Alaska Single-Member LLC Operating Agreement
Create an Alaska single-member LLC operating agreement with state-specific guidance on default rules, charging order protection, and biennial reporting.
Introduction
A single-member LLC operating agreement is the internal document where you, as the sole owner of an Alaska LLC, set the rules for how your business runs and how profits are shared if you bring on a partner later. Alaska does not require every LLC to adopt one, but the state defines an operating agreement itself as a WRITTEN agreement signed by all members, unlike states that also recognize oral or implied agreements. Without a written agreement of your own, Alaska splits profits equally among members rather than by ownership share, and having one is still the clearest evidence your LLC is a real business, not just a personal wallet.
Key Things to Know
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Alaska does not require an LLC to adopt an operating agreement, and if you do write one, it must be in writing and signed by all members to legally count as an "operating agreement" under Alaska law (Alaska Statutes Section 10.50.990(17)), unlike states that also recognize oral or implied agreements.
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Without a written agreement, Alaska law repays each member's capital contribution first, then splits the remaining profits and assets EQUALLY among members, not in proportion to what each member contributed (Alaska Statutes Section 10.50.290).
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A charging order is the exclusive remedy a judgment creditor can use against a member's LLC interest, and Alaska's statute says so explicitly for single-member LLCs, not just multi-member ones (Alaska Statutes Section 10.50.380(c), (e)).
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Alaska has no annual franchise tax and no state income tax at all on a default pass-through LLC's profits (Alaska repealed its personal income tax in 1980). Instead, LLCs file a Biennial Report every two years ($100) and hold a separate state business license ($50 for one year or $100 for two).
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An Alaska LLC is member-managed by default unless the Articles of Organization designate it manager-managed (Alaska Statutes Section 10.50.110). Ordinary matters need a majority of members by headcount; amending the operating agreement needs the written consent of every member, unless the agreement says otherwise.
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Alaska's LLC Act does not set a specific statutory standard for how far an operating agreement can modify fiduciary duties. It supplies a duty-of-care standard for managers (Alaska Statutes Section 10.50.135) and a disclosure-and-approval safe harbor for self-dealing transactions (Alaska Statutes Section 10.50.140), but no express waiver rule beyond that.
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The operating agreement itself is not filed with the state. You form the LLC by filing Articles of Organization ($150 fee) with the Alaska Department of Commerce, Community, and Economic Development, and the LLC must continuously maintain a registered agent and office in Alaska (Alaska Statutes Section 10.50.055).
Key decisions before you file
Before you file a LLC Operating Agreement in Alaska, a few decisions shape the document: which option to choose and what each one means. The LLC Operating Agreement guide walks through them.
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Alaska Requirements for LLC Operating Agreement
The Operating Agreement governs the relations among the Members and, to the extent permitted by law, supersedes the default rules of the Alaska LLC Act. To count as an "operating agreement" under Alaska law, however, it must be a written agreement among all of the Members (Alaska Statutes Section 10.50.990(17)); Alaska does not recognize an oral or implied operating agreement the way some other states do. The Articles of Organization may restrict or eliminate the Members' power to adopt, amend, or repeal this Agreement (Alaska Statutes Section 10.50.095).
The members of the LLC shall not be personally liable for the debts, obligations, or liabilities of the LLC solely by reason of being a member, as provided under Alaska law. This protection may be lost if members fail to maintain proper separation between personal and LLC affairs.
The LLC shall continuously maintain a registered agent and a registered office in the State of Alaska (Alaska Statutes Section 10.50.055). The registered office may be the same as the LLC's own office, and the registered agent must be either an Alaska resident whose business office is the registered office or a corporation authorized to transact business in Alaska with its business office at the registered office.
This Operating Agreement shall not conflict with the LLC's Articles of Organization filed with the Alaska Department of Commerce, Community, and Economic Development, which must state the company's name, its purpose, the mailing address of its registered office and the name of its registered agent, and, if applicable, that the company is manager-managed (Alaska Statutes Section 10.50.075). In case of any conflict, the Articles of Organization control.
Unless otherwise provided in this Agreement or the Articles of Organization, in a member-managed LLC the consent of more than one-half of ALL of the Members, by headcount rather than by capital contribution, is required to decide the affairs of the Company. Amending the Articles of Organization or this Operating Agreement, or authorizing an act that contravenes this Agreement, requires the written consent of ALL of the Members (Alaska Statutes Section 10.50.150).
Except as otherwise provided in the Articles of Organization, an Alaska LLC is member-managed by default, meaning the Members themselves manage the Company's affairs (Alaska Statutes Section 10.50.110(a)). If the Articles of Organization state that the Company is managed by a manager, the manager has exclusive power to manage the Company's affairs to the extent authorized by this Agreement (Alaska Statutes Section 10.50.110(b)).
A Manager or Managing Member must perform management duties in good faith, in the Company's best interests, and with the care an ordinarily prudent person in a like position would use (Alaska Statutes Section 10.50.135). A transaction between the Company and a Manager or Managing Member with a material financial interest is not automatically void or voidable if the facts are disclosed and the transaction is approved in good faith by the Members (Alaska Statutes Section 10.50.140). Alaska's LLC Act does not set out a specific statutory standard limiting how far this Agreement may modify these duties.
Unless this Agreement provides otherwise, after each Member's capital contribution is repaid, the Members share EQUALLY in the Company's remaining profits and other assets, not in proportion to each Member's capital contribution (Alaska Statutes Section 10.50.290). Interim distributions made before dissolution are likewise equal among the Members by default (Alaska Statutes Section 10.50.300). Separately, the Company's allocation of profits and losses for federal tax purposes is governed by the Internal Revenue Code provisions applicable to the Company's federal tax classification.
Unless this Agreement provides otherwise, a Member may not resign from the Company before its dissolution and winding up (Alaska Statutes Section 10.50.185(b)). A resignation that violates this Agreement exposes the resigning Member to damages for breach (Section 10.50.185(c)), and after resigning, a Member's rights become those of an assignee rather than a Member, unless this Agreement provides otherwise (Section 10.50.185(d)).
Unless this Agreement provides otherwise, an assignee of a Member's LLC interest may not become a Member unless all of the other Members consent (Alaska Statutes Section 10.50.165(a)). If this Agreement does not specify how that consent is evidenced, it must be given in a written instrument that is dated and signed by the Members (Section 10.50.165(b)).
The Company is dissolved and its affairs must be wound up on the first to occur of: the time or event specified for dissolution in this Agreement; the written consent of all of the Members; or a court decree of judicial dissolution (Alaska Statutes Section 10.50.400). Upon dissolution, after the Company's liabilities are satisfied, each Member is first repaid their capital contribution, and any remaining assets are shared EQUALLY among the Members, not according to capital account balances, unless this Agreement provides otherwise (Alaska Statutes Section 10.50.290).
Unless this Agreement or the Articles of Organization provide otherwise, amending this Operating Agreement requires the written consent of ALL of the Members (Alaska Statutes Section 10.50.150(c)(2)). This is a default rule, not merely a permitted option; the Members may lower the threshold in this Agreement if they choose to.
The Company may indemnify a Manager, Managing Member, employee, or agent for expenses, judgments, fines, and settlement amounts reasonably incurred in a proceeding arising from service to the Company, and may advance those expenses and purchase insurance on the person's behalf, provided the person acted in good faith and reasonably believed the conduct served the Company's interests (Alaska Statutes Section 10.50.148). A person who is wholly successful in defending such a proceeding must be indemnified for expenses reasonably incurred (Section 10.50.148(c)).
The LLC shall obtain and maintain an Alaska Business License (Alaska Statutes Section 43.70.020), currently $50 for a one-year license or $100 for a two-year license (Alaska Statutes Section 43.70.030), separate from the Company's biennial report to the Division of Corporations, and any industry-specific permits its business requires.
Frequently Asked Questions
It's the internal document where an Alaska LLC's sole owner sets the rules for running the business and handling profits. Alaska doesn't require an LLC to adopt one, but the state defines an operating agreement as a written agreement signed by all members, so putting your terms in writing is what makes a document count as one under Alaska law.
Not by blanket legal requirement; Alaska Statutes Section 10.50.095 says members 'may adopt' one. But Alaska's own definition of 'operating agreement' requires it to be written and signed by all members (Section 10.50.990(17)), unlike states that also recognize oral or implied agreements. Without one, every default rule in the Alaska LLC Act fills the gap automatically.
Alaska's default rules fill the gap. After repaying each member's capital contribution, the LLC splits remaining profits and assets EQUALLY among members rather than by ownership share (Alaska Statutes Section 10.50.290). That matters most once you bring on a second member and haven't defined your own split.
It supports that protection. Alaska law makes a charging order the exclusive remedy against a member's LLC interest, and the statute explicitly says this applies to single-member LLCs the same as multi-member ones (Alaska Statutes Section 10.50.380(c), (e)), a stronger statutory answer than many states provide.
Alaska has no annual franchise tax and no state income tax on a default pass-through LLC's profits. Instead, LLCs file a Biennial Report every two years ($100 for a domestic LLC, due January 2) and hold a separate state business license ($50 for one year or $100 for two years).
No. You file Articles of Organization ($150 fee) with the Alaska Department of Commerce, Community, and Economic Development to form the LLC, but the operating agreement itself is an internal document. You keep it with your own business records; it's never submitted to the state.
Alaska's LLC Act doesn't set a specific statutory standard for this, unlike some states' explicit waiver rules. It supplies a default duty-of-care standard for managers (Alaska Statutes Section 10.50.135) and a disclosure-and-approval safe harbor for self-dealing transactions (Section 10.50.140), leaving broader modification a matter for the agreement itself.