00                            HOUSE BILL NO. 152                                                                          
01 "An Act relating to the transfer of shares in a limited liability company upon the death                                
02 or incapacity of a member."                                                                                             
03 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA:                                                                
04    * Section 1. AS 10.50.210 is amended to read:                                                                      
05 Sec. 10.50.210. Effect of death or incompetency on membership. (a)                                                  
06 Except as provided in (b) of this section or [UNLESS] otherwise provided in an                                      
07 operating agreement or by the written consent of all of the members at the time, the                                    
08 membership of a member of a limited liability company who is an individual                                              
09 terminates if the member dies, or if a court of competent jurisdiction enters an order                                  
10       adjudicating the member unable [INCOMPETENT] to manage the member's person                                    
11       or property because of incapacity.                                                                          
12    * Sec. 2. AS 10.50.210 is amended by adding a new subsection to read:                                              
13            (b)  Unless otherwise provided in an operating agreement, the membership of                                  
14       an individual who is the sole member of a limited liability company passes to the                                 

01 individual's estate upon the individual's death, and the personal representative of the                                 
02 estate has the rights and powers of the member and is subject to the restrictions and                                   
03 liabilities of the member. Unless otherwise provided in an operating agreement, if a                                    
04 court of competent jurisdiction enters an order adjudicating an individual unable to                                    
05 manage the individual's person or property because of incapacity and the individual is                                  
06 the sole member of a limited liability company, the guardian or conservator of the                                      
07 individual shall have all the rights and powers of the member and is subject to the                                     
08       restrictions and liabilities of the member.                                                                       
09    * Sec. 3. AS 10.50.385 is amended to read:                                                                         
10 Sec. 10.50.385. Rights of estate or legal representative of deceased or                                               
11 incompetent member. If a member who is an individual dies or if a court of                                            
12 competent jurisdiction determines the member to be unable [INCOMPETENT] to                                          
13 manage the member's person or property because of incapacity, the member's                                          
14 personal representative [EXECUTOR], administrator, guardian, conservator, or                                        
15 other legal representative has the rights of an assignee of the member's interest, if the                               
16       member's interest has not been terminated, except                                                             
17                 (1)  as provided in AS 10.50.210(b);                                                                
18                 (2)  as provided in an operating agreement of the company; or                                       
19                 (3)  with the written consent of all members.