To form a corporation in Alaska, you need to take the steps set forth below. To find out what’s required to form a corporation in any other state, see Nolo’s 50-State Guide to Forming a Corporation.
Your corporation's name must distinguishable from existing names on the Alaska Secretary of State's records. The corporation's name must contain the word "corporation," "company," "incorporated," or "limited," or an abbreviation of one of these words. The corporate 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.
Names may be checked for availability by searching the State of Alaska Corporations Section database. An available name may be reserved for up to 120 days by filing a Business or Corporation Name Reservation Application. The form must be postal mailed to the State of Alaska Corporation Section office. A $25 fee must be paid to reserve a name.
Your corporation is legally created by filing Articles of Incorporation with the Alaska Division of Corporations. The articles must include the corporate name; its purpose; the name and address of an agent for service of process; the names and addresses of any alien affiliates of the corporation; the number of shares the corporation is authorized to issue; and 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. Several optional provisions may also be included but this is not advisable.
The filing fee is $250. The articles must be filed by postal mail.
Every Alaska corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. A corporation may not service as its own agent for service of process. The agent should agree to accept service of process on your corporation's behalf prior to designation.
The registered agent may be an individual resident of Alaska or a corporation authorized to transact business in Alaska. The Alaska Division of Corporations maintains a list of private service companies that can act as agent for service of process.
Set up a corporate records book in which you keep all of your corporation's important papers, including minutes of director and shareholder meetings, stock certificates, and stock certificate stubs. Keep your corporate records book at the principal office of your corporation. You can use a three-ring binder as the corporate records book or you can order a special corporate records kit through a corporate kit supplier.
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo’s website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an “Incorporator’s Statement” showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporator's Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
The first meeting of the corporation's board of directors should be held at which the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize issuance of shares of stock, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal. The directors' actions must be recorded in corporate minutes prepared by the incorporator or any of the directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status. It is usually necessary to prepare the minutes over one or two weeks, and then send them to all the directors for their signature. For corporate meeting minute forms, see Nolo’s website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
Issue stock to each shareholder. Although not legally required in most states, small corporations usually issue paper stock certificates. Enter each shareholder's name and contact information in the corporation’s stock transfer ledger.
A share of stock in your corporation is classified as a security under state and federal securities laws that regulate the offer and sale of corporate stock. However, the federal government and all states exempt most small corporations from these laws. For example, federal law exempts "private offerings:" a non-advertised sale to a limited number of people (generally 35 or fewer). Most states have enacted their own versions of this SEC exemption.
Visit the state securities office website for each state in which you will issue shares for information about applicable state securities laws. Links to all such offices can be found at the Contact Your Regulator web page of the North American Securities Administrators Association.
After you have organized your corporation it is your responsibility to file an Initial Report with the State of Alaska Division of Corporations within 6 months of organization. There is no filing fee.
In addition, every Alaska corporation and foreign corporation registered in Alaska must file a Biennial Report every two years. The report is due before January 2 of the filing year. The Initial and Biennial Reports may be filed online or by postal mail.
The filing fee is $100 for Alaska corporations, $200 for foreign corporations.
Additional tax and regulatory requirements apply to your corporation. These include:
EIN: Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
S Corporation Filing: If the corporation wants to elect S corporation status for tax purposes, it must submit Form 2553 Election by a Small Business Corporation (signed by all the shareholders). The election should be filed within two months and 15 days after the beginning of the corporation's first tax year. See the IRS S Corporation Fact Sheet for details.
Business Licenses: For the privilege of engaging in a business in the State of Alaska, a business license is required for a new entity. For information regarding business licenses, statutes, and how to obtain a business license, go to the Business License Section of the Alaska Division of Corporations website.
To do business in Alaska, all corporations organized outside of the state must register with the with the State of Alaska Corporations Section. To register, file a Certificate of Authority Application by postal mail. The filing fee is $350. The foreign corporation must appoint a Alaska agent for service of process.
Last updated May 2012