| First and foremost, if you do
not understand how a Limited Liability Company works, or how to form a
Limited Liability Company, please consult with an attorney or a certified
public
accountant. It is also very important that you understand the tax liability
of a Limited Liability Company. For that information, please consult with
a certified public accountant or contact the Internal Revenue Service.
THE DIVISION
IS PROHIBITED FROM DISPENSING LEGAL ADVICE
An operating agreement is not required
to be submitted with articles of organization, therefore, the
Division will not file operating agreements. However, members
of an LLC are encouraged to adopt and maintain an operating agreement
relating to the management and regulation of the business affairs
of the LLC. The articles of organization may restrict or eliminate
the power of members to adopt, amend, or repeal an operating
agreement.
INSTRUCTIONS
ON FILING ARTICLES OF ORGANIZATION
One or more persons may form a
Limited Liability Company by signing and delivering to the Division
an original and exact copy of Articles of Organization. The submitted
documents must be in dark, legible print on paper which is no
larger than 8 1/2 by 11 inches. The articles should contain a
statement that they are being filed under the provisions of the
Alaska Limited Liability Act.
The fee for submitting Articles
of Organization is $250.00 ($150.00 filing fee plus a biennial
license fee of $100.00).
Effective July 1, 1995, Alaska
Statute 10.50.075 requires that the articles of organization
set out:
1. The name of the limited liability
company. The name must contain the words "limited liability
company," or the abbreviation LLC. The name may not contain
the words "city" or "borough," or otherwise imply that the
company is a municipality. The name must be distinguishable
from all
other names on record with the Division of Banking, Securities,
and Corporations.
2. The purpose for which the
LLC is organized, and a list of the Standard Industrial Classification
(S.I.C.) codes that best describe its activities (see S.I.C.
code list attached).
3. The name, mailing address,
and physical address (if different from the mailing address)
of the LLC's registered agent. The agent must be an individual
resident of this state, or a corporation authorized to transact
business in this state.
4. If applicable, the latest
date or event which will cause the LLC to cease to exist.
5. Whether the business affairs
of the LLC are to be conducted by the members or by a manager,
and the names and addresses of those members or the manager
(names and addresses optional).
6. If applicable, the terms and
conditions restricting a member's ability to assign their interest
in the LLC.
The Articles of Organization must
be signed by one or more individuals acting as organizers of
the LLC.
Send the original and an exact
copy of Articles of Organization together with a check or money
order in the amount of $250.00 payable to the State of Alaska
to:
Department of Commerce, Community, and Economic Development
Division of Banking and Securities
P.O. Box 110808
Juneau, Alaska 99811-0808
To download a fill-in-the-blank application,
please go our forms page.
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