The LLC’s business name must be different from all other business entity names registered or reserved with the State of Alaska. The Alaska LLC’s name must include the words “Limited Liability Company” or one of the abbreviations “L.L.C.” or “LLC”. The LLC name must end with "Limited Liability Company," "LLC" or "L.L.C." The word “limited” may be abbreviated as “Ltd.,” and the word “Company” may be abbreviated as “Co.” Names cannot contain words pertaining to a city. The name may not contain language stating or implying that the corporation is organized for a business purpose other than the one permitted by the Articles of Organization.
By paying $15, an available LLC name can be reserved for up to 120 days. A proposed LLC name may be registered (kept on the LLC filing office’s rolls) by paying an annual $25 fee.
The filing time for Alaska LLCs is 7 Business days, and the expedited filing time is 1 business day.
State Filing Fees
The filing fee is $250, which includes a $100 biennial license fee that will be an ongoing requirement.
Articles of Organization and Operating Agreement
The articles of organization must be submitted to the Division of Banking, Securities, and Corporations in the Alaska Department of Commerce, Community, and Economic Development (DCCED) before the conducting of business.
The new LLC’s articles of organization must be signed by at least one person, called an organizer. The organizer (there must be at least one) must be a natural person (as opposed to a business entity such as a corporation), and the organizer(s) must sign the articles and deliver them to the DCCED. The organizer is not required to be a member of the LLC, either at the time of or after its organization. The articles must include the following:
- The LLC’s name
- The mailing address of its registered office
- The name of the LLC’s registered agent there
- The LLC’s purpose, which may be specific or the statement, “for any and all lawful conduct for which a limited liability company may be organized.”
- Whether the LLC will be member-managed or manager-managed
The certificate can also contain other items that the members desire to include (presuming they don’t conflict with state law), even if they are also included in the operating agreement.
The operating agreement is also very important, it can be modified in a way that’s specified by the agreement itself, or however the law of the state permits. The state doesn’t officially require your LC to have this-but it’s a critical internal document that officially documents how your LLC will operate. The operating agreement should state the following:
- Name the members of the LLC
- State how much each one has invested in the LLC
- Identify how the profits will be divided
Set forth how much proportional weight each member has when issues are put to a vote. The articles of organization may include constraints on the members’ power to adopt, amend, or repeal an operating agreement.
Additionally, the operating agreement may also set forth meeting requirements such as the amount of required notice, what constitutes a quorum, voting rules, and so on, but it doesn’t have to. The operating agreement may (and often does) include requirements that are already laid out in state law. It can also include such items as restrictions or constraints on the power of the members to adopt, amend, or repeal the operating agreement. If there is more than one member, the operating agreement must initially be approved unanimously in writing by the members.
LLCs must have one or more members/managers. The prospective member usually needs to acquire an interest in the LLC by making a contribution of some kind-for instance, paying cash or transferring property to the LLC-or making a binding obligation to do so. Individuals can become LLC members in exchange for a promissory note or promise to contribute property or services in the future only if the person has already paid in some property or services to the LLC. An LLC member can only resign in accordance with applicable provisions in the articles of organization or the operating agreement. An LLC may even pursue remedies against a resigning member if the resignation violates the operating agreement. In fact, unless the operating agreement states otherwise, LLC members are not allowed to resign from the LLC before the LLC is dissolved and its affairs wound up. And, unless otherwise laid out in the operating agreement (and not including termination), after an LLC member resigns, the former member’s rights become those of an assignee.
LLCs in Alaska are required to have an in-state registered agent. A registered agent is someone designated to receive official administrative and legal correspondence from the state. This person can be an individual Alaska resident whose business office is the same as the registered office, or it can be a business entity authorized to do business in Alaska whose business office is the same as the registered office. The registered office may also be the same as the LLC’s business office.
Ongoing Filing and Compliance
An LLC member can only resign in accordance with applicable provisions in the articles of organization or the operating agreement. An LLC may even pursue remedies against a resigning member if the resignation violates the operating agreement. In fact, unless the operating agreement states otherwise, LLC members are not allowed to resign from the LLC before the LLC is dissolved and its affairs wound up. And, unless otherwise laid out in the operating agreement (and not including termination), after an LLC member resigns, the former member’s rights become those of an assignee.
- The LLC’s name and the state or country where it was organized
- The address of the LLC’s registered office
- The name of the LLC’s registered agent there
- The names and addresses of the LLC’s members if member-managed
- The names and addresses of the LLC’s managers if manager-managed
- The name, address, and percentage interest owned of each person owning at least a five percent interest in the LLC
An LLC by its nature offers some tax advantages over a corporation’s structure, including the availability of more deductions. The biggest advantage is that an LLC is not required to be a separated tax entity like a corporation. Instead, it can be a “pass-through entity” for tax purposes, so that the LLC owners report business losses or profits on their personal tax returns, in the same way that a partnership does.
An LLC has the availability of more deductions compared to corporations. An LLC can be a “pass-through entity” when it comes to taxes, so that the LLC owner or owners report business losses or profits on their personal tax returns, in the same way that a partnership would.
The IRS treats single-member LLCs as sole proprietorships for tax purposes unless the LLC is chosen to be taxed as a corporation. This means the LLC itself does not pay taxes and does not have to file a tax return. The IRS treats multi-owned LLCs as partnerships for tax purposes, unless the LLC is chosen to be taxed as a corporation. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself.
The LLC may need to obtain a federal tax identification or employment identification number (EIN). In most cases, a separate EIN is not necessary for the LLC if you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC, or if the LLC has employees, the LLC will need a separate EIN to open a bank account and to meet tax filing requirements.