Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.50.255 Admissions and representations by members and managers.
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(a) Except as provided in (b) of this section, an admission or representation made by a member of a limited liability company about the affairs of the company is evidence against the company if the admission or representation is within the scope of the member's authority under th…
AS 10.50.260 Limited liability company charged with knowledge of or notice to member or manager.
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(a) Except as provided in (b) and (c) of this section, and except for a fraud on the company committed by or with the consent of the member who has the knowledge or receives the notice, the following operate as notice to or knowledge of a limited liability company: (1) notice giv…
AS 10.50.265 Liability of members to third parties.
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Article 8. Contributions. A person who is a member of a limited liability company or a foreign limited liability company is not liable, solely by reason of being a member, under a judgment, decree, or order of a court, or in another manner, for a liability of the company to a thi…
AS 10.50.275 Consideration for company interests.
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An interest in a limited liability company may be issued for property or services rendered. A member who has contributed property or services rendered may also contribute a promissory note or other obligation to contribute property or services.
AS 10.50.280 Liability for contributions.
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(a) Notwithstanding AS 09.25.010 — 09.25.020, a promise by a member of a limited liability company to contribute property or services to the company is not enforceable unless the promise is stated in a writing signed by the member. (b) Unless otherwise provided in an operating ag…
AS 10.50.285 Compromise of contribution obligation.
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Article 9. Distributions. Unless otherwise provided in an operating agreement of the company, the obligation of a member to make a contribution to a limited liability company may not be compromised, unless all of the other members consent to the compromise.
AS 10.50.290 Repayment of contribution and sharing of profits and other assets.
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Subject to AS 10.50.305 — 10.50.320, and unless otherwise provided in an operating agreement of the company, a member of a limited liability company shall be repaid the member's contribution to capital and shares equally in the profits and other assets of the company remaining af…
AS 10.50.295 Interim distributions under operating agreement.
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Subject to AS 10.50.305 — 10.50.320, if a limited liability company makes an interim distribution of its assets to its members, the company shall make the distribution to the members in the manner provided in an operating agreement of the company. The operating agreement of the c…
AS 10.50.300 Interim distributions without operating agreement.
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Subject to AS 10.50.305 — 10.50.320, if an operating agreement of the company does not provide for the interim distribution of the assets of the company, when a limited liability company makes an interim distribution of its assets, the interim distributions to each member of the …
AS 10.50.305 Restrictions on distributions.
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(a) A distribution may not be made by a limited liability company if, after giving effect to the distribution, (1) the company would not be able to pay its debts as they become due in the usual course of conducting its affairs; or (2) the limited liability company's assets would …
AS 10.50.315 Additional restrictions in articles or agreement.
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Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a company's own limited liability company interests by provision in the articles of organization or operating agreement of the limited liability company or in another agreement entered in…
AS 10.50.320 Liability of members receiving prohibited distributions; suit against members.
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(a) A member of a limited liability company who receives a distribution prohibited by this chapter with knowledge of facts indicating the impropriety of the distribution is liable to the company for the benefit of all of the creditors or members entitled to institute an action un…
AS 10.50.330 Time for interim distributions.
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A member of a limited liability company is entitled to receive interim distributions under AS 10.50.295 — 10.50.300 at the times or upon the happening of the events specified in an operating agreement of the company, or at the times determined by the members or managers under AS …
AS 10.50.335 Distributions when a person ceases to be a member. [Repealed, § 23 ch 78 SLA 1997.]
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[Repealed or reserved.]
AS 10.50.340 Distribution in kind.
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(a) Unless otherwise provided in an operating agreement of the company, a member, regardless of the nature of the member's contribution, may not demand and receive a distribution from a limited liability company in a form other than cash. (b) Unless otherwise provided in an opera…
AS 10.50.345 Right to distribution.
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When a member of a limited liability company is entitled to receive a distribution from the company, the member is a creditor of the company with respect to the distribution, and is entitled to all remedies available to a creditor of the company.
AS 10.50.348 Inapplicability to winding up and dissolution.
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Article 10. Ownership and Transfer of Property; Creditors. AS 10.50.290 — 10.50.340 do not apply in a proceeding for winding up and dissolution of a limited liability company.
AS 10.50.350 Ownership of company property.
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(a) Property transferred to or otherwise acquired by a limited liability company is the property of the company and is not the property of the members individually. (b) A limited liability company shall acquire, hold, and convey property, including real property, in the name of t…
AS 10.50.355 Transfer of property.
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(a) Except as provided in (b) of this section, a limited liability company may transfer the property of the company if the company uses an instrument of transfer signed by a member of the company in the name of the company. (b) If the company is managed by a manager, (1) title to…
AS 10.50.360 Recovery of property.
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A limited liability company may recover property transferred under AS 10.50.355 if the company proves that the execution of the instrument of transfer did not bind the company under AS 10.50.250, unless the property has been transferred by the initial transferee, or by a person c…
AS 10.50.370 Nature of interest in company.
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A limited liability company interest is personal property.
AS 10.50.375 Assignment of interest in company.
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(a) A person may assign a limited liability company interest in whole or in part. (b) The assignment of a limited liability company interest entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor is entitled. (c) The assignment of a…
AS 10.50.380 Rights of judgment creditors.
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(a) If a judgment creditor of a limited liability company member applies to a court of competent jurisdiction, the court may charge the member's limited liability company interest for payment of the unsatisfied amount of the judgment. (b) To the extent a limited liability company…
AS 10.50.385 Rights of estate or legal representative of deceased or incompetent member.
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If a member who is an individual dies or if a court of competent jurisdiction determines the member to be incompetent to manage the member's person or property, the member's executor, administrator, guardian, conservator, or other legal representative has the rights of an assigne…
AS 10.50.390 Rights of dissolved or terminated entity.
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Article 11. Dissolution. If a member who is not an individual terminates or is dissolved, the member's legal representative or successor has the rights of an assignee of the member's interest.
AS 10.50.400 Dissolution.
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A limited liability company is dissolved and its affairs shall be wound up when the first of the following occurs: (1) at the time or on the happening of events specified for dissolution in an operating agreement of the company; (2) all of the members of the company consent in wr…
AS 10.50.405 Dissolution by court.
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On application by or for a member of a limited liability company, the superior court may order the company dissolved if the court determines that it is impossible for the company to carry on the purposes of the company.
AS 10.50.408 Involuntary dissolution by commissioner.
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(a) A limited liability company may be dissolved involuntarily by the commissioner if (1) the company is delinquent six months in filing its biennial report or in paying a fee or a penalty; (2) the company has failed for 30 days to appoint and maintain a registered agent in the s…
AS 10.50.410 Authority to wind up.
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Unless otherwise provided in an operating agreement, the affairs of a limited liability company may be wound up by the (1) members or managers who have authority under AS 10.50.110 to manage the company before dissolution; or (2) superior court on the application of a member of t…
AS 10.50.415 Acts of winding up.
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Unless otherwise provided in an operating agreement of the company, a person winding up the affairs of a limited liability company may, in the name of, and for and on behalf of, the company, (1) prosecute and defend court actions; (2) settle and close the affairs of the company; …
AS 10.50.420 Agency power of manager or member after dissolution.
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(a) Except as provided in (b) — (d) of this section, after dissolution of a limited liability company, a member having authority to wind up the company's affairs can bind the company by an act that (1) is appropriate for winding up the company's affairs or completing transactions…
AS 10.50.425 Distribution of assets.
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Upon the winding up of a limited liability company, the assets of the company shall be distributed in the following manner and order of priority: (1) payment, or adequate provision for payment, to creditors, including, to the extent permitted by law, members who are creditors and…
AS 10.50.430 Articles of dissolution.
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After the dissolution of a limited liability company under AS 10.50.400, the limited liability company may file articles of dissolution with the department. The articles must state (1) the name of the company; (2) the date of filing of the company's articles of organization and o…
AS 10.50.435 Known claims against dissolved limited liability company.
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(a) Upon dissolution, a limited liability company may dispose of the known claims against it by filing articles of dissolution under AS 10.50.430 and following the procedures described in this section. (b) A dissolved limited liability company shall notify its known claimants in …
AS 10.50.440 Unknown claims against dissolved limited liability company.
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Article 12. Merger, Consolidation, and Conversion. (a) If a limited liability company publishes a newspaper notice in accordance with (b) of this section and files articles of dissolution under AS 10.50.430, the following claims are barred unless the claimant commences a proceedi…
AS 10.50.500 Authority for merger or consolidation.
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Unless otherwise provided in an operating agreement of the company, and subject to the law applicable to the other limited liability company, a limited liability company may merge or consolidate with or into a limited liability company or a foreign limited liability company.
AS 10.50.505 Exchange and conversion of rights and interests. [Repealed, § 29 ch 60 SLA 2013.]
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[Repealed or reserved.]
AS 10.50.510 Approval or abandonment of merger or consolidation.
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(a) Unless otherwise provided in an operating agreement of the company, a limited liability company may not approve a proposed merger or consolidation unless the merger or consolidation is approved by all of the members of the company. (b) A foreign limited liability company that…
AS 10.50.515 Filing of articles of merger or consolidation.
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The limited liability company that survives or results from a merger or consolidation under this chapter shall file with the department articles of merger or consolidation signed by each limited liability company that is a party to the merger or consolidation.
AS 10.50.520 Contents of articles of merger or consolidation.
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The articles of merger or consolidation required by AS 10.50.515 must state (1) the name of each limited liability company that is a party to the merger or consolidation; (2) the jurisdiction where each limited liability company that is a party to the merger or consolidation was …
AS 10.50.525 Execution of articles of merger or consolidation.
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Articles of merger or consolidation shall be signed by a limited liability company that is a party to the merger or consolidation.
AS 10.50.530 Equivalent to articles of dissolution.
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Articles of merger or consolidation constitute articles of dissolution for a limited liability company that is not the surviving or resulting limited liability company in the merger or consolidation.
AS 10.50.535 Effective date of merger or consolidation.
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A merger or consolidation under AS 10.50.500 — 10.50.565 takes effect upon the later of the effective date of the filing of the articles of merger or consolidation or an effective date stated in the articles of merger or consolidation.
AS 10.50.540 Use of merger or consolidation agreement to amend or adopt operating agreement.
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(a) An agreement of merger or consolidation approved under AS 10.50.510 may amend an operating agreement of a limited liability company or adopt a new operating agreement for the company if the company is the surviving or resulting limited liability company in the merger or conso…
AS 10.50.545 General effects of merger or consolidation.
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(a) When a merger or consolidation becomes effective, the limited liability companies that are parties to a merger or consolidation agreement become a single limited liability company that, in the case of a merger, is the limited liability company named in the plan of merger as t…
AS 10.50.550 Effect of merger or consolidation on property of companies.
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The real and personal property, the debts due, including promises to make capital contributions, other choses in action, and the other interests of the limited liability companies that are parties to a merger or consolidation belong to the surviving or resulting limited liability…
AS 10.50.555 Effect of merger or consolidation on liabilities and proceedings.
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(a) The surviving or resulting limited liability company in a merger or consolidation is liable for the liabilities of the limited liability companies that are parties to the merger or consolidation. (b) A claim, action, or other proceeding that exists at the time of the merger o…
AS 10.50.560 Rights of creditors and liens.
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The rights of creditors and liens on the property of a limited liability company that is a party to a merger or consolidation are not impaired by the merger or consolidation.
AS 10.50.565 Conversion or exchange of interests at merger or consolidation.
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(a) Upon a merger or consolidation, the limited liability company interests that are to be converted or exchanged into interests, cash, obligations, or other property under the terms of a merger or consolidation agreement are converted as provided by the merger or consolidation a…
AS 10.50.570 Conversion to limited liability company. [Repealed, § 29 ch 60 SLA 2013.]
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[Repealed or reserved.]