The Alaska LLC operating agreement is (as defined in AS 10.50.990(15)) a legal document that would outline the operating procedures and ownership of the day-to-day operations of the business. The agreement between the parties will assist in the establishment of financial and working relationships between all co-owners and shall form a system that would be appropriate to the business proper. Most importantly, the completion and recording of the document will offer all members legal protections they would not otherwise have available without the establishment of the agreement.
The State of Alaska does not require the formation of an operations agreement, however, it is strongly recommended that all businesses, no matter what the size, implement an agreement.
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Multi-Member – This would be used appropriately by businesses and companies that have more than one (1) owner. The document would establish the primary ownership of the business. It will also provide a written agreement between all parties involved with the business.
Single-Member – This form should be used by a single person who has a business. Although they have no other members with whom they would form an agreement, the document will separate their personal asset from the business, offering legal protection for personal assets if needed.
Before making the filing for an LLC in the State of Alaska, it is best to conduct a search of their to ensure that the business name you select is available. The department allows you to search by , , or . After confirmation of the name being available, you may proceed to forming your company.
Step 1 – Which Type
Decide which type of LLC to create:
- Domestic – Located inside the State of Alaska
- Fee – $250
- Apply – or *Adobe PDF
- Foreign – Located outside the State of Alaska
- Fee – $350
- Apply – or *Adobe PDF
*If you file via the PDF application, you will want to attach a check to your filings and send all items to the following address:
State of Alaska, Corporations Section, P.O. Box 110806, Juneau, AK 99811-0806
Step 2 – NAICS Code
When filling out the application, you will be asked to enter a NAICS Code to identify what type of business is being formed.
Step 3 – Filing Fee
If you filed the LLC online, you will be instructed to pay the filing fee via credit card. The filing fee is $250 for Domestic and $350 for Foreign.
Step 4 – Initial Report
Within six (6) months of the Company being created, you will need to file an . This may only be done after the LLC has been created so it is best to set a reminder in 10-15 days after it has been processed to complete this last step.
Step 5 – LLC Operating Agreement (not required)
There is no requirement for an LLC to have an operating agreement in the State of Alaska, however, it is highly recommended as it is the only document that states the ownership (important for multi-member companies) along with other valuable business information.
Step 6 – Employer Identification Number (EIN)
In order for you to set up a bank account and conduct most financial transactions, you will need what is known as an Employer Identification Number, or ‘EIN’. You can or fill in the PDF Application (Form SS-4). It is free to acquire an EIN and it can be obtained within about 15 minutes if you decide to use the IRS Website.
Step 1 – Download the Document –
- Enter the company name in the first line of the form
Step 2 – Date the Agreement –
- Enter the date in which the agreement is being executed in dd/mm/yy format
Step 3 – Single-Member or Multi-Member –
- Establish the type of business the document shall represent by checking either “Single-Member” or “Multi-Member”
- Complete the information required according to the selection made
Step 4 – Name and Principal Place of Business –
- Submit the name of the company
- Enter the address
- Enter the name of the city or any other place as determined and agreed upon by the member(s)
Step 5 – Formation –
- Enter the date in which the company is formed and filed, in dd/mm/yy format
Step 6 – Titled Sections (and any subsections) – The member(s) must take the time to carefully review all of the titled sections, entering any required information in any section, as follows:
- Member Capital Contributions – Check the appropriate box according to the type of LLC being formed. If the “Multi-Member LLC” is selected, enter the members’ names, respectively, and the capital contribution made. Read the remaining paragraphs in the titled section
- Distributions – The member(s) must read all paragraphs in the “distributions” section. Select the type of LLC (multi-member or single-member). If selecting “multi-member”, enter the name of each member and the percentage of interest that shall be maintained for each member within the company (all members must thoroughly read the remaining paragraphs before proceeding)
- Books, Records and Tax Returns – The member(s) must review the entire titled section. Select and check the applicable type of agreement
- Bank Accounts
- Management of the Company – Select the type of agreement and check the box. The member(s) must carefully read through the section. Enter an amount (not to be exceeded by management or any member) pertaining to unauthorized encumbrances. Enter the amount, not to be exceeded, with regard to lending capital. Submit the limit which may be used to establish reserves replacement, improvements or any purpose with regard to these issues. Submit the amount authorized to pay settlement, judgement against the company or business
- Annual Meetings – Check the box if the business is multi-member. Enter the day and month in which the annual meeting of the members shall take place. All members must also completely review and understand this section
- Assignment of Interest (check the box if multi-member) – Check the box and read the entire section carefully
- Ownership of Property – Check the box if the member is a single-member. Read the two paragraphs in this section
- Right of First Refusal – Check the box if multi-member. All members must carefully review all of the information in this section
- Admission of New Members – Check the box if multi-member. Read carefully, all of the information in this section
- Withdrawal Events- Check the box if multiple-member. All members must review all of the section and subsections (1 through 3) before proceeding
- Dissolution and Liquidation – Select and check the applicable box and review the paragraphs respective to what type of business is selected
- Representation of Members – If the business is multi-member, check the box and review the information
- Certificates Evidencing Membership – Check the box only if the business is multi-member. Read the section. Once read, enter the name of the operating company and enter the date in which the document shall become effective in dd/mm/yy format
- Notices – Check if multiple-member. All members review this section
- Arbitration- Check if the company is multi-member. Be certain all members take the time to carefully review this section
- Amendments – Check the box if multi-member and all members must review all of the information before proceeding with signatures
- Indemnification – This section should be carefully reviewed by single-members
- Miscellaneous – Both single and multiple-member companies must review this entire section
Step 7 – Signatures and Witnesses – Date the date of execution of the document in dd/mm/yy format
- A single-member business must sign only one of the lines provided
- Multi-member organizations must provide the signatures of all members
- The representative of the company must enter the name of the LLC, and the witnesses signature on the “By:” line
- Should there be more members, their signatures may be placed under the first three signatures
Once the document has been completed, all members must be provided with and maintain possession of the completed document. It is advised that each member, single or multi-member, keep their copy of the document in a safe location.