Alaska’s LLC laws lay out the procedures for forming and operating an Alaska limited liability company (LLC).
We provide straightforward explanations of Alaska LLC laws in this guide, including:
Requirements for forming an LLC
Duties of a Registered Agent and Appointment Operating Agreements
Requirements for Biennial Reports
Table of Contents
Requirements for forming an LLC
The requirements for forming an LLC are outlined in Alaska LLC laws. To make the process easier, the State of Alaska has created an online Articles of Organization form as well as a PDF Articles of Organization form.
Alaska Corporation Formation Statute
The Alaska Revised Limited Liability Company Act contains the following LLC Formation statutes:
Section 10.50.075. ORGANIZATIONAL ARTICLES CONTENTS.
The following must be stated in the articles of incorporation:
(1) the limited liability company’s name;
(2) the mailing address and name of the company’s registered office
and the registered agent’s business, residence, or mailing address;
(3) if a decision has been made that the company’s existence will be terminated
continue until a specific date or event, a declaration of the election and the date or event
(4) that, if applicable, the company will be managed by the individuals
referred to as managers in the articles; and
(5) another provision in accordance with this chapter and the laws
of this state, and that the persons organizing the company choose to state in the articles of organization for the regulation of the company’s internal affairs
What This Means: Key Points*
The Alaska LLC statute establishes the requirements for establishing (or forming) an LLC. To meet these requirements, the State of Alaska provides both online and hard copy LLC filing.
Required information for the formation of an Alaska LLC:
The name of LLC (Must meet Alaska LLC naming requirements)
The street and mailing addresses of the LLC’s principal office
Name of the registered agent and Alaska registered office street address
Provide the dissolution date if it is known (end date of the LLC)
Indicate and name the managers if the LLC will be managed by a manager(s).
Optional Information for the Formation of an Alaska LLC:
LLC organizers may include their own provisions as long as they do not conflict with the LLC statute.
Duties of a Registered Agent and Appointment
The duties and appointment of the LLC registered agent are defined by Alaska LLC laws.
Statute of Registered Agents in Alaska
The Alaska Revised Limited Liability Company Act contains the following registered agent statutes:
10.50.055 Section Registered address and registered agent
A limited liability company must keep a registered agent and a registered office in this state at all times. The registered office may be the same as the company’s office. The registered agent may be either an individual resident of this state with the same business address as the registered office, or a domestic or foreign corporation authorized to do business in this state with the same business address as the registered office.
What This Means: Key Points*
The role of a registered agent is to accept service of process (legal summons to a lawsuit).
A registered agent in Alaska must:
Keep a registered office in Alaska (i.e., no P.O. boxes)
Be an individual, an Alaska corporation or LLC, or a foreign corporation or LLC with the same business address as the registered office.
Operating Contracts
Alaska LLC laws outline the steps required to create and maintain an LLC operating agreement.
The Alaska Revised Limited Liability Company Act contains the following operating agreement statutes:
Section 10.50.095 Operating contract
A limited liability company’s members can create an operating agreement for the company, as well as amend and repeal it. The articles of incorporation may limit or eliminate the members’ ability to adopt, amend, or repeal an operating agreement.
What This Means: Key Points*
An LLC operating agreement enables LLC members to establish ground rules for how their particular LLC will operate. These rules are frequently referred to as “terms” or “provisions.”
Operating agreements are governed by state law. If the statute states that LLC members cannot dissolve an LLC unless all members agree, LLC members cannot change or override the statute with an operating agreement.
It is easier to navigate situations involving the operation of the LLC when an operating agreement is in place. In the event of a lawsuit or dispute, LLC members (or the courts) will have something to refer to.
If an LLC member cannot resolve a dispute and there is no operating agreement, the courts will use LLC statute to resolve the dispute.
Making an Operating Contract
Some LLCs, such as professional or real estate LLCs, may require unique terms, whereas others may only require standard provisions:
Responsibilities of each member
How will new members be admitted?
How can existing members transfer or cancel their membership?
How will profits and dividends be distributed?
The procedure for making changes to the operating agreement
Requirements for Biennial Reports
The requirements for biennial LLC reporting are outlined in Alaska LLC laws. To make the process easier, the state of Alaska has created an online portal for biennial reports.
Statute of Alaska LLC Biennial Report
The Alaska Revised Limited Liability Company Act contains the following biennial report statutes:
10.50.755 Section The contents of the biennial report.
A biennial report must include the following information:
(1) the company’s name and the state or country in which it is incorporated;
(2) the address of the company’s registered office in this state, as well as the name of its registered agent at that address, and, in the case of a foreign limited liability company, the address of its principal office in the state or country where it is organized;
(3) the names and addresses of the company’s managers, or, if the company is not managed by a manager, the names and addresses of the company’s members;
(4) the name and address of each person with at least a 5% stake in the company, as well as the percentage of that person’s stake in the company
10.50.760 Section Submission of the biennial report.
(a) A biennial report, as required by AS 10.50.750, must be filed with the department by January 2 of the filing year. Each even-numbered year, a limited liability company that files articles of organization and a foreign limited liability company that registers must file the biennial report. Each odd-numbered year, a limited liability company that files articles of organization and a foreign limited liability company that registers must file the biennial report. If the biennial report is not filed by February 1 of each odd- or even-numbered year, it is considered late.
(b) Proof to the department’s satisfaction that the report was deposited in the United States mail in a sealed envelope, properly addressed with postage prepaid, on or before February 1 is compliance with (a) of this section.
(c) If the report meets the requirements of this chapter, the department must file it. If the department determines that the report does not meet the requirements of this chapter, the report must be promptly returned to the company for corrections.
(d) A limited liability company must file a biennial report within six months of its formation after receiving a form from the department.
What Does This Mean? Important Takeaways*
Your Alaska biennial report can be filed online.
Your Alaska LLC biennial report must include (and be current as of the date of filing) the following information:
The company’s name
The state or country in which it was formed
Name and street address of the registered agent
The members’ and managers’ names, titles, and addresses
Anyone who owns 5% or more of the company must provide their name and address.
Due dates for biennial reports:
Biennial reports must be submitted by January 1 of the following year. If the LLC was formed in an even-numbered year, the report is due every even-numbered year. If the report is not submitted by February 1st, it is considered late.