LLC Administrative Dissolution and Involuntary Termination in Alaska
At a glance
| Law, agency and LLC scope | Alaska LLC Act; commissioner of commerce may involuntarily dissolve a domestic LLC (§ 10.50.408(a)). |
|---|---|
| Grounds and trigger dates | Biennial report, fee or penalty delinquent 6 months; 30 days without agent or after unfiled agent/office change; material filing misrepresentation (§ 10.50.408(a)). |
| Agency notice | Written ground notice: certified mail to record registered office; if returned, first-class mail to agent, then manager/managing member at distinct record address (§ 10.50.408(b), (f)). |
| Cure or response window | 60 days after notice is mailed to contest; correct the stated default. Adverse hearing determination may be appealed to superior court (§ 10.50.408(b)–(d)). |
| Action and effective date | Commissioner issues certificate stating dissolution, date and reason; files original and mails copy. Existence ceases on issuance (§ 10.50.408(d)). |
| Status, activity and service | Existence ceases on certificate issuance, subject to chapter exceptions; authorized members/managers may wind up, including settling affairs and liabilities (§§ 10.50.408(d), .410–.415). |
| Special routes and effects | Fee/penalty default uses the commissioner’s same notice-and-certificate path; § 10.50.408 states no separate publication or series step. |
| Route back and limits | Within 2 years of certificate: show no cause or cure and pay double delinquency plus intervening amounts; amend articles if name unavailable (§ 10.50.408(e)). |
Requirements one by one
Agency grounds and timing
Alaska Stat. § 10.50.408(a) separates a report, fee, or penalty delinquency lasting six months from a 30-day failure to maintain a registered agent or file a change after an agent or office change. A material misrepresentation in a document submitted under the LLC chapter is another ground. A late report alone is not the certificate that ends existence.
Notice, response, and review
Under § 10.50.408(b), the company has 60 days after the notice is sent by mail to contest the alleged default. If the first certified mailing to the registered office is returned, § 10.50.408(f) requires a first-class mailing to the registered agent, then to a manager or managing member if a different address appears in the commissioner's records. After an adverse hearing determination, § 10.50.408(c) permits an appeal to superior court.
The certificate and what follows
Section 10.50.408(d) makes issuance of the certificate, rather than the missed deadline or notice, the event when the LLC's existence ceases, except as otherwise provided in the chapter. The certificate must state the dissolution, its date, and its reason; the original goes in department files and a copy is mailed. Sections 10.50.410–.415 allow authorized members or managers to wind up, including settling the company's affairs and liabilities.
What trips people up
The former name may become available to another company six months after dissolution. If the name is no longer distinguishable when reinstatement is sought, § 10.50.408(e) requires an articles amendment to change it. The two-year reinstatement window runs from the certificate date.
Common questions
Does an unfiled report immediately dissolve the LLC?
No. The report or payment must be delinquent for six months to become a ground, and § 10.50.408(b), (d) requires notice and a later certificate before existence ceases.
Can the LLC challenge the commissioner's finding?
Yes. Section 10.50.408(b) allows a timely contest, and subsection (c) permits a superior-court appeal after an adverse hearing determination.
Statutes and sources
- Alaska Stat. § 10.50.408(a)–(f) — “Upon the issuance of the certificate of involuntary dissolution, the existence of the company ceases, except as otherwise provided in this chapter.” Official Alaska Legislature text. Accessed 2026-09-26.
- Alaska Stat. § 10.50.410 — “the affairs of a limited liability company may be wound up by the (1) members or managers who have authority under AS 10.50.110 to manage the company before dissolution”. Official Alaska Legislature text. Accessed 2026-09-26.
- Alaska Stat. § 10.50.415 — “settle and close the affairs of the company” is among the listed winding-up acts. Official Alaska Legislature text. Accessed 2026-09-26.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Alaska law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Alaska law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace