reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.600. Governing law.

(a) Subject to the constitution of this state, the law of the state or other jurisdiction under which a foreign limited liability company is organized governs the organization and internal affairs of the company.
(b) The department may not deny registration to a foreign limited liability company because of differences between the law of this state and the law of the state or other jurisdiction under which the foreign limited liability company is organized.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.610. Execution of registration application.

An application for registration filed by a foreign limited liability company under AS 10.50.605 shall be signed by a person who is authorized by the law of the state or other jurisdiction where the company was organized to sign the application.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.615. Contents of registration application.

(a) An application for the registration of a foreign limited liability company must state
(1) the name of the foreign limited liability company and, if different, the name the company proposes to use in this state;
(2) the state or other jurisdiction where the company was organized, and date of its organization;
(3) the name and address of the company's registered agent;
(4) that the department is appointed the agent of the company for service of process if the foreign limited liability company fails to appoint or maintain a registered agent under AS 10.50.635;
(5) the address of the office required by the state or other jurisdiction of the company's organization to be maintained in that state or other jurisdiction, or, if the state or other jurisdiction does not require an office to be maintained in that state or other jurisdiction, the principal office of the company;
(6) the purpose the company proposes to pursue in the conduct of its affairs in this state and the codes from the identification code established under AS 10.06.870 that most closely describe the activities in which the company will engage in this state;
(7) the names and addresses of the managers of the company, or, if the company is not managed by a manager, the names and addresses of the members of the company;
(8) the name and address of each person owning at least a five percent interest in the company and the percentage of interest owned by that person in the company; and
(9) that the company is a foreign limited liability company.
(b) In addition to the information required by (a) of this section, an application must include proof from the jurisdiction where the company was organized that indicates that the company was organized in that jurisdiction.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.620. Name.

The department may not file the application for registration of a foreign limited liability company unless the name of the company satisfies the requirements of AS 10.50.020 - 10.50.025. If the name under which a foreign limited liability is organized in the state or other jurisdiction of its organization does not satisfy the requirements of AS 10.50.020 - 10.50.025, the company may register under AS 10.50.605 if the company uses an assumed name that is available to the company under this chapter and that satisfies the requirements of AS 10.50.020 - 10.50.025.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.623. Change of name.

If a foreign limited liability company that is registered under this chapter changes its name to one under which it may not register under this chapter, the registration of the company is suspended and the company may not conduct affairs in this state until it has changed its name to a name available to it under the laws of this state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.625. Amendment of registration.

A foreign limited liability company may amend its registration by filing an amendment of registration with the department that is signed by a person who has the authority to sign it under the law of the state or other jurisdiction of the company's organization.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.630. Contents of amendment of registration.

(a) The amendment of registration filed by a foreign limited liability company must state the
(1) name of the company;
(2) date the original application for registration was filed; and
(3) amendment.
(b) The application for registration may be amended in any way if the application for registration as amended contains only provisions that this chapter allows to be contained in an application for registration at the time of amendment.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.635. Registered office and registered agent of foreign company.

A foreign limited liability company registered under this chapter shall have and continuously maintain in the state a registered
(1) office that may be, but need not be, the same as its office in this state; and
(2) agent, who may be either an individual resident in this state whose business office is identical to the registered office, a corporation organized under AS 10.06, or a foreign corporation authorized to transact business in this state, that has a business office identical to the registered office.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.637. Change of registered office or registered agent of foreign company.

A foreign limited liability company registered under this chapter may change its registered office or change its registered agent, or both, upon filing with the department a signed statement setting out
(1) the name of the company;
(2) the address of its registered office;
(3) the address of the new registered office if the address of its registered office is to be changed;
(4) the name of its registered agent;
(5) the name of its new registered agent if its registered agent is to be changed;
(6) that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and
(7) that the change is authorized by the company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.638. Filing and effective date of change.

If the department finds that the statement conforms to the provisions of this chapter, the department shall file the statement, and upon the filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, becomes effective.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.640. Service on foreign company.

The registered agent appointed by a foreign limited liability company registered under this chapter shall be an agent of the company upon whom process, notice, or demand required or permitted by law to be served upon the company may be served.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.645. Service on commissioner.

When a foreign limited liability company that is registered under this chapter, or that conducts affairs in this state without being registered under this chapter, fails to appoint or maintain a registered agent in this state, when a registered agent cannot with reasonable diligence be found at the registered office, or when the registration of a foreign company is suspended or revoked, the commissioner is an agent upon whom process, notice, or demand may be served. Service is made upon the commissioner as provided in AS 10.50.065(b).
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.650. Revocation of registration.

(a) The registration of a foreign limited liability company authorizing the company to conduct affairs in this state may be revoked by the commissioner if
(1) the company fails to file its biennial report within the time established by this chapter, or fails to pay fees or penalties established by this chapter when they are due and payable;
(2) the company fails to appoint and maintain a registered agent in this state;
(3) the company fails, after change of its registered office or registered agent, to file with the commissioner a statement of the change as required by this chapter; or
(4) a misrepresentation of a material matter has been made in an application, report, affidavit, or other document submitted under this chapter.
(b) The commissioner may not revoke the registration of a foreign limited liability company unless the
(1) commissioner has given the company at least 60 days notice by certified mail addressed to its registered agent at its registered office; and
(2) company fails before revocation to file the report, pay the fees or penalties, file the required statement of change of registered agent or registered office, or correct the misrepresentation.
(c) Upon revoking a registration, the commissioner shall
(1) issue a certificate of revocation in duplicate;
(2) file one of the certificates in the commissioner's office; and
(3) mail one of the certificates of revocation to the limited liability company at its registered office.
(d) Upon the issuance of the certificate of revocation, the authority of the limited liability company to conduct affairs in this state ceases.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.653. Appeal from revocation of registration.

If the commissioner revokes the registration of a foreign limited liability company to conduct affairs in this state under this chapter, the company may appeal to the superior court. The court shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.660. Contents of application for cancellation.

An application for cancellation filed by a foreign limited liability company must state
(1) the name of the company and the state or other jurisdiction where the company was organized;
(2) that the company is not conducting affairs in this state;
(3) that the company cancels its registration in this state;
(4) that the company revokes the authority of its registered agent for service of process in this state and consents that service of process may subsequently be made on the company by service on the commissioner for a cause of action arising in this state during the time the company was registered in this state; and
(5) an address for mailing a copy of a process to the company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.665. Form, manner, and execution of application for cancellation.

The application for cancellation must be in the form and manner designated by the department and shall be signed on behalf of the foreign limited liability company by
(1) a person with authority to sign the application under the law of the state or other jurisdiction of its organization; or
(2) if the company is controlled by a receiver, trustee, or other court-appointed fiduciary, by the receiver, trustee, or other fiduciary.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.670. Effect of cancellation of registration.

The cancellation of a registration under this chapter does not terminate the authority of the commissioner to accept service of process on the foreign limited liability company with respect to causes of action arising out of the company's conduct of affairs in this state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.675. Conducting affairs without registration.

(a) A foreign limited liability company conducting affairs in this state may not maintain an action or other proceeding in a court of this state until it has registered in this state.
(b) The failure of a foreign limited liability company to register in this state does not
(1) impair the validity of a contract or act of the company;
(2) affect the right of another party to a contract of the company to maintain an action or proceeding on the contract; or
(3) prevent the company from defending an action or other proceeding in a court of this state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.690. Liability for fees and penalties.

A foreign limited liability company that conducts affairs in this state without registration is liable to the department for the following fees and penalties for the full or partial years when it conducts affairs in this state without registration:
(1) the fees that would have been imposed by this chapter on the company if the company had been registered under this chapter; or
(2) the penalties imposed by this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.700. Civil penalty.

(a) A foreign limited liability company that conducts affairs in this state without registration is subject to a civil penalty payable to the state not to exceed $10,000 for each calendar year, including a partial year, the company conducts affairs in this state without being registered under this chapter.
(b) The civil penalty imposed in (a) of this section may be recovered in an action brought in the superior court by the attorney general.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.710. Injunctive relief.

(a) Upon application to the court, if a court finds that a foreign limited liability company has conducted affairs in this state in violation of this chapter, the court may issue, in addition to imposing a civil penalty, an injunction restraining the company from conducting further affairs in this state and from further exercising the company's rights and privileges in this state.
(b) An injunction issued under (a) of this section may continue until the civil penalties, interest, and court costs assessed by the court have been paid and until the foreign limited liability company otherwise complies with this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 13. Foreign Limited Liability Companies. › Sec. 10.50.720. Transactions not constituting conducting affairs.

The activities of a foreign limited liability company that are not considered to be conducting affairs in this state for the purposes of AS 10.50.600 - 10.50.720 include
(1) maintaining, defending, or settling a court action or other proceeding or a claim;
(2) holding meetings of the members or managers of the company;
(3) maintaining bank accounts;
(4) selling through independent contractors;
(5) soliciting or procuring orders by mail, through employees, agents, or otherwise, if the orders require acceptance outside the state before becoming binding contracts;
(6) creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interests in real or personal property;
(7) securing or collecting debts, or enforcing rights in property securing debts;
(8) conducting an isolated transaction that is completed within 30 days and that is not part of a course of repeated transactions of a similar nature; or
(9) conducting affairs in interstate commerce.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 14. Court Actions By and Against Limited Liability Companies. › Sec. 10.50.735. Authority to sue on behalf of company.

(a) Except as provided in AS 10.50.320, and unless otherwise provided in an operating agreement of the company, a person may not bring a court action on behalf of a limited liability company in the name of the company unless the person is authorized under (b) or (c) or this section to bring the action.
(b) Whether or not the company is managed by a manager, a member of a limited liability company may bring a court action on behalf of the company in the name of the company if the member is authorized to bring the action by more than one-half of all of the members of the company who are eligible to consent to the authorization, unless a larger number of the members is required under AS 10.50.150(c) for the authorization. When determining whether the required number of members consent under AS 10.50.150, the total number of all members does not include a member who has an interest in the outcome of the action that is adverse to the interest of the company and the member with the adverse interest is excluded from determining the authorization.
(c) A manager of a limited liability company may bring a court action on behalf of the company in the name of the company if the manager is authorized to bring the action by the consent required under AS 10.50.150 of the members eligible to consent to the authorization. When determining the number of managers required to consent under AS 10.50.150, the number does not include a manager who has an interest in the outcome of the action that is adverse to the interest of the company and the manager with the adverse interest is excluded from determining the authorization.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 15. Biennial Report. › Sec. 10.50.755. Contents of biennial report.

A biennial report must set out
(1) the name of the company and the state or country where it is organized;
(2) the address of the registered office of the company in this state, and the name of its registered agent in this state at that address, and, in the case of a foreign limited liability company, the address of its principal office in the state or country where it is organized;
(3) the names and addresses of the managers of the company, or, if the company is not managed by a manager, the names and addresses of the members of the company;
(4) the name and address of each person owning at least a five percent interest in the company and the percentage of interest owned by that person in the company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 15. Biennial Report. › Sec. 10.50.760. Filing of biennial report.

(a) A biennial report required by AS 10.50.750 shall be filed with the department and is due before January 2 of the filing year. A limited liability company filing articles of organization and a foreign limited liability company registering during an even-numbered year shall file the biennial report each even-numbered year. A limited liability company filing articles of organization and a foreign limited liability company registering during an odd-numbered year shall file the biennial report each odd-numbered year. The biennial report is delinquent if not filed before February 1 of each odd- or even-numbered year as provided in this section.
(b) Proof to the satisfaction of the department that on or before February 1 the report was deposited in the United States mail in a sealed envelope, properly addressed with postage prepaid, is compliance with (a) of this section.
(c) The department shall file the report if it conforms to the requirements of this chapter. If the department finds that the report does not conform to the requirements of this chapter, the report shall promptly be returned to the company for necessary corrections.
(d) Upon receipt of a form from the department, a limited liability company shall file a biennial report within six months after original organization.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 15. Biennial Report. › Sec. 10.50.765. Filing interim notice of change of managers or managing members.

(a) In the event of a change of the manager of a limited liability company or of a foreign limited liability company registered under this chapter, or of a member of the company, if the members manage the company, during the first year of the biennial reporting period, the company shall file a notice of change amending the biennial report of the company before the following January 2.
(b) The notice shall be filed with the department and shall state the name and current mailing address of the manager or member not included in the company's last filed biennial report, and the name of the person replaced and the office held.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 16. Miscellaneous Provisions. › Sec. 10.50.800. Company certificates.

An operating agreement of a limited liability company may authorize the company to issue a certificate as evidence of a limited liability company interest. An operating agreement may also authorize and provide for the assignment or transfer of the interest represented by the certificate.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 16. Miscellaneous Provisions. › Sec. 10.50.810. Submission of documents to department.

When a document is required or allowed to be delivered to or filed with the department under this chapter, the person delivering the document shall deliver to the department the required fee, the original signed document, and an exact copy of the document.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 16. Miscellaneous Provisions. › Sec. 10.50.820. Filing of documents by department.

(a) If the department determines that a document filed under this chapter conforms to the filing requirements of this chapter, the department shall
(1) mark on the original signed document and on the exact copy the word “filed” and the date and time of the document's acceptance for filing;
(2) retain the original signed document in the department's files; and
(3) return the exact copy to the person who filed the document or to the person's representative.
(b) The department may not file a document if the requirements of this section are not met.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 16. Miscellaneous Provisions. › Sec. 10.50.830. Disapproval of writing by department; appeal.

If the department fails to approve articles of organization, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved by the department, the department shall, within 10 days after the delivery of the document to the department, give written notice of disapproval to the person, limited liability company, or foreign limited liability company, delivering the document, and specifying the reasons for disapproval. The person or company may appeal the disapproval to the superior court.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 16. Miscellaneous Provisions. › Sec. 10.50.840. Execution of documents.

(a) Unless otherwise provided in this chapter, a document required by this chapter to be filed with the department by or for a limited liability company shall be signed by
(1) a manager of the company if the company is managed by a manager;
(2) a member of the company if the articles of organization do not provide that the company is managed by a manager;
(3) a person organizing the company if the company is not organized;
(4) the fiduciary if the company is controlled by a receiver, trustee, or other court-appointed fiduciary.
(b) A person signing a document filed with the department under this chapter shall state beneath or opposite the signature the person's name and the capacity in which the person signs.
(c) A person signing a document filed with the department under this chapter may sign as an attorney-in-fact, but is not required to provide or file with the department a document authorizing the person to act as attorney-in-fact for the signing of a document.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 16. Miscellaneous Provisions. › Sec. 10.50.850. Filing and other fees.

The department shall charge fees established by the department by regulation adopted under AS 44.62 (Administrative Procedure Act) for
(1) filing the original articles of organization;
(2) filing an amendment of registration;
(3) filing articles of merger or consolidation;
(4) filing articles of dissolution;
(5) issuing a document not otherwise covered by this section;
(6) furnishing a copy of a document;
(7) accepting an application for reservation of a name, or filing a notice of the transfer or cancellation of a name reservation;
(8) filing a statement of change of address for a registered office or registered agent;
(9) accepting service of a notice, demand, or process upon the department;
(10) filing the application for registration of a foreign limited liability company;
(11) registering a name, reserving a name, or renewing a name registration under this chapter; or
(12) filing another document allowed or required under this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 16. Miscellaneous Provisions. › Sec. 10.50.860. Maintenance of records.

Unless otherwise provided in an operating agreement, a limited liability company shall keep at its main office
(1) current and past lists that state in alphabetical order the full name and last known mailing address of every member and manager of the company;
(2) a copy of the company's articles of organization and amendments to the articles, including a signed copy of a power of attorney used by a person who signed articles of amendment for the company;
(3) a copy of the company's federal, state, and local income tax returns and financial statements, if any, for the three most recent years or, if the returns and statements are not prepared, a copy of the information and statements provided to, or that should have been provided to, the members to enable the members to prepare their federal, state, and local tax returns for the three-year period;
(4) a copy of any effective operating agreement of the company, amendments to the agreement, and former operating agreements;
(5) unless contained in an operating agreement,
(A) a document stating the amount of cash contributed by a member of the company, the agreed value of other property or services contributed by a member, and when a member is to make additional contributions;
(B) a document stating the events, if any, that cause the company to be dissolved and its affairs wound up; and
(C) other documents that an operating agreement requires the company to prepare.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 16. Miscellaneous Provisions. › Sec. 10.50.870. Inspection of records.

(a) A limited liability company shall make its books and records of account, or certified copies of them, reasonably available for inspection and copying at its registered office or principal office in the state by a member of the company. Member inspection shall be upon written demand stating with reasonable particularity the purpose of the inspection. The inspection may be in person or by agent or attorney, at a reasonable time and for a proper purpose. Only books and records of account, minutes, and the record of members directly connected to the stated purpose of the inspection may be inspected or copied.
(b) A manager, or, if the company is not managed by a manager, a member, who, or a limited liability company that, refuses to allow a member, or the agent or attorney of the member, to examine and make copies from its books and records of account, minutes, and record of members, for a proper purpose, is liable to the member for a penalty in the amount of 10 percent of the value of the limited liability company interests owned by the member or $5,000, whichever is greater, in addition to other damages or remedy given the member by law. It is a defense to an action for penalties under this section that the person suing has within two years sold or offered for sale a list of members of the company or any other limited liability company or has aided or abetted a person in procuring a list of members for this purpose, or has improperly used information secured through a prior examination of the books and records of account, minutes, or record of members of the company or any other limited liability company, or was not acting in good faith or for a proper purpose in making the person's demand.
(c) Nothing in this chapter impairs the power of a court, upon proof by a member of a demand properly made and for a proper purpose, to compel the production for examination by the member of the books and records of account, minutes, and record of members of a limited liability company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 16. Miscellaneous Provisions. › Sec. 10.50.880. Disclosure of information.

The members of a limited liability company, if the articles of organization do not provide that the company is managed by a manager, or the manager of the company, if the articles of organization provide that the company is managed by a manager, shall provide, to the extent just and reasonable under the circumstances, true and full information of all matters that affect the members of a company to a member or to the legal representative of a deceased member or a member under a legal disability.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 16. Miscellaneous Provisions. › Sec. 10.50.890. Waiver of notice.

If notice is required to be given to a member or manager of a limited liability company under the provisions of this chapter or under the provisions of the articles of organization or an operating agreement of the company, a waiver of the notice in writing signed by the person entitled to notice, whether before or after the time stated for notice, is equivalent to the giving of notice.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 17. General Provisions. › Sec. 10.50.990. Definitions.

In this chapter, unless the context indicates otherwise,
(1) “articles of organization” means the articles of organization filed under AS 10.50.070 and the articles as amended or restated;
(2) “commissioner” means the commissioner of commerce, community, and economic development;
(3) “consolidation” means a consolidation authorized by AS 10.50.500;
(4) “corporation” means a corporation organized under the laws of this or another state, or of this or another country;
(5) “department” means the Department of Commerce, Community, and Economic Development;
(6) “filed,” unless expressly provided otherwise, means filed with the department;
(7) “foreign limited liability company” means an organization that is
(A) not incorporated;
(B) organized under the law of a state other than this state, or under the law of a foreign country;
(C) organized under a statute that affords to each of its members limited liability regarding the liabilities of the organization; and
(D) not required to be registered under a statute of this state other than this chapter;
(8) “interim distribution” means a distribution of the assets of a limited liability company to the company's members, except as provided under AS 10.50.425;
(9) “know” means to have actual knowledge or to know other facts that demonstrate bad faith in the circumstances; this definition applies also to the derivatives of “know,” including “known,” “unknown,” and “knowledge”;
(10) “limited liability company” or “domestic limited liability company” means an organization organized under this chapter;
(11) “limited liability company interest” means an interest in a limited liability company issued under AS 10.50.275;
(12) “limited partnership” means a limited partnership organized under AS 32.11 or under the law of another state or a foreign country;
(13) “manager” means a person who manages a limited liability company, if the articles of organization provide that the company is managed by a manager;
(14) “managing member” means a member of a limited liability company if the company's articles of organization do not provide that the company is managed by a manager;
(15) “member” means a person who has been admitted to membership in a limited liability company under AS 10.50.155 - 10.50.160 and whose membership has not ended under AS 10.50.180 - 10.50.185 or 10.50.205 - 10.50.225;
(16) “merger” means a merger authorized by AS 10.50.500;
(17) “operating agreement” means a written agreement among all of the members of a limited liability company about conducting the affairs of the company;
(18) “professional service” has the meaning given in AS 10.45.500;
(19) “property” includes cash;
(20) “state” means a state, territory, or possession of the United States, and includes the District of Columbia, the Commonwealth of Puerto Rico, the Northern Mariana Islands, Guam, the Virgin Islands, American Samoa, and the Trust Territory of the Pacific Islands.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 1. General Provisions. › Sec. 10.55.103. Relationship of this chapter to other laws.

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b) Except as expressly provided in this chapter, this chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.
(c) A transaction accomplished under this chapter may not create or impair any right or obligation of a person under a provision of the law of this state other than this chapter relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating corporation unless,
(1) if the corporation does not survive the transaction, the transaction satisfies any requirements of the provision; or
(2) if the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors that would be sufficient to create or impair the right or obligation directly under the provision.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 1. General Provisions. › Sec. 10.55.104. Required notice or approval.

(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger shall give the notice or obtain the approval in order to be a party to an interest exchange, conversion, or domestication.
(b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, or devised unless, to the extent required by or under the law of this state concerning the nondiversion of charitable assets, the entity obtains an appropriate order of the superior court specifying the disposition of the property.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 1. General Provisions. › Sec. 10.55.107. Reference to external facts.

A plan may refer to facts ascertainable outside of the plan if the manner in which the facts will operate on the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 1. General Provisions. › Sec. 10.55.108. Alternative means of approval of transactions.

Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval of the transaction.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 1. General Provisions. › Sec. 10.55.109. Dissenters' rights.

(a) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to dissenters' rights in connection with the transaction if the interest holder would have been entitled to dissenters' rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless
(1) the organic law permits the organic rules to limit the availability of dissenters' rights; and
(2) the organic rules provide the limit described in (1) of this subsection.
(b) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual dissenters' rights in connection with a transaction under this chapter to the extent provided
(1) in the entity's organic rules;
(2) in the plan; or
(3) in the case of a business corporation, by action of its governors.
(c) If an interest holder is entitled to contractual dissenters' rights under (b) of this section and the entity's organic law does not provide procedures for the conduct of a dissenters' rights proceeding, the interest holder is entitled to use the procedures established under AS 10.06.576 as if the interest holder were a dissenting shareholder of a corporation under AS 10.06.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 1. General Provisions. › Sec. 10.55.110. Excluded entities and transactions.

The following entities may not participate in a transaction under this chapter:
(1) a financial institution; in this paragraph, “financial institution” has the meaning given in AS 06.01.050;
(2) an insurer regulated by AS 21, including a fraternal benefit society regulated under AS 21.84;
(3) a business and industrial development corporation under AS 10.10;
(4) a BIDCO under AS 10.13;
(5) a cooperative under AS 10.15;
(6) a cooperative under AS 10.25 (Electric and Telephone Cooperative Act);
(7) a public corporation; or
(8) a municipality.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 1. General Provisions. › Sec. 10.55.120. Names.

Notwithstanding the other provisions of this chapter, if a domestic entity is created under this chapter or if the name of a domestic entity is changed under this chapter, the name of the domestic entity may not be a name that is reserved or registered to another entity under AS 10.35 and must comply with the name requirements of any organic law that applies to the domestic entity.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 2. Merger. › Sec. 10.55.201. Merger authorized.

(a) Except as otherwise provided in AS 10.55.201 - 10.55.206, by complying with AS 10.55.201 - 10.55.206,
(1) one or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and
(2) two or more foreign entities may merge into a domestic entity.
(b) Except as otherwise provided in this section, by complying with the provisions of AS 10.55.201 - 10.55.206 applicable to foreign entities, a foreign entity may be a party to a merger under AS 10.55.201 - 10.55.206 or may be the surviving entity in a merger if the merger is authorized by the law of the foreign entity's jurisdiction of organization.
(c) The provisions of AS 10.55.201 - 10.55.206 do not apply to
(1) a merger or consolidation under
(A) AS 10.06.530 - 10.06.562 or 10.06.960 (Alaska Corporations Code); or
(B) AS 10.50.500 - 10.50.565 (Alaska Revised Limited Liability Company Act); or
(2) a merger under
(A) AS 10.20.216 - 10.20.280 (Alaska Nonprofit Corporation Act); or
(B) AS 32.06.905 - 32.06.907 (Uniform Partnership Act).
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 2. Merger. › Sec. 10.55.202. Plan of merger.

(a) A domestic entity may become a party to a merger under AS 10.55.201 - 10.55.206 by approving a plan of merger. The plan must be in a record and contain
(1) as to each merging entity, the merging entity's name, jurisdiction of organization, and type;
(2) if the surviving entity is to be created in the merger, a statement to that effect and the surviving entity's name, jurisdiction of organization, and type;
(3) the manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property;
(4) if the surviving entity exists before the merger, any proposed amendments to the surviving entity's public organic document or private organic rules that are, or are proposed to be, in a record;
(5) if the surviving entity is to be created in the merger, the surviving entity's proposed public organic document, if any, and the full text of the surviving entity's private organic rules that are proposed to be in a record;
(6) the other terms and conditions of the merger; and
(7) any other provision required by the law of a merging entity's jurisdiction of organization or the organic rules of a merging entity.
(b) A plan of merger may contain any other provision not prohibited by law.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 2. Merger. › Sec. 10.55.203. Approval of merger.

(a) A plan of merger is not effective unless it has been approved
(1) by a domestic merging entity
(A) in accordance with the requirements, if any, in the merging entity's organic law and organic rules for approval of,
(i) in the case of an entity that is not a business corporation, a merger; or
(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation; or
(B) if neither the merging entity's organic law nor organic rules provide for approval of a merger described in (A)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic merging entity that will have interest-holder liability for liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation,
(A) the organic rules of the entity provide in a record for the approval of a merger in which some or all of the entity's interest holders become subject to interest-holder liability by the vote or consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A merger involving a foreign merging entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 2. Merger. › Sec. 10.55.204. Amendment or abandonment of plan of merger.

(a) A plan of merger of a domestic merging entity may be amended
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner provided in the plan; however, an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change
(A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, to be received by the interest holders of any party to the plan;
(B) the public organic document or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(b) After a plan of merger has been approved by a domestic merging entity and before a statement of merger becomes effective, the plan may be abandoned
(1) as provided in the plan; or
(2) unless prohibited by the plan, in the same manner as the plan was approved.
(c) If a plan of merger is abandoned after a statement of merger has been filed with the department and before the filing becomes effective, a statement of abandonment, signed on behalf of a merging entity, must be filed with the department before the time the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain
(1) the name of each merging or surviving entity that is a domestic entity or a qualified foreign entity;
(2) the date on which the statement of merger was filed; and
(3) a statement that the merger has been abandoned in accordance with this section.