Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
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…
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…