Closing an Alaska LLC isn’t just about paperwork—it’s a process you want to get right. When you decide to shut down, you need to follow Alaska’s rules to avoid headaches down the road.
To dissolve an LLC in Alaska, you’ll need to file Articles of Dissolution with the Division of Corporations, Business, and Professional Licensing.
The state wants more than a form, though. You’ll also need to handle taxes, tell your creditors, pay off debts, split up any leftover assets, and cancel licenses or permits.
Steps to Dissolve an LLC in Alaska
There’s a legal checklist you’ll have to work through. You’ll make some internal decisions, file with the state, and settle up any loose ends.
Review Your LLC Operating Agreement
First, take a close look at your LLC’s operating agreement. That document usually spells out how you’re supposed to end things.
It might tell you what kind of vote you need, how to divide up assets, and who’s on the hook for what. If your agreement doesn’t say anything about dissolving, Alaska’s default laws take over.
Most agreements want a majority vote, but some require everyone to agree. Look for sections like “Dissolution,” “Termination,” or “Winding Up”—those are your guideposts.
If you don’t have an agreement, Alaska law usually says you need a majority of members to agree to dissolve.
Vote on Dissolution With Members
After you’ve checked the agreement, get all your members together for a formal vote. You’ll want to keep detailed minutes with info like:
- Date and location of the meeting
- Who showed up
- The proposal to dissolve
- How everyone voted
- Signatures from all members
The number of votes you need depends on your agreement, but if there’s nothing specific, Alaska law says a simple majority works.
Once you’ve got the green light, draft a written resolution to dissolve. It should include:
- Your company’s name
- Date of the vote
- What the vote was
- When you want the dissolution to take effect
Have everyone sign the resolution and file it away with your business records.
File Articles of Dissolution With the State of Alaska
Next up, you’ll file some official paperwork with Alaska’s Division of Corporations, Business, and Professional Licensing. Submit the Articles of Dissolution to the state.
Here’s how it breaks down:
- Submit a Resolution to Dissolve (Form #08-444)
- File Articles of Dissolution (Form #08-445)
Include your LLC’s name, Alaska entity number, dissolution date, and why you’re dissolving. An authorized member or manager should sign the forms.
It usually costs $25 to file, but double-check in case it’s changed. You can do this online or mail it in—whatever’s easier.
Once you file, the state puts your LLC into “Voluntarily Dissolved” status.
Notify Creditors and Resolve Liabilities
After you’ve filed with the state, let your creditors know what’s happening. Send them written notices that explain you’re dissolving and include:
- Your mailing address for claims
- Deadline for claims (usually 120–180 days)
- What info they need to include
Pay off all business debts, taxes, and anything else you owe. That means federal, state, and local taxes, employee wages, vendor bills, loans, and leases.
Once you’ve paid everyone, split up any leftover assets according to ownership percentages or your operating agreement. Keep good records of everything you do during this winding-up process.
Close your business bank accounts and cancel any licenses, permits, or registrations you have after settling all obligations.
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Post-Dissolution Requirements in Alaska
Even after you dissolve your LLC, you’re not quite finished. A few more steps help you tie up loose ends and avoid future problems.
Cancel State and Local Business Licenses
After you dissolve, make sure you cancel your business licenses. Contact the Alaska Department of Commerce, Community, and Economic Development to cancel your state business license.
This helps you avoid future fees or taxes. Also cancel any local licenses or permits from your city or borough—each place has its own way of doing things.
If you held industry-specific licenses (like professional, health, or zoning permits), cancel those too. Keep proof of all cancellations for your records, and hang onto them for at least three years.
File Final State and Federal Tax Returns
You’ll need to file final tax returns at both the state and federal level. For federal taxes, send in a final Form 1065 (if you’re a partnership) or Form 1120 (if you’re a corporation) to the IRS.
Mark the return as “final” so the IRS knows you’re closing up shop. For Alaska state taxes, file your last returns with the Department of Revenue.
If you collected sales tax, submit a final sales tax return. Pay off any remaining tax bills before you split assets among members.
If you don’t close your tax accounts properly, you could face penalties or ongoing tax bills. You might want to request a tax clearance certificate to confirm you’re all squared away.
Distribute Remaining Assets to Members
Once you’ve paid all creditors and handled the tax stuff, go ahead and distribute whatever’s left to the LLC members. Just follow your operating agreement or Articles of Organization—ownership percentages in those documents decide who gets what.
Make a written record of every asset distribution. Seriously, don’t skip this step; it could save you from messy disputes or random claims later.
If you distribute assets the wrong way, members can end up personally liable. Always pay off every known creditor before splitting up what’s left.
Keep detailed financial records as you dissolve the company. Show exactly which debts you paid and how you handed out the remaining assets.
It might be smart to chat with a tax professional about the fallout from these distributions. Depending on what each person gets, there could be tax consequences lurking around the corner.
