Fill and Sign the For State Licensed Professionals Form

Prepared by U.S. Legal Forms, Inc. Copyright 2006 - U.S. Legal Forms, Inc. LIMITED LIABILITY COMPANY FOR STATE-LICENSED PROFESSIONALS STATE OF ALASKA Control Number: AK-00PLLC The contents of this package are as follows:1. Statutory Reference2.Introduction & Law Summary3.Forms List4. Notes on Downloading the Forms5. Notes on Completing the Forms6. Instructions and Steps7.Accessories8.Sample Ledger and Certificate9.Disclaimer LIMITED LIABILITY COMPANY For State-Licensed Professionals FORMATION PACKAGE – ALASKA Electronic Version Statutory Reference ALASKA STATUTES, Title 10, Chapter 10.45 (Alaska Professional Corporation Act) ALASKA STATUTES, Title 10, Chapter 10.50 (Alaska Revised Limited Liability Company Act) View the statutes at this link: http://www.legis.state.ak.us/FOLHOME.HTM Introduction & Law Summary In Alaska, a limited liability company (LLC) organized to engage in the practice of a state- licensed profession is subject to the provisions of the Alaska Limited Liability Company Act as well as the rules and regulations of the State Examining/Governing (regulatory) Board for that profession.The Alaska Limited Liability Company Act provides that a LLC may be organized to engage in any lawful purpose – including the practice of a state-licensed profession. However, the Act does not address with specificity any restrictions that are applicable to a LLC organized to engage in the practice of a profession.Therefore, it seems prudent to incorporate in a LLC operating agreement, those restrictions which the Alaska Professional Corporation Act imposes on corporations organized to engage in the practice of a profession. Those restrictions will be discussed in this Summary and are incorporated in the forms included herewith.The Alaska Revised Limited Liability Company Act provides that the name of a limited liability company must contain the words "limited liability company" or the abbreviation "L.L.C.," or "LLC". The word "limited" may be abbreviated as "Ltd.," and the word "company" may be abbreviated as "Co." The name of a city, borough, or village may be used in a limited liability company name; however, the name may not contain the word "city," "borough," or "village" or otherwise imply that the company is a municipality.Further, the name of a limited liability company must be distinguishable on the records of the Department of Community and Economic Development from the name of any other organized entity and from a reserved or registered name. The restrictions that are placed on Alaska professional corporation that could be significant to an Alaska LLC organized to engage in the practice of a state-licensed profession are:1.A professional corporation may issue shares of its capital stock to persons licensed to render the professional service specified in the articles of incorporation. It may not issue shares to any other person.2. A person may not be a director or officer of a professional corporation if the person is not a shareholder of that corporation. A person may not be a shareholder, director, or officer of more than one professional corporation at one time.3. A shareholder of a professional corporation may sell or transfer shares in the professional corporation only to another individual licensed to render the same professional service as that for which the professional corporation was formed. 4.A proxy may be given to a licensed shareholder of the same corporation to vote the shares of the professional corporation. No other person may be given a proxy.5.The provisions of the Alaska Professional Corporation Act do not modify the law applicable to the relationship between a person furnishing professional service and a person receiving the service, including liability arising out of the professional service, and including any confidential relationship between the person rendering the professional service and the person receiving the service.6. The Alaska Professional Corporation Act does not restrict or limit the authority and duty of the regulatory boards for the licensing of persons rendering professional services or for the practice of the profession which is within the board's jurisdiction.7. If a shareholder, director, officer, employee, or agent of a professional corporation is legally disqualified to render professional service in this state, or is elected or appointed to a public office which under law restricts or limits the rendering of professional services, that person shall sever all employment and financial interest in the professional corporation immediately. 8.A professional corporation may provide in its articles of incorporation that the shares of a legally disqualified shareholder may be sold only to other shareholders or licensed persons of the same profession, or it may provide for the purchase, redemption, or retirement of the shares by the corporation out of capital as well as surplus funds and without regard to the impairment of its capital. If there is no provision for the disposal of the shares and the legally disqualified shareholder has not disposed of the shares as required under AS 10.45.200 , the corporation shall purchase, redeem, or retire the shares out of capital as well as surplus funds without regard to the impairment of its capital within 30 days after the disqualification occurs.9. A professional corporation may provide for the disposal of the shares of a deceased shareholder in its articles of incorporation or bylaws, or its shareholders may provide for their disposal by private agreement. If there is no provision or private agreement, the shares shall first be offered for sale to the remaining shareholders by the personal representative of the deceased shareholder's estate at a price not to exceed their book value, and, if not sold, then offered and sold to any licensed person of the same profession as the corporation without obtaining the approval of the remaining shareholders. If the shares are not disposed of within six months from the date of the death of the shareholder, the corporation shall call a special meeting of its shareholders and shall decide by a majority vote of the remaining shareholders whether or not the corporation purchases, redeems, or retires the shares at book value or lesser price if agreed, or files for a dissolution of the corporation. At the special meeting the shares of the deceased shareholder may not be voted on or counted for any purpose, unless the deceased shareholder was the sole shareholder. “Members” (persons with ownership interest) of the LLC should operate under the same restrictions as shareholders of a professional corporation. PRIOR TO RESERVING A NAME OR FILING ARTICLES OF ORGANIZATION, YOU SHOULD CHECK WITH THE STATE REGULATORY BOARD FOR YOUR PROFESSION TO ASSURE THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD'S RULES AND REGULATIONS. THE BOARD MAY HAVE ADDITIONAL PAPERWORK REQUIREMENTS, OR YOU MAY NEED A CERTIFICATE OF LICENSURE, ETC., TO FILE WITH YOUR ARTICLES. * * * Forms List The following forms are available for download with this package. AK-NAMERESV: Application for Reservation of Entity NameAK-PLLC: Articles of Organization & Disclosure of Company ActivitiesAK-PLLC-TL: Sample Transmittal LetterAK-PLLC-1: Sample Operating AgreementUS-IRS-SS-4: Application for Federal Tax Identification Number & InstructionsAK-PLLC-NR: Sample Notices & ResolutionsInstructions on using the forms are either included with the forms and/or found in the Steps to form LLC section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive.You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire.If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues.If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to form LLC Step 1: See FORM: AK-NAMERESV APPLICATION FOR RESERVATION OF NAME It is recommended that you reserve a LLC name in order to assure that your Articles of Organization are not rejected because the name you have selected is not availableYou may skip this step and go to Step 2, but if the name you have selected is not available, the Articles of Organization will be rejected and returned to you. This form must be typed or printed in dark, legible print.This form is acceptable for reserving an LLC name.Type or print the name you want to reserve. (a)Provide the LLC name you want to reserve.(b)A LLC name MUST contain the words "limited liability company" or the abbreviation "L.L.C.," or "LLC". (c)The name of a city, borough, or village MAY be used in a LLC name, but a LLC name MAY NOT contain the word "city," "borough," or "village" or otherwise imply that the company is a municipality.(d)The name of a limited liability company must be distinguishable on the records of the Department of Community and Economic Development from the name of any other organized entity and from a reserved or registered name. Provide the mailing address of the applicant.Have the Applicant sign the Application and provide his/her title.File the original and one copy of the application.The filing fee is $25.00.The reservation is valid for a nonrenewable 120-day period.Mail the original and one copy APPLICATION FOR RESERVATION OF NAME along with the $25.00 filing fee (make check payable to State of Alaska) to the address indicated on the form. Step 2: See FORM: AK-PLLC ARTICLES OF ORGANIZATION and CONSENT TO APPOINTMENT BY REGISTERED AGENT Once you have reserved the limited liability company name, or if you have chosen to proceed without reserving a name, you are ready to complete the Articles of Organization. Instructions to complete the Limited Liability Company Articles of Organization:The Articles of Organization should be typewritten or printed in black ink.ARTICLE I: Provide the LLC name you have reserved.ARTICLE II: BRIEFLY state the purpose of the LLC. You may also want to state that an additional purpose for which the LLC is organized is the conduct of any or all lawful affairs for which a limited liability company may be organized under the Alaska Limited Liability Company Act. ARTICLE III: Provide the name and address of the LLC's registered agent. If the address is a P.O. Box, you MUST also provide a physical/street address.ARTICLE IV: Unless you have a specific reason to do otherwise, you will probably want the LLC to exist in perpetuity. If you have a specific date or specific event which will cause the LLC to cease to exist, then enter that information - if not, then check the “Perpetual” box.ARTICLE V: You must decide if the LLC will be managed by one or more managers or by the members. Indicate your decision here. ARTICLE VI: Leave this space blank. Date the Articles and have each Organizer print his/her name and address and provide his/her signature. YOU ONLY NEED ONE ORGANIZER.Check this link: http://www.census.gov/epcd/naics02/naicod02.htm for your NAICS code (page 3 of Articles). File the original and one copy of the Articles of Organization and Disclosure of Company Activities.The filing fee is $250.00.Step 3: Mail the original and one copy of the ARTICLES OF ORGANIZATION and DISCLOSURE OF ACTIVITIES together with the $250.00 fee (make check payable to State of Alaska) to the address indicated on the form. A sample cover letter to send with the Articles is included in this packet. See FORM: AK-PLLC-TLSAMPLE TRANSMITTAL LETTERStep 4:Complete an Operating Agreement. See FORM: AK-PLLC-1 SAMPLE OPERATING AGREEMENTStep 5: Apply for a Federal Tax Identification Number. This is done with form US-IRS- SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4FEDERAL TAX ID APPLICATION AND INSTRUCIONS Step 6:Open a bank account and conduct business.Ongoing: Sample Notices and Resolutions are provided for your convenience. See FORM: AK-PLLC-NR SAMPLE NOTICES & RESOLUTIONS * * * Accessories U. S. Legal Forms, Inc. offers the following LLC accessories: LLC Seal:If you would like to order a LLC seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your company name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/Imprinted (or blank) Lithographed LLC Membership Certificates: Preview Order for your state * * * SAMPLE OWNERSHIP LEDGER and SIMPLE MEMBERSHIP CERTIFICATE Ownership Ledger Name and Residence Address of LLC MemberDate of Transfer% OwnershipAmount PaidSubsequent Transfer Membership Certificate No. _____ LIMITED LIABILITY COMPANY- STATE OF ALASKA Percentage: ___This Certificate certifies that ___________________ is a true and lawful owner of _____ percent of ________________________________, an Alaska Limited Liability Company. Such ownership interest is only transferable in accordance with the Operating Agreement between the Members.This certificate is issued by the Limited Liability Company’s duly authorized officers on this the ____ day of _________, 20___. __________________ ___________________ ManagerManager (if more than one) Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located here: http://www.uslegalforms.com/disclaimer.htm. To view, click on the link, or copy it into the address window of your web browser. If you cannot view the information contained at the link above, or do not agree to the terms therein, you may not use the package materials. Return the package for a full refund. * * * ~ Thank you for using USLF ~