Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Alaska
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | Alaska Entity Transactions Act, AS 10.55.401 to .406, plus Alaska LLC articles AS 10.50.070 to .080; ordinary domestic business corporation may become Alaska or qualifying foreign LLC. Financial institutions, insurers, BIDCOs, cooperatives, public corporations, and municipalities excluded (§§ 10.55.110, .401) |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct domestic/foreign LLC route; foreign law must authorize. No substitute merger/dissolution required; conversion does not wind up or dissolve entity (§§ 10.55.401, .406(g)) |
| Plan terms, required contents, and resulting LLC governing documents | Required plan in a record states both names/types/jurisdictions, interest conversion into interests/securities/obligations/rights/cash/property, proposed LLC public organic document, full recorded private organic rules, other terms, and required provisions. External facts allowed (§§ 10.55.107, .402) |
| Board adoption, recommendation, conditions, and authority | No universal board-resolution, recommendation, exception, or conditioning rule in §§ 10.55.401 to .406. “Approve” requires governor and holder steps demanded by applicable organic rules/law; destination-facing approval architecture and unanimous-holder alternative govern (§§ 10.55.108, .403, .901(3)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Proposed LLC organic rules control conversion approval; if silent, its organic law/rules for merger apply, and current LLC merger default is all members unless operating agreement says otherwise. If neither supplies a rule, all holders entitled on any matter approve; unanimous holder vote/consent is always an express alternative unless organic law/rules say otherwise (§§ 10.50.510; 10.55.108, .403) |
| Notice, nonvoting holders, and consent to new personal liability | Conversion sections state no universal meeting or nonvoter notice; approval procedure comes from applicable LLC organic rules/law. Every shareholder who will have postconversion interest-holder liability separately approves in a record (§ 10.55.403) |
| Conversion and LLC formation filings, signer, and contents | Officer-signed Statement of Conversion states both entities/types/jurisdictions, approval, ≤90-day later time, foreign-result process address, and attaches Alaska LLC public organic document, which need not be signed. Signed plan meeting statement fields may be filed instead. LLC articles state name, purpose, registered office/agent, and manager-management election; activity-code statement accompanies them (§§ 10.50.070 to .078; 10.55.405, .601) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Statement and abandonment statement each $25; correction as otherwise-unspecified instrument $25; optional expedite $150. Filing-effective or delay ≤90 days. Plan amendment protects consideration, organic rules, and materially adverse terms; abandonment follows plan or approval method, with filed statement after filing (§§ 10.55.404 to .405, .605; 3 AAC 16.100, .105, .140) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity without interruption; property stays vested without assignment/impairment, liabilities continue, rights/powers/purposes remain, proceedings may substitute name, organic documents take effect, and interests convert. No dissolution/winding up; new interest-holder liability only post-effect (§ 10.55.406) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Foreign law must authorize; government merger notice/approval duties also reach conversion; foreign result accepts Alaska service. Pre-July 1, 2014 protected merger clauses reach conversion until amended. No general tax, license, securities, creditor-priority, contract-consent, or foreign-qualification conclusion (§§ 10.55.103 to .104, .401(c), .406(e)) |
Requirements one by one
Direct route and required plan
Alaska permits a domestic business corporation to convert directly into an Alaska LLC or a foreign LLC whose law authorizes conversion. The excluded-entity list removes financial institutions, insurers, BIDCOs, specified cooperatives, public corporations, and municipalities from the Entity Transactions Act. AS 10.55.110 and AS 10.55.401.
The required plan is a record stating both entity names and types, destination jurisdiction, interest conversion into interests, securities, obligations, rights, cash, or property, the proposed LLC Articles of Organization, the full recorded private organic rules, transaction terms, and other required provisions. External facts may control when the plan explains how. AS 10.55.107 and AS 10.55.402.
Destination-facing approval and new liability
Alaska's current text keys approval first to the converted LLC's organic rules for conversion. If those rules are silent, it uses the converted entity's organic law and rules for merger; current LLC law defaults merger approval to all members unless the operating agreement says otherwise. If neither rule exists, all interest holders entitled to vote or consent on any matter approve. AS 10.50.510 and AS 10.55.403(a)(1).
Separately, unanimous approval by all interest holders satisfies the Act unless the entity's organic law or rules provide otherwise. The conversion sections do not impose one universal board resolution, recommendation, meeting, or nonvoter- notice procedure; required governor and holder steps come from the applicable organic rules and law. AS 10.55.108 and AS 10.55.901(3).
Every holder who will acquire interest-holder liability for obligations arising after conversion separately approves in a record. AS 10.55.403(a)(2).
Filing, effective time, and abandonment
An officer signs the Statement of Conversion and states the signer's name and capacity. The statement identifies both entities, types, and jurisdictions; recites approval; states a delayed date and time if any; gives an address for process when a foreign result is not qualified; and attaches the Alaska LLC public organic document. That attachment need not be separately signed. A signed plan containing every statement field may be filed instead. AS 10.55.405 and AS 10.55.601.
The attached LLC Articles of Organization state the name, purpose, registered office mailing address, registered agent, and manager-management election when applicable. A separate activity-code statement accompanies the articles. AS 10.50.070 to AS 10.50.078.
The Statement of Conversion is $25 and takes effect on filing or at a stated time no more than 90 days later. Plan amendments follow the plan or original approval method, but protected changes return to affected holders. Abandonment follows the plan or approval method; if the statement was already filed for a later date, a $25 Statement of Abandonment is filed before effect. A general statement of correction costs $25 under the other-instrument rule and relates back except for adverse reliance. AS 10.55.404 to AS 10.55.405; AS 10.55.605; 3 AAC 16.100 and 3 AAC 16.140.
Effect and continuity
The Alaska LLC is the same entity without interruption. Property remains vested without assignment, reversion, or impairment; liabilities continue; rights, powers, and purposes remain subject to other law and the plan; the LLC name may replace the corporate name in proceedings; public and private organic rules take effect; and interests convert under the plan. Conversion does not wind up or dissolve the corporation. AS 10.55.406(a), (g).
New interest-holder liability reaches only postconversion liabilities and only to the extent the LLC's organic law provides. Prior owner liability is not discharged. AS 10.55.406(c)-(d).
What trips people up
The approval rule is destination-facing. Both the current official code and the original HB 57 text say “converted entity's” organic rules and law. The repealed former AS 10.06.590 and the ordinary two-thirds corporate-merger vote therefore should not be substituted for the current text.
The public LLC organic document is attached to the Statement of Conversion and need not be separately signed. The current regulation prices the statement at $25; this cell does not infer a separate standalone LLC-formation charge for the attachment.
A protected agreement's pre-July 1, 2014 merger clause also reaches conversion until the provision is later amended. AS 10.55.401(c).
Common questions
Is there one fixed shareholder percentage?
No. Approval follows the proposed LLC's organic rules or its statutory merger rules, with an all-entitled-holder fallback. Unanimous holder approval is also an express alternative unless organic law or rules provide otherwise. AS 10.55.108 and AS 10.55.403.
Does the board always have to recommend conversion?
No universal recommendation rule appears in the conversion sections. Governor and holder action depends on the approval rule that applies through AS 10.55.403.
May the plan itself be filed?
Yes. A plan signed for the corporation and containing every required statement field may be filed instead of a separate Statement of Conversion. AS 10.55.405(e).
Does conversion erase existing liabilities?
No. Liabilities continue with the same entity, and prior interest-holder liability is not discharged. AS 10.55.406(a)(3), (d).
Statutes and sources
- AS 10.55.103 to AS 10.55.110 and AS 10.55.401 to AS 10.55.406 govern the direct route, plan, approval, notice/approval overlays, filing, amendment, abandonment, effect, continuity, and exclusions. Accessed September 6, 2026.
- AS 10.50.070 to AS 10.50.110 govern the attached LLC Articles of Organization and activity statement. Accessed September 6, 2026.
- AS 10.50.500 to AS 10.50.565 provide the LLC merger-approval fallback referenced by the conversion statute. Accessed September 6, 2026.
- 3 AAC 16.100 to 3 AAC 16.140 provide current conversion, abandonment, correction, and expedite fees. Accessed September 6, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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