Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.50.010 Authorized purposes.
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A limited liability company may be organized under this chapter for any lawful purpose, including the rendering of a professional service.
AS 10.50.015 Compliance with other laws.
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If an activity of a limited liability company or the purpose for which a limited liability company is organized is subject to another provision of law, the company shall also comply with the other provision of law.
AS 10.50.020 Limited liability company name.
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(a) The name of a limited liability company stated in the company's articles of organization must contain the words “limited liability company” or the abbreviation “L.L.C.,” or “LLC”. The word “limited” may be abbreviated as “Ltd.,” and the word “company” may be abbreviated as “C…
AS 10.50.025 Distinguishable name.
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The name of a limited liability company must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. The department may adopt regulations to implement this section. In this section, “organized entity”…
AS 10.50.030 Right to reserve name.
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The exclusive right to use a name may be reserved by a (1) person intending to organize a limited liability company and to adopt the name; (2) person intending to organize a foreign limited liability company and to register under this chapter; (3) limited liability company, or a …
AS 10.50.035 Application to reserve company name.
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Reservation of a name under AS 10.50.030 is made by filing an application with the department. If the department finds that the name is available for use by a limited liability company and is distinguishable on the records of the department under AS 10.50.025, the department shal…
AS 10.50.038 Transfer of reserved name.
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The holder of a name reserved under AS 10.50.030 may transfer the right to the exclusive use of the name to another person by filing a notice of transfer with the department, signed by the holder of the name, and specifying the name and address of the transferee.
AS 10.50.040 Registration of company name.
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A limited liability company or a foreign limited liability company may register its name if the name is distinguishable on the records of the department under AS 10.50.025.
AS 10.50.043 Exclusive right to use of name; use of nondistinguishable name.
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Organization or registration under this chapter, or registration of a name under this chapter, gives the person who has organized or registered under this chapter, or registered a name under this chapter, exclusive right to the use of the name. The person may enjoin the use of a …
AS 10.50.048 Procedure for registration of company name.
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Registration of a name under AS 10.50.040 is made by filing with the department (1) a signed application for registration setting out the name of the company, the state or territory under the laws of which it is organized, the date of organization, a statement that it is conducti…
AS 10.50.050 Duration of name registration.
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The registration of a name under AS 10.50.040 is effective until the close of the calendar year in which the application for registration is filed.
AS 10.50.053 Renewal of name registration.
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(a) The registration of a name under AS 10.50.040 may be renewed each year by (1) filing an application for renewal setting out the facts required in an original application for registration; (2) filing proof of organization required for an original registration; and (3) paying a…
AS 10.50.055 Registered office and registered agent.
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A limited liability company shall continuously maintain in this state a registered agent and a registered office. The registered office may be the same as the office of the company. The registered agent may be either an individual resident of this state whose business office is t…
AS 10.50.060 Change of registered office or agent by company.
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(a) A limited liability company may change its registered office, agent, or both, by filing with the department a signed statement that includes (1) the name of the company; (2) the address of its registered office; (3) the address of its new registered office if the registered o…
AS 10.50.063 Registered agent's change of office location or resignation.
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(a) A registered agent of a limited liability company may change the location of the agent's office from one address to another in this state. The agent may change the registered office for each company for which the person is acting as registered agent by filing in the departmen…
AS 10.50.065 Service on company.
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Article 3. Organization and Operating Agreement. (a) The registered agent of a limited liability company is an agent upon whom process, notice, or demand required or permitted by law to be served upon the company may be served. (b) If a limited liability company fails to appoint …
AS 10.50.070 Organizers.
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One or more persons may organize a limited liability company by signing articles of organization and delivering the signed articles to the department for filing. A person who organizes a limited liability company may be a person who is not a member of the company when the company…
AS 10.50.075 Contents of articles of organization.
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The articles of organization of a limited liability company must state (1) the name of the company; (2) the purpose for which the company is organized, which may be stated to be, or to include, the conduct of any or all lawful affairs for which a limited liability company may be …
AS 10.50.078 Disclosure of company activities.
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The organizers delivering articles of organization under AS 10.50.070 shall deliver with the articles a separate statement of the codes from the identification codes established under AS 10.06.870 that most closely describe the activities in which the company will initially engag…
AS 10.50.080 Effective date of organization.
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A limited liability company is organized when the articles of organization for the company that conform to the filing requirements of this chapter are delivered to the department for filing under AS 10.50.820.
AS 10.50.085 Election of duration. [Repealed, § 23 ch 78 SLA 1997.]
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[Repealed or reserved.]
AS 10.50.090 Conclusive evidence of compliance.
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A copy of the articles of organization that is stamped “filed” and marked with the filing date is conclusive evidence that the organizers of the limited liability company have complied with all conditions precedent required to be performed by the organizers and that the company h…
AS 10.50.095 Operating agreement.
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Article 4. Amendment and Restatement of Articles. The members of a limited liability company may adopt an operating agreement for the company and may amend and repeal the agreement. The articles of organization may restrict or eliminate the power of the members to adopt, amend, o…
AS 10.50.100 Amendment of articles.
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(a) A limited liability company may amend its articles of organization in any respect if the articles as amended contain only the provisions that are required or permitted by this chapter to be included in the original articles of organization at the time of the amendment. (b) A …
AS 10.50.105 Restatement of articles.
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Article 5. Management. A limited liability company may restate its articles of organization at any time. The company shall file its restated articles with the department. The restated articles of organization must be specifically designated as restated articles in the title to th…
AS 10.50.110 Management generally.
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(a) Except as otherwise provided in the company's articles of organization, the members of a limited liability company manage the affairs and make the decisions of the company. Management by the members is subject to a provision in an operating agreement or this chapter limiting …
AS 10.50.115 Appointment, removal, and replacement of managers.
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Except as otherwise provided in an operating agreement of a limited liability company, a manager of the company may not be appointed, removed, or replaced, unless more than one-half of all of the members of the company authorize the appointment, removal, or replacement.
AS 10.50.120 Eligibility and number of managers.
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Unless otherwise provided in an operating agreement of the company, a manager of a limited liability company may be a person who is not an individual or a member of the company. A company may have more than one manager.
AS 10.50.125 Tenure of manager.
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(a) Unless otherwise provided in an operating agreement of the company, a manager of a limited liability company holds office until the manager's successor is elected and qualified, unless the manager resigns or is removed earlier. (b) A manager may not resign as manager of a lim…
AS 10.50.130 Limitation of member fiduciary duty.
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Unless otherwise provided in an operating agreement of the company, if a person is a member of a limited liability company that is managed by a manager and if the person is not a manager, the person does not have the fiduciary duty of a manager to the company or to the other memb…
AS 10.50.135 Duty of care.
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(a) A person who is a manager or a managing member of a limited liability company shall perform the duties of management in good faith, in a manner the person reasonably believes to be in the best interests of the company, and with the care, including reasonable inquiry, that an …
AS 10.50.140 Conflicts of interest.
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(a) A contract or other transaction between a limited liability company and a manager or managing member of a limited liability company, or between a limited liability company and a limited liability company, foreign limited liability company, corporation, firm, or association in…
AS 10.50.145 Loans to managers, managing members, and employees.
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(a) A loan may not be extended by a limited liability company to an employee without authorization by the company's managers or managing members. A loan may not be extended to a manager or a managing member of a limited liability company without the approval of two-thirds of the …
AS 10.50.148 Indemnification of managers, managing members, employees, and agents; insurance.
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(a) A limited liability company may indemnify a person who was, is, or is threatened to be made a party to a completed, pending, or threatened action or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the company, …
AS 10.50.150 Authorization of company affairs.
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Article 6. Membership. (a) Unless otherwise provided in an operating agreement of the company, the company's articles of organization, or by this chapter, if the company is not managed by a manager, the consent of more than one-half of all of the members of a limited liability co…
AS 10.50.155 Membership requirements.
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(a) A person may become a member in a limited liability company if the person acquires a limited liability company interest (1) directly from the limited liability company (A) in compliance with an operating agreement of the company; or (B) with the written consent of all of the …
AS 10.50.160 Effective date of admission.
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The effective date of the admission of a member to a limited liability company is the later of the date (1) when the company is organized; (2) established in an operating agreement of the company; or (3) when the person's admission is reflected in the records of the company if an…
AS 10.50.165 Authorization for assignee to become member.
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(a) Unless otherwise provided in an operating agreement of the company, an assignee of a limited liability company interest may not become a member unless all other members consent. (b) An operating agreement of the company may specify the manner for evidencing the consent requir…
AS 10.50.170 Rights, powers, and liabilities of assignee who becomes a member.
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(a) An assignee who becomes a member has, to the extent assigned, the rights and powers of a member under the articles of organization, an operating agreement, and this chapter, and is subject to the restrictions and liabilities of a member under the articles of organization, an …
AS 10.50.180 Rights of assignor when assignee becomes a member.
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Unless otherwise provided in an operating agreement of the company, when an assignee of a member's limited liability company interest becomes a member of the company with respect to the assignor's entire interest, the assignor ceases to be a member or to have the power to exercis…
AS 10.50.185 Resignation of member.
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(a) A member may not resign from a limited liability company except at the time or upon the happening of events specified in the operating agreement of the company and in accordance with the operating agreement of the company. (b) Notwithstanding anything to the contrary under ap…
AS 10.50.190 Withdrawal before end of term or undertaking. [Repealed, § 23 ch 78 SLA 1997.]
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[Repealed or reserved.]
AS 10.50.195 Remedies for wrongful withdrawal. [Repealed, § 23 ch 78 SLA 1997.]
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[Repealed or reserved.]
AS 10.50.205 Removal of member.
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(a) A person's membership in a limited liability company may not be terminated by removal except as provided by (b) or (c) of this section. (b) Except as provided in (c) of this section, a person's membership in a limited liability company terminates if the person assigns all of …
AS 10.50.210 Effect of death or incompetency on membership.
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Unless otherwise provided in an operating agreement or by the written consent of all of the members at the time, the membership of a member of a limited liability company who is an individual terminates if the member dies, or if a court of competent jurisdiction enters an order a…
AS 10.50.215 Termination of membership held by trust, trustee, or estate.
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(a) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, the limited liability company membership held by a trust or trustee terminates when the trust terminates. In this subsection, “termin…
AS 10.50.220 Termination on dissolution of member.
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(a) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, a limited liability company membership of a member that is a separate limited liability company terminates when the member dissolves …
AS 10.50.225 Other events terminating membership.
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(a) Unless otherwise provided in writing in an operating agreement of the company or authorized by the written consent of all of the members of the company at the time, a person's membership in a limited liability company terminates when the person (1) makes an assignment for the…
AS 10.50.240 Effect of election. [Repealed, § 23 ch 78 SLA 1997.]
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Article 7. Relationship to Third Parties.
AS 10.50.250 Agency power of members and managers.
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(a) Except as provided in (b) and (c) of this section, a member of a limited liability company is an agent of the company for the purpose of conducting the company's affairs. A member's act, including the execution of an instrument in the name of the company, that appears to be p…