Not every limited liability company (LLC) lasts forever. In fact, many LLCs in Alaska are only intended to operate for a designated time period. Whatever your reasoning for closing up shop, the state of Alaska has a specific process that all LLCs must go through before they are considered to be officially dissolved.
Which steps are involved in the Alaska LLC dissolution process? Are there different processes for businesses based in Alaska and those expanded from other states? When do you need to dissolve your LLC? We’ll answer all of these questions and more in this article.
How Do You Dissolve an Alaska LLC?
When closing a business registered as an LLC in the state of Alaska, you’ll need to take care to dissolve your business exactly as the state outlines. The most important part of this process is filing the correct paperwork with the relevant legal entities, but this is far from the only vital step.
In addition to filing documentation of your Alaska LLC dissolution, you will need to liquidate the assets of your business, notify all individuals and business entities that have an interest in your company, and resolve any outstanding liabilities with vendors, suppliers, or clients.
There are potentially severe penalties for failing to comply with the Alaska LLC dissolution process, and you as a business owner could be personally responsible for your LLC’s liabilities and debts. Therefore, it’s extremely important that you complete each step outlined in this guide to ensure an effective and compliant dissolution.
As for the question of when you should dissolve your LLC, you should do this as soon as you’re certain you will no longer conduct business through this entity. This gives you an opportunity to close up shop with the knowledge that you’re not transacting any business after you start the dissolution process.
Dissolution for Domestic Alaska LLCs
Is your LLC based in Alaska, and registered as a domestic entity in this state? If so, you’ll start your dissolution process with a document known as the Articles of Dissolution. This form will include some crucial information about your business, so you should fill it out carefully and accurately.
Among the info you’ll need to complete this form is the official business name of your LLC, your Alaska Entity Number, the date your LLC was formed in Alaska and the dates of any amendments made to your Articles of Organization, the signature and title of the individual filling out the dissolution form, the reason for dissolving your company, the effective date of your LLC dissolution, and your credit card information to process the filing fee.
After you’ve filled out the form, you will need to send it (along with two copies) to the State of Alaska Division of Corporations, Business and Professional Licensing — Corporations Section. Then, you have to provide the Corporations Section with a check for $25, or you can fill out the credit card form attached to the Articles of Dissolution.
Under normal circumstances, the Corporations Section should be able to complete these steps within two to three weeks (or 10-15 business days), at which point your LLC will be officially dissolved.
But what does this process look like for a business that was formed outside the state and then expanded to Alaska?
Dissolution for Foreign LLCs in Alaska
If you operate a foreign LLC in the state of Alaska, the dissolution process looks quite different than it does for domestic entities. In fact, it’s actually technically called a cancellation rather than a dissolution.
To dissolve a foreign LLC in this state, you’ll first complete the Certificate of Cancellation document. Much of the information for this form is the same as the info provided for the Articles of Dissolution, but there are some differences for the foreign version.
This form requires your Alaska entity ID number, the name and address of your business, the jurisdiction you originally formed your domestic LLC in, and your $25 payment. You can either attach a paper check to the form or provide the Corporations Section with your credit card information. Just like a domestic dissolution, the cancellation filing takes around 10-15 business days for the state to process.
Involuntary Dissolutions in Alaska
We should also discuss the potential for an LLC to be involuntarily dissolved by the state. There are several reasons this could happen, and most of them revolve around significant mistakes made by the LLC’s ownership group.
For instance, Alaska could involuntarily dissolve your LLC if you fraudulently formed it in the first place, do not appoint a registered agent (or if you let your registered agent lapse), fail to file your initial report or a biennial report, or fail to respond to a non-compliance notice sent by the state.
It’s obviously never advisable to operate your LLC in a way that leads to the state dissolving it against your will. However, if your LLC was involuntarily dissolved less than two years ago, you can request reinstatement by sending your business name, entity number, date of involuntary dissolution, and a statement explaining why you want your business revived to the Corporations Division.
In addition, if you keep operating your business after the state involuntarily dissolves it, you could open yourself up to all sorts of legal issues due to the continued operation of a non-compliant entity. In general, you should be as careful as possible when it comes to following the rules and regulations in this state.
It’s not that the process for dissolving or canceling your LLC in Alaska is terribly difficult. However, it is a process that you need to take great care to complete in a compliant fashion, or you could expose your business to a wide variety of potential legal complications and financial penalties. Trust us when we say it’s much smarter and easier to simply follow the directions with care to avoid any issues.
Do you need more information about operating an LLC in Alaska? Take a look at the following resources: