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LeapLaw's 50 State Blawg  > Alaska
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Search posts for:

Basics Box: Alaska
Department of Commerce
Status Search
Forms
  • Fax File:
  • UCC: Yes (with credit card)
    Corporate:
  • E File:
  • UCC: Yes (with credit card)
    Corporate:
  • Expedited Services:
  • UCC: No
    Corporate:
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • Apostilles (Alaska)
    Contact Information (Alaska)
    Domestic Corporate Dissolution Summary (Alaska)
    Domestic Formation Summary (Alaska)
    Foreign Qualification Summary (Alaska)
    LLC Formation Summary (Alaska)
    UCC Filing (Alaska)

    Apostilles (Alaska)
    The Alaska Secretary of State (AK SOS) provides apostilles and authentications for $5.00 per document.

    Documents should be mailed to the address below together with a $5.00 fee for each certificate, and a cover letter with your contact information, the return address as well as the name of the country to which your documents will be sent. Send the documents to:

    Office of the Lt. Governor
    Authentications Department
    240 Main Street, Room 301
    Juneau, Alaska 99801

    (907) 465-3509
    (907) 465-5400 fax
    notary@gov.state.ak.us

    Fees may be paid with a personal check or money order payable to the State of Alaska, or by Visa or Mastercard. Your documents will be returned by regular USPS mail.

    Additional Information.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the AK SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.


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    Contact Information (Alaska)
    Alaska Department of Community and Economic Development (DCED).
    Corporations Section
    PO Box 110808
    Juneau, AK 99811-0808

    (Office Hours Mon-Fri - 8am to 5pm)

    Corporations Phone: (907) 465-2530

    Corporations Fax: (907) 465-3257

    Email: dbsc@commerce.state.ak.us


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    Domestic Corporate Dissolution Summary (Alaska)
    Pursuant to the Alaska Business Corporation Act (Alaska Stat. § 10.06.605 et seq.), to successfully dissolve an Alaska corporation, no tax clearance is required.

    A Certificate of Election to Dissolve must be filed prior to, or in conjunction with the filing of Articles of Dissolution.

    Consents:
    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

    After Stock Issuance: Resolution of the board of directors and 50% of all voting shareholders.

    Execution of Certificate of Election to Dissolve: The certificate of election to dissolve must be signed by the majority of the directors in office, a designated shareholder as authorized by shareholders holding 50% or more of the voting power of the shares entitled to vote, or each of the persons listed in the consent to dissolve. One original certificate and exact copy is submitted to the state.

    Articles of Dissolution Filing and Execution: Articles of Dissolution are filed by all of the directors of the company. One original certificate and exact copy is submitted to the Alaska Department of Community and Economic Development (DCED).

    Filing Fees: $10.00 for the Election to Dissolve. $15.00 for the Articles of Dissolution.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.



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    Domestic Formation Summary (Alaska)
    Pursuant to the Alaska Business Corporation Act (Alaska Stat. § 10.06.005 et seq.), a corporation forming in Alaska files Articles of Incorporation with the Alaska Department of Community and Economic Development (DCED).

    Online: Filing Articles of Incorporation can be done online.

    Corporate Name: The corporate name must contain "corporation," "company," "incorporated," "limited" or abbreviation thereof.

    Maximum Stock for Minimum Filing Fee: None.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business .

    Purpose: Specific business purpose is optional.

    Preemptive Rights: Granted unless specifically denied.

    Cumulative Voting: Granted unless specifically denied.

    NAICS Code: An NAICS code is required. List of codes is attached to articles of incorporation.

    Alien Affiliates: Alien affiliates must be disclosed on the articles of incorporation. Pursuant to the Alaska Business Corporation Act, alien" means

    (A) an individual who is not a citizen or national of the United States, or who is not lawfully admitted to the United States for permanent residence, or paroled into the United States under the Immigration and Nationality Act (8 U.S.C. 1101 - 1525, as amended);

    (B) a person, other than an individual, that was not created or organized under the laws of the United States or of a state, or whose principal place of business is not located in any state; or

    (C) a person, other than an individual, that was created or organized under the laws of the United States or of a state, or whose principal place of business is located in a state, and that is controlled by a person described in (A) or (B) of this paragraph.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Alaska.

    Execution and Filing: Submit one executed original and one copy of the certificate of incorporation to the DCED. Articles must be printed in dark, legible ink.

    Online: Articles of Incorporation may be filed online.

    Filing Fee: $250.00

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of formation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.


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  • Foreign Qualification Summary (Alaska)
    Pursuant to the Alaska Business Corporation Act (AK Statute § 10.06.705 et seq.), a foreign corporation may not transact business in this state until it files an Application for Certificate of Authoritywith the Alaska Department of Community and Economic Development (DCED).

    Online: Filing can be done online.

    Name of Corporation: Name must contain "corporation," "company," "incorporated," "limited" or abbreviation thereof. The name may not contain a word or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation.

    Officers and Directors: A list of officers and directors with addresses is required.

    Alien Affiliate Statement: The name and address of each alien affiliate, the percentage of outstanding shares controlled by each alien affiliate, and a specific description of the nature of the relationship between the foreign corporation and its alien affiliate must be set forth on the Application for Certificate of Authority (may be set forth as none where applicable).

    An alien affiliate is defined in AK Statute § 10.06.990 as:

    Affiliate: a person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a corporation subject to this chapter.

    Alien:
    1. An individual who is not a citizen or national of the United States, or who is not lawfully admitted to the United States for permanent residence, or paroled into the US under the Immigration and Nationality Act (8 U.S.C. 1101 - 1525, as amended);
    2. A person, other than an individual, that was not created or organized under the laws of the US or of a state, or whose principal place of business is not located in any state; or
    3. A person, other than an individual, that was created or organized under the laws of the US or of a state, or whose principal place of business is located in a state, and that is controlled by a person described in (1) or (2) of this paragraph.

    Certificate of Good Standing/Existence: A certificate of good standing or legal existence, not more than 60 days old must be attached to the application.

    Filing and Execution: The filing is signed by the president/VP or secretary/asst secretary of the company. Original executed copy and an exact copy is filed with the DCED.

    Filing Fee:$350

    Post-Filing: Every corporation earning gross income from sources within the state, except for those corporations that are specifically exempted, must file a corporation net income tax return. A corporation may elect to file a consolidated Alaska return with its affiliates. The Alaska return is due 30 days after the due date of the Federal Tax Return. The tax due must be paid by the 15th day of the third month following the close of the tax year. Form 04-611 is the prescribed form on which the Alaska Corporation Net Income Tax. However, those corporations engaged in oil and gas production or pipeline transportation must use Form 04-650. The forms may be obtained by contacting the Alaska Department of Revenue, Tax Division.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.


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    LLC Formation Summary (Alaska)
    Pursuant to the Alaska Revised Limited Liability Company Act (AK Statute § 10.50-1 et seq. ), a limited liability company forming in Alaska files Domestic LLC Articles of Organization with the Alaska Department of Commerce and Economic Development (DCED).

    LLC Name: The LLC name must contain "limited liability company" "L.L.C." or "LLC" "limited" may be "Ltd." and "company" may be "Co."

    No. of Members: The LLC may have 1 member.

    Purpose of Business: Articles must include a brief nature of business, need not be specific.

    NACIS Code: NACIS code must be provided; list attached to application.

    Execution and Filing: Signed by "organizer(s)" and executed by the resident agent. Must be signed by at least one organizer. One copy of the articles and supplemental filing is filed with the DCED.

    Online: Filing articles of organization can be done online.

    Filing Fee: $250.00 payable to Alaska Department of Commerce and Economic Development (DCED).

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • UCC Filing (Alaska)
    The Alaska Recorder's Office administers the Uniform Commercial Code (UCC)Central File and maintains the public record of filed documents related to security interests in personal property.

    Online Filing: Online Filing

    UCC forms

    Fax File: You may fax file to the Alaska UCC Central File office at 907-269-8945. A cover sheet must be included with a valid VISA or MasterCard number, expiration date and signature of the card holder.

    Contact Information:

    Email: Paula_Kelsey@dnr.state.ak.us




    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
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