How to Dissolve an LLC in Alaska: Forms, Fees and Steps

Alaska LLC dissolution: the filings and fees

Alaska's LLC law is short on ceremony. Under AS 10.50.430, once an LLC has dissolved it may file articles of dissolution with the department, stating its name, the date its articles of organization were filed, the reason for dissolving and the effective date. The Division of Corporations, Business and Professional Licensing processes the filing, and 3 AAC 16.065 sets the fee for articles of dissolution, like most other LLC filings, at $25. The Division's form is Form 08-490, mailed with the fee to the Corporations Section in Juneau; standard processing takes about 10 to 15 business days.

Corporations take two steps instead of one, and out-of-state LLCs cancel a registration rather than dissolve. For the parts of the process that are the same nationally, see how to dissolve an LLC.

Source: 3 AAC 16.065: LLC fees

Steps to dissolve an LLC in Alaska

An Alaska LLC dissolves on the first of three events: something the operating agreement specifies, a court decree, or all of the members consenting in writing. The default needs every member's signature, so a single holdout can force you back to the operating agreement or to court. Then:

• Collect the signed written consent from every member, or follow the operating agreement's own dissolution clause.
• Bring the biennial report and any late charges up to date: the Division will not file the articles if the biennial report is not current or the signer is not an official on record.
• Wind up: settle contracts, sell assets, and pay creditors before distributing anything to members.
• Send written notice to known creditors if you want their claims cut off (see the claims section below).
• Mail Form 08-490, the Articles of Dissolution, with the $25 fee.
• Close the Employment Security Tax account and cancel any Alaska business license the LLC holds.
• File final federal returns and keep the records with a named person.

Source: Alaska Statutes 10.50.400 to 10.50.480: LLC dissolution

Filing Alaska articles of dissolution, and what it does for claims

Filing the articles does more in Alaska than update the register. It is the trigger for a statutory claims process. Under AS 10.50.435, a dissolved LLC that files articles can send its known claimants written notice that describes what a claim must include, gives a mailing address and sets a deadline at least 120 days out; a claim not received in time is barred, and a rejected claimant has 90 days to sue.

For claims you do not know about, AS 10.50.440 allows one notice in a newspaper of general circulation in the judicial district of the LLC's principal office. If the LLC publishes it and files articles, most remaining claims are barred unless the claimant sues within three years. For a company that sold services to the public, this is the main reason to file rather than simply stop.

Filing the articles is also treated as notice of the dissolution to people dealing with the company, which limits the ability of a member to bind the LLC to new business after the fact.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Alaska Statutes 10.50.400 to 10.50.480: LLC dissolution

Alaska taxes and accounts to close

Alaska's tax picture is lighter than most states'. The Department of Revenue says the State of Alaska currently does not have an individual income tax, and no state income tax is withheld from wages, so an LLC taxed as a sole proprietorship or partnership usually has no state income return to finalize. Local sales taxes set by Alaska boroughs and cities are handled locally.

The account that needs action is Employment Security Tax, Alaska's unemployment insurance contribution. The Department of Labor and Workforce Development says every business with an open account must file a quarterly contribution report, even with no employees, and that it can close the account if you call to say there will be no employees for two or more quarters. A closed account can usually be reinstated within three years.

• File the final quarterly contribution report for the last quarter with wages.
• Call Employment Security Tax to close the account rather than letting zero reports pile up.
• Cancel any Alaska business license and any professional licenses tied to the LLC.
• Check with the borough or city where you collected local sales tax for its closing procedure.

Source: Alaska Employment Security Tax: account status FAQs

Dissolving a corporation in Alaska: two filings

An Alaska business corporation dissolves in two documents. First, a corporation that has elected to wind up shall immediately file a certificate evidencing the election (AS 10.06.608). When winding up is complete, a majority of the directors sign articles of dissolution stating that the corporation is wound up, its known debts are paid or provided for and its assets distributed; an original and an exact copy go to the commissioner, and 3 AAC 16.030 sets the fees at $10 for the certificate of election and $15 for the articles. The Division's forms are Form 08-406 for the election and Form 08-407 for the articles; both are required to complete the dissolution, and both go by mail.

Do not leave the second step hanging. A corporation that has failed for two years to complete a dissolution it elected under AS 10.06.608 is one of the grounds for involuntary dissolution. Alaska does tax corporations: the corporate income tax return is due 30 days after the federal due date, so a closing C corporation files a final Alaska return as well. More on the federal side in how to dissolve a corporation.

Source: Alaska Statutes 10.06.605 to 10.06.665: corporate dissolution

Involuntary dissolution and reinstatement in Alaska

An Alaska LLC that simply stops filing does not stay in limbo forever. Under AS 10.50.408, the commissioner may dissolve an LLC that is delinquent six months in filing its biennial report or in paying a fee or a penalty, or that goes 30 days without a registered agent, after mailing a notice and allowing 60 days to respond. The biennial report itself costs $100 for a domestic LLC, with a $25 late charge for each year or part of a year it is overdue (3 AAC 16.065).

Involuntary dissolution is not a cheap exit. The company can be reinstated within two years, but only by fixing the problem and paying double the amount delinquent plus what it would have paid while dissolved. After six months its name is free for anyone else to take. If the business is over, a voluntary filing gives a clean end date and access to the claims procedure; an involuntary one gives neither.

Source: Alaska Statutes 10.50.400 to 10.50.480: LLC dissolution

Cancelling a foreign LLC's Alaska registration

An LLC formed outside Alaska may cancel its registration by filing an application for cancellation with the department (AS 10.50.655). The application states the LLC's home jurisdiction, that it is not conducting affairs in Alaska, that it cancels its registration and revokes its registered agent's authority. As an AS 10.50 filing, it carries the $25 fee. Cancelling in Alaska leaves the LLC in existence at home; dissolve it there separately if the business is ending.

Source: Alaska Statutes 10.50.600 to 10.50.670: foreign LLCs

Keeping and exporting an Alaska LLC's records

Even a dissolved Alaska LLC can face audits and late claims, so assign someone to hold the books. The IRS asks for employment tax records to be kept at least 4 years after the tax was due or paid, and the final federal return still has to be filed for the year of closing (IRS). Keep the filed articles, the member consent, any creditor notices and the newspaper affidavit with them.

Export before you cancel cloud tools; most delete a closed account's data on a schedule. See exporting company records before closing and business records after closing.

Source: IRS: How long should I keep records?

What an Alaska company's records may be worth

Field service logs, dispatch notes, safety reports and customer correspondence from Alaska operations are unusual material, the kind of real-world work record AI developers seek out for training. A license would cover de-identified copies and would come only after the company confirms what it owns and what it promised customers. Selling company data after closing walks through it.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.