Formation of Limited Liability Company with the state of Alaska (USA)
The LLC name must end with “Limited Liability Company,” “LLC” or “L.L.C.” Names cannot contain words pertaining to a city. The name may not contain language stating or implying that the corporation is organized for a business purpose other than the one permitted by the Articles of Organization. The name cannot be the same as or deceptively similar to that of another company incorporated or registered to transact business in the state.
Articles Of Organization And Operating Agreement
Articles of Organization, sometimes also called a Certificate of Organization, must be prepared and filed with the Secretary state of Alaska. Filing fees along with any applicable initial franchise taxes or other initial fees must also be paid. An LLC operating agreement is not required in Alaska, but is highly advisable. Member/Manager names and addresses are not required to be listed in the Articles of Organization.
An LLC does not issue shares and therefore does not have shareholders. The owners of an LLC are referred to as members. An Alaska LLC may have a minimum of one Member (owner) or more. Each member of an Alaska LLC is liable only to the extent of his or her percentage of ownership in the LLC. Members may be individuals or corporate bodies. There is no limit on the number of members allowed in an Alaska LLC. Alaska does not have a provision specifying where members/managers must reside.
An Alaska Limited Liability Company can be member-managed or manager-managed and must have one or more members/managers, who can be a physical person or legal entity of any nationality.
A member-managed LLC will function similarly to a partnership. All members have the same opportunity to provide thoughts and ideas on LLC decisions.
For a manager-managed LLC, the members appoint a manager or managers to act in a similar role to the board of directors of a corporation. The main responsibility of the manger/managers is to be in charge of LLC affairs. According to the state law, if mangers are not chosen in the Articles of Organization forms, the affairs of the LLC will automatically be directed to the members.
Registered Office And Local Agent/Secretary
According to the Alaska Limited Liability Company Act, all LLCs require to have a registered agent when the Alaska LLC is first formed and throughout the life of Alaska company. The registered agent’s name and address are included on the formation documents. This information is a matter of public record. The registered agent is responsible for receiving important legal and tax documents including: notice of litigation (service of process), franchise tax forms and annual report forms.
There are no statutory requirements concerning meetings of members or record keeping. It is recommended that with two or more members, Members’ Agreement be entered into. If meetings are held by members, this may be done anywhere in the world and in any way convenient to the members.
Usually 1 business week. We require up to 10 working days for legalization of the documents and delivery by courier.
Like S corporations, standard LLCs are pass-through entities and are not required to pay income tax to either the federal government or the State of Alaska. Instead, income from the business is distributed to individual LLC members, who then pay federal taxes on the amount distributed to them. However, because Alaska has no personal income tax, LLC members are not required to pay tax to the state on their income from the LLC.
Note, however, that while by default LLCs are classified for tax purposes as partnerships (or, for single-member LLCs, “disregarded entities”), it is possible to elect to have your LLC classified as a corporation. In that case, the LLC would also be subject to Alaska’s corporation net income tax.