LLC Statement-of-Authority and Third-Party Reliance Requirements in Alaska

At a glance

Requirements one by one

Alaska has no general public authority statement

The complete current Chapter 10.50 contains no filing comparable to a uniform- act statement of authority. An LLC therefore has no statutory authority- statement filer, named-person or position grant or limit, denial, statement- specific fee or effective time, value-reliance presumption, certified-copy realty overlay, or automatic expiration rule.

The public articles perform a narrower job. Under AS § 10.50.075, they state whether the company is manager-managed and may include lawful provisions for internal affairs. Section 10.50.110 then places management in members unless the articles choose manager management and uses the operating agreement to define the manager’s power.

Outsider binding turns on transaction scope and knowledge

Under § 10.50.250, a member of a member-managed company is an agent for company affairs. An act that appears usual and customary—including executing an instrument—binds unless the member lacked authority and the counterparty knew that fact.

In a manager-managed LLC, membership alone creates no agency and a manager has the parallel rule. A nonusual act needs operating-agreement authorization, and a contrary restriction does not bind the LLC to a person who lacks knowledge of it. This is not a filed-grant reliance or filed-limitation notice system.

Property transfers have their own signer and recovery rules

§§ 10.50.350 to 10.50.360 require LLC property to be held and conveyed in the company’s name. A member ordinarily signs the transfer instrument; in a manager-managed LLC, a manager signs and a member acting solely as member lacks that transfer authority.

If the initial instrument did not bind the LLC under § 10.50.250, the company may recover the property. The stated exception applies after the property reaches a subsequent transferee who gives value without notice that the initial signer lacked authority. That is not a certified-copy public statement or a general assurance of deed validity, title, recording, or priority.

What trips people up

• The articles’ management election is not an authority statement. It does not create a named grant, denial, or statutory reliance lifecycle.
• Knowledge is load-bearing. An internal lack or restriction of authority may not prevent binding when the counterparty lacks the knowledge the statute requires.
• The property exception protects a subsequent transferee. Do not flatten it into a general protection for every initial transferee.
• A transfer-signer rule is not a title opinion. Separate execution, acknowledgment, recording, fraud, and priority law still matters.

Common questions

Can an Alaska LLC file the uniform-act authority statement?

No. Current Chapter 10.50 uses articles, an operating agreement, member-or- manager agency, and property-transfer rules instead.

Who is the statutory agent?

A member in member management or a manager in manager management, subject to the statute’s authority, transaction-scope, and counterparty-knowledge rules.

Who signs an LLC property transfer?

A member ordinarily signs; a manager signs for a manager-managed company, where a member acting only as member lacks statutory transfer authority.

Does the statute protect every buyer without notice?

No. Section 10.50.360’s exception is written for property transferred onward to a subsequent transferee who gives value without notice of the initial lack of authority.

Statutes and sources

• AS §§ 10.50.075 and .110 — public management election, optional internal- affairs provisions, member management, and manager power.
• AS § 10.50.250 — member/manager agency, instruments, usual-way acts, authority, and knowledge.
• AS §§ 10.50.350-.360 — company property, transfer signers, recovery, and later value-without-notice exception.

All quotations are from the complete current official Alaska Statutes print range, accessed August 30, 2026.