HB 420: "An Act relating to limited liability companies; amending Alaska Rules of Civil Procedure 20 and 24; and providing for an effective date."
00HOUSE BILL NO. 420 01 "An Act relating to limited liability companies; amending Alaska Rules of Civil 02 Procedure 20 and 24; and providing for an effective date." 03 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 04 * Section 1. AS 10 is amended by adding a new chapter to read: 05 CHAPTER 50. LIMITED LIABILITY COMPANY ACT. 06 ARTICLE 1. PURPOSES AND ACTIVITIES. 07 Sec. 10.50.010. AUTHORIZED PURPOSES. A limited liability company may 08 be organized under this chapter for any lawful purpose. 09 Sec. 10.50.015. COMPLIANCE WITH OTHER LAWS. If an activity of a 10 limited liability company or the purpose for which a limited liability company is 11 organized is subject to another provision of law, the company shall also comply with 12 the other provision of law. 13 ARTICLE 2. NAME; REGISTERED OFFICE AND AGENT. 14 Sec. 10.50.020. LIMITED LIABILITY COMPANY NAME. The name of a
01 limited liability company stated in the company's articles of organization must contain 02 the words "limited liability company" or "limited company" or the abbreviation 03 "L.L.C.," "L.C.," "LLC," or "LC." The word "limited" may be abbreviated as "Ltd.," 04 and the word "company" may be abbreviated as "Co." 05 Sec. 10.50.025. SAME OR DECEPTIVELY SIMILAR NAMES. (a) The 06 name of a limited liability company may not be the same as or deceptively similar to 07 (1) the name of a limited liability company, limited partnership, or 08 corporation organized under the laws of this state; 09 (2) the name of a foreign limited liability company that is registered 10 under this chapter; 11 (3) the name of a foreign corporation that is authorized to transact 12 business in this state; or 13 (4) a name reserved or registered under AS 10.06.110 - 10.06.145; or 14 (5) a name reserved under AS 10.35 or AS 10.50.030. 15 (b) Notwithstanding AS 10.06.130 and AS 10.35.040, a limited liability 16 company may use a name that is deceptively similar to a name described under (a) of 17 this section if the company obtains the written consent of the holder of the name and 18 if words are added, altered, or deleted to make the requested name distinguishable 19 from the name described under (a) of this section. 20 (c) Notwithstanding AS 10.06.130 and AS 10.35.040, a limited liability 21 company may use a name that is described under (a) of this section if the company 22 obtains a final judgment of the superior court that establishes the right of the company 23 to the use of the name in this state. 24 (d) To obtain the benefit of (b) or (c) of this section, the limited liability 25 company that is requesting the name shall file the written consent or a certified copy 26 of the judgment with the department. 27 Sec. 10.50.030. RIGHT TO RESERVE NAME. The exclusive right to use a 28 name may be reserved by a 29 (1) person intending to organize a limited liability company or a foreign 30 limited liability company and to adopt the name; 31 (2) limited liability company, or a foreign limited liability company
01 registered under this chapter, that intends to adopt the name; or 02 (3) foreign limited liability company that intends to register under this 03 chapter and to adopt the name. 04 Sec. 10.50.035. PROCEDURE FOR RESERVING NAME. To reserve a 05 name, a person shall file an application, signed by the person, with the department to 06 reserve the name. If the department finds that the person qualifies under AS 10.50.030 07 to reserve a name and that the name is available for use by a limited liability company 08 or a foreign limited liability company, the department shall reserve the name for the 09 exclusive use of the person for a period of 120 days from and after the date the 10 application is filed with the department. 11 Sec. 10.50.040. RENEWAL OF RESERVED NAME. The holder of the right 12 to the exclusive use of a name reserved under AS 10.50.030 may renew the reservation 13 for successive periods of 120 days from the date of each renewal. 14 Sec. 10.50.045. TRANSFER OF RESERVED NAME. The holder of a right 15 to the exclusive use of a name reserved under AS 10.50.030 may transfer the right to 16 use the name to another person by filing with the department a notice of the transfer. 17 The transfer shall be signed by the holder and must give the name and address of the 18 transferee. The transfer may not extend the term for the reservation of the name. 19 Sec. 10.50.050. REGISTERED OFFICE AND REGISTERED AGENT. (a) 20 A limited liability company shall continuously maintain in this state a registered office. 21 The office may be the same as the place of business of the company. 22 (b) A limited liability company shall continuously maintain in this state an 23 agent for the service of process on the company. The agent must be an individual 24 resident of this state, a limited liability company, a foreign limited liability company 25 registered under this chapter, a corporation organized under the laws of this state, or 26 a foreign corporation authorized under the laws of this state to transact business in this 27 state. 28 Sec. 10.50.055. AGENT'S ACCEPTANCE OF APPOINTMENT REQUIRED. 29 Unless the registered agent of the company signs the document making the 30 appointment, the appointment of a registered agent or a successor registered agent for 31 a limited liability company is not effective until the agent accepts the appointment in
01 writing and the written acceptance is delivered to the department. 02 Sec. 10.50.060. CHANGE OF REGISTERED OFFICE, AGENT, OR AGENT 03 ADDRESS. (a) A limited liability company may change its registered office or 04 agent, or both, by delivering to the department a document stating the 05 (1) name of the company; 06 (2) address of the company's current registered office; 07 (3) address of the company's new registered office if the address is to 08 be changed; 09 (4) name and address of the company's current registered agent; 10 (5) name and address of the company's successor registered agent or 11 the registered agent's new address if the registered agent or the registered agent's 12 address is to be changed. 13 (b) A registered agent may change the agent's address by delivering a 14 statement to the department as required by (a) of this section. Only the registered 15 agent's signature is required for the statement authorized by this subsection. The 16 statement must state that a copy of the statement has been mailed to the limited 17 liability company. 18 Sec. 10.50.065. EFFECTIVE DATE OF CHANGE. (a) A change of the 19 address of the registered office of a limited liability company or of the address of the 20 registered agent of the company is effective when the statement required under 21 AS 10.50.060 is filed with the department. 22 (b) The appointment of a new registered agent is effective when both of the 23 following events have occurred: 24 (1) the statement required under AS 10.50.060 is filed with the 25 department; and 26 (2) when the agent's written acceptance of the appointment required 27 under AS 10.50.055 is filed with the department. 28 Sec. 10.50.070. RESIGNATION OF REGISTERED AGENT. The registered 29 agent of a limited liability company may resign as registered agent by delivering a 30 written notice of the resignation, signed in duplicate, to the department. The 31 department shall mail a copy of the notice to the company at its registered office. The
01 appointment of the registered agent terminates 30 days after the department receives 02 the notice of resignation. Unless the company appoints a successor registered agent 03 within the 30 days, the company is considered to have appointed the department as its 04 agent for service of process until the company appoints a successor registered agent. 05 ARTICLE 3. ORGANIZATION. 06 Sec. 10.50.075. ORGANIZERS. One or more persons may organize a limited 07 liability company by signing articles of organization and delivering the signed articles 08 to the department for filing. A person who organizes a limited liability company may 09 be a person who is not a member of the company when the company is organized or 10 after the company is organized. 11 Sec. 10.50.080. CONTENTS OF ARTICLES OF ORGANIZATION. The 12 articles of organization must state 13 (1) the name of the limited liability company; 14 (2) the street and mailing addresses of the company's registered office 15 and the name and business, residence, or mailing address of the company's registered 16 agent; 17 (3) the latest date when the company will dissolve; and 18 (4) if applicable, that the company will be managed by the persons 19 named as managers in the articles. 20 Sec. 10.50.085. EFFECTIVE DATE OF ORGANIZATION. (a) A limited 21 liability company is organized when the articles of organization are delivered to the 22 department for filing under AS 10.50.840 even if the department is not able at the time 23 of delivery to make the determination required under AS 10.50.840(a) for filing. 24 (b) If the articles of organization, as delivered to the department, do not 25 conform to the requirements of this chapter and are not brought into conformity within 26 the time period established by AS 10.50.840(b)(2), the existence of the limited liability 27 company terminates at the end of the time period for conformity. 28 Sec. 10.50.090. CONCLUSIVE EVIDENCE OF COMPLIANCE. A copy of 29 the articles of organization that is stamped "filed" and marked with the filing date is 30 conclusive evidence that the organizers of the limited liability company have complied 31 with all conditions precedent required to be performed by the organizers and that the
01 company has been organized under this chapter. 02 ARTICLE 4. AMENDMENT OF ARTICLES. 03 Sec. 10.50.100. AMENDMENT OF ARTICLES. (a) A limited liability 04 company may amend its articles of organization at any time and in any respect if the 05 articles as amended contain only the provisions that are required or permitted by this 06 chapter to be included in the original articles of organization at the time of the 07 amendment. 08 (b) A limited liability company may amend its articles of organization by filing 09 articles of amendment with the department. The articles of amendment must state the 10 (1) name of the company; 11 (2) date the articles of organization were filed; and 12 (3) amendment adopted by the company. 13 Sec. 10.50.105. RESTATEMENT OF ARTICLES. A limited liability 14 company may restate its articles of organization at any time. The company shall file 15 its restated articles with the department. The restated articles of organization must be 16 specifically designated as restated articles in the title to the restated articles and must 17 state, either in the title or in an introductory paragraph, the 18 (1) company's present and, if the name is changed, all of the 19 company's former names; and 20 (2) date of the filing of the company's original articles of organization. 21 ARTICLE 5. MANAGEMENT. 22 Sec. 10.50.110. MANAGEMENT GENERALLY. (a) Except as otherwise 23 provided by this chapter, the members of a limited liability company manage the 24 affairs and make the decisions of the company unless an operating agreement of the 25 company names a manager for the company. 26 (b) If an operating agreement of a limited liability company names a manager 27 for the company, the manager has the exclusive power to manage the affairs of the 28 company to the extent authorized by the operating agreement. 29 Sec. 10.50.115. APPOINTMENT, REMOVAL, AND REPLACEMENT OF 30 MANAGERS. Except as otherwise provided in an operating agreement of a limited 31 liability company, a manager of the company may not be appointed, removed, or
01 replaced, unless more than one-half of all of the members of the company authorize 02 the appointment, removal, or replacement. 03 Sec. 10.50.120. MANAGER ELIGIBILITY. Unless otherwise provided in an 04 operating agreement of the company, a manager of a limited liability company may 05 be other than an individual or a member of the company. 06 Sec. 10.50.125. TENURE OF MANAGER. Unless otherwise provided in an 07 operating agreement of the company, a manager of a limited liability company holds 08 office until the manager's successor is elected and qualified, unless the manager 09 resigns or is removed earlier. 10 Sec. 10.50.130. LIMITATION OF MEMBER FIDUCIARY DUTY. Unless 11 otherwise provided in an operating agreement of the company, if a person is a member 12 of a limited liability company that is managed by a manager and if the person is not 13 a manager, the person does not have the fiduciary duty of a manager to the company 14 or to the other members of the company when the person acts solely in the capacity 15 of a member. 16 Sec. 10.50.140. DUTY OF MANAGERS AND MANAGING MEMBERS TO 17 ACCOUNT. (a) Unless otherwise provided in an operating agreement of the 18 company, a manager or member of a limited liability company shall account to the 19 company for, and hold as trustee for the company, a profit or other benefit that the 20 manager or member derives without the consent described in (b) of this section if the 21 profit or benefit results from a 22 (1) use by the manager or member of the property of the company, 23 including confidential or proprietary information of the company or other matters 24 entrusted to the manager or member as a result of being a manager or member of the 25 company; or 26 (2) transaction connected with the conduct or winding up of the 27 company. 28 (b) The consent required by (a) of this section is the consent of more than 29 one-half of all of the 30 (1) disinterested managers if an operating agreement of the company 31 names a manager for the company;
01 (2) other members of the company if an operating agreement of the 02 company does not name a manager for the company; or 03 (3) other persons participating in the management or winding up of the 04 company. 05 Sec. 10.50.145. AUTHORIZATION OF COMPANY AFFAIRS. (a) Unless 06 otherwise provided in an operating agreement of the company or by this chapter, if an 07 operating agreement does not name a manager for the company, the consent of more 08 than one-half of all of the members of a limited liability company is required to decide 09 the affairs of the company. 10 (b) Unless otherwise provided in an operating agreement of the company or 11 by this chapter, if an operating agreement of the company names more than one 12 manager for the company, the consent of more than one-half of the number of 13 managers of a limited liability company is required to decide the affairs of the 14 company. 15 (c) Notwithstanding (a) and (b) of this section, and unless otherwise provided 16 in writing in an operating agreement of the company, the consent of all of the 17 members of a limited liability company is required to 18 (1) amend a written operating agreement of the company; or 19 (2) authorize a manager or member to perform an act on behalf of the 20 company that contravenes a written operating agreement of the company, including an 21 act that contravenes a provision of the written operating agreement that expressly limits 22 the purposes, affairs, or conduct of the affairs of the company. 23 ARTICLE 6. ADMISSION AND WITHDRAWAL OF MEMBERS. 24 Sec. 10.50.155. ADMISSION OF MEMBERS. A person may become a 25 member in a limited liability company if the person acquires a limited liability 26 company interest 27 (1) directly from the limited liability company 28 (A) in compliance with an operating agreement of the company; 29 or 30 (B) with the written consent of all of the members of the 31 company if an operating agreement of the company does not provide in writing
01 for acquiring an interest directly from the company; or 02 (2) by assignment of the interest by a company member in compliance 03 with AS 10.50.165. 04 Sec. 10.50.160. EFFECTIVE DATE OF ADMISSION. The effective date of 05 the admission of a member to a limited liability company is the later of the date 06 (1) when the company is organized; 07 (2) established in an operating agreement of the company; or 08 (3) when the person's admission is reflected in the records of the 09 company if an operating agreement of the company does not establish an effective 10 date. 11 Sec. 10.50.165. AUTHORIZATION FOR ASSIGNEE TO BECOME 12 MEMBER. (a) Unless otherwise provided in writing in an operating agreement of the 13 company, an assignee of a limited liability company interest may not become a 14 member unless all other members consent. 15 (b) An operating agreement of the company may specify the manner for 16 evidencing the consent required by (a) of this section. If an operating agreement does 17 not specify in writing the manner for evidencing the consent, the consent is evidenced 18 by a written instrument that is dated and signed by the members. 19 Sec. 10.50.170. RIGHTS, POWERS, AND LIABILITIES OF ASSIGNEE 20 WHO BECOMES A MEMBER. (a) An assignee who becomes a member has, to the 21 extent assigned, the rights and powers of a member under the articles of organization, 22 an operating agreement, and this chapter, and is subject to the restrictions and 23 liabilities of a member under the articles of organization, an operating agreement, and 24 this chapter. 25 (b) In addition to the liabilities imposed under (a) of this section, an assignee 26 of a limited liability company interest who becomes a member of the company is liable 27 for an obligation of the assignor to make a contribution under AS 10.50.280 that is not 28 imposed by the articles of organization, an operating agreement, or otherwise by this 29 chapter. 30 (c) Notwithstanding (a) and (b) of this section, an assignee who becomes a 31 member is not liable for liabilities that are unknown to the assignee when the assignee
01 becomes a member and that cannot be determined from the written records of the 02 company maintained under AS 10.50.870. 03 Sec. 10.50.180. RIGHTS OF ASSIGNOR WHEN ASSIGNEE BECOMES A 04 MEMBER. Unless otherwise provided in writing in an operating agreement of the 05 company, when an assignee of a member's limited liability company interest becomes 06 a member of the company with respect to the assignor's entire interest, the assignor 07 ceases to be a member or to have the power to exercise the rights of a member. 08 Sec. 10.50.185. VOLUNTARY TERMINATION OF MEMBERSHIP. (a) A 09 person's membership in a limited liability company terminates if the person withdraws 10 voluntarily from the company. 11 (b) Unless a written operating agreement of the company provides that a 12 member may not withdraw voluntarily from the company, a member of a limited 13 liability company may withdraw as a member voluntarily at any time by giving 30 14 days' written notice to the other members, or by giving other notice that is established 15 by an operating agreement of the company in writing. 16 Sec. 10.50.190. WITHDRAWAL BEFORE END OF TERM OR 17 UNDERTAKING. Unless otherwise provided in an operating agreement of the 18 company, if a limited liability company has a definite term or particular undertaking, 19 the withdrawal of a member of the company under AS 10.50.185 before the end of the 20 term or the accomplishment of the undertaking is a breach of the operating agreement. 21 Sec. 10.50.195. REMEDIES FOR WRONGFUL WITHDRAWAL. (a) If the 22 voluntary withdrawal of a member from the company breaches an operating agreement 23 of the company, or if the withdrawal occurs as a result of otherwise wrongful conduct 24 of the member, a limited liability company may recover from the withdrawing member 25 damages that are for the breach of the operating agreement or that result from the 26 wrongful conduct, including the reasonable costs of obtaining replacement of any 27 services the withdrawn member was obligated to perform. 28 (b) A limited liability company may offset the damages authorized under (a) 29 of this section against the amount that is otherwise distributable to the withdrawing 30 member, and may pursue other remedies allowed in an operating agreement of the 31 company or otherwise available under applicable law.
01 Sec. 10.50.205. REMOVAL OF MEMBER. (a) Except as provided in (b) 02 of this section, a person's membership in a limited liability company terminates if the 03 person assigns all of the person's interest in the company and if a majority of the 04 members who have not assigned their interests in the company authorize the removal 05 of the person as a member. 06 (b) If an operating agreement of the company provides in writing for the 07 removal of a member, a person's membership in a limited liability company terminates 08 if the person is removed as a member in the manner and under the circumstances 09 provided in the agreement. 10 Sec. 10.50.210. EFFECT OF DEATH OR INCOMPETENCY ON 11 MEMBERSHIP. Unless otherwise provided in writing in an operating agreement or 12 by the written consent of all of the members at the time, the membership of a member 13 of a limited liability company who is an individual terminates if the member dies, or 14 if a court of competent jurisdiction enters an order adjudicating the member 15 incompetent to manage the member's person or property. 16 Sec. 10.50.215. TERMINATION OF TRUST OR DISTRIBUTION OF 17 INTEREST BY ESTATE MEMBERSHIP. (a) Unless otherwise provided in writing 18 in an operating agreement of the company or by the written consent of all of the 19 members of the company at the time, the limited liability company membership held 20 by a trust or trustee terminates when the trust terminates. In this subsection, 21 "terminates" does not include the substitution of a new trustee. 22 (b) Unless otherwise provided in writing in an operating agreement of the 23 company or by the written consent of all of the members of the company at the time, 24 the limited liability company membership held by an estate terminates when the 25 limited liability company interest is distributed by the fiduciary of the estate. 26 Sec. 10.50.220. TERMINATION ON DISSOLUTION OF MEMBER. (a) 27 Unless otherwise provided in writing in an operating agreement of the company or by 28 the written consent of all of the members of the company at the time, a limited 29 liability company membership of a member that is a separate limited liability company 30 terminates when the member dissolves and begins to wind up its affairs. 31 (b) Unless otherwise provided in writing in an operating agreement of the
01 company or by the written consent of all of the members of the company at the time, 02 a limited liability company membership of a member that is a corporation terminates 03 when the corporation is dissolved. 04 Sec. 10.50.225. OTHER EVENTS TERMINATING MEMBERSHIP. (a) 05 Unless otherwise provided in writing in an operating agreement of the company or 06 authorized by the written consent of all of the members of the company at the time, 07 a person's membership in a limited liability company terminates when the person 08 (1) makes an assignment for the benefit of creditors; 09 (2) files a voluntary petition in bankruptcy; 10 (3) is adjudicated a bankrupt or insolvent; 11 (4) files a petition or answer seeking for the person a reorganization, 12 arrangement, composition, readjustment, liquidation, dissolution, or similar relief under 13 law; 14 (5) files an answer or other pleading admitting or failing to contest the 15 material allegations of a petition filed against the member in a proceeding in the nature 16 of (1) - (4) of this subsection; or 17 (6) seeks, consents to, or acquiesces in the appointment of a trustee, 18 receiver, or liquidator of the person or of all or a substantial part of the person's 19 property. 20 (b) Unless otherwise provided in writing in an operating agreement of the 21 company or consented to in writing by all of the members of the company at the time, 22 a person's membership in a limited liability company terminates when 23 (1) a proceeding against the person seeking reorganization, 24 arrangement, composition, readjustment, liquidation, dissolution, or similar relief is not 25 dismissed within 120 days after the commencement of the proceeding; or 26 (2) an appointment, without the member's consent, of a trustee, 27 receiver, or liquidator of the person or of all or a substantial part of the person's 28 property is not vacated or stayed within 120 days after the appointment or after the 29 expiration of the stay. 30 (c) The members of a limited liability company may provide in writing in an 31 operating agreement that other events terminate a membership.
01 ARTICLE 7. RELATIONSHIP TO THIRD PARTIES. 02 Sec. 10.50.250. AGENCY POWER OF MEMBERS AND MANAGERS. (a) 03 Except as provided in (b) and (c) of this section, a member of a limited liability 04 company is an agent of the company for the purpose of conducting the company's 05 affairs. A member's act, including the execution of an instrument in the name of the 06 company, that appears to be performed in the usual way of conducting the affairs of 07 the company, binds the company, unless the member does not in fact have the 08 authority to act for the company in the particular matter and the person with whom the 09 member is dealing knows that the member does not have the authority to act for the 10 company in the particular matter. 11 (b) If the articles of organization of a limited liability company name a 12 manager for the company, a member is not, solely by reason of being a member, an 13 agent of the company. 14 (c) If the articles of organization of the limited liability company name a 15 manager for the company, a manager is an agent of a limited liability company for the 16 purpose of conducting its affairs, and a manager's act, including the execution of an 17 instrument in the name of the company, that appears to be performed in the usual way 18 of conducting the affairs of the company binds the company, unless the manager does 19 not in fact have the authority to act for the company in the particular matter and the 20 person with whom the manager is dealing knows that the manager does not have the 21 authority to act for the company in the particular matter. 22 (d) A limited liability company manager's or member's act that does not 23 appear to be performed in the usual way of conducting the affairs of the company does 24 not bind the company, unless the act is authorized by an operating agreement of the 25 company when the act is performed or at another time. 26 (e) A limited liability company manager's or member's act that contravenes 27 a restriction on the manager's or member's authority does not bind the company with 28 regard to persons who know about the restriction. 29 Sec. 10.50.255. ADMISSIONS OF MEMBERS AND MANAGERS. (a) 30 Except as provided in (b) of this section, an admission or representation made by a 31 member of a limited liability company about the affairs of the company is evidence
01 against the company if the admission or representation is within the scope of the 02 member's authority under this chapter. 03 (b) If the articles of organization of a limited liability company name a 04 manager for the company, an admission or representation made by a 05 (1) manager about the affairs of the company is evidence against the 06 company if the admission or representation is within the scope of the manager's 07 authority under this chapter; and 08 (2) member, acting solely in the capacity of a member, is not evidence 09 against the company. 10 Sec. 10.50.260. LIMITED LIABILITY COMPANY CHARGED WITH 11 KNOWLEDGE OF OR NOTICE TO MEMBER OR MANAGER. (a) Except as 12 provided in (b) and (c) of this section, and except for a fraud on the company 13 committed by or with the consent of the member who has the knowledge or receives 14 the notice, the following operate as notice to or knowledge of a limited liability 15 company: 16 (1) notice given to a company member of a matter relating to the 17 affairs of the company; 18 (2) the knowledge of a company member acting in the particular matter, 19 whether acquired while a member or known at the time of becoming a member; and 20 (3) the knowledge of a company member who reasonably could and 21 should have communicated the knowledge to a member acting in the particular matter. 22 (b) If the articles of organization of the company name a manager for the 23 company, the following operate as notice to or knowledge of a limited liability 24 company, except for a fraud on the company committed by or with the consent of the 25 manager who has the knowledge or receives the notice: 26 (1) notice given to a manager of a matter relating to the business or 27 affairs of the limited liability company; 28 (2) the knowledge of the manager acting in the particular matter, 29 acquired while a manager or known at the time of becoming a manager; and 30 (3) the knowledge of a company manager who reasonably could and 31 should have communicated the knowledge to the manager acting in the particular
01 matter. 02 (c) If the articles of organization of the company name a manager for the 03 company, notice to, or the knowledge of, a member of a limited liability company 04 while the member is acting solely in the capacity of a member does not operate as 05 notice to or knowledge of the company. 06 Sec. 10.50.265. LIABILITY OF MEMBERS TO THIRD PARTIES. A person 07 who is a member of a limited liability company is not liable, solely by reason of being 08 a member, under a judgment, decree, or order of a court, or in another manner, for a 09 liability of the company, whether the liability arises in contract, tort, or another form, 10 or for the acts or omissions of another member, manager, agent, or employee of the 11 company. 12 ARTICLE 8. CONTRIBUTIONS. 13 Sec. 10.50.275. CONSIDERATION FOR COMPANY INTERESTS. An 14 interest in a limited liability company may be issued for property, services rendered, 15 or a promissory note or other obligation to contribute property or services. 16 Sec. 10.50.280. LIABILITY FOR CONTRIBUTIONS. (a) Notwithstanding 17 AS 09.25.010 - 09.25.020, a promise by a member of a limited liability company to 18 contribute property or services to the company is not enforceable unless the promise 19 is stated in a writing signed by the member. 20 (b) Unless otherwise provided in an operating agreement of the company, a 21 member of a limited liability company is liable for performing an enforceable promise 22 made to the company to contribute property or services, even if the member is unable 23 to perform because of death, disability, or another reason. 24 (c) If a member of a limited liability company does not make the member's 25 required contribution of property or services, the member shall, at the option of the 26 company, contribute cash equal to that portion of value of the required contribution 27 that has not been made. 28 (d) Unless otherwise provided in writing in an operating agreement of the 29 company, an assignor of a limited liability company interest is not released from the 30 assignor's liability to the company under this section, even if the assignee becomes a 31 member with respect to the assigned interest.
01 Sec. 10.50.285. COMPROMISE OF CONTRIBUTION. Unless otherwise 02 provided in an operating agreement of the company, the obligation of a member to 03 make a contribution to a limited liability company may not be compromised, unless 04 all of the other members consent to the compromise. 05 ARTICLE 9. DISTRIBUTIONS. 06 Sec. 10.50.300. SHARING OF PROFITS. Unless otherwise provided in 07 writing in an operating agreement of the company, a member of a limited liability 08 company shares equally in the profits and other assets of the company remaining after 09 all liabilities, including liabilities to members, are satisfied. 10 Sec. 10.50.305. INTERIM DISTRIBUTIONS UNDER OPERATING 11 AGREEMENT. If a limited liability company makes an interim distribution of its 12 assets to its members, the company shall make the distribution to the members in the 13 manner provided in writing in an operating agreement of the company. The operating 14 agreement of the company may authorize different interim distributions for different 15 classes of members. 16 Sec. 10.50.310. INTERIM DISTRIBUTIONS WITHOUT OPERATING 17 AGREEMENT. If a written operating agreement of the company does not provide for 18 the interim distribution of the assets of the company, when a limited liability company 19 makes an interim distribution of its assets, the interim distributions to each member of 20 the company shall be equal. 21 Sec. 10.50.315. TIME FOR INTERIM DISTRIBUTIONS. A member of a 22 limited liability company is entitled to receive interim distributions under AS 10.50.305 23 - 10.50.310 at the times or upon the happening of the events specified in an operating 24 agreement of the company, or at the times determined by the members or managers 25 under AS 10.50.145. 26 Sec. 10.50.320. DISTRIBUTIONS WHEN A PERSON CEASES TO BE A 27 MEMBER. (a) Except for termination under AS 10.50.205, when the limited liability 28 company membership of a person terminates and the termination does not cause 29 dissolution of the company, the company shall distribute to the person the distribution 30 that the person was entitled to receive before the person's membership terminated. 31 (b) If an operating agreement of the company does not provide the amount of
01 the distribution under (a) of this section or a method for determining the amount of the 02 distribution under (a) of this section, a limited liability company shall distribute to the 03 terminating member within a reasonable time after termination the fair value of the 04 member's limited liability company interest. The interest shall be calculated as of the 05 date the membership terminates. 06 Sec. 10.50.325. DISTRIBUTION IN KIND. (a) Unless otherwise provided 07 in an operating agreement of the company, a member, regardless of the nature of the 08 member's contribution, may not demand and receive a distribution from a limited 09 liability company in a form other than cash. 10 (b) Unless otherwise provided in an operating agreement of the company, a 11 limited liability company may not compel a member of the company to accept from 12 the company a distribution of a company asset in a form other than cash to the extent 13 that the percentage of the asset distributed to the member exceeds the percentage that 14 the member would have shared in a cash distribution equal to the value of the asset 15 at the time of distribution. 16 Sec. 10.50.330. RIGHT TO DISTRIBUTION. When a member of a limited 17 liability company is entitled to receive a distribution from the company, the member 18 is a creditor of the company with respect to the distribution, and is entitled to all 19 remedies available to a creditor of the company. 20 ARTICLE 10. OWNERSHIP AND TRANSFER OF PROPERTY. 21 Sec. 10.50.350. OWNERSHIP OF COMPANY PROPERTY. (a) Property 22 transferred to or otherwise acquired by a limited liability company is the property of 23 the company and is not the property of the members individually. 24 (b) A limited liability company may acquire, hold, and convey property, 25 including real property, in the name of the company. If a limited liability company 26 acquires an interest in real property, the company may acquire the interest in the name 27 of the company. If a limited liability company acquires an interest in real property in 28 the name of the company, the company holds the title to the interest and not the 29 members individually. 30 Sec. 10.50.355. TRANSFER OF PROPERTY. (a) Except as provided in (c) 31 of this section, a limited liability company may transfer the property of the company
01 that is held in its name if the company uses an instrument of transfer signed by a 02 member of the company in the name of the company. 03 (b) The property of a limited liability company that is held in the name of a 04 member or manager may be transferred by an instrument of transfer signed by the 05 member or manager in whose name the title is held, if the instrument transferring the 06 property to the member or manager indicates that the member or manager is a member 07 or manager of the company, or, if the name of the company is not indicated on the 08 instrument, that the limited liability company exists. 09 (c) If the articles of organization of the company name a manager for the 10 company, 11 (1) title to limited liability company property that is held in the name 12 of the company may be transferred by an instrument of transfer signed by a manager 13 of the company in the name of the company; and 14 (2) a member, solely by reason of being a member, does not have the 15 authority to transfer the property of a limited liability company. 16 Sec. 10.50.360. RECOVERY OF PROPERTY. A limited liability company 17 may recover property transferred under AS 10.50.355 if the company proves that the 18 execution of the instrument of transfer did not bind the company under AS 10.50.250, 19 unless the property has been transferred by the initial transferee, or by a person 20 claiming through the initial transferee, to a subsequent transferee who gives value 21 without having notice that the person who signed the instrument of initial transfer 22 lacked authority to bind the company. 23 Sec. 10.50.365. TRANSFER FREE OF COMPANY CLAIMS. The property 24 of a limited liability company held in the name of a person other than the company 25 may be transferred by the person free of the claims of the company or the company's 26 members if the transfer is made to a transferee who gives value without having notice 27 that the property is property of the company and the instrument that transfers title to 28 the property to the transferee does not indicate the transferor's capacity as a member 29 or manager of the company or the existence of the company. 30 Sec. 10.50.370. NATURE OF INTEREST IN COMPANY. A limited liability 31 company interest is personal property.
01 Sec. 10.50.375. ASSIGNMENT OF INTEREST IN COMPANY. (a) A 02 person may assign a limited liability company interest in whole or in part. 03 (b) The assignment of a limited liability company interest entitles the assignee 04 to receive, to the extent assigned, only the distributions to which the assignor is 05 entitled. 06 (c) The assignment of a limited liability company interest does not dissolve 07 the company or entitle the assignee to participate in the management and affairs of the 08 company, to become a member, or to exercise the rights of a member. Unless the 09 assignee of the interest becomes a member with respect to the interest, the assignor 10 continues to be a member and may exercise the rights of a member, subject to the 11 members' right to remove the assignor under AS 10.50.205. 12 (d) Unless the assignee becomes a member, an assignee of a limited liability 13 company interest is not liable as a member solely as a result of the assignment. 14 (e) The assignor of a limited liability company interest is not released, solely 15 as a result of the assignment, from the assignor's liability as a member. 16 (f) A written operating agreement may establish terms different from those in 17 (a) - (e) of this section. 18 (g) Unless otherwise provided in an operating agreement of the company, the 19 pledge of, or granting of a security interest, lien, or other encumbrance in or against, 20 a part or all of a member's limited liability company interest is not an assignment 21 under this section and does not terminate the membership or the rights and powers of 22 the member. 23 Sec. 10.50.380. RIGHTS OF JUDGMENT CREDITORS. (a) If a judgment 24 creditor of a limited liability company member applies to a court of competent 25 jurisdiction, the court may charge the member's limited liability company interest for 26 payment of the unsatisfied amount of the judgment. 27 (b) To the extent a limited liability company interest is charged under (a) of 28 this section, the judgment creditor has only the rights of an assignee of the member's 29 interest. 30 (c) This section is not intended to deprive a member of a limited liability 31 company of the benefit of an exemption available to the member under another
01 provision of law and applicable to the member's limited liability company interest. 02 Sec. 10.50.385. POWERS OF ESTATE OF A DECEASED OR 03 INCOMPETENT MEMBER. If a member who is an individual dies or if a court of 04 competent jurisdiction determines the member to be incompetent to manage the 05 member's person or property, the member's executor, administrator, guardian, 06 conservator, or other legal representative has the rights of an assignee of the member's 07 interest. 08 ARTICLE 11. DISSOLUTION. 09 Sec. 10.50.400. DISSOLUTION. A limited liability company is dissolved and 10 its affairs shall be wound up if 11 (1) an event occurs that is identified in writing in the articles of 12 organization or an operating agreement as causing dissolution; 13 (2) all of the members of the company consent in writing; 14 (3) a person's membership in the company terminates, unless 15 (A) the business of the company is continued by the consent of 16 all of the remaining members on or before the 90th day following the 17 termination of the membership; or 18 (B) a written operating agreement provides otherwise; or 19 (4) the superior court enters a decree for judicial dissolution of the 20 company under AS 10.50.405. 21 Sec. 10.50.405. DISSOLUTION BY COURT. On application by or for a 22 member of a limited liability company, the superior court may order the company 23 dissolved if the court determines that it is not reasonably practicable for the company 24 to conduct its affairs in conformity with an operating agreement of the company. 25 Sec. 10.50.410. AUTHORITY TO WIND UP. Unless otherwise provided in 26 writing in an operating agreement, the affairs of a limited liability company may be 27 wound up by the 28 (1) members or managers who have authority under AS 10.50.110 to 29 manage the company before dissolution; or 30 (2) superior court on the application of a member of the company or 31 the member's legal representative or assignee if
01 (A) a member or manager identified in (1) of this subsection 02 has engaged in wrongful conduct; or 03 (B) other cause is shown. 04 Sec. 10.50.415. ACTS OF WINDING UP. Unless otherwise provided in 05 writing in an operating agreement of the company, a person winding up the affairs of 06 a limited liability company may, in the name of, and for and on behalf of, the 07 company, 08 (1) prosecute and defend court actions; 09 (2) settle and close the affairs of the company; 10 (3) dispose of and transfer the property of the company; 11 (4) discharge the liabilities of the company; and 12 (5) distribute to the members the assets of the company that remain 13 after (1) - (4) of this subsection have been performed. 14 Sec. 10.50.420. AGENCY POWER OF MANAGER OR MEMBER AFTER 15 DISSOLUTION. (a) Except as provided in (b) - (d) of this section, after dissolution 16 of a limited liability company, a member having authority to wind up the company's 17 affairs can bind the company by an act that 18 (1) is appropriate for winding up the company's affairs or completing 19 transactions unfinished at dissolution; or 20 (2) would have bound the company if the company had not been 21 dissolved, if the other party to the transaction does not have notice of the dissolution; 22 in this paragraph, filing the articles of dissolution is presumed to constitute notice of 23 the dissolution. 24 (b) A member's act that is not binding on the limited liability company under 25 (a) of this section binds the company if the act is otherwise authorized by the 26 company. 27 (c) A member's act that violates a restriction on the member's authority does 28 not bind the member's limited liability company with regard to another person who 29 knows about the restriction, even if the member's act is binding under (a) of this 30 section or is otherwise authorized. 31 (d) If the articles of organization of a limited liability company name a
01 manager to manage the company, a member does not have the authority to bind the 02 company if the member is acting solely in the capacity of a member, and a manager 03 of the company can bind the company by an act that 04 (1) is appropriate for winding up the company's affairs or completing 05 transactions unfinished at dissolution; or 06 (2) would have bound the company if the company had not been 07 dissolved if the other party to the transaction does not have notice of the dissolution; 08 in this paragraph, filing the articles of dissolution is presumed to constitute notice of 09 the dissolution. 10 Sec. 10.50.425. DISTRIBUTION OF ASSETS. Upon the winding up of a 11 limited liability company, the assets of the company shall be distributed in the 12 following manner and order of priority: 13 (1) payment, or adequate provision for payment, to creditors, including, 14 to the extent permitted by law, members who are creditors and not covered by (2) of 15 this section, in satisfaction of the liabilities of the company; 16 (2) unless otherwise provided in writing in an operating agreement of 17 the company, payment to members or former members in satisfaction of the company's 18 liabilities for distributions under AS 10.50.305 - 10.50.320; 19 (3) unless otherwise provided in writing in an operating agreement of 20 the company, to members and former members in the following order of priority: 21 (A) for the return of their contributions; and 22 (B) in proportion to the members' respective rights to share in 23 distributions from the company before dissolution. 24 Sec. 10.50.430. ARTICLES OF DISSOLUTION. After the dissolution of a 25 limited liability company under AS 10.50.400, the limited liability company may file 26 articles of dissolution with the department. The articles must state 27 (1) the name of the company; 28 (2) the date of filing of the company's articles of organization and of 29 any amendments to the articles of organization; 30 (3) the reason for filing the articles of dissolution; 31 (4) the effective date, which must be a specific date, of the articles of
01 dissolution if the articles of dissolution are not to be effective when filed; and 02 (5) other information determined appropriate by the members or 03 managers filing the articles. 04 Sec. 10.50.435. KNOWN CLAIMS AGAINST DISSOLVED LIMITED 05 LIABILITY COMPANY. (a) Upon dissolution, a limited liability company may 06 dispose of the known claims against it by filing articles of dissolution under 07 AS 10.50.430 and following the procedures described in this section. 08 (b) A dissolved limited liability company shall notify its known claimants in 09 writing of the dissolution at any time after the effective date of dissolution. The written 10 notice must 11 (1) describe the information that must be included in the claim; 12 (2) provide a mailing address where the claim may be sent; 13 (3) state the deadline, which may not be fewer than 120 days after the 14 later of the date of the written notice or the filing of articles of dissolution under 15 AS 10.50.430, for the company to receive the claim; and 16 (4) state that the claim is barred if it is not received by the company 17 by the deadline. 18 (c) A claim against a limited liability company is barred if a claimant 19 (1) who was given written notice under (b) of this section does not 20 deliver the claim to the company by the deadline; or 21 (2) whose claim is rejected by the company does not begin a 22 proceeding to enforce the claim within 90 days after the date of the rejection notice. 23 (d) In this section, "claim" does not include a contingent liability or a claim 24 based on an event occurring after the effective date of dissolution. 25 Sec. 10.50.440. UNKNOWN CLAIMS AGAINST DISSOLVED LIMITED 26 LIABILITY COMPANY. (a) If a limited liability company publishes a newspaper 27 notice in accordance with (b) of this section and files articles of dissolution under 28 AS 10.50.430, the following claims are barred unless the claimant commences a 29 proceeding to enforce the claim against the company within five years after the later 30 of the publication date of the newspaper notice or the filing of the articles of 31 dissolution:
01 (1) a claim by a claimant who did not receive written notice under 02 AS 10.50.435; 03 (2) a claim filed within the time allowed if the company does not act 04 on the claim; 05 (3) a claim that is contingent or based on an event occurring after the 06 effective date of dissolution. 07 (b) The notice published under (a) of this section shall be published once in 08 a newspaper of general circulation in the judicial district where the company's 09 principal office, or its registered office if it does not have a principal office in this 10 state, is located in this state, and must 11 (1) describe the information that must be included in a claim; 12 (2) provide a mailing address where the claim may be sent; 13 (3) state that a claim against the company is barred unless a proceeding 14 to enforce the claim is begun within five years after the publication of the notice; and 15 (4) request that persons with claims against the company present them 16 to the company as provided in the notice. 17 (c) A claim may be enforced under this section 18 (1) against the company to the extent of the company's undistributed 19 assets; or 20 (2) if the company's assets have been distributed in liquidation, against 21 a member of the company to the extent of the member's pro rata share of the claim 22 or of the assets of the company distributed to the member in liquidation, whichever is 23 less; a member's total liability for all claims under this section may not exceed the 24 total amount of assets of the company that are distributed to the member. 25 ARTICLE 12. MERGER AND CONSOLIDATION. 26 Sec. 10.50.500. AUTHORITY FOR MERGER OR CONSOLIDATION. 27 Unless otherwise provided in writing in an operating agreement of the company, and 28 subject to the law applicable to the other entity, a limited liability company may merge 29 or consolidate with or into another entities. The limited liability company or the other 30 entity may be the surviving or resulting entity. 31 Sec. 10.50.505. CONVERSION OF RIGHTS, SECURITIES, AND
01 INTERESTS. The rights or securities of or interests in an entity that is a party to a 02 merger or consolidation may be exchanged for or converted into cash, property, 03 obligations, rights or securities of, or interests in the surviving or resulting entity or 04 of another entity. 05 Sec. 10.50.510. APPROVAL OF MERGER OR CONSOLIDATION. (a) 06 Unless otherwise provided in writing in an operating agreement of the company, a 07 limited liability company may not approve a proposed merger or consolidation unless 08 the merger or consolidation is approved by more than one-half of all of the members 09 of the company. 10 (b) A corporation or a foreign limited liability company that is a party to a 11 proposed merger or consolidation may not approve the merger or consolidation unless 12 the merger or consolidation is approved as required by the law applicable to the 13 corporation or foreign limited liability company. 14 (c) A party to a merger or consolidation under this chapter may abandon the 15 merger or consolidation as provided in the merger or consolidation agreement or by 16 the law applicable to the entity. 17 Sec. 10.50.515. DELIVERY OF ARTICLES OF MERGER OR 18 CONSOLIDATION. The entity surviving or resulting from a merger or consolidation 19 under this chapter shall file with the department articles of merger or consolidation 20 signed by each business entity that is a party to the merger or consolidation. 21 Sec. 10.50.520. CONTENTS OF ARTICLES OF MERGER OR 22 CONSOLIDATION. The articles of merger or consolidation required by AS 10.50.515 23 must state 24 (1) the name of each entity that is a party to the merger or 25 consolidation; 26 (2) the jurisdiction where each entity that is a party to the merger or 27 consolidation was organized; 28 (3) that an agreement of merger or consolidation has been approved and 29 signed by each entity that is a party to the merger or consolidation; 30 (4) the name of the surviving or resulting entity; 31 (5) the future effective date, which must be a specific date, of the
01 merger or consolidation if the merger or consolidation is not effective when the articles 02 are filed; 03 (6) that the agreement of merger or consolidation is on file at a place 04 of business of the surviving or resulting entity; 05 (7) the address of the place of business of the surviving or resulting 06 entity; 07 (8) that a copy of the agreement of merger or consolidation will be 08 furnished by the surviving or resulting entity on request and without cost to a person 09 holding an interest in an entity that is a party to the merger or consolidation; 10 (9) if the surviving or resulting entity is not organized under the laws 11 of this state, a statement that the surviving or resulting entity 12 (A) agrees that it may be served with process in this state in a 13 proceeding to enforce an obligation of an entity that is a party to the merger 14 or consolidation and that was organized under the laws of this state, and to 15 enforce an obligation of the surviving or resulting business entity; 16 (B) appoints the department as its agent for service of process 17 in an enforcement proceeding under (A) of this paragraph; and 18 (C) the address to which a copy of the process may be mailed 19 to the surviving or resulting entity by the department. 20 Sec. 10.50.525. EXECUTION OF ARTICLES OF MERGER OR 21 CONSOLIDATION. Articles of merger or consolidation shall be signed by a limited 22 liability company that is a party to the merger or consolidation. 23 Sec. 10.50.530. EQUIVALENT TO ARTICLES OF DISSOLUTION. Articles 24 of merger or consolidation constitute articles of dissolution for a limited liability 25 company that is not the surviving or resulting business entity in the merger or 26 consolidation. 27 Sec. 10.50.535. EFFECTIVE DATE OF MERGER OR CONSOLIDATION. 28 A merger or consolidation under AS 10.50.500 - 10.50.565 takes effect upon the later 29 of the effective date of the filing of the articles of merger or consolidation or an 30 effective date stated in the articles of merger or consolidation. 31 Sec. 10.50.540. USE OF MERGER OR CONSOLIDATION AGREEMENT
01 TO AMEND OR ADOPT OPERATING AGREEMENT. (a) An agreement of merger 02 or consolidation approved under AS 10.50.510 may amend an operating agreement of 03 a limited liability company or adopt a new operating agreement for the company if the 04 company is the surviving or resulting entity in the merger or consolidation. 05 (b) An approved agreement of merger or consolidation may provide that the 06 operating agreement of a limited liability company that is a party to the merger or 07 consolidation, including a limited liability company organized for the purpose of 08 consummating a merger or consolidation, is the operating agreement of a limited 09 liability company that is the surviving or resulting entity. 10 (c) An amendment to an operating agreement or the adoption of a new 11 operating agreement under this section is effective when the merger or consolidation 12 is effective. 13 (d) This subsection is not intended to limit the accomplishment of a merger 14 or of a matter referred to in this section by other means provided for in an operating 15 agreement or in another agreement or as otherwise permitted by law. 16 Sec. 10.50.545. GENERAL EFFECTS OF MERGER OR CONSOLIDATION. 17 (a) When a merger or consolidation becomes effective, the entities that are parties to 18 a merger or consolidation agreement become a single entity that, in the case of a 19 merger, is the entity named in the plan of merger as the surviving entity, and, in the 20 case of a consolidation, is the entity named in the plan of consolidation as the resulting 21 entity. 22 (b) When a merger or consolidation becomes effective, an entity that is a party 23 to the merger or consolidation agreement and that is not the surviving or resulting 24 entity ceases to exist. 25 (c) The surviving entity of a merger or the entity resulting from a 26 consolidation possess all the rights, privileges, immunities, and powers of each entity 27 that is a party to the merger or consolidation agreement and is subject to all the 28 restrictions, disabilities, and duties of each entity that is a party to the merger or 29 consolidation to the extent the rights, privileges, immunities, powers, franchises, 30 restrictions, disabilities, and duties apply to the type of entity that is the surviving 31 entity or the resulting entity.
01 Sec. 10.50.550. EFFECT OF MERGER OR CONSOLIDATION ON 02 PROPERTY OF ENTITIES. (a) The real and personal property, the debts due, 03 including promises to make capital contributions and subscriptions for shares, other 04 choses in action, and the other interests of the entities that are parties to a merger or 05 consolidation belong to the surviving entity or the resulting entity without further 06 action by the entities. 07 (b) The title to real property, including interests in real property, that belongs 08 to an entity that is a party to a merger or consolidation does not revert and is not in 09 any way impaired because of the merger or consolidation. 10 Sec. 10.50.555. EFFECT OF MERGER OR CONSOLIDATION ON 11 LIABILITIES. (a) The surviving entity or the resulting entity in a merger or 12 consolidation is liable for the liabilities of the entities that are parties to the merger or 13 consolidation. 14 (b) A claim or action that exists at the time of the merger or consolidation and 15 that is pending by or against an entity that is a party to a merger or consolidation may 16 be pursued as if the merger or consolidation had not taken place, or the surviving or 17 resulting entity may be substituted in the claim or action. 18 Sec. 10.50.560. RIGHTS OF CREDITORS. The rights of creditors and liens 19 on the property of an entity that is a party to a merger or consolidation are not 20 impaired by the merger or consolidation. 21 Sec. 10.50.565. CONVERSION AT MERGER OR CONSOLIDATION. (a) 22 Upon a merger or consolidation, the limited liability company interests and corporate 23 shares or other interests that are to be converted or exchanged into interests, shares, 24 or other securities, or cash, obligations, or other property under the terms of a merger 25 or consolidation agreement are converted as provided by the merger or consolidation 26 agreement. 27 (b) Upon a merger or consolidation, the former holders of interests converted 28 under (a) of this section have the rights provided in the merger or consolidation 29 agreement or otherwise provided by law. 30 ARTICLE 13. FOREIGN LIMITED LIABILITY COMPANIES. 31 Sec. 10.50.600. GOVERNING LAW. (a) Subject to the constitution of this
01 state, the law of the state or other jurisdiction under which a foreign limited liability 02 company is organized governs the organization and internal affairs of the company and 03 the liability and authority of its managers and members. 04 (b) The department may not deny registration to a foreign limited liability 05 company because of differences between the law of this state and the law of the state 06 or other jurisdiction under which the foreign limited liability company is organized. 07 Sec. 10.50.605. REGISTRATION REQUIRED. Before conducting affairs in 08 this state, a foreign limited liability company shall register with the department. To 09 register, the company shall deliver to the department an application for registration as 10 a foreign limited liability company. 11 Sec. 10.50.610. EXECUTION OF REGISTRATION APPLICATION. An 12 application for registration filed by a foreign limited liability company under 13 AS 10.50.605 shall be signed by a person who is authorized by the law of the state or 14 other jurisdiction where the company was organized to sign the application. 15 Sec. 10.50.615. CONTENTS OF REGISTRATION APPLICATION. An 16 application for the registration of a foreign limited liability company must state 17 (1) the name of the foreign limited liability company and, if different, 18 the name the company proposes to use in this state; 19 (2) the state or other jurisdiction where the company was organized, 20 and date of its organization; 21 (3) the name and address of the company's registered agent; 22 (4) that the department is appointed the agent of the company for 23 service of process if the foreign limited liability company fails to appoint or maintain 24 a registered agent under AS 10.50.640; 25 (5) the address of the office required by the state or other jurisdiction 26 of the company's organization to be maintained in that state or other jurisdiction, or, 27 if the state or other jurisdiction does not require an office to be maintained in that state 28 or other jurisdiction, the principal office of the company; and 29 (6) that the company is a foreign limited liability company. 30 Sec. 10.50.620. EFFECT OF DELIVERY OF APPLICATION FOR 31 REGISTRATION. (a) A foreign limited liability company is registered when the
01 application for registration required by AS 10.50.605 is delivered to the department, 02 even if the department is unable at the time of delivery to make the determination 03 required for filing by AS 10.50.840. 04 (b) If the application for registration, as delivered to the department, does not 05 conform to the requirements of AS 10.50.610 - 10.50.615 and is not brought into 06 conformity within the time period established by AS 10.50.840(b)(2), the registration 07 of the foreign limited liability company terminates at the end of the time period for 08 conformity. 09 Sec. 10.50.625. NAME. The department may not file the application for 10 registration of a foreign limited liability company unless the name of the company 11 satisfies the requirements of AS 10.50.020 - 10.50.025. If the name under which a 12 foreign limited liability is organized in the state or other jurisdiction of its organization 13 does not satisfy the requirements of AS 10.50.020 - 10.50.025, the company may 14 register under AS 10.50.605 if the company uses a name that is available to the 15 company under this chapter and that satisfies the requirements of AS 10.50.020 - 16 10.50.025. 17 Sec. 10.50.630. AMENDMENT OF REGISTRATION. A foreign limited 18 liability company may amend its registration by filing articles of amendment with the 19 department that are signed by a person who has the authority to sign them under the 20 law of the state or other jurisdiction of the company's organization. 21 Sec. 10.50.635. CONTENTS OF ARTICLES OF AMENDMENT. (a) The 22 articles of amendment filed by a foreign limited liability company must state the 23 (1) name of the company; 24 (2) date the original application for registration was filed; and 25 (3) amendment. 26 (b) The application for registration may be amended in any way if the 27 application for registration as amended contains only provisions that this chapter allows 28 to be contained in an application for registration at the time of amendment. 29 Sec. 10.50.640. REGISTERED AGENT. A foreign limited liability company 30 shall continuously maintain in this state an agent for the service of process on the 31 company. The agent must be an individual resident of this state, a limited liability
01 company, a foreign limited liability company registered under this chapter, a 02 corporation organized under the laws of this state, or a foreign corporation authorized 03 to transact business in this state. 04 Sec. 10.50.645. EFFECTIVE DATE OF APPOINTMENT. Unless the 05 registered agent signed the document making the appointment, the appointment of a 06 registered agent or a successor registered agent is not effective until the agent delivers 07 to the department the agent's written acceptance of the appointment. 08 Sec. 10.50.650. CHANGE OF REGISTERED AGENT OR AGENT 09 ADDRESS. (a) A foreign limited liability company may change its registered agent 10 or the agent's address by delivering to the department a document stating the 11 (1) name of the company; 12 (2) name and address of the company's current registered agent; and 13 (3) name and address of the company's successor registered agent or 14 the registered agent's new address if the registered agent or the registered agent's 15 address is to be changed. 16 (b) The registered agent of a foreign limited liability company may change its 17 address by delivering a statement to the department as required by (a) of this section, 18 except that only the registered agent's signature is required. The statement must state 19 that a copy of the statement has been mailed to the foreign limited liability company. 20 Sec. 10.50.655. EFFECTIVE DATE OF CHANGE. (a) A change of the 21 address of the registered agent is effective when the statement required under 22 AS 10.50.650 is filed with the department. 23 (b) The appointment of a new registered agent is effective when both of the 24 following events have occurred: 25 (1) the statement required under AS 10.50.645 is filed with the 26 department; and 27 (2) the agent's written acceptance of the appointment is filed with the 28 department. 29 Sec. 10.50.660. RESIGNATION OF REGISTERED AGENT. The registered 30 agent of a foreign limited liability company may resign as the registered agent by 31 delivering a written notice of the resignation, signed in duplicate, to the department.
01 The department shall mail a copy of the notice to the company at its registered office. 02 The appointment of the registered agent terminates 30 days after the registered agent 03 receives the notice of resignation. Unless the company appoints a successor registered 04 agent within the 30 days, the company is considered to have appointed the department 05 as its agent for service of process until the company appoints a successor registered 06 agent. 07 Sec. 10.50.665. AUTHORITY TO CANCEL REGISTRATION. A foreign 08 limited liability company registered in this state may cancel its registration by filing 09 an application for cancellation with the department. 10 Sec. 10.50.670. CONTENTS OF APPLICATION FOR CANCELLATION. 11 An application for cancellation filed by a foreign limited liability company must state 12 (1) the name of the company and the state or other jurisdiction where 13 the company was organized; 14 (2) that the company is not conducting affairs in this state; 15 (3) that the company cancels its registration in this state; 16 (4) that the company revokes the authority of its registered agent for 17 service of process in this state and consents that service of process may subsequently 18 be made on the company by service on the department for a cause of action arising in 19 this state during the time the company was registered in this state; and 20 (5) an address for mailing a copy of a process to the company. 21 Sec. 10.50.675. FORM, MANNER, AND EXECUTION OF APPLICATION 22 FOR CANCELLATION. The application for cancellation must be in the form and 23 manner designated by the department and shall be signed on behalf of the foreign 24 limited liability company by 25 (1) a person with authority to sign the application under the law of the 26 state or other jurisdiction of its organization; or 27 (2) if the company is controlled by a receiver, trustee, or other 28 court-appointed fiduciary, by the receiver, trustee, or other fiduciary. 29 Sec. 10.50.680. EFFECT OF CANCELLATION OF REGISTRATION. The 30 cancellation of a registration under this chapter does not terminate the authority of the 31 department to accept service of process on the foreign limited liability company with
01 respect to causes of action arising out of the company's conduct of affairs in this state. 02 Sec. 10.50.685. CONDUCTING AFFAIRS WITHOUT REGISTRATION. (a) 03 A foreign limited liability company conducting affairs in this state may not maintain 04 an action or other proceeding in a court of this state until it has registered in this state. 05 (b) The failure of a foreign limited liability company to register in this state 06 does not 07 (1) impair the validity of a contract or act of the company; 08 (2) affect the right of another party to a contract of the company to 09 maintain an action or proceeding on the contract; or 10 (3) prevent the company from defending an action or other proceeding 11 in a court of this state. 12 Sec. 10.50.690. APPOINTMENT OF DEPARTMENT FOR SERVICE OF 13 PROCESS. A foreign limited liability company that conducts affairs in this state 14 without registration appoints the department as its agent for service of process with 15 respect to a cause of action arising out of conducting affairs in this state. 16 Sec. 10.50.695. LIABILITY FOR FEES AND PENALTIES. (a) A foreign 17 limited liability company that conducts affairs in this state without registration is liable 18 to the department for the following fees and penalties for the full or partial years when 19 it conducts affairs in this state without registration: 20 (1) the fees that would have been imposed by this chapter on the 21 company if the company had been registered under this chapter; or 22 (2) the penalties imposed by this chapter. 23 (b) The attorney general may bring an action in court or other proceedings to 24 recover the amounts due this state under AS 10.50.705 or this section or to enjoin a 25 foreign limited liability company under (a) of this section. 26 Sec. 10.50.705. CIVIL PENALTY. (a) A foreign limited liability company 27 that conducts affairs in this state without registration is subject to a civil penalty 28 payable to the state not to exceed $1,000 for each year, including a partial year, the 29 company conducts affairs in this state without being registered under this chapter. 30 (b) The civil penalty imposed in (a) of this section may be recovered in an 31 action brought in the superior court by the attorney general.
01 Sec. 10.50.710. INJUNCTIVE RELIEF. (a) Upon application to the court, 02 if a court finds that a foreign limited liability company has conducted affairs in this 03 state in violation of this chapter, the court may issue, in addition to imposing a civil 04 penalty, an injunction restraining the company from conducting further affairs in this 05 state and from further exercising the company's rights and privileges in this state. 06 (b) An injunction issued under (a) of this section may continue until the civil 07 penalties, interest, and court costs assessed by the court have been paid and until the 08 foreign limited liability company otherwise complies with this chapter. 09 Sec. 10.50.715. NONLIABILITY OF MEMBER OR MANAGER. A member 10 or manager of a foreign limited liability company is not liable for the debts and 11 obligations of the company solely because the company conducts affairs in this state 12 without registration. 13 Sec. 10.50.720. TRANSACTIONS NOT CONSTITUTING CONDUCTING 14 AFFAIRS. (a) The activities of a foreign limited liability company that are not 15 considered to be conducting affairs in this state for the purposes of AS 10.50.600 - 16 10.50.720 include 17 (1) maintaining, defending, or settling a court action or other 18 proceeding; 19 (2) holding meetings of members or managers or conducting other 20 activities concerning internal affairs; 21 (3) maintaining bank accounts; 22 (4) maintaining offices or agencies for the transfer, exchange, or 23 registration of a foreign limited liability company's own securities or interests or 24 maintaining trustees or depositories related to the securities or interests; 25 (5) selling through independent contractors; 26 (6) soliciting or obtaining orders, whether by mail or through 27 employees, agents, or other methods, if the orders require acceptance outside this state 28 before the orders become contracts; 29 (7) creating or acquiring indebtedness, mortgages, and security interests 30 in real or personal property; 31 (8) securing or collecting debts or enforcing mortgages and security
01 interests in property securing the debts of the company; 02 (9) owning real or personal property; 03 (10) conducting an isolated transaction that is completed within 30 days 04 and that is not part of a course of repeated transactions of a similar nature; or 05 (11) conducting affairs in interstate commerce. 06 (b) A foreign limited liability company is not considered to be conducting 07 affairs solely because it 08 (1) owns a controlling interest in a corporation that is conducting 09 affairs; 10 (2) is a limited partner of a limited partnership that is conducting 11 affairs; or 12 (3) is a member or manager of a limited liability company or foreign 13 limited liability company that is conducting affairs. 14 (c) This section does not apply when determining the contracts or activities 15 that may subject a foreign limited liability company to service of process or taxation 16 in this state or to regulation under another law of this state. 17 ARTICLE 14. SUITS BY AND AGAINST LIMITED 18 LIABILITY COMPANIES. 19 Sec. 10.50.730. USE OF COMPANY NAME IN COURT ACTIONS. When 20 a court action is brought by or against a limited liability company, the court action 21 may be brought by or against the company in the name of the company. 22 Sec. 10.50.735. AUTHORITY TO SUE ON BEHALF OF COMPANY. (a) 23 Unless otherwise provided in an operating agreement of the company, a person may 24 not bring a court action on behalf of a limited liability company in the name of the 25 company unless the person is authorized under (b) or (c) or this section to bring the 26 action. 27 (b) Whether or not an operating agreement names a manager for the company, 28 a member of a limited liability company may bring a court action on behalf of the 29 company in the name of the company if the member is authorized to bring the action 30 by more than one-half of all of the members of the company who are eligible to 31 consent to the authorization, unless all of the members are required under
01 AS 10.50.145(c) for the authorization. When determining whether all members 02 consent under AS 10.50.145, the total number of all members does not include a 03 member who has an interest in the outcome of the action that is adverse to the interest 04 of the company and the member with the adverse interest is excluded from determining 05 the authorization. 06 (c) A manager of a limited liability company may bring a court action on 07 behalf of the company in the name of the company if the manager is authorized to 08 bring the action by the consent required under AS 10.50.145 of the members eligible 09 to consent to the authorization. When determining the number of managers required 10 to consent under AS 10.50.145, the number does not include a manager who has an 11 interest in the outcome of the action that is adverse to the interest of the company and 12 the manager with the adverse interest is excluded from determining the authorization. 13 Sec. 10.50.740. EFFECT OF LACK OF AUTHORITY TO SUE. The lack of 14 authority of a member or manager of a limited liability company to bring a court 15 action on behalf of a limited liability company may not be asserted by the company 16 as a defense to the action or basis for bringing a subsequent action on the same cause 17 of action. 18 ARTICLE 15. MISCELLANEOUS PROVISIONS. 19 Sec. 10.50.800. LIABILITY OF MANAGERS AND MEMBERS. Unless 20 otherwise provided in an operating agreement of the company, a member or manager 21 of a limited liability company is not liable to the company or to the members of the 22 company for damages or other relief for an act or a failure to act on behalf of the 23 company unless the act or failure to act amounts to gross negligence or wilful 24 misconduct. 25 Sec. 10.50.805. INDEMNIFICATION OF MEMBERS AND MANAGERS. 26 An operating agreement of a limited liability company may authorize the company to 27 indemnify a person who is a member or manager of the company for judgments, 28 settlements, penalties, fines, or expenses incurred by the person in a proceeding if the 29 person is made a party to the proceeding because of the person's status as a member 30 or manager of the company. 31 Sec. 10.50.810. MEMBERS AS PARTIES TO ACTIONS. A member of a
01 limited liability company is not a proper party to a proceeding by or against the 02 company solely because the member is a member of the company, unless otherwise 03 provided in an operating agreement of the company or unless the object of the 04 proceeding is to enforce the member's right against or liability to the company. 05 Sec. 10.50.820. COMPANY CERTIFICATES. An operating agreement of a 06 limited liability company may authorize the company to issue a certificate as evidence 07 of a limited liability company interest. An operating agreement may also authorize 08 and provide for the assignment or transfer of the interest represented by the certificate. 09 Sec. 10.50.830. SUBMISSION OF DOCUMENTS TO DEPARTMENT. 10 When a document is required or allowed to be delivered to the department under this 11 chapter, the person delivering the document shall deliver to the department the required 12 fee and the original signed copy and a duplicate copy, which may be signed, 13 photocopied, or conformed, of the document. 14 Sec. 10.50.840. FILING OF DOCUMENTS BY DEPARTMENT. (a) If the 15 department determines that a document filed under this chapter conforms to the filing 16 requirements of this chapter, the department shall 17 (1) mark on the original signed copy and on the duplicate copy the 18 word "filed" and the date and time of the document's acceptance for filing; 19 (2) retain the original signed copy in the department's files; and 20 (3) return the duplicate copy to the person who filed the document or 21 to the person's representative. 22 (b) Except as otherwise provided in this chapter, if the department is unable 23 to determine that a document conforms to the filing requirements of this chapter when 24 the document is delivered to the department for filing, the department shall file the 25 document and the document is considered to have been filed at the time of delivery 26 if the department subsequently determines that the document 27 (1) as delivered conforms to the filing requirements of this chapter; or 28 (2) has been brought into conformity with the filing requirements of 29 this chapter within 20 days after the department notifies the person who filed the 30 document, or the person's representative. 31 (c) The department may not file a document if the requirements of this section
01 are not met. 02 Sec. 10.50.850. EXECUTION OF DOCUMENTS. (a) Unless otherwise 03 provided in this chapter, a document required by this chapter to be filed with the 04 department by or for a limited liability company shall be signed by 05 (1) a manager of the company if an operating agreement of the 06 company names a manager for the company; 07 (2) a member of the company if an operating agreement does not name 08 a manager for the company; 09 (3) a person organizing the company if the company is not organized; 10 (4) the fiduciary if the company is controlled by a receiver, trustee, or 11 other court-appointed fiduciary. 12 (b) A person signing a document filed with the department under this chapter 13 shall state beneath or opposite the signature the person's name and the capacity in 14 which the person signs. 15 (c) A person signing a document filed with the department under this chapter 16 may sign as an attorney-in-fact, but is not required to provide or file with the 17 department a document authorizing the person to act as attorney-in-fact for the signing 18 of a document. 19 Sec. 10.50.855. EXECUTION BY JUDICIAL ACT. A person who is 20 adversely affected by the failure or refusal of a person to sign articles or other 21 documents to be filed under this chapter, to file with the department articles or other 22 documents to be filed with the department under this chapter, or to file articles or other 23 documents may petition the superior court in the judicial district where the registered 24 office of the limited liability company or foreign limited liability company is located 25 to direct the signing or filing of the articles or other documents. If the court finds that 26 it is proper for the articles or other documents to be signed or filed and that there has 27 been failure or refusal to sign or file the documents, the court shall order the 28 department to file the appropriate articles or other documents. 29 Sec. 10.50.860. FILING AND OTHER FEES. The department shall charge 30 fees established by the department by regulation adopted under AS 44.62 31 (Administrative Procedure Act) for
01 (1) filing the original articles of organization; 02 (2) filing articles of amendment; 03 (3) filing articles of merger or consolidation; 04 (4) filing articles of dissolution; 05 (5) issuing a document not otherwise covered by this section; 06 (6) furnishing a copy of a document; 07 (7) accepting an application for reservation of a name, or filing a notice 08 of the transfer or cancellation of a name reservation; 09 (8) filing a statement of change of address for a registered office or 10 registered agent; 11 (9) accepting service of a notice, demand, or process upon the 12 department; 13 (10) filing the application for registration of a foreign limited liability 14 company; or 15 (11) filing another document allowed or required under this chapter. 16 Sec. 10.50.870. MAINTENANCE OF RECORDS. Unless otherwise provided 17 in writing in an operating agreement, a limited liability company shall keep at its 18 principal place of business 19 (1) current and past lists that state in alphabetical order the full name 20 and last known mailing address of every member and manager of the company; 21 (2) a copy of the company's articles of organization and amendments 22 to the articles, including a signed copy of a power of attorney used by a person who 23 signed articles of amendment for the company; 24 (3) a copy of the company's federal, state, and local income tax returns 25 and financial statements, if any, for the three most recent years or, if the returns and 26 statements are not prepared, a copy of the information and statements provided to, or 27 that should have been provided to, the members to enable the members to prepare their 28 federal, state, and local tax returns for the three-year period; 29 (4) a copy of any effective written operating agreement of the company, 30 amendments to the agreement, and former written operating agreements; 31 (5) unless contained in writing in an operating agreement,
01 (A) a document stating the amount of cash contributed by a 02 member of the company, the agreed value of other property or services 03 contributed by a member, and when a member is to make additional 04 contributions; 05 (B) a document stating the events, if any, that cause the 06 company to be dissolved and its affairs wound up; and 07 (C) other documents that an operating agreement requires the 08 company to prepare. 09 Sec. 10.50.875. INSPECTION OF RECORDS. If a member of a limited 10 liability company makes a reasonable request to inspect or copy the records of the 11 company, the member may, at the member's own expense, inspect and copy the 12 records during ordinary business hours. 13 Sec. 10.50.880. DISCLOSURE OF INFORMATION. The members of a 14 limited liability company, if an operating agreement of the company names a manager 15 for the company, or the manager of the company shall provide, to the extent just and 16 reasonable under the circumstances, true and full information of all matters that affect 17 the members of a company to a member or to the legal representative of a deceased 18 member or a member under a legal disability. 19 Sec. 10.50.890. FAILURE TO MAINTAIN RECORDS OR INFORMATION. 20 The failure of a limited liability company to maintain a record or information required 21 to be maintained under this chapter does not make a member or manager liable for the 22 debts or other obligations of the company. 23 ARTICLE 16. GENERAL PROVISIONS. 24 Sec. 10.50.900. REGULATIONS. In addition to the regulations the 25 department is required to adopt under this chapter, the department may adopt other 26 regulations under AS 44.62 (Administrative Procedure Act) to implement this chapter. 27 Sec. 10.50.910. INTERSTATE APPLICATION. A limited liability company 28 that is organized and existing under this chapter may conduct its affairs and exercise 29 the powers granted by this chapter in another jurisdiction, subject to the laws of that 30 jurisdiction. 31 Sec. 10.50.920. RULES OF CONSTRUCTION. (a) It is the policy of this
01 chapter to give maximum effect to the principle of freedom of contract and to the 02 enforceability of operating agreements. 03 (b) The rule that statutes in derogation of the common law are to be strictly 04 construed does not apply to this chapter. 05 Sec. 10.50.990. DEFINITIONS. In this chapter, unless the context indicates 06 otherwise, 07 (1) "articles of organization" means the articles of organization filed 08 under AS 10.50.075 and the articles as amended or restated; 09 (2) "corporation" means a corporation organized under the laws of this 10 or another state, or of this or another country; 11 (3) "department" means the Department of Commerce and Economic 12 Development; 13 (4) "entity" means a limited liability company, a foreign limited 14 liability company, or a corporation; 15 (5) "foreign limited liability company" means an organization that is 16 (A) not incorporated; 17 (B) organized under the law of a state other than this state, or 18 under the law of a foreign country; 19 (C) organized under a statute that affords to each of its 20 members limited liability regarding the liabilities of the organization; and 21 (D) not required to be registered under a statute of this state 22 other than this chapter; 23 (6) "interim distribution" means a distribution of the assets of a limited 24 liability company to the company's members, except as provided under AS 10.50.320 25 and 10.50.425; 26 (7) "know" means to have actual knowledge or to know other facts that 27 demonstrate bad faith in the circumstances; this definition applies also to the 28 derivatives of "know," including "known," "unknown," and "knowledge"; 29 (8) "limited liability company" or "domestic limited liability company" 30 means an organization organized under this chapter; 31 (9) "limited liability company interest" means an interest in a limited
01 liability company issued under AS 10.50.275; 02 (10) "limited partnership" means a limited partnership organized under 03 AS 32.11 or under the law of another state or a foreign country; 04 (11) "manager" means a person named in an operating agreement of 05 a limited liability company to manage the company; 06 (12) "member" means a person who has been admitted to membership 07 in a limited liability company under AS 10.50.155 - 10.50.160 and whose membership 08 has not terminated under AS 10.50.180 - 10.50.185 or 10.50.205 - 10.50.225; 09 (13) "operating agreement" means a written or oral agreement among 10 all of the members of a limited liability company about conducting the affairs of the 11 company; 12 (14) "property" includes cash; 13 (15) "state" means a state, territory, or possession of the United States, 14 and includes the District of Columbia and the Commonwealth of Puerto Rico. 15 * Sec. 2. AS 10.06.105(c) is amended to read: 16 (c) A person may not adopt a name that contains the word "corporation", 17 "incorporated", or "limited", or an abbreviation of one of these words, unless the 18 person has been issued a certificate of incorporation, or, in the case of a foreign 19 corporation, a certificate of authority, by the commissioner. This subsection does not 20 prohibit a limited liability company or a limited partnership from using the word 21 "limited" or an abbreviation of "limited" in its name. 22 * Sec. 3. AMENDMENT OF COURT RULES. AS 10.50.810, enacted by sec. 1 of this 23 Act, amends 24 (1) Alaska Rule of Civil Procedure 20 because it effectively prohibits the 25 joinder of limited liability company members as parties in certain civil actions; and 26 (2) Alaska Rule of Civil Procedure 24 because it effectively prohibits the 27 intervention of limited liability company members as parties in certain civil actions. 28 * Sec. 4. This Act takes effect January 1, 1995.