reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 40. Religious Corporations › Sec. 10.40.015. Distinguishable name.

A corporate name must be distinguishable on the records of the Department of Commerce, Community, and Economic Development from the name of another organized entity and from a reserved or registered name. The department may adopt regulations to enforce this section. In this section, “organized entity” and “reserved or registered name” have the meanings given in AS 10.35.040.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 40. Religious Corporations › Sec. 10.40.020. Execution of articles of incorporation.

An archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, of a church or religious society, who has been chosen, elected, or appointed in conformity with the constitution, canons, rites, regulations, or discipline of the church or religious society, and in whom is vested the legal title to the property of the church or religious society, may execute written articles of incorporation in triplicate, acknowledged before an officer authorized to take acknowledgments.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 40. Religious Corporations › Sec. 10.40.030. Filing and recording of articles of incorporation.

One copy of the articles shall be filed with the Department of Commerce, Community, and Economic Development; one copy shall be filed in the office of the clerk of the superior court in the judicial district in which the principal place of business of the corporation is to be located; and one copy shall be retained by the corporation. Each copy filed shall be recorded in a book kept for that purpose.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 40. Religious Corporations › Sec. 10.40.040. Contents of articles of incorporation.

The articles of incorporation must specify
(1) the name of the corporation;
(2) the purpose of the corporation;
(3) the estimated value of its property at the time of executing the articles of incorporation;
(4) the title of the person executing the articles; and
(5) the name and address of the person upon whom process may be served.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 40. Religious Corporations › Sec. 10.40.050. Amendment of articles and change of seal.

A corporation formed under this chapter may alter or amend its articles of incorporation and change its seal. The amendment and change of seal shall be made by the corporation and executed by the person who executed the original articles of incorporation, or by a successor in office, and shall be filed and recorded in the same office and in the same manner as is provided for filing the original articles.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 40. Religious Corporations › Sec. 10.40.070. Corporate powers.

A corporation organized under this chapter may
(1) acquire by donation, gift, bequest, devise, or purchase, and hold and maintain real and personal property, and grant, sell, convey, or otherwise dispose of property as may be necessary to carry on or promote the objects of the corporation, but not for the purpose of obtaining revenue or profits from the property;
(2) borrow money and give written obligations for repayment, and give mortgages or other liens upon real or personal property to secure payment of written obligations, when necessary to promote the objects of the corporation;
(3) enter into contracts;
(4) sue and be sued;
(5) adopt and use a common seal by which all deeds and acts of the corporation may be authenticated.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 40. Religious Corporations › Sec. 10.40.110. Succession to property upon death, resignation, or removal of person incorporated as corporation sole.

In the event of the death or resignation of the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or member of the clergy, who has formed a corporation under this chapter, or such a person's removal from office by the person or body having removal authority, the successor in office as the corporation sole is vested with the title of all property held by the successor's predecessor with the same power and authority over the property, subject to all the legal liabilities and obligations with reference to the property. The successor shall record in the office of each recording district in which the corporation owns real property a certificate of the successor's commission or certified copy of a letter of election or appointment.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 40. Religious Corporations › Sec. 10.40.120. Succession to property on death, resignation, or removal of person not incorporated as corporation sole.

Upon the death, resignation, or removal of an archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or member of the clergy, who at the time of death, resignation, or removal was holding the title to trust property for the use or benefit of a church or religious society and not incorporated under this chapter as a corporation sole, the title to all property held by that person does not revert to the donor nor pass to the heirs of the deceased person, but is in abeyance until a successor is appointed to fill the vacancy. Upon the appointment of the successor the title of all the property held by the predecessor immediately vests in the person appointed to fill the vacancy.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 40. Religious Corporations › Sec. 10.40.130. Service of process.

(a) A corporation organized under this chapter shall continuously maintain on file with the department the name and address of a person designated to act as agent for the purpose of accepting service of process.
(b) When a corporation fails to designate such a person and maintain this information on file, the commissioner is the agent upon whom process may be served. Service on the commissioner shall be made in the same manner as provided in AS 10.06.
(c) [Repealed, § 61 ch 50 SLA 1989.]
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 40. Religious Corporations › Sec. 10.40.140. Fees and penalties.

(a) Any document required to be filed with the commissioner under this chapter shall be accompanied by a fee to be established by the department by regulation.
(b) The commissioner shall collect a penalty of $5 a year or fraction of a year of the amount due from any corporation that fails to file any document or pay any fee within the time prescribed by this chapter.
(c) [Repealed, § 28 ch 90 SLA 1991.]
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 40. Religious Corporations › Sec. 10.40.150. Involuntary dissolution.

(a) The commissioner, upon 60 days notice to the corporation, may involuntarily dissolve a corporation formed under this chapter, for
(1) failure to file within 60 days of the close of the calendar year the report mentioned in AS 10.40.105;
(2) failure to comply with AS 10.40.130(a); and
(3) failure for six months to pay any fee or penalty required by this chapter.
(b) Before dissolving a corporation under (a) of this section, the commissioner shall give the corporation written notice of the pending dissolution by mailing the notice to the corporation. The commissioner shall mail the notice and any subsequent certificate of dissolution to the corporation in the same manner as required for notices and certificates of involuntary dissolution under AS 10.06.633(i).
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.010. Incorporation.

(a) One or more persons each of whom is licensed to render a professional service in this state may incorporate a professional corporation by filing articles of incorporation with the Department of Commerce, Community, and Economic Development. The articles shall meet the requirements of AS 10.06 (Alaska Corporations Code) and, in addition, must include
(1) the name of the profession to be practiced by the corporation;
(2) the names and addresses of all original shareholders, directors, and officers;
(3) the address where the professional corporation will have its office.
(b) A certificate from the regulatory board of the profession involved certifying that each of the incorporators, directors, and shareholders is licensed to practice the profession shall be filed with the articles of incorporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.050. Issuance of shares.

A professional corporation may issue shares of its capital stock to persons licensed by a regulatory board of the state to render the professional service specified in the articles of incorporation, or to a revocable or joint revocable trust if a settlor of the trust is a person licensed by a regulatory board of the state to render the professional service specified in the articles of incorporation. It may not issue shares to any other person or trust.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.070. Management by directors; authority of officers and shareholders.

(a) The management of a professional corporation shall be vested in the board of directors which shall have the continuing exclusive authority to make the management decisions necessary to the conduct of the profession for which the professional corporation is formed. The officers of the corporation, who shall be elected by the board of directors, have such power and authority to represent the board as the board from time to time expressly or impliedly grants. A shareholder does not have power to bind the corporation within the scope of the corporation's activities merely by virtue of being a shareholder.
(b) A professional corporation that has only one or two shareholders may manage its affairs by directors only, who shall be the shareholders. The one or two shareholders may fill all the general offices of the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.080. Transfer of shares.

A shareholder of a professional corporation may sell or transfer shares in the professional corporation only to another individual licensed to render the same professional service as that for which the professional corporation was formed. The articles of incorporation may provide specifically for restraints on the alienation of shares and may require the purchase, redemption, or retirement of shares by the corporation at a price and in a manner set out in the articles. The articles may authorize the corporation's board of directors or its shareholders to adopt bylaws restraining the alienation of shares and providing for their purchase, redemption, or retirement by the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.120. Corporate name.

(a) The corporate name of a professional corporation shall contain the last name of one or more of its shareholders, unless the regulations of a particular regulating board or the ethics of a profession permit the use of a corporate name which does not include the surname of any present or former shareholder. The corporate name shall be ended by the word “Corporation,” “Incorporated,” or “Limited,” or by the abbreviation “Corp.,” “Inc.,” or “Ltd.,” or by the words, “a professional corporation,” or by the abbreviation “P.C.”
(b) The corporate name of a professional corporation must be distinguishable on the records of the Department of Commerce, Community, and Economic Development from the name of any other organized entity and from a reserved or registered name. The Department of Commerce, Community, and Economic Development may adopt regulations to implement this subsection. In this subsection, “organized entity” and “reserved or registered name” have the meanings given in AS 10.35.040.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.130. Change or alteration of corporate name.

When a person whose name is part of a corporate name ceases to be a shareholder, the corporation shall alter its name to reflect this change; however, a professional corporation may retain the name of a retired or deceased shareholder in its corporate name if the regulations of a particular regulating board or the ethics of a profession permit it.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.133. Continuity of life.

Unless the articles of incorporation expressly provide otherwise, a professional corporation shall continue as a separate entity independent of its shareholders for all purposes and for the period of time provided in the articles or until dissolved by a vote of two-thirds of the shareholders. A professional corporation shall continue notwithstanding the death, insanity, incompetency, conviction for felony, resignation, withdrawal, transfer of ownership of shares, retirement, or expulsion of any one or more of the shareholders, the transfer of shares to a new shareholder, or the happening of any other event that under the law of this state and under like circumstances would work a dissolution of a partnership.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.140. Professional relationship and liabilities.

(a) The provisions of this chapter do not modify the law applicable to the relationship between a person furnishing professional service and a person receiving the service, including liability arising out of the professional service, and including any confidential relationship between the person rendering the professional service and the person receiving the service.
(b) Except as provided in (a) of this section, a shareholder of a professional corporation organized under this chapter is not individually liable for the debts of or the claims against the corporation unless the debt or claim arises as a result of a wrongful act or omission of the shareholder.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.200. Legal disqualification of corporate personnel.

If a shareholder, director, officer, employee, or agent of a professional corporation is legally disqualified to render professional service in this state, or is elected or appointed to a public office which under law restricts or limits the rendering of professional services, that person shall sever all employment and financial interest in the professional corporation immediately. The failure of the directors or officers to require compliance with this section is sufficient ground for the forfeiture of the corporate franchise.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.210. Disposal of shares of legally disqualified shareholder.

A professional corporation may provide in its articles of incorporation that the shares of a legally disqualified shareholder may be sold only to other shareholders or licensed persons of the same profession, or it may provide for the purchase, redemption, or retirement of the shares by the corporation out of capital as well as surplus funds and without regard to the impairment of its capital. If there is no provision for the disposal of the shares and the legally disqualified shareholder has not disposed of the shares as required under AS 10.45.200, the corporation shall purchase, redeem, or retire the shares out of capital as well as surplus funds without regard to the impairment of its capital within 30 days after the disqualification occurs.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.220. Shares of deceased shareholder.

(a) A professional corporation may provide for the disposal of the shares of a deceased shareholder in its articles of incorporation or bylaws, or its shareholders may provide for their disposal by private agreement. If there is no provision or private agreement, the shares shall first be offered for sale to the remaining shareholders by the personal representative of the deceased shareholder's estate at a price not to exceed their book value, and, if not sold, then offered and sold to any licensed person of the same profession as the corporation without obtaining the approval of the remaining shareholders. If the shares are not disposed of within six months from the date of the death of the shareholder, the corporation shall call a special meeting of its shareholders and shall decide by a majority vote of the remaining shareholders whether or not the corporation purchases, redeems, or retires the shares at book value or lesser price if agreed, or files for a dissolution of the corporation. At the special meeting the shares of the deceased shareholder may not be voted on or counted for any purpose, unless the deceased shareholder was the sole shareholder.
(b) If there is only one shareholder and the shares held by the deceased shareholder are not disposed of within six months after death, the legal representative, legatees, or distributees of the deceased shareholder shall either
(1) liquidate the professional corporation; or
(2) amend its articles of incorporation so that the professional corporation may continue in existence as a business corporation under AS 10.06.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.230. Determination of value of shares.

If the articles of incorporation or bylaws of a professional corporation do not provide a price or method of determining a price at which the corporation may purchase, redeem, or retire the shares, or that its shareholders may purchase the shares of a deceased shareholder or a shareholder no longer qualified to own shares in the corporation, then the price for the shares shall be the book value as of the end of the month preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the corporation in accordance with the regular method of accounting used by the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.240. Applicability of Alaska Corporations Code and Alaska Entity Transactions Act.

The Alaska Corporations Code, including the provision in AS 10.06.595 that allows, with exceptions, corporations to enter into mergers, interest exchanges, conversions, and domestications under AS 10.55 (Alaska Entity Transactions Act), is applicable to professional corporations, and they enjoy the powers and privileges and are subject to the duties, restrictions, and liabilities of other corporations, except when inconsistent with this chapter. This chapter takes precedence in the event of a conflict with provisions of the Alaska Corporations Code or other laws.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 45. Professional Corporation Act › Sec. 10.45.500. Definitions.

In this chapter,
(1) “employee” means a licensed person employed by a professional corporation to render the type of professional service for which the corporation was organized;
(2) “professional corporation” means a corporation organized under this chapter to render a professional service;
(3) “professional person” means a person licensed to render a professional service;
(4) “professional service” means a type of highly skilled, technical, and specialized personal service rendered to the public by persons licensed by the state;
(5) “regulatory board” means an agency of the state having jurisdiction to grant a license to render professional service.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 2. Name; Registered Office and Agent; Service of Process. › Sec. 10.50.020. Limited liability company name.

(a) The name of a limited liability company stated in the company's articles of organization must contain the words “limited liability company” or the abbreviation “L.L.C.,” or “LLC”. The word “limited” may be abbreviated as “Ltd.,” and the word “company” may be abbreviated as “Co.”
(b) The name of a city, borough, or village may be used in a limited liability company name; however, the name may not contain the word “city,” “borough,” or “village” or otherwise imply that the company is a municipality.
(c) A person may not adopt a name that contains the words “limited liability company” unless the person is organized under this chapter or is registered as a foreign limited liability company under this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 2. Name; Registered Office and Agent; Service of Process. › Sec. 10.50.025. Distinguishable name.

The name of a limited liability company must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. The department may adopt regulations to implement this section. In this section, “organized entity” and “reserved or registered name” have the meanings given in AS 10.35.040.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 2. Name; Registered Office and Agent; Service of Process. › Sec. 10.50.030. Right to reserve name.

The exclusive right to use a name may be reserved by a
(1) person intending to organize a limited liability company and to adopt the name;
(2) person intending to organize a foreign limited liability company and to register under this chapter;
(3) limited liability company, or a foreign limited liability company registered under this chapter, that intends to change its name; or
(4) foreign limited liability company that intends to register under this chapter and to adopt the name.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 2. Name; Registered Office and Agent; Service of Process. › Sec. 10.50.035. Application to reserve company name.

Reservation of a name under AS 10.50.030 is made by filing an application with the department. If the department finds that the name is available for use by a limited liability company and is distinguishable on the records of the department under AS 10.50.025, the department shall reserve it for the exclusive use of the applicant for a period of 120 days.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 2. Name; Registered Office and Agent; Service of Process. › Sec. 10.50.038. Transfer of reserved name.

The holder of a name reserved under AS 10.50.030 may transfer the right to the exclusive use of the name to another person by filing a notice of transfer with the department, signed by the holder of the name, and specifying the name and address of the transferee.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 2. Name; Registered Office and Agent; Service of Process. › Sec. 10.50.043. Exclusive right to use of name; use of nondistinguishable name.

Organization or registration under this chapter, or registration of a name under this chapter, gives the person who has organized or registered under this chapter, or registered a name under this chapter, exclusive right to the use of the name. The person may enjoin the use of a name that is not distinguishable from the name to which the person has the exclusive right and the person has a cause of action for damages against a person who uses a name that is not distinguishable from the name to which the person has the exclusive right.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 2. Name; Registered Office and Agent; Service of Process. › Sec. 10.50.048. Procedure for registration of company name.

Registration of a name under AS 10.50.040 is made by filing with the department
(1) a signed application for registration setting out the name of the company, the state or territory under the laws of which it is organized, the date of organization, a statement that it is conducting affairs, and a brief statement of its principal activities; and
(2) proof from the jurisdiction where the company is organized that indicates that the company is organized in that jurisdiction if the company is a foreign limited liability company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 2. Name; Registered Office and Agent; Service of Process. › Sec. 10.50.053. Renewal of name registration.

(a) The registration of a name under AS 10.50.040 may be renewed each year by
(1) filing an application for renewal setting out the facts required in an original application for registration;
(2) filing proof of organization required for an original registration; and
(3) paying a fee established by the department.
(b) An application for renewal shall be filed between October 1 and December 31 in each year. The renewal extends the registration for the following calendar year.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 2. Name; Registered Office and Agent; Service of Process. › Sec. 10.50.055. Registered office and registered agent.

A limited liability company shall continuously maintain in this state a registered agent and a registered office. The registered office may be the same as the office of the company. The registered agent may be either an individual resident of this state whose business office is the same as the registered office, or a domestic or foreign corporation authorized to transact business in this state whose business office is the same as the registered office.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 2. Name; Registered Office and Agent; Service of Process. › Sec. 10.50.060. Change of registered office or agent by company.

(a) A limited liability company may change its registered office, agent, or both, by filing with the department a signed statement that includes
(1) the name of the company;
(2) the address of its registered office;
(3) the address of its new registered office if the registered office is to be changed;
(4) the name of its registered agent;
(5) the name of its new registered agent if the registered agent is to be changed; and
(6) a statement that the change is authorized by the company's manager, or, if the company is not managed by a manager, by the members.
(b) If the department finds that the statement complies with this chapter, the department shall file it in the department's office. The change becomes effective when the statement is filed.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 2. Name; Registered Office and Agent; Service of Process. › Sec. 10.50.063. Registered agent's change of office location or resignation.

(a) A registered agent of a limited liability company may change the location of the agent's office from one address to another in this state. The agent may change the registered office for each company for which the person is acting as registered agent by filing in the department a statement setting out the name of the agent, the address of the agent's office before change, the address to which the office is changed, and a list of companies for which the person is the registered agent. The statement shall be executed by the registered agent in the individual name of the agent or, if the agent is a corporation, it shall be executed by its president or a vice-president. The statement shall be delivered to the department and the limited liability company and, if the department finds that the statement complies with this chapter, the department shall file it. The change becomes effective when the statement is filed.
(b) A registered agent may resign by filing a written notice and an exact copy of the notice with the department. The written notice of resignation must set out the latest address of the principal office of the company and the name, address, and title of the manager, or, if the company is managed by its members, the names and addresses of the members of the company known by the agent. The department shall immediately mail a copy of the notice to the company at its principal office. The resignation becomes effective 30 days after the filing of the written notice, unless the company sooner appoints a successor registered agent, as provided in AS 10.50.060.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 2. Name; Registered Office and Agent; Service of Process. › Sec. 10.50.065. Service on company.

(a) The registered agent of a limited liability company is an agent upon whom process, notice, or demand required or permitted by law to be served upon the company may be served.
(b) If a limited liability company fails to appoint or maintain a registered agent in this state, or if its registered agent cannot, with reasonable diligence, be found at the registered office, the commissioner is an agent of the company upon whom the process, notice, or demand may be served. A person may serve the commissioner under this subsection by
(1) serving on the commissioner or the designee of the commissioner a copy of the process, notice, or demand, with any papers required by law to be delivered in connection with the service, and a fee established by the department by regulation;
(2) sending to the company being served by certified mail a notice that service has been made on the commissioner under this subsection and a copy of the process, notice, or demand and accompanying papers; notice to the company shall be sent to
(A) the address of the last registered office of the company as shown by the records on file in the department; and
(B) the address, the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice; and
(3) filing with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings that this section has been complied with.
(c) The commissioner shall keep a record of processes, notices, and demands served upon the commissioner under this section.
(d) This section does not affect the right to serve process, notice, or demand required or permitted by law to be served upon a company in any other manner permitted.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 3. Organization and Operating Agreement. › Sec. 10.50.070. Organizers.

One or more persons may organize a limited liability company by signing articles of organization and delivering the signed articles to the department for filing. A person who organizes a limited liability company may be a person who is not a member of the company when the company is organized or after the company is organized.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 3. Organization and Operating Agreement. › Sec. 10.50.075. Contents of articles of organization.

The articles of organization of a limited liability company must state
(1) the name of the company;
(2) the purpose for which the company is organized, which may be stated to be, or to include, the conduct of any or all lawful affairs for which a limited liability company may be organized under this chapter;
(3) the mailing address of the company's registered office and the name of the company's registered agent;
(4) if applicable, that the company will be managed by a manager; and
(5) any other provision for the regulation of the internal affairs of the company that is consistent with this chapter and the laws of this state if the persons organizing the company elect to include the provision in the articles of organization.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 3. Organization and Operating Agreement. › Sec. 10.50.078. Disclosure of company activities.

The organizers delivering articles of organization under AS 10.50.070 shall deliver with the articles a separate statement of the codes from the identification codes established under AS 10.06.870 that most closely describe the activities in which the company will initially engage.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 3. Organization and Operating Agreement. › Sec. 10.50.090. Conclusive evidence of compliance.

A copy of the articles of organization that is stamped “filed” and marked with the filing date is conclusive evidence that the organizers of the limited liability company have complied with all conditions precedent required to be performed by the organizers and that the company has been organized under this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 3. Organization and Operating Agreement. › Sec. 10.50.095. Operating agreement.

The members of a limited liability company may adopt an operating agreement for the company and may amend and repeal the agreement. The articles of organization may restrict or eliminate the power of the members to adopt, amend, or repeal an operating agreement.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 4. Amendment and Restatement of Articles. › Sec. 10.50.100. Amendment of articles.

(a) A limited liability company may amend its articles of organization in any respect if the articles as amended contain only the provisions that are required or permitted by this chapter to be included in the original articles of organization at the time of the amendment.
(b) A limited liability company may amend its articles of organization by filing articles of amendment with the department. The articles of amendment must state the
(1) name of the company;
(2) date the articles of organization were filed; and
(3) amendment adopted by the company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 4. Amendment and Restatement of Articles. › Sec. 10.50.105. Restatement of articles.

A limited liability company may restate its articles of organization at any time. The company shall file its restated articles with the department. The restated articles of organization must be specifically designated as restated articles in the title to the restated articles and must state, either in the title or in an introductory paragraph, the
(1) company's present and, if the name is changed, all of the company's former names; and
(2) date of the filing of the company's original articles of organization.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 5. Management. › Sec. 10.50.110. Management generally.

(a) Except as otherwise provided in the company's articles of organization, the members of a limited liability company manage the affairs and make the decisions of the company. Management by the members is subject to a provision in an operating agreement or this chapter limiting or increasing the management rights and duties of the members, including limits or increases placed on a class of members or an individual member.
(b) If a limited liability company is managed by a manager, the manager has the exclusive power to manage the affairs of the company to the extent authorized by the operating agreement.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 5. Management. › Sec. 10.50.115. Appointment, removal, and replacement of managers.

Except as otherwise provided in an operating agreement of a limited liability company, a manager of the company may not be appointed, removed, or replaced, unless more than one-half of all of the members of the company authorize the appointment, removal, or replacement.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 5. Management. › Sec. 10.50.125. Tenure of manager.

(a) Unless otherwise provided in an operating agreement of the company, a manager of a limited liability company holds office until the manager's successor is elected and qualified, unless the manager resigns or is removed earlier.
(b) A manager may not resign as manager of a limited liability company except at the time or upon the happening of events specified in the operating agreement of the company. An operating agreement may provide that a manager does not have the right to resign as a manager of a limited liability company. Notwithstanding that an operating agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving notice to the members and any other managers. If the resignation of a manager violates the operating agreement of the company, in addition to any remedy otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and may offset the damages against the amount otherwise distributable to the resigning manager. If the manager was the sole manager and if, within 90 days after the resignation, the members fail to agree on the appointment of a new manager, then each member shall have a say in the management of the company that is equal to the proportion of the member's capital account in the company.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 5. Management. › Sec. 10.50.130. Limitation of member fiduciary duty.

Unless otherwise provided in an operating agreement of the company, if a person is a member of a limited liability company that is managed by a manager and if the person is not a manager, the person does not have the fiduciary duty of a manager to the company or to the other members of the company when the person acts solely in the capacity of a member.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 5. Management. › Sec. 10.50.135. Duty of care.

(a) A person who is a manager or a managing member of a limited liability company shall perform the duties of management in good faith, in a manner the person reasonably believes to be in the best interests of the company, and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Except as provided in (b) of this section, the person is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by
(1) an employee of the company whom the person reasonably believes to be reliable and competent in the matters presented; or
(2) counsel, public accountants, or other professionals or experts as to matters that the person reasonably believes to be within the professional's or expert's competence.
(b) A person is not acting in good faith under (a) of this section if the person has knowledge concerning the matter in question that makes reliance otherwise permitted by (a) of this section unwarranted.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 5. Management. › Sec. 10.50.140. Conflicts of interest.

(a) A contract or other transaction between a limited liability company and a manager or managing member of a limited liability company, or between a limited liability company and a limited liability company, foreign limited liability company, corporation, firm, or association in which a manager or managing member of the company has a material financial interest, is not void or voidable because the manager or managing member or the other company, corporation, firm, or association are parties or because the manager or managing member is present at the meeting that authorizes, approves, or ratifies the contract or transaction, if the material facts as to the transaction and as to the interest of the manager or managing member are fully disclosed or known to the members and the contract or transaction is approved by the members in good faith, with the interested manager or managing member not being entitled to vote.
(b) The fact that a manager or managing member of a limited liability company is a manager or managing member of another entity involved in the transaction does not alone constitute a material financial interest within the meaning of this section. A manager or managing member is not interested within the meaning of this section in a decision fixing the compensation of another manager or managing member as a manager or managing member of the company, notwithstanding the fact that the first manager or managing member is also receiving compensation from the company.
(c) A contract or other transaction between a manager or managing member and a limited liability company or association of which one or more managers or managing members of the company are managers or managing members is not void or voidable because the managers or managing members are present at the meeting that authorizes, approves, or ratifies the contract or transaction, if the material facts of the transaction and the manager's or managing member's other management position are fully disclosed or known to the members and the members authorize, approve, or ratify the contract or transaction in good faith by a sufficient vote without counting the vote of the common manager or managing member or the contract or transaction is approved by the members in good faith. This subsection does not apply to contracts or transactions covered by (a) of this section.
(d) Nothing in this section affects the prohibitions or restraints imposed by AS 45.50.562 - 45.50.596.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 5. Management. › Sec. 10.50.145. Loans to managers, managing members, and employees.

(a) A loan may not be extended by a limited liability company to an employee without authorization by the company's managers or managing members. A loan may not be extended to a manager or a managing member of a limited liability company without the approval of two-thirds of the company's members. An employee who is also a manager or managing member is considered a manager or managing member for purposes of this section. A member is not disqualified from voting on a loan to a member as a manager or managing member because of personal interest.
(b) A loan to a manager, managing member, or employee and a loan secured by the limited liability company interests of the company may not be made unless the loan would be permissible as a distribution under AS 10.50.290 - 10.50.345. A loan under this subsection impairs the retained earnings or paid-in capital accounts to the extent of the loan.
(c) For purposes of this section, a loan may consist of cash, securities, or personal or real property.
(d) If a limited liability company acts as a guarantor on a loan to a manager, managing member, or employee, the guarantee is treated as a loan under this section.
(e) A manager, managing member, or employee of an affiliated limited liability company is a manager, managing member, or employee of the lending company for purposes of this section.
(f) A loan is to be judged by the duties of managers and managing members to act in good faith in a manner reasonably believed to be in the best interests of the company and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 5. Management. › Sec. 10.50.150. Authorization of company affairs.

(a) Unless otherwise provided in an operating agreement of the company, the company's articles of organization, or by this chapter, if the company is not managed by a manager, the consent of more than one-half of all of the members of a limited liability company is required to decide the affairs of the company.
(b) Unless otherwise provided in an operating agreement of the company or by this chapter, the consent of more than one-half of the number of managers of a limited liability company is required to decide the affairs of the company.
(c) Notwithstanding (a) and (b) of this section, and unless otherwise provided in an operating agreement of the company or in the company's articles of organization, the written consent of all of the members of a limited liability company is required to
(1) amend the articles of organization;
(2) amend an operating agreement of the company; or
(3) authorize a manager or member to perform an act on behalf of the company that contravenes an operating agreement of the company, including an act that contravenes a provision of the operating agreement that expressly limits the purposes, affairs, or conduct of the affairs of the company.
(d) [Repealed, § 4 ch 52 SLA 2007.]
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 6. Membership. › Sec. 10.50.155. Membership requirements.

(a) A person may become a member in a limited liability company if the person acquires a limited liability company interest
(1) directly from the limited liability company
(A) in compliance with an operating agreement of the company; or
(B) with the written consent of all of the members of the company if an operating agreement of the company does not provide for acquiring an interest directly from the company; or
(2) by assignment of the interest by a company member in compliance with AS 10.50.165.
(b) A limited liability company must have one or more members.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 6. Membership. › Sec. 10.50.160. Effective date of admission.

The effective date of the admission of a member to a limited liability company is the later of the date
(1) when the company is organized;
(2) established in an operating agreement of the company; or
(3) when the person's admission is reflected in the records of the company if an operating agreement of the company does not establish an effective date.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 50. Alaska Revised Limited Liability Company Act › Article 6. Membership. › Sec. 10.50.165. Authorization for assignee to become member.

(a) Unless otherwise provided in an operating agreement of the company, an assignee of a limited liability company interest may not become a member unless all other members consent.
(b) An operating agreement of the company may specify the manner for evidencing the consent required by (a) of this section. If an operating agreement does not specify the manner for evidencing the consent, the consent is evidenced by a written instrument that is dated and signed by the members.