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Sec. 10.50.400. Dissolution.

A limited liability company is dissolved and its affairs shall be wound up when the first of the following occurs: (1) at the time or on the happening of events specified for dissolution in an operating agreement of the company; (2) all of the members of the company consent in writing; or (3) the superior […]

Sec. 10.50.405. Dissolution by court.

On application by or for a member of a limited liability company, the superior court may order the company dissolved if the court determines that it is impossible for the company to carry on the purposes of the company.

Sec. 10.50.408. Involuntary dissolution by commissioner.

(a) A limited liability company may be dissolved involuntarily by the commissioner if (1) the company is delinquent six months in filing its biennial report or in paying a fee or a penalty; (2) the company has failed for 30 days to appoint and maintain a registered agent in the state; (3) the company has […]

Sec. 10.50.410. Authority to wind up.

Unless otherwise provided in an operating agreement, the affairs of a limited liability company may be wound up by the (1) members or managers who have authority under AS 10.50.110 to manage the company before dissolution; or (2) superior court on the application of a member of the company or the member’s legal representative or […]

Sec. 10.50.415. Acts of winding up.

Unless otherwise provided in an operating agreement of the company, a person winding up the affairs of a limited liability company may, in the name of, and for and on behalf of, the company, (1) prosecute and defend court actions; (2) settle and close the affairs of the company; (3) dispose of and transfer the […]

Sec. 10.50.420. Agency power of manager or member after dissolution.

(a) Except as provided in (b) – (d) of this section, after dissolution of a limited liability company, a member having authority to wind up the company’s affairs can bind the company by an act that (1) is appropriate for winding up the company’s affairs or completing transactions unfinished at dissolution; or (2) would have […]

Sec. 10.50.425. Distribution of assets.

Upon the winding up of a limited liability company, the assets of the company shall be distributed in the following manner and order of priority: (1) payment, or adequate provision for payment, to creditors, including, to the extent permitted by law, members who are creditors and not covered by (2) of this section, in satisfaction […]

Sec. 10.50.430. Articles of dissolution.

After the dissolution of a limited liability company under AS 10.50.400, the limited liability company may file articles of dissolution with the department. The articles must state (1) the name of the company; (2) the date of filing of the company’s articles of organization and of any amendments to the articles of organization; (3) the […]

Sec. 10.50.435. Known claims against dissolved limited liability company.

(a) Upon dissolution, a limited liability company may dispose of the known claims against it by filing articles of dissolution under AS 10.50.430 and following the procedures described in this section. (b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of […]

Sec. 10.50.440. Unknown claims against dissolved limited liability company.

(a) If a limited liability company publishes a newspaper notice in accordance with (b) of this section and files articles of dissolution under AS 10.50.430, the following claims are barred unless the claimant commences a proceeding to enforce the claim against the company within three years after the later of the publication date of the […]