Foreign Limited Liability Companies.

AS tit. 10, ch. 10.50, art. Article 13

in effect

AS 10.50.600 Governing law.

10.50.600. Governing law. (a) Subject to the constitution of this state, the law of the state or other jurisdiction under which a foreign limited liability company is organized governs the organization and internal affairs of the company. (b) The department may not deny registration to a foreign limited liability company because of differences between the law of this state and the law of the state or other jurisdiction under which the foreign limited liability company is organized.

AS 10.50.605 Registration required.

10.50.605. Registration required. Before conducting affairs in this state, a foreign limited liability company shall register with the department. To register, the company shall deliver to the department an application for registration as a foreign limited liability company.

AS 10.50.610 Execution of registration application.

10.50.610. Execution of registration application. An application for registration filed by a foreign limited liability company under AS 10.50.605 shall be signed by a person who is authorized by the law of the state or other jurisdiction where the company was organized to sign the application.

AS 10.50.615 Contents of registration application.

10.50.615. Contents of registration application. (a) An application for the registration of a foreign limited liability company must state (1) the name of the foreign limited liability company and, if different, the name the company proposes to use in this state; (2) the state or other jurisdiction where the company was organized, and date of its organization; (3) the name and address of the company's registered agent; (4) that the department is appointed the agent of the company for service of process if the foreign limited liability company fails to appoint or maintain a registered agent under AS 10.50.635; (5) the address of the office required by the state or other jurisdiction of the company's organization to be maintained in that state or other jurisdiction, or, if the state or other jurisdiction does not require an office to be maintained in that state or other jurisdiction, the principal office of the company; (6) the purpose the company proposes to pursue in the conduct of its affairs in this state and the codes from the identification code established under AS 10.06.870 that most closely describe the activities in which the company will engage in this state; (7) the names and addresses of the managers of the company, or, if the company is not managed by a manager, the names and addresses of the members of the company; (8) the name and address of each person owning at least a five percent interest in the company and the percentage of interest owned by that person in the company; and (9) that the company is a foreign limited liability company. (b) In addition to the information required by (a) of this section, an application must include proof from the jurisdiction where the company was organized that indicates that the company was organized in that jurisdiction.

AS 10.50.620 Name.

10.50.620. Name. The department may not file the application for registration of a foreign limited liability company unless the name of the company satisfies the requirements of AS 10.50.020 — 10.50.025. If the name under which a foreign limited liability is organized in the state or other jurisdiction of its organization does not satisfy the requirements of AS 10.50.020 — 10.50.025, the company may register under AS 10.50.605 if the company uses an assumed name that is available to the company under this chapter and that satisfies the requirements of AS 10.50.020 — 10.50.025.

AS 10.50.623 Change of name.

10.50.623. Change of name. If a foreign limited liability company that is registered under this chapter changes its name to one under which it may not register under this chapter, the registration of the company is suspended and the company may not conduct affairs in this state until it has changed its name to a name available to it under the laws of this state.

AS 10.50.625 Amendment of registration.

10.50.625. Amendment of registration. A foreign limited liability company may amend its registration by filing an amendment of registration with the department that is signed by a person who has the authority to sign it under the law of the state or other jurisdiction of the company's organization.

AS 10.50.630 Contents of amendment of registration.

10.50.630. Contents of amendment of registration. (a) The amendment of registration filed by a foreign limited liability company must state the (1) name of the company; (2) date the original application for registration was filed; and (3) amendment. (b) The application for registration may be amended in any way if the application for registration as amended contains only provisions that this chapter allows to be contained in an application for registration at the time of amendment.

AS 10.50.635 Registered office and registered agent of foreign company.

10.50.635. Registered office and registered agent of foreign company. A foreign limited liability company registered under this chapter shall have and continuously maintain in the state a registered (1) office that may be, but need not be, the same as its office in this state; and (2) agent, who may be either an individual resident in this state whose business office is identical to the registered office, a corporation organized under AS 10.06, or a foreign corporation authorized to transact business in this state, that has a business office identical to the registered office.

AS 10.50.637 Change of registered office or registered agent of foreign company.

10.50.637. Change of registered office or registered agent of foreign company. A foreign limited liability company registered under this chapter may change its registered office or change its registered agent, or both, upon filing with the department a signed statement setting out (1) the name of the company; (2) the address of its registered office; (3) the address of the new registered office if the address of its registered office is to be changed; (4) the name of its registered agent; (5) the name of its new registered agent if its registered agent is to be changed; (6) that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and (7) that the change is authorized by the company.

AS 10.50.638 Filing and effective date of change.

10.50.638. Filing and effective date of change. If the department finds that the statement conforms to the provisions of this chapter, the department shall file the statement, and upon the filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, becomes effective.

AS 10.50.640 Service on foreign company.

10.50.640. Service on foreign company. The registered agent appointed by a foreign limited liability company registered under this chapter shall be an agent of the company upon whom process, notice, or demand required or permitted by law to be served upon the company may be served.

AS 10.50.645 Service on commissioner.

10.50.645. Service on commissioner. When a foreign limited liability company that is registered under this chapter, or that conducts affairs in this state without being registered under this chapter, fails to appoint or maintain a registered agent in this state, when a registered agent cannot with reasonable diligence be found at the registered office, or when the registration of a foreign company is suspended or revoked, the commissioner is an agent upon whom process, notice, or demand may be served. Service is made upon the commissioner as provided in AS 10.50.065(b).

AS 10.50.650 Revocation of registration.

10.50.650. Revocation of registration. (a) The registration of a foreign limited liability company authorizing the company to conduct affairs in this state may be revoked by the commissioner if (1) the company fails to file its biennial report within the time established by this chapter, or fails to pay fees or penalties established by this chapter when they are due and payable; (2) the company fails to appoint and maintain a registered agent in this state; (3) the company fails, after change of its registered office or registered agent, to file with the commissioner a statement of the change as required by this chapter; or (4) a misrepresentation of a material matter has been made in an application, report, affidavit, or other document submitted under this chapter. (b) The commissioner may not revoke the registration of a foreign limited liability company unless the (1) commissioner has given the company at least 60 days notice by certified mail addressed to its registered agent at its registered office; and (2) company fails before revocation to file the report, pay the fees or penalties, file the required statement of change of registered agent or registered office, or correct the misrepresentation. (c) Upon revoking a registration, the commissioner shall (1) issue a certificate of revocation in duplicate; (2) file one of the certificates in the commissioner's office; and (3) mail one of the certificates of revocation to the limited liability company at its registered office. (d) Upon the issuance of the certificate of revocation, the authority of the limited liability company to conduct affairs in this state ceases.

AS 10.50.653 Appeal from revocation of registration.

10.50.653. Appeal from revocation of registration. If the commissioner revokes the registration of a foreign limited liability company to conduct affairs in this state under this chapter, the company may appeal to the superior court. The court shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.

AS 10.50.655 Authority to cancel registration.

10.50.655. Authority to cancel registration. A foreign limited liability company registered in this state may cancel its registration by filing an application for cancellation with the department.

AS 10.50.660 Contents of application for cancellation.

10.50.660. Contents of application for cancellation. An application for cancellation filed by a foreign limited liability company must state (1) the name of the company and the state or other jurisdiction where the company was organized; (2) that the company is not conducting affairs in this state; (3) that the company cancels its registration in this state; (4) that the company revokes the authority of its registered agent for service of process in this state and consents that service of process may subsequently be made on the company by service on the commissioner for a cause of action arising in this state during the time the company was registered in this state; and (5) an address for mailing a copy of a process to the company.

AS 10.50.665 Form, manner, and execution of application for cancellation.

10.50.665. Form, manner, and execution of application for cancellation. The application for cancellation must be in the form and manner designated by the department and shall be signed on behalf of the foreign limited liability company by (1) a person with authority to sign the application under the law of the state or other jurisdiction of its organization; or (2) if the company is controlled by a receiver, trustee, or other court-appointed fiduciary, by the receiver, trustee, or other fiduciary.

AS 10.50.670 Effect of cancellation of registration.

10.50.670. Effect of cancellation of registration. The cancellation of a registration under this chapter does not terminate the authority of the commissioner to accept service of process on the foreign limited liability company with respect to causes of action arising out of the company's conduct of affairs in this state.

AS 10.50.675 Conducting affairs without registration.

10.50.675. Conducting affairs without registration. (a) A foreign limited liability company conducting affairs in this state may not maintain an action or other proceeding in a court of this state until it has registered in this state. (b) The failure of a foreign limited liability company to register in this state does not (1) impair the validity of a contract or act of the company; (2) affect the right of another party to a contract of the company to maintain an action or proceeding on the contract; or (3) prevent the company from defending an action or other proceeding in a court of this state.

AS 10.50.690 Liability for fees and penalties.

10.50.690. Liability for fees and penalties. A foreign limited liability company that conducts affairs in this state without registration is liable to the department for the following fees and penalties for the full or partial years when it conducts affairs in this state without registration: (1) the fees that would have been imposed by this chapter on the company if the company had been registered under this chapter; or (2) the penalties imposed by this chapter.

AS 10.50.700 Civil penalty.

10.50.700. Civil penalty. (a) A foreign limited liability company that conducts affairs in this state without registration is subject to a civil penalty payable to the state not to exceed $10,000 for each calendar year, including a partial year, the company conducts affairs in this state without being registered under this chapter. (b) The civil penalty imposed in (a) of this section may be recovered in an action brought in the superior court by the attorney general.

AS 10.50.710 Injunctive relief.

10.50.710. Injunctive relief. (a) Upon application to the court, if a court finds that a foreign limited liability company has conducted affairs in this state in violation of this chapter, the court may issue, in addition to imposing a civil penalty, an injunction restraining the company from conducting further affairs in this state and from further exercising the company's rights and privileges in this state. (b) An injunction issued under (a) of this section may continue until the civil penalties, interest, and court costs assessed by the court have been paid and until the foreign limited liability company otherwise complies with this chapter.

AS 10.50.715 Nonliability of member or manager.

10.50.715. Nonliability of member or manager. A member or manager of a foreign limited liability company is not liable for the debts and obligations of the company solely because the company conducts affairs in this state without registration.

AS 10.50.720 Transactions not constituting conducting affairs.

10.50.720. Transactions not constituting conducting affairs. The activities of a foreign limited liability company that are not considered to be conducting affairs in this state for the purposes of AS 10.50.600 — 10.50.720 include (1) maintaining, defending, or settling a court action or other proceeding or a claim; (2) holding meetings of the members or managers of the company; (3) maintaining bank accounts; (4) selling through independent contractors; (5) soliciting or procuring orders by mail, through employees, agents, or otherwise, if the orders require acceptance outside the state before becoming binding contracts; (6) creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interests in real or personal property; (7) securing or collecting debts, or enforcing rights in property securing debts; (8) conducting an isolated transaction that is completed within 30 days and that is not part of a course of repeated transactions of a similar nature; or (9) conducting affairs in interstate commerce.

Source: Alaska State Legislature (akleg.gov)URL: https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.50.001&secEnd=10.50.999#10.50Fetched: 10/20/2026