Alaska LLC Operating Agreement
(Full Guide)
2025 LLC Guide
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Alaska LLC Operating Agreement (Your LLC's Rulebook)
Learn how to create an Alaska LLC Operating Agreement. This guide provides free templates and explains everything you need to include.
Each Alaska LLC is advised to have an Operating Agreement, but obtaining one doesn’t need to be costly. You can download and tailor your own Operating Agreement with our complimentary template provided below.
Alaska LLC Operating Agreement (Member-managed)
Here is a template for a Member-managed Operating Agreement, available in three formats. It can be utilized for both Single-Member and Multi-Member LLCs.
Member-managed LLC Operating Agreement (Word)
Member-managed LLC Operating Agreement (PDF)
Member-managed LLC Operating Agreement (Google Docs)
In a Member-managed LLC, all Members (owners) have the authority to legally bind the LLC in contracts and agreements. They are also responsible for running the business and overseeing day-to-day operations.
Alaska LLC Operating Agreement (Manager-managed)
Here is a template for a Manager-managed Operating Agreement, available in two formats. It is suitable for both Single-Member and Multi-Member LLCs.
Manager-managed LLC Operating Agreement (Google Docs)
Manager-managed LLC Operating Agreement (Word)
In a Manager-managed LLC, one or more designated Managers have the authority to legally bind the LLC in contracts and agreements. The Managers handle business operations and daily activities.
Members cannot legally bind the LLC in contracts and do not participate in managing the business. They assume a passive or investor role.
However, Members elect the Managers and must vote on certain matters, such as adding or removing LLC Members.
Which one should I choose?
Your choice depends on your preferred management style for the LLC. For more information, see Member-managed vs Manager-managed LLC. If uncertain, we suggest using the Member-managed Operating Agreement, as it is the most commonly used LLC management type.
Download a free LLC Operating Agreement:
Member-managed: Google Doc | Word | PDF
Manager-managed: Google Doc | Word
(What’s better? See Member-managed vs Manager-managed LLC)
What is an Alaska LLC Operating Agreement?
An Alaska LLC Operating Agreement is a formal contract created between the Members (owners) of an LLC. This document acts as the LLC’s governing framework. It outlines comprehensive details regarding the ownership structure, identifies the owners, and specifies the management of the LLC.
Both Single-Member and Multi-Member LLCs are advised to draft an Operating Agreement, maintain it within their business records, and provide a copy to each Member.
What should be included in LLC Operating Agreements?
Your Operating Agreement needs to include fundamental details about your Limited Liability Company. Much of this information will mirror what is in your Alaska LLC Articles of Organization.
Key elements to be covered are:
- LLC Name
- LLC effective date
- Alaska Registered Agent (if applicable)
- purpose of your LLC
- duration of your LLC
- how your LLC will be taxed.
LLC Ownership
Your Operating Agreement should outline all the LLC Members and their ownership stakes in the Limited Liability Company.
This ownership stake is referred to as “LLC Membership Interest” and is typically expressed as a percentage (such as 5%, 50%, 100%, etc.).
Note:
It’s a common misconception to refer to LLC owners as “shareholders.” In reality, LLCs have “members,” not shareholders, and the term “shares” is specific to corporations.
Initial Capital Contributions (adding funds to your LLC)
Once your LLC is established, it’s essential to set up an LLC bank account and deposit funds into it.
Each LLC Member contributes an initial capital amount, which simply means placing money into the LLC’s bank account. This initial contribution is documented in the LLC’s Operating Agreement.
Pro tip: If you draft your Operating Agreement before setting up an LLC bank account, just note the amount the Members intend to deposit. Should the deposit amount change, you can update your Operating Agreement with the actual figures later.
Statement about taxes
You must specify how your LLC will be taxed within your Operating Agreement. There are four typical tax structures for an LLC:
- LLC taxed as a Sole Proprietorship
- LLC taxed as a Partnership
- LLC taxed as an S-Corporation
- LLC taxed as a C-Corporation
Note: In certain cases, husband and wife LLCs may qualify for taxation as a Qualified Joint Venture. However, this is only possible if the LLC is formed in a community property state. Since Alaska is not one of these states, an Alaska LLC cannot be taxed as a Qualified Joint Venture.
Voting Rights of LLC Members
The voting rules for members will be detailed in your Alaska LLC’s Operating Agreement.
For a Member-managed Operating Agreement, voting power is based on the LLC Membership Interest. In a Manager-managed Operating Agreement, voting power is similarly based on the Membership Interest.
Members vote to elect a Manager or Managers, who then have the authority to make specific decisions for the LLC independently.
However, certain actions, such as adding or removing an LLC Member, necessitate member approval, typically through a member vote, with no input from the Manager.
Ensure that each LLC member receives a copy
After you complete your Operating Agreement, ensure that every member obtains a copy. We suggest storing a copy of the Operating Agreement alongside your LLC’s business records.
Frequently Asked Questions
Is an Operating Agreement required for an LLC in Alaska?
According to Section 10.50.095 of the Alaska LLC Act, an Operating Agreement is not mandatory for an LLC in Alaska.
However, even though it’s not a requirement for conducting business, we highly recommend having one. This document helps preserve the limited liability status, safeguarding your personal assets.
Moreover, banks and other organizations may request to see it before engaging in business with you.
Why should an LLC with only one Member still have an Operating Agreement?
Even if you’re the sole owner of your Alaska LLC (Single-Member LLC), it’s wise to have an Operating Agreement. In legal situations, this document can demonstrate that your LLC operates as a separate entity, offering protection for your personal assets.
Does a Multi-Member LLC need an Operating Agreement?
For a Multi-Member LLC, having an Operating Agreement is crucial. It outlines ownership shares, profit distribution, and management roles. In court, it can confirm that your LLC functions independently from your personal finances.
Do I have to send my Operating Agreement to the state?
No, you aren’t required to submit your Operating Agreement to the Alaska Secretary of State or any governmental body.
These agreements are internal documents, intended for the Members’ records. While they don’t need state approval, courts or agencies might request them in legal or audit situations.
Additionally, you may need to provide it to banks when opening an account or applying for a loan, or to a title company if purchasing real estate.
Does my LLC Operating Agreement need to be notarized?
No notarization is needed for your Operating Agreement. It’s legally binding once signed by you and any other Members.
Can I write my own Operating Agreement?
Yes, you can draft your own agreement, but we suggest using a template. This legal document doesn’t require attorney involvement; a template ensures you include all necessary details. we offer free templates to customize for your LLC.
How do you write a simple Operating Agreement?
If you choose to write a simple Alaska Operating Agreement without a template, ensure it aligns with the Alaska LLC Act. At a minimum, include your LLC’s name, Registered Agent details, business purpose, Member names, and initial capital contributions. Using a template can simplify the process, and we offer a free downloadable one here.
What is the difference between an LLC and an Operating Agreement?
An LLC (Limited Liability Company) is a formal business structure established by filing Articles of Organization with the state. An Operating Agreement, however, governs internal operations, detailing ownership and management rules.
While you can technically have an LLC without an Operating Agreement, it is not advisable. Conversely, you cannot have an Operating Agreement without an LLC.
How do I set up an LLC in Alaska?
To establish an LLC in Alaska, follow these steps:
– Choose an available LLC name
– Designate an Alaska Registered Agent
– File the Articles of Organization
– Draft and sign an Operating Agreement
– Obtain a Tax ID Number (EIN) from the IRS
– Research business license requirements
– Open an LLC bank account
Once your Operating Agreement is ready, you can apply for your Alaska LLC EIN Number.
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