LLC Voluntary Dissolution and Closure Packet

ALASKA LLC VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent domestic LLC closing. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, merger, conversion, domestication, series LLC, professional LLC, regulated entity, or an entity with unresolved ownership or authority disputes.

Separate systems remain separate. An Alaska dissolution filing does not itself close federal tax, payroll, state tax, license, bank, contract, benefit-plan, insurance, or foreign-registration accounts.

1. ENTITY AND ROUTE CHECK

☐ Alaska record reviewed for exact name, status, delinquent biennial reports, and entity type.

☐ Articles of organization, amendments, operating agreement, member ledger, and side agreements collected.

☐ This is a domestic LLC. Any foreign qualifications will be withdrawn separately.

2. ALASKA AUTHORIZATION GATE

Under Alaska Stat. § 10.50.400, identify an operating-agreement dissolution event or obtain the written consent of all members. This packet does not cover judicial dissolution.

☐ Quote and attach the operating-agreement event, or attach unanimous written member consent.

☐ Notice, signature, class, record-date, and other governing-document procedures satisfied.

☐ The approval record identifies the effective date and the person authorized to wind up and file.

Member approval record

The undersigned members approve dissolution of [LLC Name] effective [__/__/____], authorize winding up under the governing documents and Alaska law, and authorize [Name/Title] to submit the state filing after satisfying its prerequisites.

Attach additional signature pages and the approval calculation if needed.

3. WINDING-UP PLAN

Alaska Stat. §§ 10.50.410 and 10.50.415 limit the dissolved LLC to winding-up activity and identify who may act. Confirm authority before transferring assets or signing.

☐ Stop ordinary business except documented wind-up transactions.

☐ Inventory cash, receivables, property, deposits, claims, contracts, digital assets, and records.

☐ Inventory loans, leases, refunds, taxes, payroll, litigation, guarantees, liens, and contingent claims.

☐ Collect assets; preserve records and litigation holds; resolve or provide for liabilities.

☐ Apply the creditor-first distribution priority in Alaska Stat. § 10.50.425 before member distributions.

Known-claim log

Alaska Stat. §§ 10.50.435 and 10.50.440 provide optional procedures for known and other claims. Do not use either procedure unless counsel confirms every content, delivery, deadline, rejection, publication, and contingent-claim requirement.

Asset and distribution ledger

4. EMPLOYEES, TAXES, AND ACCOUNTS

☐ Final payroll, reimbursements, benefits, leave, notices, and wage statements completed.

☐ Federal final returns and information-return duties reviewed with the tax preparer; EIN retained for records.

☐ Alaska and local tax, unemployment, licensing, permit, assumed-name, and regulated-activity accounts reviewed separately.

☐ Contracts, insurance, leases, bank, merchant, domain, cloud, and other accounts closed or assigned only after outstanding items and retention needs are resolved.

5. ALASKA FILING PREPARATION

Prepare Articles of Dissolution under Alaska Stat. § 10.50.430 using Form 08-490. As of 2026-07-27, the form states a $25 filing fee and requires the entity to be in good standing with biennial reports current. Recheck the current form and fee immediately before filing.

☐ Form 08-490 uses the exact entity name and Alaska entity number.

☐ Dissolution date, statutory basis, winding-up person, and signer authority verified.

☐ Good standing and biennial-report status confirmed before submission.

☐ Filing acceptance, receipt, effective date, and rejection correspondence retained.

6. FOREIGN REGISTRATION INVENTORY

An Alaska filing does not withdraw the LLC elsewhere. Complete each foreign-jurisdiction withdrawal separately.

7. FINAL CLOSURE CERTIFICATE

The undersigned certifies for the internal record that the approval record is attached; assets and liabilities were inventoried; liabilities were paid, resolved, or provided for before distributions; the distribution ledger is complete; the required state filing was accepted; separate tax, account, and foreign-withdrawal work was completed or assigned; and records will be retained at [Location] by [Custodian] through [Date].

Authorized person: [________________________________]

Title/capacity: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Alaska Division of Corporations, current corporations statutes and regulations
• Alaska Division of Corporations, Form 08-490

Statute, form, fee, and status facts above are verified as of 2026-07-27 and must be checked again immediately before filing.