LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Alaska

At a glance

Requirements one by one

Manager management begins in the articles

Alaska Stat. § 10.50.995 names Chapter 10.50 the Alaska Revised Limited Liability Company Act. Under § 10.50.075, the articles must state manager management when that structure applies. Otherwise members manage. § 10.50.110 gives a manager exclusive management power only to the extent authorized by the written all-member operating agreement.

The agreement may change the default appointment, removal, eligibility, term, and replacement rules. But § 10.50.125 preserves a notice-based resignation escape even if the agreement says the manager has no right to resign.

More than half of all members appoints and removes

Under § 10.50.115, more than half of all members must authorize a manager's appointment, removal, or replacement unless the agreement provides otherwise. That is member headcount, not capital-account, contribution, or ownership percentage.

The section states no direct-action meeting, writing, signature, cause, advance-notice, acceptance, public-filing, or effective-time condition. Separate governing-document and service-contract requirements can still apply.

Nonmembers and entities may serve and hold over

§ 10.50.120 permits a manager who is not a member or an individual and permits more than one manager. The Act states no general age, residency, licensing, number cap, or fixed term.

Unless the agreement changes the rule, the manager holds office until a successor is elected and qualified unless the manager resigns or is removed earlier.

Resignation has a mandatory notice escape

The agreement may set the time or events for resignation and may even say the manager has no resignation right. Even then, § 10.50.125(b) lets the manager resign at any time by giving notice to the members and every other manager. The statute requires notice but no acceptance or public filing.

The escape is not consequence-free. If resignation breaches the agreement, the LLC may recover damages and offset them against an amount otherwise distributable to the resigning manager.

Alaska also has a unique sole-manager fallback. If the members do not agree on a new manager within 90 days after the sole manager resigns, every member gets management say proportional to that member's capital account.

Other vacancies remain agreement-driven

The ordinary appointment majority may select a replacement, and the incumbent holds over until a successor is elected and qualified unless resignation or removal occurs first. Chapter 10.50 states no separate manager-vacancy procedure for death, incapacity, entity termination, disqualification, or term expiration, and no general remaining-manager filler or advance-successor rule. The agreement and other applicable law must supply those mechanics.

Manager office and membership are also separate. The Act permits a nonmember manager. The membership-ending events in §§ 10.50.180 to 10.50.225 do not expressly end a separately held manager office, and manager resignation or removal is not itself a listed membership-ending event.

A first-year change can require an interim filing

The biennial report under § 10.50.755 lists every manager and each person's address. Under § 10.50.765, a manager change during the first year of the biennial reporting period requires an interim notice before the following January 2. The notice identifies the new manager, the person replaced, and the office held.

Unless the agreement provides otherwise, § 10.50.860 also requires current and past internal lists of every manager and member. These records disclose the change; they do not replace the member authorization that creates or ends the office.

Ending office does not settle liability or authority

Wrongful resignation can leave damages and an offset under § 10.50.125. Conversely, the indemnification right in § 10.50.148 expressly continues after a person ceases to be manager.

Manager care under § 10.50.135, agency under § 10.50.250, conflicts, employment and service contracts, compensation, insider loans, distributions, member liability, judicial dissolution, and winding up remain separate. Ending the office does not decide those questions.

What trips people up

• The agreement cannot make resignation literally impossible. Notice to the members and other managers still permits exit, though breach damages may follow.
• The sole-manager fallback uses capital accounts. It begins only if members fail for 90 days to agree on a replacement after resignation.
• Appointment and removal use member headcount. Do not substitute ownership or capital percentages for “more than one-half of all” members.
• Some manager changes need an interim public notice. The trigger is a change during the first year of the biennial reporting period.

Common questions

May an Alaska LLC manager be a nonmember entity?

Yes by default. Section 10.50.120 permits a manager who is not an individual or a member, unless the operating agreement provides otherwise.

May members remove a manager without cause?

The Act requires authorization by more than half of all members and states no general cause condition. The operating agreement may change the process.

May the operating agreement prohibit resignation?

It may deny the contractual right, but § 10.50.125 still permits resignation at any time by notice to the members and other managers. A breach can support damages and an offset.

Does every manager change wait for the next biennial report?

No. A first-year change in the reporting period requires an interim notice before the following January 2 under § 10.50.765.

Statutes and sources

• Alaska Stat. §§ 10.50.075, .095, and .110-.125 — public management election, agreement control, appointment, removal, replacement, eligibility, holdover, resignation, damages, and the sole-manager fallback. Official Chapter 10.50 (accessed August 30, 2026).
• Alaska Stat. §§ 10.50.130-.148 and .250-.265 — duties, indemnification, agency, company knowledge, and member third-party liability. Official Chapter 10.50 (accessed August 30, 2026).
• Alaska Stat. §§ 10.50.180-.225, .755, .765, and .860 — membership-ending events, manager disclosure, interim change notice, and internal manager lists. Official Chapter 10.50 (accessed August 30, 2026).