Alaska Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Alaska is called the Articles of Incorporation. They must be filed with the Division of Corporations. The information listed in the Articles of Incorporation includes, but not limited to name of the company, purpose, the address of the corporation's principal office, Number of shares authorized for the corporation to issue, the primary and secondary North American Industry Classification System (NAICS) Code Standard Industrial Codes (SICs) that describes the initial activities of your corporation, and the name and physical address of a registered agent.

After filing the Articles of Incorporation with the Division of Corporations the company will be required to file an initial report within six months after formation.

Alaska law does allow for the formation of Professional Corporations (PC's). The corporate name shall be ended by the word “Corporation”, “Company”, “Incorporated”, “Limited,” “A Professional Corporation,” or an abbreviation of one of these, such as “P.C”. The corporate name of a professional corporation shall contain the last name of one or more of its shareholders, unless the regulations of a particular regulating board or the ethics of a profession permit the use of a corporate name which does not include the surname of any present or former shareholders

Corporations are managed by their Board of Directors. The minimum number of directors required in Alaska is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All Alaska corporations will be required to file a biennial statement before January 2 every two years. The first report must be within six months of organization. The report is considered delinquent if not filed before February 1st and fees and penalties may apply. The report must include information on the company name, the name and address of its registered agent, principal corporate address for foreign corporations, purpose, names and addresses of the corporation's directors and officers, shares authorized to be issued, shares that have been issued to date, and the name, address, and ownership percentage of each shareholder who owns more than five percent of the corporation's stock.

Company names in Alaska can be registered for up to 5 years. A name registration gives the owner the exclusive right to the use of that name. To register a name a current Business License is required. A registered name is valid for five years including any portion of the filing year, and is renewable between October 1st and December 31st of the year of expiration.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing Articles of Dissolution and The Certificate of Election to Dissolve pursuant to Alaska Statutes 10.06.608.

The dissolution will not be filed if a biennial report is due or the signatures do not match what the Corporations Section has on record.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Alaska an application for S-Corporation Election is required to be filed with the IRS. No state-level S-corporation filing is necessary

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Alaska Department of Revenue at http://www.revenue.state.ak.us/.

The formation document required to file an LLC in Alaska is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, LLC's name, the mailing address of its registered office, the name of the LLC's registered agent there, purpose, whether the LLC will be member-managed or manager-managed and the name and address of the registered agent.

After filing the Articles of Organization with the Division of Corporations the company will be required to file an initial report within six months after formation

Alaska law does not allow for the formation of Professional LLC's (PLLC's) However, professional services businesses can form as an LLC.

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Alaska is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Alaska LLC's will be required to file a biennial report before January 2 every two years. The report is considered delinquent if not filed before February 1st and fees and penalties may apply. The report must include information on the LLC's name, name and address of the registered agent, the names and addresses of the LLC's members if member-managed or the names and addresses of the LLC's managers if manager-managed, and the name, address, and percentage interest owned of each person owning at least a five percent interest in the LLC.

Company names in Alaska can be registered for up to 5 years. A name registration gives the owner the exclusive right to the use of that name. To register a name a current Business License is required. A registered name is valid for five years including any portion of the filing year, and is renewable between October 1st and December 31st of the year of expiration

The LLC Law provides a procedure for voluntarily dissolving a domestic LLC by filing Articles of Dissolution and The Certificate of Election to Dissolve pursuant to Alaska Statutes 10.50.430.

The dissolution will not be filed if a biennial report is due or the signatures do not match what the Corporations Section has on record.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Alaska Department of Revenue at http://www.revenue.state.ak.us/.

The formation document required to file a Not-For-Profit corporation in Alaska is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, specific purpose, name and address of the registered agent, and name and address of the initial board of directors

After filing the Articles of Incorporation with the Division of Corporations the company will be required to file an initial report within six months after formation.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Alaska is 3. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All Alaska NFP Corporations will be required to file a biennial report before January 2 every two years. The report is considered delinquent if not filed before February 1st and fees and penalties may apply.

Company names in Alaska can be registered for up to 5 years. A name registration gives the owner the exclusive right to the use of that name. To register a name a current Business License is required. A registered name is valid for five years including any portion of the filing year, and is renewable between October 1st and December 31st of the year of expiration.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing Articles of Dissolution, Pursuant to Alaska Statutes 10.20.310. A Resolution to Dissolve must be filed prior to, or in conjunction with the filing of Articles of Dissolution. Both forms are required to complete the dissolution

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Alaska Department of Revenue at http://www.revenue.state.ak.us/.