Alaska: LLC Operating Agreement Requirements

Requirements one by one

Governing law and document name

Alaska Stat. § 10.50.995 names Chapter 10.50 the Alaska Revised Limited Liability
Company Act. Under § 10.50.990(17), an operating agreement is a written
agreement among all members about conducting the company's affairs.

Required or optional

Alaska makes the agreement optional. Alaska Stat. § 10.50.095 says members “may
adopt” one. It also gives the public articles an unusual control: the articles
may restrict or eliminate the members' power to adopt, amend, or repeal an
operating agreement.

Permitted form and signatures

Alaska is a writing-only state for this topic. The definition in
§ 10.50.990(17) requires a written agreement among all members. The LLC Act
does not add a general witness, acknowledgment, notarization, or signature
requirement for the agreement itself.

Specific promises can have their own signature rule. If the agreement does not
specify how assignee-admission consent is shown, § 10.50.165(b) requires a
dated written instrument signed by the members. Alaska Stat. § 10.50.280(a) separately
makes a contribution promise unenforceable unless it is in a writing signed by
the contributing member.

Adoption timing and effect

Alaska Stat. § 10.50.080 organizes the LLC when conforming articles are delivered
for filing. The Act gives no general agreement-adoption deadline and no express
rule converting a prospective-member agreement into the operating agreement at
formation.

Admission cannot precede organization. Under § 10.50.160, a member's effective
admission date is the later of organization, the date established in the
agreement, or the date reflected in company records when the agreement sets no
date.

Single member and assent

Alaska Stat. § 10.50.155(b) says an LLC must have “one or more members,” so a
single-member company qualifies. Because § 10.50.990(17) still requires a
written agreement among all members, the sole member must adopt a written
agreement to have one under the Act.

Alaska has no deemed-assent rule for later members. Alaska Stat. § 10.50.155(a)
follows the agreement for an interest acquired directly from the LLC and
otherwise requires written all-member consent. Under § 10.50.165(a), an
assignee's admission also defaults to consent of all other members.

Management and authority defaults

Alaska separates the public management choice from the private details. Section
§ 10.50.075(4) requires the articles to state manager management when applicable.
Under § 10.50.110, members otherwise manage, subject to the agreement and the
Act; a manager has exclusive management power to the extent the agreement
authorizes.

Alaska Stat. § 10.50.150(a) uses headcount, not ownership percentage: more than half
of all members decides company affairs unless the agreement, articles, or Act
says otherwise. Manager-managed companies use more than half of the managers
under subsection (b).

Authority follows that public structure. Alaska Stat. § 10.50.250 makes a member an
agent for usual company affairs in a member-managed LLC, subject to actual-
authority and counterparty-knowledge limits. In a manager-managed LLC,
membership alone creates no agency; the manager carries the usual-course agency.

Voting, economic, and transfer defaults

The default voting rule is the more-than-half headcount rule in § 10.50.150.
The economic defaults are equal: § 10.50.290 gives each member an equal share
of profits and remaining assets after liabilities, and § 10.50.300 makes
interim distributions equal when the agreement supplies no method. The
agreement may replace those rules.

Assignment is narrower than membership. Under § 10.50.375, an assignee receives
the assigned distributions but does not automatically gain management,
membership, or member rights. The same section expressly permits the agreement
to establish different assignment terms, while § 10.50.165 controls admission
as a member.

Nonwaivable rules and duties

Alaska has no single omnibus “freedom of contract” or nonwaivable-rules list.
Instead, each section says whether the agreement may alter it. Section
§ 10.50.130 lets the agreement change the default absence of manager-level
fiduciary duty for a nonmanager member in a manager-managed LLC. Section
§ 10.50.110 likewise lets the agreement adjust management rights and duties.

Other sections state direct statutory requirements without a general agreement
exception. Alaska Stat. § 10.50.135 requires managers and managing members to act
in good faith, in the company's best interests, and with ordinarily prudent
care. Alaska Stat. § 10.50.145 requires two-thirds member approval for an insider
loan. Alaska Stat. §§ 10.50.305 to 10.50.320 impose distribution-solvency and
knowing-recipient liability rules. Alaska Stat. § 10.50.405 preserves member access
to superior-court dissolution when the company cannot carry on its purposes,
and § 10.50.870 protects proper-purpose record inspection with a statutory
penalty.

Amendment, filing, and records

Alaska Stat. § 10.50.095 lets the articles restrict or eliminate the members' power
to amend or repeal the agreement. If neither the articles nor agreement changes
the rule, § 10.50.150(c) requires written consent of all members for an
amendment.

The operating agreement is not filed as the formation document; the articles
are filed under § 10.50.080. Under § 10.50.860, the default main-office records
include the effective agreement, its amendments, and former agreements, but
the opening “unless otherwise provided” clause permits the agreement to change
that retention rule.

Alaska Stat. § 10.50.870 separately requires access to specified books, account
records, minutes, and the member record after a proper written demand. A
wrongful refusal can trigger the greater of 10 percent of the member's interest
or $5,000, plus other remedies.

What trips people up

The agreement must be written and cover all members. Alaska does not
recognize an oral or implied operating agreement under its Chapter 10.50
definition.

The articles can shut off agreement power. Before relying on a proposed
agreement or amendment, check whether the filed articles restrict or eliminate
the members' statutory power to use it.

Voting and economics use different default measurements. Ordinary company
decisions use member headcount, while profits, remaining assets, and interim
distributions default to equal shares.

A member-managed LLC carries usual-course member agency. Moving management
to a manager changes both internal control and who acts as the ordinary statutory
agent.

Common questions

Can a member promise a future contribution orally? Not if the company needs
to enforce it. Alaska Stat. § 10.50.280(a) requires the promise to be in a writing
signed by that member.

Can an agreement change the default requirement to keep copies of itself?
Yes. Alaska Stat. § 10.50.860 begins with “unless otherwise provided in an operating
agreement,” although § 10.50.870 separately protects inspection of the records
it names.

Can a member ask a court to dissolve the LLC? Yes. Under § 10.50.405, the
superior court may dissolve the company when it is impossible to carry on the
company's purposes.

Statutes and sources

• Alaska Stat. §§ 10.50.990(17), 10.50.995 — agreement definition and Act
  name.
  https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.50&secEnd=10.50.995
  (accessed 2026-07-27)
• Alaska Stat. §§ 10.50.075 to 10.50.095 — articles, organization, and
  optional agreement power.
  https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.50&secEnd=10.50.995
  (accessed 2026-07-27)
• Alaska Stat. §§ 10.50.110, 10.50.150 — management and decision defaults.
  https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.50&secEnd=10.50.995
  (accessed 2026-07-27)
• Alaska Stat. §§ 10.50.155 to 10.50.165 — one-member companies, admission,
  timing, and assignee consent.
  https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.50&secEnd=10.50.995
  (accessed 2026-07-27)
• Alaska Stat. § 10.50.250 — member and manager agency.
  https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.50&secEnd=10.50.995
  (accessed 2026-07-27)
• Alaska Stat. §§ 10.50.280 to 10.50.320 — contribution promises, economics,
  and distribution limits.
  https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.50&secEnd=10.50.995
  (accessed 2026-07-27)
• Alaska Stat. § 10.50.375 — assignment and assignee rights.
  https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.50&secEnd=10.50.995
  (accessed 2026-07-27)
• Alaska Stat. §§ 10.50.130 to 10.50.145 — management duties and insider
  transactions.
  https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.50&secEnd=10.50.995
  (accessed 2026-07-27)
• Alaska Stat. §§ 10.50.400 to 10.50.405 — dissolution and court relief.
  https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.50&secEnd=10.50.995
  (accessed 2026-07-27)
• Alaska Stat. §§ 10.50.860 to 10.50.870 — agreement retention and record
  inspection.
  https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.50&secEnd=10.50.995
  (accessed 2026-07-27)