Alaska defines an operating agreement as a written agreement among all LLC members, so an oral understanding does not satisfy the statute’s definition. Under Alaska’s official LLC statutes and regulations, members may adopt an agreement, while the Articles of Organization separately state whether the LLC will be manager-managed.
Choose the version that matches your Alaska LLC structure.
Is an Operating Agreement Required in Alaska?
No. Alaska law says LLC members may adopt an operating agreement; it is not a formation requirement. The state’s Domestic LLC Articles of Organization form specifically says the operating agreement is maintained by the entity and is not filed with the Corporations Section. To form the LLC, you instead file Articles of Organization under AS § 10.50.075; the filing fee is $250.
Writing one still matters because Alaska’s statutory defaults can produce results owners may not expect, for example, equal profit sharing and restrictions on a member resigning before the company winds up.
Alaska Chapter 10.50 requires the statutory operating agreement to be written, but does not impose a general notarization requirement for the agreement itself.
For the state’s current LLC forms, fees, and filing options, use the Alaska Corporations Section’s official Corporation Forms & Fees page.
Alaska Operating Agreement Definition
“Operating agreement” means a written agreement among all of the members of a limited liability company about conducting the affairs of the company.
Alaska expressly defines the operating agreement as written. An oral arrangement is not the statutory operating agreement described in Chapter 10.50.
The statutory definition describes an agreement among all members, rather than an agreement adopted only by a majority.
Under Alaska Stat. § 10.50.095, the Articles of Organization may restrict or even eliminate the members’ power to adopt, amend, or repeal an operating agreement.
Alaska Default Rules (When Your Agreement Is Silent)
These are Alaska rules worth addressing expressly rather than leaving to the statute.
In a member-managed LLC, more than half of all members must consent to company decisions. In a manager-managed LLC, more than half of the managers decide.
§ 10.50.150(a)–(b)After capital contributions are repaid and liabilities are satisfied, members share remaining profits and assets equally. Interim distributions are also equal when the agreement provides no allocation rule.
§§ 10.50.290, 10.50.300A manager does not have to be a member—or even an individual—unless the operating agreement says otherwise.
§ 10.50.120Someone who receives an assigned LLC interest does not become a member unless all other members consent, unless the agreement changes that rule.
§ 10.50.165A member generally cannot resign before dissolution and winding up unless the operating agreement permits it.
§ 10.50.185An individual member’s membership terminates on death or a court determination of incompetency unless the operating agreement or unanimous written member consent provides otherwise.
§ 10.50.210