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Alaska Revised Limited Liability Statutes

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Alaska Limited Liability Company Member Forms

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at to be held at the following address:

The Purpose of the meeting is to:

This Notice given on this the day of , , by a Member of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member

Resolution of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , , at .

The Members adopted the following resolution:

RESOLVED,

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at to be held at the following address:

The Purpose of the meeting is to amend the Articles of Organization in the following respect:

This Notice given on this the day of , , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , , at .

On motion duly made, seconded and approved by the members, the amendment of the Articles of Organization was approved as follows:

The following Members are authorized to file the amendment:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at to be held at the following address:

The Purpose of the meeting is consider dissolution of the Company. The proposed action will be to authorize the Members or Manager of the Company to file with the Secretary of State the appropriate forms to dissolve the Company and to take all actions relating thereto to wind up the business of the Company. Further to:

This Notice given on this the day of , , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , , at .

The Purpose of the meeting was to consider dissolution of the Company.

Upon motion duly made and seconded, the following resolution was approved by the members:

RESOLVED, The proposed that the Members or Manager of the Company or authorized to file with the Secretary of State the appropriate forms to dissolve the Company and to take all actions relating thereto to wind up the business of the Company.

RESOLVED, Further to:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at to be held at the following address:

The Purpose of the meeting is consider increasing the number of members of the Company and amending the operating agreement in connection therewith. Further to:

This Notice given on this the day of , , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , , at .

The Purpose of the meeting was to consider increasing the number of members of the Company and amending the operating agreement in connection therewith.

Upon motion duly made and seconded, the following resolution was approved by the members:

RESOLVED, that the number of Members of the Company is increased from to and the following persons are admitted as Members subject to the condition below:

The Condition of their being admitted as Members is:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at to be held at the following address:

The Purpose of the meeting is to consider acceptance of the resignation of the Manager of the Company and to appoint a new Manager. Further to:

This Notice given on this the day of , , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , , at .

The Purpose of the meeting was to consider acceptance of the resignation of the Manager of the Company and to appoint a new Manager.

Upon motion duly made and seconded, the following resolution was approved by the Members:

RESOLVED, that the resignation of , Manager of the Company is hereby accepted and is hereby appointed as the new manager of the Company to server at the pleasure of the Members.

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at to be held at the following address:

The Purpose of the meeting is to consider removal of the Manager of the Company and to appoint a new Manager. Further to:

This Notice given on this the day of , , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , , at .

The Purpose of the meeting was to consider removal of the Manager of the Company and to appoint a new Manager.

Upon motion duly made and seconded, the following resolution was approved by the Members:

RESOLVED, that is hereby removed as the manager of the company and is hereby appointed as the new manager to server at the pleasure of the members.

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , , at to be held at the following address:

The Purpose of the meeting is to consider annual disbursements to the Members of the Company. At the meeting the company proposes to seek disbursement to the Members of the Company of dollars in accordance with the Operating Agreement of the Company. Further to:

This Notice given on this the day of , , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

After Notice of Meeting made in accordance with the Operating Agreement of , an Alaska Limited Liability Company, hereinafter “Company”, a meeting of all Members of the Company was held on the day of , , at , at which time the Members of the Company unanimously adopted the following resolution:

RESOLVED, annual disbursements to the Members of the Company shall be made as follows:

SO RESOLVED, on this the day of , .

, Member

, Member

, Member

, Member

Assignment of Member Interest

in

A Limited Liability Company

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the undersigned, , “Assignor”, Member of , an Alaska Limited Liability Company, hereinafter “Company”, does hereby assign, transfer and warrant to , “Assignee”, all of Members ownership interest in the Company.

DATED this the day of , .

, Member

Demand for Indemnity from

A Limited Liability Company by Member

The undersigned, , Member/Manager of , an Alaska Limited Liability Company, hereinafter “Company”, does hereby demand from the Company the following:

Indemnity for the following in connection with claim against Member/Manager as follows:

Nature of Claim:

Resolution of Claim:

Expenses, Fees and costs for which reimbursement is sought:

Attorney Fees

Filing Fees

Other:

DATED this the day of , .

, Member

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Overview of the Alaska Revised Limited Liability Statutes

The Alaska Revised Limited Liability Statutes are the state laws that govern formation, governance, rights, and dissolution of limited liability companies (LLCs) organized in Alaska. They set out required Certificate of Formation contents, organizer and registered agent obligations, default management rules for member-managed and manager-managed LLCs, fiduciary duty baselines, restrictions on transfers, and statutory procedures for voluntary winding up or administrative dissolution. Where permitted, the statutes accommodate electronic filings and records consistent with federal e-signature law, so understanding these provisions is essential to maintain limited liability protections and regulatory compliance.

Why these statutes matter for Alaska LLCs

Knowing and applying the Alaska Revised Limited Liability Statutes reduces formation errors, clarifies member and manager duties, preserves limited liability protections, and ensures filings with the Division of Corporations meet statutory requirements and avoid administrative penalties.

Why these statutes matter for Alaska LLCs

Who relies on the Alaska LLC statutes

Business owners forming or operating Alaska LLCs, attorneys advising clients, registered agents, and state filing staff use the statutes to guide formation, maintenance, and dissolution.

  • Entrepreneurs and small business owners creating Alaska LLCs for single- or multi-member entities.
  • Attorneys advising on operating agreements, member duties, and transfer restrictions.
  • Registered agents and state filing staff processing formation, annual reports, and changes of address.

Step-by-step: Form and register an Alaska LLC

Follow these steps to form, register, and maintain an Alaska LLC under the Revised Limited Liability Statutes.

  • 01
    Choose Name: Check availability and reserve if desired
  • 02
    Appoint Agent: Designate Alaska registered agent with street address
  • 03
    File Articles: Submit Certificate of Formation to Division
  • 04
    Adopt Agreement: Create operating agreement specifying management and capital

Configuring an online filing and e-sign workflow

Configure an online filing or eSignature workflow to collect organizer information, execute formation documents, and deliver state filings and backups.

Document field or workflow configuration name Configuration
Organizer name, address, and contact fields Collect full legal name, physical address, and email
Registered agent name, address, and acceptance Require Alaska street address; include agent acceptance checkbox
Signer signature and date fields with authentication Enable electronic signature, timestamp, and signer attribution
Filing submission settings and e-filing options Configure recipient emails, fee payment, and file export

Typical document workflow for Alaska LLC filings

Typical flow for preparing, e-signing, and filing documents under Alaska LLC statutes follows these steps.

  • Prepare Document: Draft Certificate, operating agreement, and member consents
  • Place Fields: Add signature, initial, and date fields for signers
  • Collect Signatures: Signers authenticate and execute electronically with audit trail
  • File with State: Submit signed PDF and filing cover to Division

Digital signing and file requirements for state submissions

Use a platform that produces tamper-evident PDFs, captures a complete audit trail, and supports authorized exports for Alaska filings.

  • File Formats: PDF, DOCX supported
  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Authentication: Email, SMS, and advanced options

Key statutory areas covered by the Alaska LLC statutes

The statutes establish core LLC lifecycle rules and default positions that operating agreements commonly address or modify.

Formation

Sets requirements for Certificate of Formation, minimum contents, organizer signatures, and filing process with the Alaska Division of Corporations, including optional name reservation and fees. Allows electronic submission where permitted.

Governance

Defines member-managed and manager-managed structures, default voting rules, quorum and meeting procedures, and when the operating agreement can change statutory governance provisions, including member consent thresholds.

Fiduciary Duties

Specifies implied duties of care and loyalty between members and managers, default standards for conflicts of interest, and statutory safe harbors for certain transactions, subject to operating agreement modifications.

Transfers

Addresses transferability of membership interests, approval requirements, rights of first refusal and buyout procedures, and the effect of transfers on management rights and economic interests, including treatment of capital accounts.

Dissolution

Outlines voluntary winding up, administrative dissolution triggers, member vote thresholds for dissolution, creditor claim periods, and statutory procedures for distributing remaining assets.

Records & Reporting

Requires maintenance of company records, annual reports to the Alaska Division of Corporations, notice requirements for registered agent changes, and accuracy obligations for filings to maintain good standing.

Essential information typically required on Alaska LLC filings

Business Name: Exact LLC name as filed
Registered Agent: Name and Alaska street address
Principal Office: Physical address of principal place
Organizers: Names and signatures of organizers
Certificate of Formation: Article details and filing date
Operating Agreement: Manager and member governance terms

Practical best practices for smooth filings and governance

Adopt practical habits and document controls to reduce errors and administrative delays when forming and running an Alaska LLC.

Adopt a tailored operating agreement early
Draft an operating agreement that expressly overrides or adopts statutory defaults where necessary, addresses capital contributions, member withdrawals, dispute resolution, and buy-sell terms. Have counsel review to ensure alignment with Alaska Revised statutes.
Confirm registered agent details regularly
Verify the agent's physical street address and acceptance annually; update the Division promptly for any changes. Failure to maintain a valid registered agent can lead to administrative dissolution and service complications.
Keep accurate membership records and resolutions
Maintain membership ledgers, capital account records, meeting minutes, and executed consents. Accurate records support enforcement of operating agreement terms, streamline ownership transfers, and provide evidence during audits or disputes.
Leverage electronic filing and signatures properly
Use authorized electronic submission channels to file certificates and reports, ensure ESIGN/UETA compliance for e-signatures, obtain required consents for consumer-facing transactions, and retain audit trails to prove intent and attribution.

Common pitfalls when preparing Alaska LLC documents

  • Using an unregistered business name or failing to confirm name availability leads to rejected filings and delays with the Alaska Division of Corporations.
  • Neglecting to designate a physical registered agent address in Alaska or providing only a P.O. box can cause service issues and administrative noncompliance.
  • Relying solely on statutory defaults without an operating agreement may create unclear management roles and unintended fiduciary obligations among members.
  • Incorrectly executing or failing to retain executed records reduces enforceability and complicates future ownership transfers or dissolution procedures.

Key timelines, filings, and processing expectations

Track these statutory and administrative dates when forming, operating, and dissolving an Alaska LLC.

Optional name reservation holds name for 120 days:

Typically 120 days if reserved

Certificate filing processing time by Division:

Varies; expect several business days to weeks

Annual report filing deadline each year:

Due anniversary of formation or specific state date

Timely payment of required state filing fees:

Fees must accompany filings to avoid rejection

Amendment and voluntary dissolution filing timelines:

Processing times vary; creditor notice periods may apply

eSignature vendor pricing comparison (signNow first)

Representative starting prices and feature notes for common eSignature vendors used for document execution and state filings.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Real-world examples of digital execution and filings

Two examples show how firms use digital signing and online filing to execute LLC formation and governance documents efficiently.

Optica Ventures LLC

Optica Ventures executed formation packages and operating agreements remotely to accelerate investor approvals and reduce in-person coordination.

  • Digital signatures sped document execution.
  • Brian Fitzgibbons, COO, said: "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." This combination improved turnaround times and produced verifiable audit trails for investor records.

Tech Data

Tech Data scaled internal workflows to get approvals on corporate documents across departments without physical routing.

  • Centralized templates reduced rekeying.
  • Bob Dutkowsky, CEO, noted that using integrated signing and routing reduced administrative friction while improving record consistency across the organization.

Representative stakeholders and their roles

State Regulator

Officials at the Alaska Division of Corporations review filings, enforce statutory format and fee requirements, manage annual report processing, and provide guidance on electronic submission options. They can administratively dissolve entities for noncompliance and oversee reinstatement procedures.

Small Business Owner

Owners determine management structure, capital contributions, and member rights; they rely on accurate formation filings and a clear operating agreement to preserve liability protection and to govern transfers, distributions, and dissolution.

Consequences of incorrect or incomplete filings

Administrative Dissolution: Loss of good standing
Civil Liability Risk: Members exposed to claims
Filing Penalties: Late fees and rejections
Tax Consequences: Potential IRS penalties
Contract Challenges: Unenforceable agreements possible
Name Conflicts: Requirement to amend name

Frequently asked questions about forming and managing an Alaska LLC

Common questions about formation, e-signatures, filing, and record retention when applying the Alaska Revised Limited Liability Statutes.


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