Title 10, Corporations and Associations

(a) The registration of a foreign limited liability company authorizing the company to conduct affairs in this state may be revoked by the commissioner if (1) the company fails to file its biennial report within the time established by this chapter, or fails to pay fees or penalt…

If the commissioner revokes the registration of a foreign limited liability company to conduct affairs in this state under this chapter, the company may appeal to the superior court. The court shall either sustain the action of the commissioner or direct the commissioner to take …

A foreign limited liability company registered in this state may cancel its registration by filing an application for cancellation with the department.

An application for cancellation filed by a foreign limited liability company must state (1) the name of the company and the state or other jurisdiction where the company was organized; (2) that the company is not conducting affairs in this state; (3) that the company cancels its …

The application for cancellation must be in the form and manner designated by the department and shall be signed on behalf of the foreign limited liability company by (1) a person with authority to sign the application under the law of the state or other jurisdiction of its organ…

The cancellation of a registration under this chapter does not terminate the authority of the commissioner to accept service of process on the foreign limited liability company with respect to causes of action arising out of the company's conduct of affairs in this state.

(a) A foreign limited liability company conducting affairs in this state may not maintain an action or other proceeding in a court of this state until it has registered in this state. (b) The failure of a foreign limited liability company to register in this state does not (1) im…

A foreign limited liability company that conducts affairs in this state without registration is liable to the department for the following fees and penalties for the full or partial years when it conducts affairs in this state without registration: (1) the fees that would have be…

(a) A foreign limited liability company that conducts affairs in this state without registration is subject to a civil penalty payable to the state not to exceed $10,000 for each calendar year, including a partial year, the company conducts affairs in this state without being reg…

(a) Upon application to the court, if a court finds that a foreign limited liability company has conducted affairs in this state in violation of this chapter, the court may issue, in addition to imposing a civil penalty, an injunction restraining the company from conducting furth…

A member or manager of a foreign limited liability company is not liable for the debts and obligations of the company solely because the company conducts affairs in this state without registration.

Article 14. Court Actions By and Against Limited Liability Companies. The activities of a foreign limited liability company that are not considered to be conducting affairs in this state for the purposes of AS 10.50.600 — 10.50.720 include (1) maintaining, defending, or settling …

A court action may be brought by or against a limited liability company. The court action may be brought in the name of the company.

Article 15. Biennial Report. (a) Except as provided in AS 10.50.320, and unless otherwise provided in an operating agreement of the company, a person may not bring a court action on behalf of a limited liability company in the name of the company unless the person is authorized u…

A limited liability company and a foreign limited liability company conducting affairs in this state shall file a biennial report within the time established by this chapter.

A biennial report must set out (1) the name of the company and the state or country where it is organized; (2) the address of the registered office of the company in this state, and the name of its registered agent in this state at that address, and, in the case of a foreign limi…

(a) A biennial report required by AS 10.50.750 shall be filed with the department and is due before January 2 of the filing year. A limited liability company filing articles of organization and a foreign limited liability company registering during an even-numbered year shall fil…

Article 16. Miscellaneous Provisions. (a) In the event of a change of the manager of a limited liability company or of a foreign limited liability company registered under this chapter, or of a member of the company, if the members manage the company, during the first year of the…

An operating agreement of a limited liability company may authorize the company to issue a certificate as evidence of a limited liability company interest. An operating agreement may also authorize and provide for the assignment or transfer of the interest represented by the cert…

When a document is required or allowed to be delivered to or filed with the department under this chapter, the person delivering the document shall deliver to the department the required fee, the original signed document, and an exact copy of the document.

(a) If the department determines that a document filed under this chapter conforms to the filing requirements of this chapter, the department shall (1) mark on the original signed document and on the exact copy the word “filed” and the date and time of the document's acceptance f…

If the department fails to approve articles of organization, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved by the department, the department shall, within 10 days after the delivery of the document to the departmen…

(a) Unless otherwise provided in this chapter, a document required by this chapter to be filed with the department by or for a limited liability company shall be signed by (1) a manager of the company if the company is managed by a manager; (2) a member of the company if the arti…

The department shall charge fees established by the department by regulation adopted under AS 44.62 (Administrative Procedure Act) for (1) filing the original articles of organization; (2) filing an amendment of registration; (3) filing articles of merger or consolidation; (4) fi…

Unless otherwise provided in an operating agreement, a limited liability company shall keep at its main office (1) current and past lists that state in alphabetical order the full name and last known mailing address of every member and manager of the company; (2) a copy of the co…

(a) A limited liability company shall make its books and records of account, or certified copies of them, reasonably available for inspection and copying at its registered office or principal office in the state by a member of the company. Member inspection shall be upon written …

The members of a limited liability company, if the articles of organization do not provide that the company is managed by a manager, or the manager of the company, if the articles of organization provide that the company is managed by a manager, shall provide, to the extent just …

Article 17. General Provisions. If notice is required to be given to a member or manager of a limited liability company under the provisions of this chapter or under the provisions of the articles of organization or an operating agreement of the company, a waiver of the notice in…

In addition to the regulations the department is required to adopt under this chapter, the department may adopt other regulations under AS 44.62 (Administrative Procedure Act) to implement this chapter.

A limited liability company that is organized and existing under this chapter may conduct its affairs and exercise the powers granted by this chapter in another jurisdiction, subject to the laws of that jurisdiction.

In this chapter, unless the context indicates otherwise, (1) “articles of organization” means the articles of organization filed under AS 10.50.070 and the articles as amended or restated; (2) “commissioner” means the commissioner of commerce, community, and economic development;…

This chapter may be cited as the Alaska Revised Limited Liability Company Act.

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) Except as expressly provided in this chapter, this chapter does not authorize an act prohibited by, and does not affect the application or requirements of,…

(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger shall give the notice or obtain the approval in order to be a party to an interest exchange, conversion, or domestic…

A filing under this chapter becomes part of the public organic document of the entity.

The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.

A plan may refer to facts ascertainable outside of the plan if the manner in which the facts will operate on the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or a…

Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval of the transaction.

(a) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to dissenters' rights in connection with the transaction if the interest holder would have been entitled to dissenters' rights under the entity's organic law in connection with…

The following entities may not participate in a transaction under this chapter: (1) a financial institution; in this paragraph, “financial institution” has the meaning given in AS 06.01.050; (2) an insurer regulated by AS 21, including a fraternal benefit society regulated under …

Article 2. Merger. Notwithstanding the other provisions of this chapter, if a domestic entity is created under this chapter or if the name of a domestic entity is changed under this chapter, the name of the domestic entity may not be a name that is reserved or registered to anoth…

(a) Except as otherwise provided in AS 10.55.201 — 10.55.206, by complying with AS 10.55.201 — 10.55.206, (1) one or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and (2) two or more foreign entities ma…

(a) A domestic entity may become a party to a merger under AS 10.55.201 — 10.55.206 by approving a plan of merger. The plan must be in a record and contain (1) as to each merging entity, the merging entity's name, jurisdiction of organization, and type; (2) if the surviving entit…

(a) A plan of merger is not effective unless it has been approved (1) by a domestic merging entity (A) in accordance with the requirements, if any, in the merging entity's organic law and organic rules for approval of, (i) in the case of an entity that is not a business corporati…

(a) A plan of merger of a domestic merging entity may be amended (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by the governors or interest holders of the entity in the manner provided in the plan; …

(a) A statement of merger shall be signed on behalf of each merging entity and filed with the department. (b) A statement of merger must contain (1) the name, jurisdiction of organization, and type of each merging entity that is not the surviving entity; (2) the name, jurisdictio…