In Alaska, an Unwritten Deal Is Not an Operating Agreement
Most states let an operating agreement be oral, implied, or a mixture of writing and conduct. Alaska does not. AS 10.50.990(17) defines an operating agreement as a written agreement among all of the members of a limited liability company about conducting the affairs of the company. A handshake between two members in Anchorage is a contract about many things, but under the Alaska Revised Limited Liability Company Act it is not an operating agreement, and every provision of the act that begins with the words unless otherwise provided in an operating agreement passes it by.
That definition is the single most important fact on this page. It means the question is never whether your understanding counts. It is whether anything is on paper. AS 10.50.095 then confirms that adopting one is optional: the members of a limited liability company may adopt an operating agreement for the company and may amend and repeal the agreement. Optional, written, and never filed. There is no form for it at the Division of Corporations, Business and Professional Licensing, no fee, and no place on the Articles of Organization to reference it.
The same section contains a provision almost nobody expects. AS 10.50.095 also says the articles of organization may restrict or eliminate the power of the members to adopt, amend, or repeal an operating agreement. If a template filed years ago carries that language, the members cannot fix their own governance without first amending the public record. That is worth checking before you draft anything. See amending Alaska articles if it applies to you.
What the act does with an Alaska LLC that never wrote one
Money splits evenly. AS 10.50.290 provides that unless otherwise provided in an operating agreement, a member is repaid the member's contribution to capital and shares equally in the profits and other assets of the company remaining after liabilities are satisfied. AS 10.50.300 does the same for cash along the way: if the operating agreement does not provide for interim distributions, the interim distribution to each member shall be equal.
Votes are counted by head, not by dollars. AS 10.50.150(a) gives the decision to more than one half of all of the members of a member managed company. AS 10.50.150(c) then requires the written consent of all of the members to amend the articles, to amend the operating agreement, or to authorise an act that contravenes the operating agreement. Managers are appointed and removed by more than one half of all members under AS 10.50.115, and admitting a new member without an operating agreement takes the written consent of every existing member under AS 10.50.155(a)(1)(B). Dissolution under AS 10.50.400(2) requires all members to consent in writing.
Why a one-member Alaska LLC writes one anyway
Alaska gives a sole member something valuable and then asks for evidence that the company is real. AS 10.50.380(e) states that the charging order section applies to limited liability companies with only one member as well as to limited liability companies with more than one member. Most states either say nothing about the point or write a carve out that strips one-member companies of the protection. Alaska legislated in the opposite direction.
A sole member document is also the succession plan. AS 10.50.385 provides that if a member dies or is adjudged incompetent, the member's executor, administrator, guardian, conservator or other legal representative has the rights of an assignee of the member's interest. An assignee under AS 10.50.375(c) receives distributions and nothing else: no management, no membership, no vote. Without an operating agreement naming a successor mechanism, the family of a deceased sole member inherits the cash flow of a company nobody has authority to run. Our single-member LLC guide covers the wider hygiene.
What Belongs in an Alaska Operating Agreement
The Alaska position in one table
| Question | Alaska answer |
|---|---|
| Required by statute? | No |
| Must it be written? | Yes. The statutory definition allows nothing else |
| Filed with the state? | No. No form, no filing, no fee |
| Governing act | Alaska Revised Limited Liability Company Act |
| Manager duty of care | Statutory and not written as waivable |
| Series LLCs | Not available under Alaska law |
| File.Business custom agreement | $99 flat |
Ten clauses carry the weight in Alaska. Each one displaces a default the act has already chosen.
1. The members and the size of each stake
Name the members and state the percentages. Because AS 10.50.290 and AS 10.50.300 both default to equal sharing, a percentage that lives only in a spreadsheet does nothing. It has to be in the written agreement.
2. Capital in, and capital calls later
Record what each member contributed and its agreed value, then decide whether the company can call for more. Capital accounts are not merely accounting in Alaska: AS 10.50.125(b) makes them the fallback measure of management say if a sole manager resigns and the members cannot agree on a replacement within ninety days.
3. Member managed or manager managed
AS 10.50.110(a) leaves management with the members unless the articles of organization say otherwise, and this is one of the few structural choices Alaska puts in the public filing rather than the private agreement. Whichever you choose, the agreement sets the authority limits.
4. Vote weighting and approval thresholds
Convert the head count default in AS 10.50.150(a) into whatever weighting the members actually intend, and then list the decisions that need more than a simple majority. Leave the unanimity in AS 10.50.150(c) alone at your peril: a single member can otherwise block every amendment.
5. Profit allocation and the distribution schedule
Separate the allocation of taxable profit from the timing of cash. AS 10.50.295 expressly allows an operating agreement to authorise different interim distributions for different classes of members, which is how preferred returns and catch ups are built in Alaska.
6. Transfers, pledges and rights of first refusal
AS 10.50.375 permits assignment and limits the assignee to distributions, and AS 10.50.375(f) confirms that an operating agreement may set different terms. Note AS 10.50.375(g): unless the agreement says otherwise, pledging an interest as security is not an assignment, so a lender taking collateral does not disturb the member's rights until it forecloses.
7. Admission, withdrawal and buyout price
Without an agreement, admission requires the written consent of all members under AS 10.50.155(a)(1)(B). Write the admission route you want and then write the buyout formula, because Alaska supplies no valuation method and an appraisal fight in a small market is expensive.
8. Dissolution triggers and the payout order
AS 10.50.400 dissolves the company on an event named in the agreement, on the written consent of all members, or on a court decree. If you want a deadlock breaker or a buy sell instead of a wind up, it goes in the agreement. Our Alaska dissolution guide sets out the filing side.
9. Federal tax election and who controls it
Alaska has no personal income tax, so the federal election carries the whole question. Say who signs Form 2553 or Form 8832, who may revoke it, and whether the company must distribute enough cash to cover the members' tax on allocated income.
10. Disputes, forum and the amendment threshold
Distance matters here more than in most states. Naming a forum, and naming mediation before litigation, saves real money when members are spread between Southeast, the Interior and the Lower 48. Then set the amendment threshold you want in place of the statutory unanimity.
Form your LLC
If you would rather not do this yourself, we prepare the articles, check name availability with the state, and file it for you. Or keep reading and file it on your own. This guide covers everything you need either way.
Creditors and the Alaska Charging Order
AS 10.50.380 is short and unusually firm. Subsection (a) lets a judgment creditor apply to charge the member's interest. Subsection (b) limits the creditor to the rights of an assignee, which under AS 10.50.375(c) means distributions and no participation in management. Subsection (c) then closes the other doors: the section provides the exclusive remedy, and other legal or equitable remedies, including foreclosure on the member's 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.
Subsection (e) is the sentence that distinguishes Alaska from most of the country: this section applies to limited liability companies with only one member as well as to limited liability companies with more than one member. Arkansas, Florida and the District of Columbia each let a court sell the whole interest of a sole member. Alaska does not. The practical consequence is that the distribution clause in your written agreement is doing asset protection work, because a charged creditor is waiting on distributions the company decides whether to make.
Duties the Alaska Act Does Not Hand Back to You
Alaska is not a freedom of contract state on fiduciary duties, and the drafting shows it. AS 10.50.135(a) requires a manager or managing member to perform the duties of management in good faith, in a manner the person reasonably believes to be in the best interests of the company, and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. That section opens with no unless otherwise provided clause, unlike almost every neighbouring section of the act.
Compare AS 10.50.130, which does open that way: unless otherwise provided in an operating agreement, a member of a manager managed company who is not a manager does not owe the fiduciary duty of a manager when acting solely as a member. So the agreement can add duties to passive members, and it can define the conflict of interest process, but the manager's care standard is a floor. AS 10.50.140 supplies the safe harbour for interested transactions: full disclosure to the members plus approval in good faith with the interested manager not voting. AS 10.50.145 goes further and requires the approval of two thirds of members before the company lends to a manager or managing member. A drafted Alaska agreement builds a disclosure and approval routine around those sections rather than pretending to waive them.
Three Alaska Companies in Practice
Example one: Kachemak Marine Refit, Homer
Two partners rebuild commercial fishing vessels. One put in $340,000 for the travel lift and the yard lease, the other put in $18,000 and worked the winters. Nothing was written. The company distributed $260,000 after a strong season, and AS 10.50.300 made that $130,000 each. The member who financed the yard had no statutory route to more. A single written distribution clause would have moved about $115,000 in that year alone.
Example two: Turnagain Ridge Lodging, Girdwood
Four members held a lodge worth roughly $2.1 million. One died. Under AS 10.50.385 his executor took the rights of an assignee: a claim on distributions, no vote, and no seat in management. The estate wanted liquidity, the surviving three wanted to keep the lodge, and there was no buyout formula, no price and no funding mechanism. They eventually settled on an appraisal after a year of correspondence. A cross purchase clause funded by term life would have closed the same gap in a month.
Example three: Chena Interior Freight, Fairbanks
A sole member operator lost a $185,000 personal judgment after a vehicle claim outside the business. The creditor sought to seize and sell the membership interest. AS 10.50.380(c) and (e) closed that route: no foreclosure, no accounts, no inquiries, and the one member status made no difference. The creditor was left with a charging order against distributions. Because the written agreement set a documented reinvestment policy rather than automatic monthly draws, the company kept operating and the judgment was settled at a discount two years later.
Five Mistakes That Cost Alaska Members Money
Mistake 1: Believing an understanding is an operating agreement
In forty something states an oral arrangement can be an operating agreement. In Alaska it cannot, because AS 10.50.990(17) defines the term as a written agreement. Members who say they agreed on a seventy thirty split and never wrote it down are governed by the equal sharing rules in AS 10.50.290 and AS 10.50.300, and no amount of email history changes the definition.
Mistake 2: Skipping it because there is one member
The one member company gets the strongest creditor protection in the act under AS 10.50.380(e), and it needs the document that proves the company is a real business and not the owner's second wallet. It also needs the successor mechanism, because AS 10.50.385 gives a personal representative economic rights only.
Mistake 3: Adding a member without amending anything
Every new member adds a head to the AS 10.50.150(a) majority, an equal share to the AS 10.50.300 distribution, and another written consent to the AS 10.50.150(c) unanimity list. Amend the agreement at the same meeting that admits the member, and record the new capital accounts.
Mistake 4: Trying to file it or reference it in the articles
There is no Alaska filing for an operating agreement and no fee. Worse, an old template that put a restriction on amending the agreement into the articles can lock the members out of their own governance under AS 10.50.095. Your public filings are the Articles of Organization, the biennial report and your registered agent designation. The Alaska biennial report is the recurring one, at $100 for a domestic entity and $200 for a foreign one, and the state business licence is separate at $50.
Mistake 5: Drafting a duty of care waiver Alaska does not allow
Templates written for Delaware routinely eliminate every duty except the implied covenant. AS 10.50.135 states the care standard for managers and managing members without a contracting out clause, so a clause copied from a Delaware form is at best unenforceable and at worst evidence that the manager thought the standard did not apply. Build the AS 10.50.140 disclosure and approval process instead.
The Financial Consequence of Staying Silent
Alaska imposes no penalty for the missing document, because the state never asked for it. The cost shows up in four places, and the figures below are arithmetic on the facts given rather than a survey of legal fees.
The first is the distribution split. On the Homer facts, one season of equal sharing moved about $115,000. Repeat that for four years on similar numbers and the transfer is roughly $460,000. The second is the frozen decision: unanimity under AS 10.50.150(c) means a single member can veto an amendment indefinitely, and the value of a blocked refinancing or a blocked sale is the whole transaction. The third is the death of a member, where an estate with assignee rights and no buyout formula turns a $2.1 million asset into a negotiation.
The fourth is the bank. Alaska lenders and banks ask for the operating agreement at account opening for a multi member company, and a business that trades for a quarter through a personal account while it sorts governance has created the commingling record that a later plaintiff will use. If the entity itself has lapsed, deal with reinstatement before that meeting rather than after it.
What Alaska Banks and Counterparties Ask For
Expect a bank to want the filed Articles of Organization, the EIN letter, beneficial owner identification, the current business licence, and the operating agreement. The agreement is the document that establishes who may sign, because Alaska has no public register of company authority. Vessel lenders, aviation lessors and the boroughs that issue permits ask for the same authority pages.
The file also carries the separateness argument. Courts asked to disregard an LLC look at whether the company kept its own accounts, held real capital, made decisions through the body its governing document names, and documented distributions. An agreement naming a manager who never acted is worse than none, because it records the gap. If you trade outside Alaska you will produce the same file again for foreign qualification, usually alongside an Alaska certificate of compliance.
How File.Business Drafts Alaska Operating Agreements
We start by reading your Articles of Organization, because AS 10.50.095 lets the articles restrict the members' power to adopt or amend an agreement and AS 10.50.110(a) puts the management election there as well. Then we work through capital and percentages, the profit and distribution split that displaces AS 10.50.290 and AS 10.50.300, voting weights against the head count default, transfer and buyout terms, succession in light of AS 10.50.385, and the conflict of interest process that AS 10.50.140 and AS 10.50.145 assume you have.
Free templates against a drafted Alaska agreement
The usual template failure in Alaska is a Delaware fiduciary waiver bolted onto an act that does not permit it, next to a distribution clause that never says it is displacing the equal sharing rule. A drafted agreement names the sections it is overriding and leaves the ones it cannot. If you also trade under another name, add a business name registration, and read operating agreement essentials for the general framework. Changing agents later is its own filing, described in changing an Alaska registered agent.
Alaska Operating Agreement FAQ
Does Alaska require an LLC to have an operating agreement?
No. AS 10.50.095 says the members of a limited liability company may adopt an operating agreement and may amend and repeal it. Nothing in the Alaska Revised Limited Liability Company Act requires one, and no state office asks to see it.
Can an Alaska operating agreement be oral?
No. AS 10.50.990(17) defines an operating agreement as a written agreement among all of the members of a limited liability company about conducting the affairs of the company. An unwritten understanding is not an operating agreement in Alaska, so every default rule in the act applies as if nothing had been agreed.
Do I file the operating agreement with the State of Alaska?
No. There is no filing and no fee. The operating agreement is an internal record kept by the company. The Articles of Organization, the biennial report and the business licence are the public filings.
How are profits split in an Alaska LLC with no agreement?
Equally. AS 10.50.290 provides that unless otherwise provided in an operating agreement, each member is repaid the member's contribution and shares equally in the profits and other assets remaining after liabilities. AS 10.50.300 applies the same equal treatment to interim distributions.
Does a single-member Alaska LLC keep charging order protection?
Yes. AS 10.50.380(e) states that the section applies to limited liability companies with only one member as well as those with more than one member, and AS 10.50.380(c) bars foreclosure on the interest and bars court orders for directions, accounts and inquiries.
Can an Alaska agreement waive a manager's duty of care?
The act does not provide for it. AS 10.50.135 sets the good faith and ordinarily prudent person standard for managers and managing members without the unless otherwise provided in an operating agreement language that appears throughout the rest of the chapter. Alaska agreements manage conflicts through the disclosure and approval route in AS 10.50.140 instead.
What happens to an Alaska membership interest when a member dies?
The personal representative takes the rights of an assignee. AS 10.50.385 gives the executor, administrator, guardian or conservator only the rights of an assignee, which under AS 10.50.375(c) means distributions with no right to participate in management or become a member. A buyout clause in the operating agreement is what turns that into a clean exit.
Need a custom Alaska Operating Agreement?
File.Business drafts Alaska-specific Operating Agreements at $99 flat: customized for single-member or multi-member structure, ownership percentages, capital contributions, tax election preferences, and management structure. Includes member-signature template and document-vault storage.
Doing this in Alaska specifically: our Alaska operating agreement page covers the drafting itself, including the clauses that displace equal sharing and the succession language that AS 10.50.385 makes necessary.
Every statutory reference on this page was read in the Alaska Statutes on the Legislature's own site. Sections are amended and renumbered; confirm the current text before you rely on it.
Disclosure. File.Business is a private filing service, not a government agency and not a law firm. We prepare and submit filings at your direction, and nothing on this page is legal or tax advice. Filing fees, deadlines, and statutory references are current as of the last-updated date shown above and can change. Confirm current requirements with the relevant state agency before you file.
