Single-Member LLC Operating Agreement — Alaska

Single-Member LLC Operating Agreement (Alaska)

This Single-Member Limited Liability Company Operating Agreement (this "Agreement") is entered into and effective as of [__/__/____] (the "Effective Date") by and between [____] (the "Sole Member") and [____], an Alaska limited liability company (the "Company").

Quick-Reference Summary

Article I — Formation

1.1 Formation. The Company was formed as an Alaska limited liability company on [__/__/____] by the filing of Articles of Organization with the Alaska Division of Corporations, Business and Professional Licensing, pursuant to AS 10.50.075. The Sole Member adopts and ratifies that filing.

1.2 Name. The name of the Company is "[____]." The name complies with AS 10.50.020 and contains "limited liability company," "limited company," or an authorized abbreviation ("L.L.C.," "LLC," "L.C.," or "LC").

1.3 Principal Office. The principal office of the Company is located at [____].

1.4 Registered Agent and Registered Office. Pursuant to AS 10.50.055, the Company's registered agent is [____], whose registered office address is [____], Alaska.

1.5 Duration. The Company has perpetual existence unless a period of duration is stated in the Articles of Organization or the Company is dissolved as provided in Article VII.

1.6 Operating Agreement Authority. This Agreement is the "operating agreement" of the Company within the meaning of AS 10.50.075 and AS 10.50.990, and governs the Company's internal affairs to the maximum extent permitted by the Alaska Revised Limited Liability Company Act.

Article II — Purpose and Powers

2.1 Purpose. The Company is formed for the following business: [____], and for any lawful purpose under AS 10.50.010. If an activity is subject to another provision of law, the Company shall also comply with that law (AS 10.50.015).

2.2 Powers. The Company has all powers granted to a limited liability company under the Alaska Revised Limited Liability Company Act and applicable Alaska law.

2.3 No Unlawful Activity. Nothing in this Agreement authorizes any business or activity prohibited by Alaska or federal law.

Article III — Member (Sole Member)

3.1 Identity of Sole Member. The Sole Member is [____], whose address is [____]. The Sole Member owns one hundred percent (100%) of the Company.

3.2 Initial Capital Contribution. The Sole Member has contributed to the Company the following property and/or services, valued at $[____]:

[____]

3.3 Additional Contributions. The Sole Member is not obligated to make additional contributions but may do so at any time. Additional contributions shall be credited to the Sole Member's capital account.

3.4 Limited Liability. Pursuant to AS 10.50.265, a member or manager is not personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a member or acting as a manager.

3.5 Admission of Additional Members. No additional member may be admitted without (a) the written consent of the Sole Member, and (b) an amendment to this Agreement converting it into a multi-member operating agreement compliant with the Act.

Article IV — Management

4.1 Management Structure. The Company is (check one):

☐ Member-managed (default under AS 10.50.110). The Sole Member manages and conducts the Company's business and affairs.

☐ Manager-managed. The Sole Member designates [____] as the initial Manager. Manager-managed status is reflected in the Articles of Organization.

4.2 Authority. Subject to Section 4.1, the Sole Member (or Manager) has the authority to take any action permitted under the Act, including without limitation the authority to:

(a) execute and deliver contracts, deeds, leases, notes, and other instruments;
(b) open, maintain, and close bank, brokerage, and credit accounts;
(c) hire, supervise, and terminate employees, independent contractors, and agents;
(d) acquire, hold, encumber, and dispose of real and personal property;
(e) borrow money and incur indebtedness; and
(f) institute, defend, settle, or compromise legal actions in the name of the Company.

4.3 Officers (Optional). The Sole Member or Manager may appoint officers who shall serve at the pleasure of the appointing authority.

4.4 Standards of Conduct. The Sole Member (or Manager) shall discharge duties consistent with the Alaska Revised Limited Liability Company Act, including the obligation of good faith. Because the Company has only one member, duties owed to other members do not give rise to actionable claims by any other member, but remain relevant to creditor and veil-piercing analyses.

4.5 Separate Existence; Recordkeeping. To preserve the Company's limited liability shield, the Sole Member shall:

(a) maintain the Company's books and records separately from personal records;
(b) maintain a bank account in the Company's name;
(c) avoid commingling Company assets with personal assets;
(d) sign contracts in the Company's name (e.g., "[Company Name], LLC, by [Member Name], Sole Member"); and
(e) maintain the records required by AS 10.50.

Article V — Capital Accounts and Distributions

5.1 Capital Account. The Company shall maintain a capital account for the Sole Member in accordance with U.S. Treasury Regulations § 1.704-1(b)(2)(iv) to the extent applicable.

5.2 Distributions. The Sole Member may cause the Company to distribute cash or other property at any time, subject to Section 5.3.

5.3 Limitations on Distributions. No distribution shall be made if, after giving effect to it, the Company would be unable to pay its debts as they become due in the ordinary course of business, or the Company's total assets would be less than the sum of its total liabilities. The Sole Member acknowledges potential personal liability for improper distributions under the Act.

5.4 Federal Tax Classification. The Company is treated for federal income tax purposes as (check one):

☐ A disregarded entity (the default under Treas. Reg. § 301.7701-3(b)(1)(ii)).

☐ An association taxable as a corporation, effective [__/__/____], pursuant to IRS Form 8832.

☐ An S corporation, effective [__/__/____], pursuant to IRS Form 2553.

5.5 Alaska Tax. Alaska imposes no state individual income tax and no statewide sales tax; however, certain Alaska boroughs and municipalities impose local sales taxes, and the Company may be subject to the Alaska corporate net income tax if it elects corporate classification or is otherwise taxable as a corporation. The Sole Member shall register for and remit any applicable local taxes.

Article VI — Transfer of Interest / Charging Order (AS 10.50.380)

6.1 Limited Liability Company Interest. The Sole Member's limited liability company interest is personal property representing the right to receive distributions and the Sole Member's share of profits and losses.

6.2 Assignment of Interest. Pursuant to AS 10.50.400, the Sole Member may assign all or part of the Sole Member's limited liability company interest. An assignee acquires only the right to receive distributions, not management or informational rights, unless and until admitted as a member.

6.3 Charging Order Remedy (Exclusive; No Foreclosure; Single-Member Covered). Under AS 10.50.380:

(a) on application by a judgment creditor of a member, a court may charge the member's limited liability company interest for payment of the unsatisfied amount of the judgment; to the extent so charged, the judgment creditor has only the rights of an assignee of the member's interest;
(b) this section provides the EXCLUSIVE remedy that a judgment creditor of a member or a member's assignee may use to satisfy a judgment out of the judgment debtor's interest in the Company;
(c) other legal or equitable remedies — including foreclosure on the member's limited liability company interest and a court order for directions, accounts, and inquiries — are NOT available to the judgment creditor and may not be ordered by a court; and
(d) AS 10.50.380(e) expressly provides that this section applies to limited liability companies with only one member as well as to limited liability companies with more than one member.

6.4 No Management or Informational Rights for Creditor. No charging order or assignment confers upon any creditor or assignee any right to participate in the management of the Company or to inspect Company records.

6.5 Death or Incapacity of Sole Member. Upon the death or adjudicated incapacity of the Sole Member, the Sole Member's interest passes by will, intestate succession, or pursuant to the Sole Member's estate plan. To avoid dissolution, the personal representative or successor trustee should promptly admit a successor member.

Article VII — Dissolution

7.1 Events of Dissolution. The Company is dissolved upon the first to occur of:

(a) an event specified in this Agreement or the Articles of Organization;
(b) the written consent of the Sole Member;
(c) the entry of a decree of judicial dissolution; or
(d) administrative dissolution under applicable Alaska law.

7.2 Winding Up. Upon dissolution, the Company's affairs shall be wound up in accordance with AS 10.50.400 et seq., including by liquidating assets, paying creditors, and distributing the remainder to the Sole Member.

7.3 Articles of Dissolution. The Sole Member shall cause articles of dissolution to be filed with the Alaska Division of Corporations and shall satisfy any final tax obligations.

Article VIII — State-Specific Provisions

8.1 Alaska LLC Act Controls. This Agreement is governed by the Alaska Revised Limited Liability Company Act and other applicable Alaska law. To the extent permitted by the Act, the provisions of this Agreement control over inconsistent default rules.

8.2 Biennial Report. The Company shall file its biennial report with the Alaska Division of Corporations, Business and Professional Licensing under AS 10.50.750, due every two years by January 2 of the filing year (the initial report is due within six months of formation).

8.3 Alaska Business License. The Company shall obtain and maintain an Alaska business license under AS 43.70 and any required professional licenses.

8.4 Registered Agent Maintenance. The Sole Member shall cause the Company to continuously maintain a registered agent and registered office in Alaska under AS 10.50.055.

8.5 Asset-Protection Acknowledgment. The Sole Member acknowledges that Alaska's express single-member charging-order protection (Section 6.3) is not a substitute for adequate capitalization, observance of formalities, and avoidance of fraudulent transfers under Alaska law.

Article IX — General Provisions

9.1 Amendment. This Agreement may be amended at any time by a writing signed by the Sole Member.

9.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.

9.3 Entire Agreement. This Agreement constitutes the entire agreement between the Sole Member and the Company regarding the subject matter hereof.

9.4 Governing Law; Venue. This Agreement is governed by the laws of the State of Alaska without regard to its conflict-of-laws principles. Venue for any dispute shall lie in the state or federal courts located in [____], Alaska.

9.5 Successors and Assigns. This Agreement binds and inures to the benefit of the Sole Member's heirs, personal representatives, successors, and permitted assigns.

9.6 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.

9.7 Effective Date. This Agreement is effective as of the Effective Date set forth in the preamble.

Signature Block

IN WITNESS WHEREOF, the undersigned has executed this Single-Member LLC Operating Agreement as of the Effective Date.

SOLE MEMBER:

Signature: [____]

Printed Name: [____]

Date: [__/__/____]

COMPANY:

[____], an Alaska limited liability company

By: [____]

Name: [____]

Title: ☐ Sole Member ☐ Manager

Date: [__/__/____]

Pre-Execution Checklist

☐ Articles of Organization have been filed with the Alaska Division of Corporations and the Company is in good standing.
☐ The Company has obtained a Federal Employer Identification Number (EIN) from the IRS.
☐ An Alaska registered agent and registered office have been appointed.
☐ A bank account in the Company's name has been opened.
☐ Initial capital contribution has been documented and deposited.
☐ The Sole Member has selected member-managed vs. manager-managed.
☐ If electing C-corp or S-corp taxation, Form 8832 and/or Form 2553 has been timely filed with the IRS.
☐ The initial report (within six months) and biennial report (AS 10.50.750) have been calendared.
☐ An Alaska business license (AS 43.70) has been obtained.
☐ The Sole Member has reviewed AS 10.50.380 charging-order protections (including the single-member provision).
☐ Applicable local (borough/municipal) sales tax registration has been confirmed and obtained.
☐ The Sole Member has consulted with Alaska-licensed counsel and a qualified tax professional.
☐ All [____] fields have been completed and check-the-box selections have been made.

Sources and References

• Alaska Revised Limited Liability Company Act, AS 10.50: https://law.justia.com/codes/alaska/title-10/chapter-50/
• AS 10.50.380 (Rights of judgment creditors — charging order; single-member): https://law.justia.com/codes/alaska/title-10/chapter-50/article-10/section-10-50-380/
• Alaska Division of Corporations, Business and Professional Licensing: https://www.commerce.alaska.gov/web/cbpl/Corporations.aspx
• Alaska Business License (AS 43.70): https://www.commerce.alaska.gov/web/cbpl/BusinessLicensing.aspx
• IRS Form 8832 (Entity Classification Election): https://www.irs.gov/forms-pubs/about-form-8832
• IRS Form 2553 (Election by a Small Business Corporation): https://www.irs.gov/forms-pubs/about-form-2553