Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
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 [Repealed, § 23 ch 78 SLA 1997.]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[Repealed or reserved.]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.]
AS 10.50.580 Other transactions.
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Under AS 10.55 (Alaska Entity Transactions Act), a limited liability company may enter into mergers, interest exchanges, conversions, and domestications that are not covered by AS 10.50.500 — 10.50.565.
AS 10.50.590 Definition.
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Article 13. Foreign Limited Liability Companies. In AS 10.50.500 — 10.50.590, “limited liability company” means a limited liability company organized under this chapter or a foreign limited liability company.
AS 10.50.600 Governing law.
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(a) Subject to the constitution of this state, the law of the state or other jurisdiction under which a foreign limited liability company is organized governs the organization and internal affairs of the company. (b) The department may not deny registration to a foreign limited l…
AS 10.50.605 Registration required.
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Before conducting affairs in this state, a foreign limited liability company shall register with the department. To register, the company shall deliver to the department an application for registration as a foreign limited liability company.
AS 10.50.610 Execution of registration application.
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An application for registration filed by a foreign limited liability company under AS 10.50.605 shall be signed by a person who is authorized by the law of the state or other jurisdiction where the company was organized to sign the application.
AS 10.50.615 Contents of registration application.
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(a) An application for the registration of a foreign limited liability company must state (1) the name of the foreign limited liability company and, if different, the name the company proposes to use in this state; (2) the state or other jurisdiction where the company was organiz…
AS 10.50.620 Name.
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The department may not file the application for registration of a foreign limited liability company unless the name of the company satisfies the requirements of AS 10.50.020 — 10.50.025. If the name under which a foreign limited liability is organized in the state or other jurisd…
AS 10.50.623 Change of name.
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If a foreign limited liability company that is registered under this chapter changes its name to one under which it may not register under this chapter, the registration of the company is suspended and the company may not conduct affairs in this state until it has changed its nam…
AS 10.50.625 Amendment of registration.
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A foreign limited liability company may amend its registration by filing an amendment of registration with the department that is signed by a person who has the authority to sign it under the law of the state or other jurisdiction of the company's organization.
AS 10.50.630 Contents of amendment of registration.
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(a) The amendment of registration filed by a foreign limited liability company must state the (1) name of the company; (2) date the original application for registration was filed; and (3) amendment. (b) The application for registration may be amended in any way if the applicatio…
AS 10.50.635 Registered office and registered agent of foreign company.
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A foreign limited liability company registered under this chapter shall have and continuously maintain in the state a registered (1) office that may be, but need not be, the same as its office in this state; and (2) agent, who may be either an individual resident in this state wh…