Alaska LLC Formation Requirements

Articles of Organization

In any Alaska LLC formation, articles of organization must be filed with the Alaska DCED. State law requires that certain information be included in the articles of organization of your Alaska LLC formation. This information must include:

  • The name of the company
  • The purpose of organization, which may be any or all lawful conduct for which a limited liability company may be organized
  • The mailing address of the company’s registered office and the name of the company’s registered agent
  • A statement that the company will be managed by a manager, if applicable
  • Any other provisions for internal regulation that the organizers wish to include

Filing

Your LLC is considered organized on the date of delivery to the state for filing. A copy of the articles of organization that is stamped “filed” and marked with the filing date is conclusive evidence of compliance and organization.

Additionally, an Alaska LLC formation generally requires inclusion and/or consideration of the following:

Organizers

Articles of organization must be signed and delivered to the state for filing by organizers. Alaska requirements for organizers are summarized below:

  • Minimum Number of Organizers: One or more
  • Eligibility Requirements: An organizer must be a person, and does not need to be a member of the company either at the time of or following organization

Operating Agreement

LLC members may adopt an operating agreement for the company, which may also be amended and repealed. The articles of organization may contain restrictions or prohibitions on this power of the members to adopt, amend, or repeal an operating agreement.

Membership

A limited liability company must have members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: A member must be a person
  • Procedure for Membership: The person may acquire an interest in the LLC either
    • Directly from the company, in compliance with an operating agreement of the company or
    • with the written consent of all of the members of the company if an operating agreement of the company does not provide for acquiring an interest directly from the company

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member may not resign from a limited liability company except in accordance with the operating agreement of the company
  • Unless an operating agreement of the company provides otherwise, a member may not resign from a limited liability company before the dissolution and winding up of the limited liability company
  • An LLC may pursue certain remedies against a resigning member if the resignation violates an operating agreement of the company
  • Unless otherwise provided in an operating agreement of the company and except for termination, after a member resigns from a limited liability company, the former member’s rights become those of an assignee

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