The Alaska Revised Limited Liability Company Act, codified at Alaska Statutes Title 10, Chapter 50, sets the ground rules for forming, operating, and closing a limited liability company in Alaska. It gives you a liability shield between personal and business assets, lets members write most of the internal rules themselves through an operating agreement, and fills in a set of statutory defaults whenever that agreement is silent or missing.
Naming Your LLC
The name has to include “limited liability company” or an abbreviation such as “LLC” or “L.L.C.” You can shorten “limited” to “Ltd.” and “company” to “Co.”1Justia Law. Alaska Code 10.50.020 – Limited Liability Company Name It must also be distinguishable from every other LLC, limited partnership, and corporation already on file with the state, including foreign entities registered in Alaska.2Alaska State Legislature. SSHB 420 – Limited Liability Company Act You can put the name of a city, borough, or village into your LLC name, but you cannot use the words “city,” “borough,” or “village” or anything that implies the company is a municipality.
If you are not ready to file, you can hold the name. Anyone intending to organize an LLC under a particular name may reserve it for 120 days for $25.3Justia Law. Alaska Code 10.50.030 – Right to Reserve Name
Filing the Articles of Organization
Formation starts with Form 08-484, the Articles of Organization, filed with the Division of Corporations, Business and Professional Licensing.4Alaska Division of Corporations, Business and Professional Licensing. Articles of Organization – Domestic Limited Liability Company AS 10.50.075 The form asks for:
- The company name, meeting the designator and distinguishability rules above.
- A concise description of the business purpose.
- A six-digit NAICS code identifying your primary activity. If that code falls within a regulated profession, you must also list a current Alaska professional license number.5Alaska Department of Commerce, Community, and Economic Development. Business Licensing – NAICS Codes
- A registered agent who is either an Alaska resident or a corporation authorized to do business in the state, with a physical business office in Alaska. A P.O. box alone will not satisfy the statute.6Justia Law. Alaska Code 10.50.055 – Registered Office and Registered Agent
- Whether the LLC is member-managed (owners run it) or manager-managed (designated individuals run it).
- The names, mailing addresses, and signatures of the organizers.
Alaska does not have a separate professional LLC or PLLC designation. Attorneys, accountants, physicians, and other licensed professionals who want the LLC structure form a standard LLC.
The filing fee is $250, whether you file online or on paper.7Department of Commerce, Community, and Economic Development. Corporation Forms and Fees Online filings post to the state database almost immediately. Paper filings typically take 10 to 15 business days from March through September and can exceed three weeks between October and February.8Department of Commerce, Community, and Economic Development. Online Filing Instructions
Once the state processes your articles, the LLC legally exists. From there, apply for a federal Employer Identification Number through the IRS. The online application returns an EIN instantly; Form SS-4 by fax usually comes back in about four business days, and by mail in about four weeks. You will need the responsible party’s Social Security Number, the LLC’s legal name and address, and a description of its principal activity. Keep the IRS confirmation notice (CP 575). Banks and tax agencies will ask for it.
The Operating Agreement and What Happens Without One
The Act lets members adopt an operating agreement but does not require one, and the agreement is never filed with the state. It stays as a private contract among the members.9Justia Law. Alaska Code 10.50.095 – Operating Agreement Within the agreement, members can override most of the statute’s default rules on management authority, voting, profit allocation, admission and withdrawal of members, and dissolution events.
When there is no operating agreement, the statutory defaults control. Two of them catch multi-member LLCs by surprise.
Voting Is Per Capita, Not By Contribution
If the articles do not say otherwise, the members manage the company. Routine decisions require the consent of more than half of all members, counted per capita: each member gets one vote regardless of what they contributed. Amending the articles or the operating agreement takes two-thirds of the members. In a manager-managed structure, decisions take more than half of the managers.10Alaska State Legislature. Alaska Revised Limited Liability Company Act – Management Provisions A member who put in 80% of the capital has the same single vote as a member who put in 5%, unless the operating agreement rewrites the rule.
Profits Are Split Equally, Not By Contribution
The default profit allocation is equal shares among all members, not shares proportional to capital contributions.11Justia Law. Alaska Code 10.50.290 – Repayment of Contribution and Sharing of Profits and Other Assets The same equal split applies to any assets left after liabilities are paid and capital contributions returned when the company winds up. An operating agreement can assign profits by any formula the members agree to; without one, uneven investments produce even payouts.
Liability Protection and the Records That Support It
Members and managers are generally not personally liable for the company’s debts. A creditor with a judgment against the LLC can reach business assets but not personal ones, provided the LLC is run as a genuinely separate entity. Courts can set the shield aside when an LLC is used to commit fraud, when personal and business funds are commingled, or when the entity has no real independent existence.
The Act requires the LLC to keep certain records accessible at its principal office: a current list of members and managers, the articles of organization and any amendments, any written operating agreements, and federal and state income tax returns together with financial statements for at least the three most recent years. Maintaining them is both a statutory obligation and the clearest evidence that the company operates as a real, separate business.
The Biennial Report
Every Alaska LLC files a biennial report with the Division of Corporations. It is due before January 2 of the filing year. LLCs formed in even-numbered years file in even years; those formed in odd-numbered years file in odd years.12Alaska Statutes. Alaska Statutes 10.50.760 – Filing of Biennial Report A report not filed by January 2 becomes delinquent on February 1.13Justia Law. Alaska Code 10.50.750 – Biennial Report Required The fee is $200.7Department of Commerce, Community, and Economic Development. Corporation Forms and Fees
Involuntary Dissolution and Reinstatement
The commissioner can involuntarily dissolve an LLC that is six months delinquent on a biennial report or on any fee or penalty, that fails for 30 days to maintain a registered agent, or that made a material misrepresentation in any filing.14Justia Law. Alaska Code 10.50.408 – Involuntary Dissolution Before acting, the commissioner must send written notice by certified mail and give the company 60 days to cure or contest.
Once an LLC is dissolved, its name becomes available for another business to claim after six months. If someone takes it during that window, you will need to file articles of amendment and choose a new name before you can reinstate.14Justia Law. Alaska Code 10.50.408 – Involuntary Dissolution
Reinstatement is available within two years of the dissolution certificate’s date. You must either show the commissioner there was no legitimate cause for dissolution, or correct the underlying problem and pay double the delinquent amount along with everything the company would have owed during the period it was dissolved.14Justia Law. Alaska Code 10.50.408 – Involuntary Dissolution After two years, reinstatement is no longer an option, and you would need to form a new LLC. Online filing is disabled for dissolved entities, so plan on mail or email through the Division.
Voluntary Dissolution
The Act recognizes three ways to dissolve voluntarily: an event listed in the operating agreement occurs, all members consent in writing, or a court orders dissolution because carrying on the company’s purpose is no longer possible.15Justia Law. Alaska Code 10.50.405 – Dissolution by Court For a planned wind-down, file Articles of Dissolution on Form 08-490 with a $25 fee.16Alaska Department of Commerce, Community, and Economic Development. Articles of Dissolution – Domestic Limited Liability Company The LLC must be in good standing when it files, meaning all biennial reports current and paid. If the company holds any Alaska business licenses, submit a separate cancellation request to the Business Licensing Section.
Foreign LLCs Doing Business in Alaska
An LLC formed in another state that wants to conduct business in Alaska files a Foreign Limited Liability Company Certificate of Registration with the Division of Corporations. Online filings post immediately on payment; paper Form 08-497 follows the same seasonal processing timeline as domestic filings.17Department of Commerce, Community, and Economic Development. Online Filing Instructions – LLC Registration Registered foreign LLCs must appoint an Alaska registered agent, file biennial reports on the same schedule as domestic LLCs at the same $200 fee, and comply with the same name-distinguishability rules.7Department of Commerce, Community, and Economic Development. Corporation Forms and Fees They are also subject to involuntary dissolution on the same grounds as domestic entities.
The Alaska Business License Is Separate
Forming an LLC and getting a business license are two different steps. The Division of Corporations handles entity formation; the Business Licensing Section issues the state license you need to actually operate. The license costs $50 per year and renews annually. If you let it lapse, you owe $50 for each inactive year when you renew.18Alaska Department of Commerce, Community, and Economic Development. Business Licensing FAQs Depending on your industry and location, municipal permits or professional endorsements may also apply.
Tax Treatment
Alaska has no state individual income tax, which is one practical reason the LLC structure works well here. For federal purposes, a single-member LLC is a disregarded entity by default (profits and losses pass through to your personal return), and a multi-member LLC is taxed as a partnership. Either can elect S corporation or C corporation treatment with the IRS. Alaska imposes a corporate income tax on C corporations, so that election carries state tax consequences worth weighing before you make it. The LLC itself does not change under the Act; only how it is taxed does.