. 28. AS 36.30.170(e) is amended to read: 07 (e) If a bidder qualifies under (b) of this section as an Alaska bidder, is a 08 qualifying entity, and is the lowest responsible and responsive bidder with a bid that is 09 not more than 10 percent higher than the lowest bid, the procurement officer shall 10 award the contract to that bidder. This subsection does not give a bidder who would 11 otherwise qualify for a preference under this subsection a preference over another 12 bidder who would otherwise qualify for a preference under this subsection or (f) of 13 this section. In this subsection, "qualifying entity" means a 14 (1) sole proprietorship owned by a person with a disability; 15 (2) partnership under [FORMER AS 32.05,] AS 32.06 [,] or AS 32.11 16 if each of the partners is a person with a disability; 17 (3) limited liability company organized under former AS 10.50 or 18 formed under or subject to AS 10.55 if each of the members is a person with a 19 disability; or 20 (4) corporation that is wholly owned by individuals and each of the 21 individuals is a person with a disability. 22 * Sec. 29. AS 36.30.170(e), as amended by sec. 28 of this Act, is amended to read: 23 (e) If a bidder qualifies under (b) of this section as an Alaska bidder, is a 24 qualifying entity, and is the lowest responsible and responsive bidder with a bid that is 25 not more than 10 percent higher than the lowest bid, the procurement officer shall 26 award the contract to that bidder. This subsection does not give a bidder who would 27 otherwise qualify for a preference under this subsection a preference over another 28 bidder who would otherwise qualify for a preference under this subsection or (f) of 29 this section. In this subsection, "qualifying entity" means a 30 (1) sole proprietorship owned by a person with a disability; 31 (2) partnership under AS 32.06 or AS 32.11 if each of the partners is a
01 person with a disability; 02 (3) limited liability company [ORGANIZED UNDER FORMER 03 AS 10.50 OR] formed under or subject to AS 10.55 if each of the members is a person 04 with a disability; or 05 (4) corporation that is wholly owned by individuals and each of the 06 individuals is a person with a disability. 07 * Sec. 30. AS 44.64.030(a)(10) is amended to read: 08 (10) former AS 10.50.408 and AS 10.55.705 and 10.55.706 (limited 09 liability companies); 10 * Sec. 31. AS 44.64.030(a)(10), as amended by sec. 30 of this Act, is amended to read: 11 (10) [FORMER AS 10.50.408 AND] AS 10.55.705 and 10.55.706 12 (limited liability companies); 13 * Sec. 32. AS 45.55.990(32) is amended to read: 14 (32) "security" means a note; stock; treasury stock; bond; debenture; 15 evidence of indebtedness; certificate of interest or participation in any profit-sharing 16 agreement; limited liability company interest under former AS 10.50 or AS 10.55, 17 notwithstanding the limitations of AS 45.08.103(c); collateral-trust certificate; 18 preorganization certificate or subscription; transferable share; investment contract; 19 voting-trust certificate; certificate of deposit for a security; viatical settlement interest; 20 certificate of interest or participation in an oil, gas, or mining title or lease or in 21 payments out of production under the title or lease or in any sale of or indenture or 22 bond or contract for the conveyance of land or any interest in land; an option on a 23 contract for the future delivery of agricultural or mineral commodities or any other 24 commodity offered or sold to the public and not regulated by the Commodity Futures 25 Trading Commission; however, the contract or option is not subject to the provisions 26 of AS 45.55.070 if it is sold or purchased on the floor of a bona fide exchange or 27 board of trade and offered or sold to the public by a broker-dealer or agent registered 28 under this chapter; investment of money or money's worth including goods furnished 29 or services performed in the risk capital of a venture with the expectation of some 30 benefit to the investor where the investor has no direct control over the investment or 31 policy decision of the venture; or, in general, any interest or instrument commonly
01 known as a "security," or any certificate of interest or participation in, temporary or 02 interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or 03 purchase, any of the foregoing; "security" does not include a participation agreement 04 entered into under AS 14.40.802 or an insurance or endowment policy or annuity 05 contract under which an insurance company promises to pay a fixed or variable sum of 06 money either in a lump sum or periodically for life or for some other specified period; 07 * Sec. 33. AS 45.55.990(32), as amended by sec. 32 of this Act, is amended to read: 08 (32) "security" means a note; stock; treasury stock; bond; debenture; 09 evidence of indebtedness; certificate of interest or participation in any profit-sharing 10 agreement; limited liability company interest under [FORMER AS 10.50 OR] 11 AS 10.55, notwithstanding the limitations of AS 45.08.103(c); collateral-trust 12 certificate; preorganization certificate or subscription; transferable share; investment 13 contract; voting-trust certificate; certificate of deposit for a security; viatical settlement 14 interest; certificate of interest or participation in an oil, gas, or mining title or lease or 15 in payments out of production under the title or lease or in any sale of or indenture or 16 bond or contract for the conveyance of land or any interest in land; an option on a 17 contract for the future delivery of agricultural or mineral commodities or any other 18 commodity offered or sold to the public and not regulated by the Commodity Futures 19 Trading Commission; however, the contract or option is not subject to the provisions 20 of AS 45.55.070 if it is sold or purchased on the floor of a bona fide exchange or 21 board of trade and offered or sold to the public by a broker-dealer or agent registered 22 under this chapter; investment of money or money's worth including goods furnished 23 or services performed in the risk capital of a venture with the expectation of some 24 benefit to the investor where the investor has no direct control over the investment or 25 policy decision of the venture; or, in general, any interest or instrument commonly 26 known as a "security," or any certificate of interest or participation in, temporary or 27 interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or 28 purchase, any of the foregoing; "security" does not include a participation agreement 29 entered into under AS 14.40.802 or an insurance or endowment policy or annuity 30 contract under which an insurance company promises to pay a fixed or variable sum of 31 money either in a lump sum or periodically for life or for some other specified period;
01 * Sec. 34. AS 10.50.010, 10.50.015, 10.50.020, 10.50.025, 10.50.030, 10.50.035, 10.50.038, 02 10.50.040, 10.50.043, 10.50.048, 10.50.050, 10.50.053, 10.50.055, 10.50.060, 10.50.063, 03 10.50.065, 10.50.070, 10.50.075, 10.50.078, 10.50.080, 10.50.090, 10.50.095, 10.50.100, 04 10.50.105, 10.50.110, 10.50.115, 10.50.120, 10.50.125, 10.50.130, 10.50.135, 10.50.140, 05 10.50.145, 10.50.148, 10.50.150, 10.50.155, 10.50.160, 10.50.165, 10.50.170, 10.50.180, 06 10.50.185, 10.50.205, 10.50.210, 10.50.215, 10.50.220, 10.50.225, 10.50.250, 10.50.255, 07 10.50.260, 10.50.265, 10.50.275, 10.50.280, 10.50.285, 10.50.290, 10.50.295, 10.50.300, 08 10.50.305, 10.50.315, 10.50.320, 10.50.330, 10.50.340, 10.50.345, 10.50.348, 10.50.350, 09 10.50.355, 10.50.360, 10.50.370, 10.50.375, 10.50.380, 10.50.385, 10.50.390, 10.50.400, 10 10.50.405, 10.50.408, 10.50.410, 10.50.415, 10.50.420, 10.50.425, 10.50.430, 10.50.435, 11 10.50.440, 10.50.500, 10.50.505, 10.50.510, 10.50.515, 10.50.520, 10.50.525, 10.50.530, 12 10.50.535, 10.50.540, 10.50.545, 10.50.550, 10.50.555, 10.50.560, 10.50.565, 10.50.570, 13 10.50.590, 10.50.600, 10.50.605, 10.50.610, 10.50.615, 10.50.620, 10.50.623, 10.50.625, 14 10.50.630, 10.50.635, 10.50.637, 10.50.638, 10.50.640, 10.50.645, 10.50.650, 10.50.653, 15 10.50.655, 10.50.660, 10.50.665, 10.50.670, 10.50.675, 10.50.690, 10.50.700, 10.50.710, 16 10.50.715, 10.50.720, 10.50.730, 10.50.735, 10.50.750, 10.50.755, 10.50.760, 10.50.765, 17 10.50.800, 10.50.810, 10.50.820, 10.50.830, 10.50.840, 10.50.850, 10.50.860, 10.50.870, 18 10.50.880, 10.50.890, 10.50.900, 10.50.910, 10.50.990, and 10.50.995 are repealed. 19 * Sec. 35. AS 08.48.241(j)(2) is repealed. 20 * Sec. 36. The uncodified law of the State of Alaska is amended by adding a new section to 21 read: 22 INDIRECT COURT RULE CHANGES. (a) The provisions of AS 10.55.204(b), 23 enacted by sec. 23 of this Act, have the effect of amending Rule 19, Alaska Rules of Civil 24 Procedure, by requiring a petitioner to make a limited liability company or a foreign limited 25 liability company a party to an action in certain cases. 26 (b) The provisions of AS 10.55.406(d), enacted by sec. 23 of this Act, have the effect 27 of amending Rule 22, Alaska Rules of Civil Procedure, by establishing specific situations 28 where a person may implead another person in an action. 29 (c) The provisions of AS 10.55.707(b), enacted by sec. 23 of this Act, have the effect 30 of amending Rule 602, Alaska Rules of Appellate Procedure, by altering the requirements for 31 the notice of appeal when appealing from a rejection of reinstatement.
01 (d) The provisions of AS 10.55.904, enacted by sec. 23 of this Act, have the effect of 02 amending Rule 8, Alaska Rules of Civil Procedure, by requiring that certain information be 03 set out in the complaint for a derivative action. 04 (e) The provisions of AS 10.55.905(b), enacted by sec. 23 of this Act, have the effect 05 of amending Rule 26, Alaska Rules of Civil Procedure, by requiring that the court order a stay 06 of discovery under certain conditions. 07 (f) The provisions of AS 10.55.905(j), enacted by sec. 23 of this Act, have the effect 08 of amending Rule 26, Alaska Rules of Civil Procedure, by requiring that the court dissolve an 09 order for a stay of discovery under certain conditions. 10 (g) The provisions of AS 10.55.906, enacted by sec. 23 of this Act, have the effect of 11 amending 12 (1) Rule 79, Alaska Rules of Civil Procedure, by changing the award of court 13 costs in certain cases; and 14 (2) Rule 82, Alaska Rules of Civil Procedure, by changing the award of 15 attorney fees in certain cases. 16 * Sec. 37. The uncodified law of the State of Alaska is amended by adding a new section to 17 read: 18 APPLICATION TO EXISTING RELATIONSHIPS. (a) Before January 1, 2011, this 19 Act applies only to 20 (1) a limited liability company formed on or after January 1, 2010; and 21 (2) except as otherwise provided in (c) of this section, a limited liability 22 company organized under former AS 10.50 before January 1, 2010, that elects, in the manner 23 provided in its operating agreement or by former AS 10.50.095 for amending the operating 24 agreement, to be subject to this Act. 25 (b) Except as otherwise provided in (c) of this section, on and after January 1, 2011, 26 this Act applies to a limited liability company formed under AS 10.55, enacted by sec. 23 of 27 this Act, and to a limited liability company organized under former AS 10.50. 28 (c) For the purposes of applying AS 10.55, enacted by sec. 23 of this Act, to a limited 29 liability company organized under AS 10.50 before the effective date of this Act, 30 (1) the company's articles of organization are considered to be the company's 31 certificate of organization; in this paragraph, "certificate of organization" has the meaning
01 given in AS 10.55.990, enacted by sec. 23 of this Act; and 02 (2) for the purpose of applying AS 10.55.990(11), enacted by sec. 23 of this 03 Act, and subject to AS 10.55.112(d), enacted by sec. 23 of this Act, language in the 04 company's articles of organization designating the company's management structure operates 05 as if that language were in the operating agreement. 06 (d) In this section, 07 (1) "articles of organization" has the meaning given in former AS 10.50.990; 08 (2) "limited liability company" has the meaning given in AS 10.55.990, 09 enacted by sec. 23 of this Act; 10 (3) "limited liability company organized under former AS 10.50" has the 11 meaning given to "limited liability company" in former AS 10.50.990; 12 (4) "operating agreement" has the meaning given in former AS 10.50.990. 13 * Sec. 38. The uncodified law of the State of Alaska is amended by adding a new section to 14 read: 15 SAVING CLAUSE. This Act does not affect an action commenced, proceeding 16 brought, or right accrued before January 1, 2010. 17 * Sec. 39. The uncodified law of the State of Alaska is amended by adding a new section to 18 read: 19 CONDITIONAL EFFECT. AS 10.55.204(b), 10.55.406(d), 10.55.707(b), 10.55.904, 20 10.55.905(b), 10.55.905(j), and 10.55.906, enacted by sec. 23 of this Act, take effect only if 21 sec. 36 of this Act receives the two-thirds majority vote of each house required by art. IV, sec. 22 15, Constitution of the State of Alaska. 23 * Sec. 40. Sections 2, 4, 6, 8, 10, 12, 14, 16, 19, 22, 25, 27, 29, 31, 33, and 35 of this Act 24 take effect January 1, 2011. 25 * Sec. 41. Except as provided in sec. 40 of this Act, this Act takes effect January 1, 2010.