Operating Agreement LLC Alaska

An Operating Agreement establishes the internal rules of an Alaska Limited Liability Company (LLC). Members may adopt, amend, or repeal the agreement unless the Articles of Organization limit or remove this authority.

Amendments

The agreement should outline how changes are reviewed and approved, who drafts revisions, and require signatures from all members for updates. A severability clause can keep the remaining provisions valid even if one section is found unenforceable.

Management and Authority

In a manager-managed LLC, the manager holds exclusive authority to run the company within the limits of the agreement. A member acting solely as a member cannot bind the company. Managers may sign documents transferring company property. The agreement may authorize indemnification and allow the purchase of insurance for managers, members, employees, or agents. It can also identify which officers or employees may execute company instruments, with that authority continuing until a written revocation is delivered to the financial institution.

Capital and Distributions

The agreement may define initial and additional capital contributions. Withdrawals of capital are limited to what the agreement or dissolution terms permit. If assets cannot cover contributions, members cannot recover the balance from the company. In a member-managed LLC, members determine how to distribute available funds, defined as net cash remaining after expenses and liabilities. Upon liquidation, distributions must follow positive capital account balances and apply a qualified income offset for negative balances in line with U.S. Department of the Treasury (USDT) regulations.

Membership Changes and Transfers

A person may become a member by acquiring an interest under the terms of the operating agreement or, if the agreement is silent, with the written consent of all members. In a single-member LLC, admission of a new member must comply with the agreement and show evidence of securities law compliance, no adverse tax effects, and proof of contribution. Any admission made outside this process is void and unenforceable. By statute, an assignee does not become a member without unanimous consent unless the agreement provides otherwise. Consent must be written if the method is not specified. An assignee admitted as a member gains member rights and powers and assumes related obligations, but not undisclosed liabilities that cannot be determined from company records.

Dissolution and Winding Up

The agreement should specify dissolution events and procedures for winding up. In a multi-member LLC, dissolution occurs upon a terminating event for a member unless the remaining members, at least the minimum number required by law, elect to continue within 120 days. If not continued, members must wind up the company by accounting for assets and liabilities, liquidating property, and distributing proceeds. On dissolution, assets go first to creditors (including member-creditors), then to members or former members for return of contributions, and finally to members based on pre-dissolution distribution rights.

Compliance Requirements

An Alaska LLC must maintain a registered agent and registered office within the state. The company name must comply with Alaska naming laws. Members are responsible for keeping business records current with the registered agent. Filings and fees are processed by the Alaska Department of Commerce, Community, and Economic Development (DCCED). The organizer must file Articles of Organization and a separate activity code statement, providing both an original signed copy and a duplicate. Regulatory fees include a $25 filing fee when no other amount is stated and a $25 fee when DCCED acts as agent for service of process.

Involuntary Dissolution and Reinstatement

An LLC may face involuntary dissolution for failing to file biennial reports or maintain a registered agent. A dissolved company may be reinstated within two years if the deficiency is corrected and double the delinquent amount is paid.