1996 Alaska Statutes
TITLE 10 CORPORATIONS AND ASSOCIATIONS
Chapter 10.50. LIMITED LIABILITY COMPANIES
Article 11 DISSOLUTION
Sec. 10.50.408. Involuntary dissolution.

(a) A limited liability company may be dissolved involuntarily by the commissioner if

(1) the company is delinquent six months in filing its biennial report or in paying a fee or a penalty;

(2) the company has failed for 30 days to appoint and maintain a registered agent in the state;

(3) the company has failed for 30 days after change of its registered office or registered agent to file in the office of the commissioner a statement of the change; or

(4) a misrepresentation of material facts has been made in the application, report, affidavit, or other document submitted under this chapter.

(b) A limited liability company may not be dissolved under this section unless the commissioner has given the company written notice of its delinquency, failure, or misrepresentation by certified mail addressed to its registered agent, registered office, manager, or members at the last known address as shown by the records of the commissioner. If the company fails, within 60 days after the notice is sent by certified mail, to contest the alleged delinquency, failure, or misrepresentation, it may be dissolved under (d) of this section.

(c) If, following a hearing, the commissioner determines the presence of the delinquency, failure, or misrepresentation providing grounds for involuntary dissolution under this section, the company may appeal to the superior court. The court shall either sustain the commissioner or direct the commissioner to take action the court considers proper.

(d) If a limited liability company has given cause for involuntary dissolution and has failed to correct the neglect, omission, delinquency, or noncompliance as provided in this section, and there has not been a controlling order of the superior court, the commissioner shall dissolve the company by issuing a certificate of involuntary dissolution containing a statement that the company has been dissolved, the date, and the reason for which it was dissolved. The original certificate of dissolution shall be placed in the department files and a copy of it mailed to the company at its registered office or in care of its registered agent, manager, or members at the last known address, as shown by the records of the commissioner. Upon the issuance of the certificate of involuntary dissolution, the existence of the company ceases, except as otherwise provided in this chapter, and its name shall be available to use and may be adopted by another company on a date that is six months or later after the dissolution.

(e) A company dissolved under this section may be reinstated within two years from the date of the certificate of involuntary dissolution if it is established to the satisfaction of the commissioner that in fact there was no cause for the dissolution, or if the delinquency, failure, or misrepresentation resulting in dissolution has been corrected and payment made of double the amount delinquent along with the amount the company would have paid had it not been dissolved during the two-year period. Reinstatement may not be authorized if the name of the company is not distinguishable upon the records of the department, unless the company being reinstated amends its articles of organization to change its name to conform with the provisions of this chapter.