Section 10.50.990. Definitions.

In this chapter, unless the context indicates otherwise,
        (1) "articles of organization" means the articles of organization filed under AS 10.50.070 and the articles as amended or restated;
        (2) "commissioner" means the commissioner of commerce, community, and economic development;
        (3) "consolidation" means a consolidation authorized by AS 10.50.500;
        (4) "corporation" means a corporation organized under the laws of this or another state, or of this or another country;
        (5) "department" means the Department of Commerce, Community, and Economic Development;
        (6) "filed," unless expressly provided otherwise, means filed with the department;
        (7) "foreign limited liability company" means an organization that is
             (A) not incorporated;
             (B) organized under the law of a state other than this state, or under the law of a foreign country;
             (C) organized under a statute that affords to each of its members limited liability regarding the liabilities of the organization; and
             (D) not required to be registered under a statute of this state other than this chapter;
        (8) "interim distribution" means a distribution of the assets of a limited liability company to the company's members, except as provided under AS 10.50.425;
        (9) "know" means to have actual knowledge or to know other facts that demonstrate bad faith in the circumstances; this definition applies also to the derivatives of "know," including "known," "unknown," and "knowledge";
        (10) "limited liability company" or "domestic limited liability company" means an organization organized under this chapter;
        (11) "limited liability company interest" means an interest in a limited liability company issued under AS 10.50.275;
        (12) "limited partnership" means a limited partnership organized under AS 32.11 or under the law of another state or a foreign country;
        (13) "manager" means a person who manages a limited liability company, if the articles of organization provide that the company is managed by a manager;
        (14) "managing member" means a member of a limited liability company if the company's articles of organization do not provide that the company is managed by a manager;
        (15) "member" means a person who has been admitted to membership in a limited liability company under AS 10.50.155 - 10.50.160 and whose membership has not ended under AS 10.50.180 - 10.50.185 or 10.50.205 - 10.50.225;
        (16) "merger" means a merger authorized by AS 10.50.500;
        (17) "operating agreement" means a written agreement among all of the members of a limited liability company about conducting the affairs of the company;
        (18) "professional service" has the meaning given in AS 10.45.500;
        (19) "property" includes cash;
        (20) "state" means a state, territory, or possession of the United States, and includes the District of Columbia, the Commonwealth of Puerto Rico, the Northern Mariana Islands, Guam, the Virgin Islands, American Samoa, and the Trust Territory of the Pacific Islands.

Authorities

4.21.080; 8.04.680; 8.48.241; 8.48.341

Notes

Recent Bills that will modify this

HB 122 CORPORATION/LLC/PARTNERSHIP REPORTS

References

AS 4.21.080 .080">Sec. 04.21.080. Definitions.
AS 8.04.680 .680">Sec. 08.04.680. Definitions.
AS 8.48.241 .241">Sec. 08.48.241. Corporations, limited liability companies, and limited liability partnerships.
AS 8.48.341 .341">Sec. 08.48.341. Definitions.

History

(Sec. 1 ch 99 SLA 1994; am Sec. 11 - 13 ch 78 SLA 1997; am Sec. 3 ch 52 SLA 2007; am Sec. 8, 9 ch 60 SLA 2013)