Alaska LLC Operating Agreement

Use the builder above to fill in the Alaska form online. You can also download the PDF, Word, or OpenDocument file, complete it by hand, and sign it.

Alaska LLC Operating Agreement Laws and Definition

Alaska’s LLC statute defines an operating agreement as a written agreement among all of the members of a limited liability company about conducting the affairs of the company.^[1.4] Under Section 10.50.095, the members may adopt an operating agreement for the company and may amend and repeal it.^[1.2] The statute’s own words are quoted below.

The members of a limited liability company may adopt an operating agreement for the company and may amend and repeal the agreement.

• Written and among all members. The definition in Section 10.50.990(17) calls it a written agreement among all of the members about conducting the affairs of the company.^[2]
• Members adopt and change it. The members may adopt the agreement, amend it, and repeal it.^[1.2]
• The articles can limit that power. The articles of organization may restrict or eliminate the members’ power to adopt, amend, or repeal an operating agreement, so read your articles first.^[1.2]
• Members manage by default. Unless the articles of organization say otherwise, the members manage the affairs of the company and make its decisions.^[1.1]

Who Manages an Alaska LLC and What Happens If a Manager Resigns

Unless the articles of organization provide otherwise, the members of an Alaska LLC manage its affairs and make its decisions.^[1.1] The statute also covers a manager who leaves in breach of the agreement. That rule is explained below.

Section 10.50.125 applies when a manager’s resignation violates the operating agreement. In addition to any other remedy available under applicable law, the company may recover damages for breach of the operating agreement from the resigning manager. It may also offset those damages against the amount otherwise distributable to that manager.^[1.3]

Our form sets up a manager-managed company. Section 8 creates a Board of one or more Managers, and the Member decides how many. Section 9 lets you add Officers if you want them.

What Our Alaska LLC Operating Agreement Sample Covers

Our free Alaska LLC operating agreement template is a form of 15 pages for an LLC with one member and one or more managers. It has 31 numbered sections and three schedules. The list below shows what the main sections cover, so you can see what the document does before you fill it in.

• Company details: the name, the principal business office, and the registered agent (Sections 1 to 3).
• The Member and the purpose of the company (Sections 4 and 6).
• Management structure: a Board of one or more Managers, plus optional Officers (Sections 8 and 9).
• Money: capital contributions, profits and losses allocated to the Member, and distributions (Sections 11 to 14).
• Fiscal year, books, and records (Section 15).
• Limited liability, exculpation, and indemnification (Sections 10 and 17).
• Resignation, admission of additional members, and dissolution (Sections 19 to 21).
• Amendments, effectiveness, and disregarded entity status for federal tax (Sections 27, 30, and 31).

How to Fill Out Our Alaska LLC Operating Agreement Form

Our Alaska form is the single-member type of operating agreement for a manager-managed LLC. Fill it in with the builder above, or download the PDF and complete it with the PDF editor or by hand. Work through the parts below in the order they appear on the form. Each step names the part of the form and says what goes in it.

1. Preamble. Enter the company name, the state, and the date. Then add the Member’s name, the date the Articles of Organization were filed, and the LLC statute reference where each bracketed prompt asks. The form prints the year 2021 in the date line, so check it.
2. Sections 1 to 3. Repeat the company name in Section 1. Write the principal business office address in Section 2. Enter the registered agent’s name and address in Section 3.
3. Section 6, Purposes. Select one box. Either describe the company’s business in the blank or select All matters permitted by applicable law.
4. Section 8, Managers. Enter the initial number of Managers in Section 8(a). The Managers’ names go on Schedule B.
5. Section 8(g), Compensation of Managers. Select one box. Managers may be paid expenses for attending meetings, or there is no compensation or expense reimbursement. The choices run onto page 4.
6. Section 9, Officers. Select whether the Company has no Officers or has Officers. If you choose Officers, write each Officer’s role where the form asks.
7. Section 15, Fiscal Year. Enter the date the fiscal year starts and the date it ends.
8. Section 30, Effectiveness. Enter the date the entity was formed, which is the date of the Articles of Organization filing.
9. Signature block. Sign on the By line as the Member, then print the name and title below it. Sign only after every blank above is filled in. The form has no notary or witness lines. Notarization is optional in Alaska because the LLC statute does not require it.
10. Schedule A, Definitions. Enter the date the entity was formed in the Articles of Organization definition. Leave the other definitions as printed.
11. Schedule B, Member, Managers and Officers. Enter the Member’s name and address, for example Anna Baker. Then list the initial Managers and, if Section 9 has Officers, the initial Officers.
12. Schedule C, Initial capital contribution. Describe what the Member contributed to the company on the Insert Description line.

This type of form is for one member. If your LLC has two or more members, use our multi-member LLC operating agreement template. The LLC operating agreement template page lists forms for other states.

Frequently Asked Questions

These are the questions people ask most about operating agreements for Alaska LLCs. Each answer cites the Alaska statute behind it. For advice about your own company, ask an Alaska attorney.

Can I write my own operating agreement for my LLC?

Yes. Under Section 10.50.095, the members of an Alaska LLC may adopt an operating agreement for the company and may amend and repeal it. The articles of organization may restrict or eliminate that power, so check yours first.^[1.2] The statute defines an operating agreement as a written agreement among all of the members about conducting the affairs of the company.^[1.4]

Does Alaska require an operating agreement?

Alaska’s LLC statute provides for an operating agreement to govern the company’s internal affairs. Under Section 10.50.095, the members may adopt one and may amend and repeal it.^[1.2] Section 10.50.990 defines it as a written agreement among all of the members about conducting the affairs of the company.^[1.4]

Other Alaska Forms
Take a look at various other Alaska forms downloaded by our visitors. Check out our powerful builder to customize these documents to your preferences.

Alaska Last Will Alaska Bill of Sale Alaska Power of Attorney Alaska Non-compete Agreement Alaska Prenuptial Agreement

General information, not legal or tax advice.

Sources

1. Alaska Statutes, sections 10.50.095 to 10.50.990.
   • 1.1 § 10.50.110(a)
   • 1.2 § 10.50.095
   • 1.3 § 10.50.125
   • 1.4 § 10.50.990
2. Alaska Stat. 10.50.990(17).

Jennifer M. Settles

Author & Attorney

With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.