reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 6. Membership. › Sec. 10.50.170. Rights, powers, and liabilities of assignee who becomes a member.

(a) An assignee who becomes a member has, to the extent assigned, the rights and powers of a member under the articles of organization, an operating agreement, and this chapter, and is subject to the restrictions and liabilities of a member under the articles of organization, an operating agreement, and this chapter.
(b) In addition to the liabilities imposed under (a) of this section, an assignee of a limited liability company interest who becomes a member of the company is liable for an obligation of the assignor to make a contribution under AS 10.50.280 that is not imposed by the articles of organization, an operating agreement, or otherwise by this chapter.
(c) Notwithstanding (a) and (b) of this section, an assignee who becomes a member is not liable for liabilities that are unknown to the assignee when the assignee becomes a member and that cannot be determined from the written records of the company maintained under AS 10.50.860.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 6. Membership. › Sec. 10.50.180. Rights of assignor when assignee becomes a member.

Unless otherwise provided in an operating agreement of the company, when an assignee of a member's limited liability company interest becomes a member of the company with respect to the assignor's entire interest, the assignor ceases to be a member or to have the power to exercise the rights of a member.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 6. Membership. › Sec. 10.50.185. Resignation of member.

(a) A member may not resign from a limited liability company except at the time or upon the happening of events specified in the operating agreement of the company and in accordance with the operating agreement of the company.
(b) Notwithstanding anything to the contrary under applicable law, unless an operating agreement of the company provides otherwise, a member may not resign from a limited liability company before the dissolution and winding up of the limited liability company.
(c) If the resignation of a member violates an operating agreement of the company, in addition to any remedy otherwise available under applicable law, a limited liability company may recover from the resigning member damages for breach of the operating agreement and may offset the damages against the amount otherwise distributable to the resigning member.
(d) Unless otherwise provided in an operating agreement of the company and except for termination under AS 10.50.205, after a member resigns from a limited liability company, the rights of the former member are those of an assignee.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 6. Membership. › Sec. 10.50.205. Removal of member.

(a) A person's membership in a limited liability company may not be terminated by removal except as provided by (b) or (c) of this section.
(b) Except as provided in (c) of this section, a person's membership in a limited liability company terminates if the person assigns all of the person's interest in the company and if a majority of the members who have not assigned their interests in the company authorize the removal of the person as a member.
(c) If an operating agreement of the company provides for the removal of a member with or without cause, a person's membership in a limited liability company terminates if the person is removed as a member in the manner and under the circumstances provided in the agreement.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 6. Membership. › Sec. 10.50.210. Effect of death or incompetency on membership.

Unless otherwise provided in an operating agreement or by the written consent of all of the members at the time, the membership of a member of a limited liability company who is an individual terminates if the member dies, or if a court of competent jurisdiction enters an order adjudicating the member incompetent to manage the member's person or property.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 6. Membership. › Sec. 10.50.215. Termination of membership held by trust, trustee, or estate.

(a) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, the limited liability company membership held by a trust or trustee terminates when the trust terminates. In this subsection, “terminates” does not include the substitution of a new trustee.
(b) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, the limited liability company membership held by an estate terminates when the estate's entire limited liability company interest is distributed by the fiduciary of the estate.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 6. Membership. › Sec. 10.50.220. Termination on dissolution of member.

(a) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, a limited liability company membership of a member that is a separate limited liability company terminates when the member dissolves and begins to wind up its affairs.
(b) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, a limited liability company membership of a member that is a corporation terminates when the corporation is dissolved and 90 days lapse without reinstatement.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 6. Membership. › Sec. 10.50.225. Other events terminating membership.

(a) Unless otherwise provided in writing in an operating agreement of the company or authorized by the written consent of all of the members of the company at the time, a person's membership in a limited liability company terminates when the person
(1) makes an assignment for the benefit of creditors;
(2) files a voluntary petition in bankruptcy;
(3) is adjudicated a bankrupt or insolvent;
(4) files a petition or answer seeking for the person a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under law;
(5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in a proceeding in the nature of (1) - (4) of this subsection; or
(6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or a substantial part of the person's property.
(b) Unless otherwise provided in writing in an operating agreement of the company or consented to in writing by all of the members of the company at the time, a person's membership in a limited liability company terminates when
(1) a proceeding against the person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief is not dismissed within 120 days after the commencement of the proceeding; or
(2) an appointment, without the person's consent, of a trustee, receiver, or liquidator of the person or of all or a substantial part of the person's property is not vacated or stayed within 120 days after the appointment or after the expiration of the stay.
(c) The members of a limited liability company may provide in writing in an operating agreement that other events terminate a membership.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 7. Relationship to Third Parties. › Sec. 10.50.250. Agency power of members and managers.

(a) Except as provided in (b) and (c) of this section, a member of a limited liability company is an agent of the company for the purpose of conducting the company's affairs. A member's act, including the execution of an instrument in the name of the company, that appears to be performed in the usual and customary way of conducting business, binds the company, unless the member does not in fact have the authority to act for the company in the particular matter and the person with whom the member is dealing knows that the member does not have the authority to act for the company in the particular matter.
(b) If a limited liability company is managed by a manager, a member is not, solely by reason of being a member, an agent of the company.
(c) If a limited liability company is managed by a manager, a manager is an agent of a limited liability company for the purpose of conducting its affairs, and a manager's act, including the execution of an instrument in the name of the company, that appears to be performed in the usual and customary way of conducting business binds the company, unless the manager does not in fact have the authority to act for the company in the particular matter and the person with whom the manager is dealing knows that the manager does not have the authority to act for the company in the particular matter.
(d) A limited liability company manager's or member's act that does not appear to be performed in the usual and customary way of conducting business does not bind the company, unless the act is authorized by an operating agreement of the company when the act is performed or at another time.
(e) A limited liability company manager's or member's act that contravenes a restriction on the manager's or member's authority does not bind the company with regard to persons who know about the restriction.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 7. Relationship to Third Parties. › Sec. 10.50.255. Admissions and representations by members and managers.

(a) Except as provided in (b) of this section, an admission or representation made by a member of a limited liability company about the affairs of the company is evidence against the company if the admission or representation is within the scope of the member's authority under this chapter.
(b) If a limited liability company is managed by a manager, an admission or representation made by a
(1) manager about the affairs of the company is evidence against the company if the admission or representation is within the scope of the manager's authority under this chapter; and
(2) member, acting solely in the capacity of a member, is not evidence against the company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 7. Relationship to Third Parties. › Sec. 10.50.260. Limited liability company charged with knowledge of or notice to member or manager.

(a) Except as provided in (b) and (c) of this section, and except for a fraud on the company committed by or with the consent of the member who has the knowledge or receives the notice, the following operate as notice to or knowledge of a limited liability company:
(1) notice given to a company member of a matter relating to the affairs of the company;
(2) the knowledge of a company member acting in the particular matter, whether acquired while a member or known at the time of becoming a member; and
(3) the knowledge of a company member who reasonably could and should have communicated the knowledge to a member acting in the particular matter.
(b) If the company is managed by a manager, the following operate as notice to or knowledge of a limited liability company, except for a fraud on the company committed by or with the consent of the manager who has the knowledge or receives the notice:
(1) notice given to a manager of a matter relating to the affairs of the limited liability company;
(2) the knowledge of the manager acting in the particular matter, acquired while a manager or known at the time of becoming a manager; and
(3) the knowledge of a company manager who reasonably could and should have communicated the knowledge to the manager acting in the particular matter.
(c) If the company is managed by a manager, notice to, or the knowledge of, a member of a limited liability company while the member is acting solely in the capacity of a member does not operate as notice to or knowledge of the company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 7. Relationship to Third Parties. › Sec. 10.50.265. Liability of members to third parties.

A person who is a member of a limited liability company or a foreign limited liability company is not liable, solely by reason of being a member, under a judgment, decree, or order of a court, or in another manner, for a liability of the company to a third party, whether the liability arises in contract, tort, or another form, or for the acts or omissions of another member, manager, agent, or employee of the company to a third party.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 8. Contributions. › Sec. 10.50.280. Liability for contributions.

(a) Notwithstanding AS 09.25.010 - 09.25.020, a promise by a member of a limited liability company to contribute property or services to the company is not enforceable unless the promise is stated in a writing signed by the member.
(b) Unless otherwise provided in an operating agreement of the company, a member of a limited liability company is liable for performing an enforceable promise made to the company to contribute property or services, even if the member is unable to perform because of death, disability, or another reason.
(c) If a member of a limited liability company does not make the member's required contribution of property or services, the member shall, at the option of the company, contribute cash equal to that portion of value of the required contribution that has not been made.
(d) Unless otherwise provided in an operating agreement of the company, an assignor of a limited liability company interest is not released from the assignor's liability to the company under this section, even if the assignee becomes a member with respect to the assigned interest.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 9. Distributions. › Sec. 10.50.290. Repayment of contribution and sharing of profits and other assets.

Subject to AS 10.50.305 - 10.50.320, and unless otherwise provided in an operating agreement of the company, a member of a limited liability company shall be repaid the member's contribution to capital and shares equally in the profits and other assets of the company remaining after all liabilities, including liabilities to members, are satisfied.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 9. Distributions. › Sec. 10.50.295. Interim distributions under operating agreement.

Subject to AS 10.50.305 - 10.50.320, if a limited liability company makes an interim distribution of its assets to its members, the company shall make the distribution to the members in the manner provided in an operating agreement of the company. The operating agreement of the company may authorize different interim distributions for different classes of members.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 9. Distributions. › Sec. 10.50.300. Interim distributions without operating agreement.

Subject to AS 10.50.305 - 10.50.320, if an operating agreement of the company does not provide for the interim distribution of the assets of the company, when a limited liability company makes an interim distribution of its assets, the interim distributions to each member of the company shall be equal.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 9. Distributions. › Sec. 10.50.305. Restrictions on distributions.

(a) A distribution may not be made by a limited liability company if, after giving effect to the distribution,
(1) the company would not be able to pay its debts as they become due in the usual course of conducting its affairs; or
(2) the limited liability company's assets would be less than the sum of its liabilities plus, unless otherwise provided in an operating agreement, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other members upon dissolution that are superior to the rights of the member receiving the distribution.
(b) A limited liability company may base a determination that a distribution is not prohibited under (a) of this section on
(1) financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or
(2) a fair valuation or other method that is reasonable under the circumstances.
(c) Except as provided in (e) of this section, the effect of a distribution in accordance with (a) of this section is measured as of the date
(1) the distribution is authorized if the payment occurs within 120 days after the date of authorization; or
(2) payment is made if the payment occurs more than 120 days after the date of authorization.
(d) If the terms of an indebtedness provide that payment of principal and interest is to be made only if and to the extent that payment of a distribution to members could then be made under this section, indebtedness of a limited liability company, including indebtedness issued as a distribution, is not a liability for purposes of determinations made under (b) of this section.
(e) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, and the effect of the distribution is measured on the date the payment is actually made.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 9. Distributions. › Sec. 10.50.315. Additional restrictions in articles or agreement.

Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a company's own limited liability company interests by provision in the articles of organization or operating agreement of the limited liability company or in another agreement entered into by the company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 9. Distributions. › Sec. 10.50.320. Liability of members receiving prohibited distributions; suit against members.

(a) A member of a limited liability company who receives a distribution prohibited by this chapter with knowledge of facts indicating the impropriety of the distribution is liable to the company for the benefit of all of the creditors or members entitled to institute an action under (b) of this section for the amount received by the member with interest at the legal rate on judgments until paid. The liability of the member under this subsection may not exceed the liabilities of the company owed to nonconsenting creditors at the time of the violation and the injury suffered by nonconsenting members.
(b) Suit may be brought in the name of the company to enforce the liability to
(1) creditors arising under (a) of this section for a violation of AS 10.50.305 against any or all members liable by any one or more creditors of the company whose debts or claims arose before the time of the distribution to members and who have not consented to the distribution, whether or not they have reduced their claims to judgment; or
(2) members arising under (a) of this section for a violation of AS 10.50.305 against any or all members liable by any one or more members holding preferred limited liability company interests outstanding at the time of the distribution who have not consented to the distribution, without regard to the provisions of AS 10.50.735.
(c) A member sued under this section may compel contribution from all other members liable under this section.
(d) This section does not affect the liability that a member may have under other applicable law.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 9. Distributions. › Sec. 10.50.330. Time for interim distributions.

A member of a limited liability company is entitled to receive interim distributions under AS 10.50.295 - 10.50.300 at the times or upon the happening of the events specified in an operating agreement of the company, or at the times determined by the members or managers under AS 10.50.150.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 9. Distributions. › Sec. 10.50.340. Distribution in kind.

(a) Unless otherwise provided in an operating agreement of the company, a member, regardless of the nature of the member's contribution, may not demand and receive a distribution from a limited liability company in a form other than cash.
(b) Unless otherwise provided in an operating agreement of the company, a limited liability company may not compel a member of the company to accept from the company a distribution of a company asset in a form other than cash to the extent that the percentage of the asset distributed to the member exceeds the percentage that the member would have shared in a cash distribution equal to the value of the asset at the time of distribution.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 9. Distributions. › Sec. 10.50.345. Right to distribution.

When a member of a limited liability company is entitled to receive a distribution from the company, the member is a creditor of the company with respect to the distribution, and is entitled to all remedies available to a creditor of the company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 10. Ownership and Transfer of Property; Creditors. › Sec. 10.50.350. Ownership of company property.

(a) Property transferred to or otherwise acquired by a limited liability company is the property of the company and is not the property of the members individually.
(b) A limited liability company shall acquire, hold, and convey property, including real property, in the name of the company. If a limited liability company acquires an interest in property, the company holds the title to the interest and not the members individually.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 10. Ownership and Transfer of Property; Creditors. › Sec. 10.50.355. Transfer of property.

(a) Except as provided in (b) of this section, a limited liability company may transfer the property of the company if the company uses an instrument of transfer signed by a member of the company in the name of the company.
(b) If the company is managed by a manager,
(1) title to limited liability company property may be transferred by an instrument of transfer signed by a manager of the company in the name of the company; and
(2) a member, solely by reason of being a member, does not have the authority to transfer the property of the company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 10. Ownership and Transfer of Property; Creditors. › Sec. 10.50.360. Recovery of property.

A limited liability company may recover property transferred under AS 10.50.355 if the company proves that the execution of the instrument of transfer did not bind the company under AS 10.50.250, unless the property has been transferred by the initial transferee, or by a person claiming through the initial transferee, to a subsequent transferee who gives value without having notice that the person who signed the instrument of initial transfer lacked authority to bind the company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 10. Ownership and Transfer of Property; Creditors. › Sec. 10.50.375. Assignment of interest in company.

(a) A person may assign a limited liability company interest in whole or in part.
(b) The assignment of a limited liability company interest entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor is entitled.
(c) The assignment of a limited liability company interest does not dissolve the company or entitle the assignee to participate in the management and affairs of the company, to become a member, or to exercise the rights of a member. Unless the assignee of the interest becomes a member with respect to the interest, the assignor continues to be a member and may exercise the rights of a member, subject to the members' right to remove the assignor under AS 10.50.205.
(d) Unless the assignee becomes a member, an assignee of a limited liability company interest is not liable as a member solely as a result of the assignment.
(e) The assignor of a limited liability company interest is not released, solely as a result of the assignment, from the assignor's liability as a member.
(f) An operating agreement may establish terms different from those in (a) - (e) of this section.
(g) Unless otherwise provided in an operating agreement of the company, the pledge of, or granting of a security interest, lien, or other encumbrance in or against, a part or all of a member's limited liability company interest is not an assignment under this section and does not terminate the membership or the rights and powers of the member.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 10. Ownership and Transfer of Property; Creditors. › Sec. 10.50.380. Rights of judgment creditors.

(a) If a judgment creditor of a limited liability company member applies to a court of competent jurisdiction, the court may charge the member's limited liability company interest for payment of the unsatisfied amount of the judgment.
(b) To the extent a limited liability company interest is charged under (a) of this section, the judgment creditor has only the rights of an assignee of the member's interest.
(c) This section provides the exclusive remedy that a judgment creditor of a member or a member's assignee may use to satisfy a judgment out of the judgment debtor's interest in the limited liability company. Other legal or equitable remedies, including foreclosure on the member's limited liability company interest and a court order for directions, accounts, and inquiries that the debtor member might have made, are not available to the judgment creditor attempting to satisfy a judgment out of the judgment debtor's interest in the limited liability company and may not be ordered by a court.
(d) This section does not deprive a member of the benefit of an exemption applicable to the member's membership interest.
(e) This section applies to limited liability companies with only one member as well as to limited liability companies with more than one member.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 10. Ownership and Transfer of Property; Creditors. › Sec. 10.50.385. Rights of estate or legal representative of deceased or incompetent member.

If a member who is an individual dies or if a court of competent jurisdiction determines the member to be incompetent to manage the member's person or property, the member's executor, administrator, guardian, conservator, or other legal representative has the rights of an assignee of the member's interest, if the member's interest has not been terminated.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 11. Dissolution. › Sec. 10.50.400. Dissolution.

A limited liability company is dissolved and its affairs shall be wound up when the first of the following occurs:
(1) at the time or on the happening of events specified for dissolution in an operating agreement of the company;
(2) all of the members of the company consent in writing; or
(3) the superior court enters a decree for judicial dissolution of the company under AS 10.50.405.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 11. Dissolution. › Sec. 10.50.410. Authority to wind up.

Unless otherwise provided in an operating agreement, the affairs of a limited liability company may be wound up by the
(1) members or managers who have authority under AS 10.50.110 to manage the company before dissolution; or
(2) superior court on the application of a member of the company or the member's legal representative or assignee if
(A) a member or manager identified in (1) of this subsection has engaged in wrongful conduct; or
(B) other cause is shown.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 11. Dissolution. › Sec. 10.50.415. Acts of winding up.

Unless otherwise provided in an operating agreement of the company, a person winding up the affairs of a limited liability company may, in the name of, and for and on behalf of, the company,
(1) prosecute and defend court actions;
(2) settle and close the affairs of the company;
(3) dispose of and transfer the property of the company;
(4) discharge the liabilities of the company; and
(5) distribute to the members the assets of the company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 11. Dissolution. › Sec. 10.50.420. Agency power of manager or member after dissolution.

(a) Except as provided in (b) - (d) of this section, after dissolution of a limited liability company, a member having authority to wind up the company's affairs can bind the company by an act that
(1) is appropriate for winding up the company's affairs or completing transactions unfinished at dissolution; or
(2) would have bound the company if the company had not been dissolved, if the other party to the transaction does not have notice of the dissolution; in this paragraph, filing the articles of dissolution is presumed to constitute notice of the dissolution.
(b) A member's act that is not binding on the limited liability company under (a) of this section binds the company if the act is otherwise authorized by the company.
(c) A member's act that violates a restriction on the member's authority does not bind the member's limited liability company with regard to a person who knows about the restriction, even if the member's act would otherwise be binding under (a) of this section or is otherwise authorized.
(d) If the company is managed by a manager, a member does not have the authority to bind the company if the member is acting solely in the capacity of a member, and a manager of the company can bind the company by an act that
(1) is appropriate for winding up the company's affairs or completing transactions unfinished at dissolution; or
(2) would have bound the company if the company had not been dissolved if the other party to the transaction does not have notice of the dissolution; in this paragraph, filing the articles of dissolution is presumed to constitute notice of the dissolution.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 11. Dissolution. › Sec. 10.50.425. Distribution of assets.

Upon the winding up of a limited liability company, the assets of the company shall be distributed in the following manner and order of priority:
(1) payment, or adequate provision for payment, to creditors, including, to the extent permitted by law, members who are creditors and not covered by (2) of this section, in satisfaction of the liabilities of the company;
(2) unless otherwise provided in an operating agreement of the company, payment to members or former members in satisfaction of the company's liabilities for distributions under AS 10.50.295 - 10.50.330;
(3) unless otherwise provided in an operating agreement of the company, to members and former members in the following order of priority:
(A) for the return of their contributions; and
(B) in proportion to the members' respective rights to share in distributions from the company before dissolution.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 11. Dissolution. › Sec. 10.50.430. Articles of dissolution.

After the dissolution of a limited liability company under AS 10.50.400, the limited liability company may file articles of dissolution with the department. The articles must state
(1) the name of the company;
(2) the date of filing of the company's articles of organization and of any amendments to the articles of organization;
(3) the reason for filing the articles of dissolution;
(4) the effective date, which must be a specific date, of the articles of dissolution if the articles of dissolution are not to be effective when filed; and
(5) other information determined appropriate by the members or managers filing the articles.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 11. Dissolution. › Sec. 10.50.435. Known claims against dissolved limited liability company.

(a) Upon dissolution, a limited liability company may dispose of the known claims against it by filing articles of dissolution under AS 10.50.430 and following the procedures described in this section.
(b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must
(1) describe the information that must be included in the claim;
(2) provide a mailing address where the claim may be sent;
(3) state the deadline, which may not be fewer than 120 days after the later of the date of the written notice or the filing of articles of dissolution under AS 10.50.430, for the company to receive the claim; and
(4) state that the claim is barred if it is not received by the company by the deadline.
(c) A claim against a limited liability company is barred if a claimant
(1) who was given written notice under (b) of this section does not deliver the claim to the company by the deadline; or
(2) whose claim is rejected by the company does not begin a proceeding to enforce the claim within 90 days after the date of the rejection notice.
(d) In this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 11. Dissolution. › Sec. 10.50.440. Unknown claims against dissolved limited liability company.

(a) If a limited liability company publishes a newspaper notice in accordance with (b) of this section and files articles of dissolution under AS 10.50.430, the following claims are barred unless the claimant commences a proceeding to enforce the claim against the company within three years after the later of the publication date of the newspaper notice or the filing of the articles of dissolution:
(1) a claim by a claimant who did not receive written notice under AS 10.50.435;
(2) a claim sent within the time allowed if the company does not act on the claim;
(3) a claim that is contingent or based on an event occurring after the effective date of dissolution.
(b) The notice published under (a) of this section shall be published once in a newspaper of general circulation in the judicial district where the company's principal office, or its registered office if it does not have a principal office in this state, is located in this state, and must
(1) describe the information that must be included in a claim;
(2) provide a mailing address where the claim may be sent;
(3) state that a claim against the company is barred unless a proceeding to enforce the claim is begun within three years after the publication of the notice; and
(4) request that persons with claims against the company present them in writing to the company as provided in the notice.
(c) A claim may be enforced under this section
(1) against the company to the extent of the company's undistributed assets; or
(2) if the company's assets have been distributed in liquidation, against a member of the company to the extent of the member's pro rata share of the claim or of the assets of the company distributed to the member in liquidation, whichever is less; a member's total liability for all claims under this section may not exceed the total amount of assets of the company that are distributed to the member.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 12. Merger, Consolidation, and Conversion. › Sec. 10.50.500. Authority for merger or consolidation.

Unless otherwise provided in an operating agreement of the company, and subject to the law applicable to the other limited liability company, a limited liability company may merge or consolidate with or into a limited liability company or a foreign limited liability company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 12. Merger, Consolidation, and Conversion. › Sec. 10.50.510. Approval or abandonment of merger or consolidation.

(a) Unless otherwise provided in an operating agreement of the company, a limited liability company may not approve a proposed merger or consolidation unless the merger or consolidation is approved by all of the members of the company.
(b) A foreign limited liability company that is a party to a proposed merger or consolidation may not approve the merger or consolidation unless the merger or consolidation is approved in the manner and by the vote required by the law applicable to the foreign limited liability company.
(c) A party to a merger or consolidation under this chapter may abandon the merger or consolidation as provided in the merger or consolidation agreement.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 12. Merger, Consolidation, and Conversion. › Sec. 10.50.515. Filing of articles of merger or consolidation.

The limited liability company that survives or results from a merger or consolidation under this chapter shall file with the department articles of merger or consolidation signed by each limited liability company that is a party to the merger or consolidation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 12. Merger, Consolidation, and Conversion. › Sec. 10.50.520. Contents of articles of merger or consolidation.

The articles of merger or consolidation required by AS 10.50.515 must state
(1) the name of each limited liability company that is a party to the merger or consolidation;
(2) the jurisdiction where each limited liability company that is a party to the merger or consolidation was organized;
(3) that an agreement of merger or consolidation has been approved and signed by each limited liability company that is a party to the merger or consolidation;
(4) the name of the surviving or resulting limited liability company;
(5) the future effective date, which must be a specific date, of the merger or consolidation if the merger or consolidation is not effective when the articles are filed;
(6) that the agreement of merger or consolidation is on file at an office of the surviving or resulting limited liability company and the address of the office;
(7) that a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting limited liability company on request and without cost to a person holding an interest in a limited liability company that is a party to the merger or consolidation;
(8) if the surviving or resulting limited liability company is not organized under the laws of this state, a statement that the surviving or resulting limited liability company
(A) agrees that it may be served with process in this state in a proceeding to enforce an obligation of a company that is a party to the merger or consolidation and that was organized under the laws of this state, and to enforce an obligation of the surviving or resulting company;
(B) appoints the department as its agent for service of process in an enforcement proceeding under (A) of this paragraph; and
(C) the address to which a copy of the process may be mailed to the surviving or resulting company by the department.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 12. Merger, Consolidation, and Conversion. › Sec. 10.50.535. Effective date of merger or consolidation.

A merger or consolidation under AS 10.50.500 - 10.50.565 takes effect upon the later of the effective date of the filing of the articles of merger or consolidation or an effective date stated in the articles of merger or consolidation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 12. Merger, Consolidation, and Conversion. › Sec. 10.50.540. Use of merger or consolidation agreement to amend or adopt operating agreement.

(a) An agreement of merger or consolidation approved under AS 10.50.510 may amend an operating agreement of a limited liability company or adopt a new operating agreement for the company if the company is the surviving or resulting limited liability company in the merger or consolidation.
(b) An approved agreement of merger or consolidation may provide that the operating agreement of a limited liability company that is a party to the merger or consolidation, including a limited liability company organized for the purpose of consummating a merger or consolidation, is the operating agreement of a limited liability company that is the surviving or resulting limited liability company.
(c) An amendment to an operating agreement or the adoption of a new operating agreement under this section is effective when the merger or consolidation is effective.
(d) This subsection is not intended to limit the accomplishment of a merger or of a matter referred to in this section by other means provided for in an operating agreement or in another agreement or as otherwise permitted by law.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 12. Merger, Consolidation, and Conversion. › Sec. 10.50.545. General effects of merger or consolidation.

(a) When a merger or consolidation becomes effective, the limited liability companies that are parties to a merger or consolidation agreement become a single limited liability company that, in the case of a merger, is the limited liability company named in the plan of merger as the surviving limited liability company, and, in the case of a consolidation, is the limited liability company named in the plan of consolidation as the resulting limited liability company.
(b) When a merger or consolidation becomes effective, a limited liability company that is a party to the merger or consolidation agreement and that is not the surviving or resulting limited liability company ceases to exist.
(c) The surviving limited liability company of a merger or the limited liability company resulting from a consolidation possesses all the rights, privileges, immunities, and powers of each limited liability company that is a party to the merger or consolidation agreement and is subject to all the restrictions, disabilities, and duties of each limited liability company that is a party to the merger or consolidation to the extent the rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties apply to the type of limited liability company that is the surviving limited liability company or the resulting limited liability company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 12. Merger, Consolidation, and Conversion. › Sec. 10.50.550. Effect of merger or consolidation on property of companies.

The real and personal property, the debts due, including promises to make capital contributions, other choses in action, and the other interests of the limited liability companies that are parties to a merger or consolidation belong to the surviving or resulting limited liability company without further action by the companies.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 12. Merger, Consolidation, and Conversion. › Sec. 10.50.555. Effect of merger or consolidation on liabilities and proceedings.

(a) The surviving or resulting limited liability company in a merger or consolidation is liable for the liabilities of the limited liability companies that are parties to the merger or consolidation.
(b) A claim, action, or other proceeding that exists at the time of the merger or consolidation and that is pending by or against a limited liability company that is a party to a merger or consolidation may be pursued as if the merger or consolidation had not taken place, or the surviving or resulting limited liability company may be substituted in the claim, action, or other proceeding.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 12. Merger, Consolidation, and Conversion. › Sec. 10.50.560. Rights of creditors and liens.

The rights of creditors and liens on the property of a limited liability company that is a party to a merger or consolidation are not impaired by the merger or consolidation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 12. Merger, Consolidation, and Conversion. › Sec. 10.50.565. Conversion or exchange of interests at merger or consolidation.

(a) Upon a merger or consolidation, the limited liability company interests that are to be converted or exchanged into interests, cash, obligations, or other property under the terms of a merger or consolidation agreement are converted as provided by the merger or consolidation agreement.
(b) Upon a merger or consolidation, the former holders of interests converted under (a) of this section have the rights provided in the merger or consolidation agreement or otherwise provided by law.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 12. Merger, Consolidation, and Conversion. › Sec. 10.50.580. Other transactions.

Under AS 10.55 (Alaska Entity Transactions Act), a limited liability company may enter into mergers, interest exchanges, conversions, and domestications that are not covered by AS 10.50.500 - 10.50.565.