The business name chosen for the new Alaska Corporation must be different from all other business entity registered and reserved with the state. It also is not permitted to be the same as any non-registered business name that has been established in common law by usage over a long period of time. The name must contain (at the end) the words “incorporated,” “corporation,” “limited,” or “company,” or an abbreviation of one of those terms. The name may not include language that states or implies that the corporation is organized for some purpose other than stated in its articles of incorporation, or that it is a municipality (city, borough, or village). However, the name is allowed to contain the name of a municipality.
By paying a $25 fee, an available corporation name can be reserved for 120 days. A proposed corporate name may be registered for an annual fee of $25. It is important to note that Alaska state law does not allow businesses to register fictitious or assumed (“doing business as”) names.
State Incorporation Timelines
The filing time is 7 business days and can be expedited in 1 business day.
State Incorporation Filing Fees
The filing fee is $250, which includes a $100 biennial license fee that will be an ongoing requirement.
Article of Incorporation
Articles of incorporation must be filed with the Division of Banking, Securities, and Corporations in the Alaska Department of Commerce, Community, and Economic Development (DCCED) before you can start doing business. The filing fee is $250, which includes a $100 biennial license fee that will be an ongoing requirement.
Your new LLC’s articles of incorporation must be signed by at least one person, called an incorporator, who must be at least 18 years old and a natural person (not a business entity). They must sign the articles and deliver them to the DCCED. The articles must include:
- The corporation’s name
- Its business purpose, which can be the general statement: “the transaction of any lawful business allowed by the Alaska Corporation Code”
- The name of the corporation’s initial registered agent
- The address of the corporation’s initial registered office
- The address of the corporation’s principal office
- Number of shares authorized for the corporation to issue (par value is not required to be designated)
- Whether the corporation has any alien (non-US citizen or a person without permanent US resident status, or non-US legal entities) affiliates (corporate directors, officers, shareholders, and other persons or entities that control or are controlled by a corporate entity)
- If the corporation has alien affiliates, their names and addresses
- The primary and secondary North American Industry Classification System (NAICS) Code Standard Industrial Codes (SICs) that most clearly describe the initial activities of your corporation
Some other provisions that may be included in the articles of incorporation-are:
- The names and addresses of all directors
- Eligibility requirements to be a director
- Circumstances where shareholders can be liable for corporate debts
- Increased rights for or restrictions on shareholders, stock, or the board of directors
- Provisions for managing the business and regulating the affairs of the corporation
If the initial articles do not name directors for the corporation, the incorporators may elect directors or amend the bylaws.
Alaska corporations must have a registered agent in the state-a person or office designated to receive official state administrative and legal correspondence. The agent must be either an adult who is a resident of Alaska whose business office is the same as the registered office, or it may be a corporation whose business office is the same as the registered office.
Bylaws lay out the corporation’s basic operating principles from both the managerial and legal perspectives. A corporation must keep its bylaws available at its principal executive office, but is not required to file them with the state. The incorporators or board of directors should adopt the corporation’s bylaws at their first meeting-insuring there is no conflict with the corporation’s articles of incorporation-and keep them updated as time goes on. Bylaws should include, at minimum:
- What authority directors have, how many there are, and how long they serve
- Duties and responsibilities of officers and how long they serve
- How consensus on major decisions is reached, both with and without meetings
- How, when, and where shareholders’ and directors’ meetings are held
- How the corporation’s stock is issued
- Requirements for publishing annual financial information to shareholders
Even though the corporation is not required to file its bylaws with the state, if the articles of incorporation don’t specify the number of directors, the bylaws must either state the exact number of directors or specify a minimum or maximum number of directors, along with the way that shareholder or board approval will determine the exact number at a specified later date.
The board of directors has the responsibility of making the corporation’s major decisions. There must be at least one director; the number should be specified in the bylaws unless it is already set forth in the articles of incorporation. If no number is specified in either document, the “default” number will be three. A change in the number of directors must be approved by a majority of the board, but such a change cannot shorten the term of any currently-serving director.
Titles and duties of the corporation’s officers must be either listed in the bylaws or determined by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary. When all of the issued and outstanding stock of the corporation is owned by one person, the person may hold all or any combination of offices.
Requirement Report/Ongoing Filing and Compliance
Each Alaska Corporation must file a biennial (every two years) report with the state before January 2 of each filing year, along with a $100 biennial license fee. The first report must be within six months of organization, but does not require the $100 fee because it is included in the $250 fee at the time of incorporation. The report must include:
- The corporation’s name and state or country of original incorporation
- The name and address of its registered agent and registered office
- The principal corporate address for foreign corporations
- The nature of the corporation’s business
- The names and addresses of the corporation’s directors and officers
- An itemization of shares authorized to be issued by the corporation
- An itemization of shares that have been issued to date
- Information on all alien affiliates
- The name, address, and ownership percentage of each shareholder who owns more than five percent of the corporation’s stock
Alaska imposes a corporate income tax similar to the federal corporate income tax, based on graduated tax rates. Alaska does recognize “S corporation” status.