Alaska incorporation is a straightforward matter, and this article will tell you all you need to know to incorporate in the State of Alaska. SunDoc is a business filing company specializing in Alaska incorporations. You can turn to us to handle some or all of the paperwork for you.

 

You don't need an attorney in order to file the paperwork needed to form a corporation, but you may well need professional consultation on numerous related matters. Nothing in this article can be construed as legal, tax or accounting advice. You should consult licensed professionals to give you specific advice for your situation.

 

Overview

 

To create the corporation you file Articles of Incorporation with the Secretary of State, for a filing fee. You'll need a company name that's available to use. You'll need to know which of several types of corporation you're choosing, your corporate address, and who's your Registered Agent. Also you'll need to state how many shares you're authorizing the corporation to issue, and perhaps the number of shareholders, depending on type of corporation chosen.

 

Outside of the filing itself, you'll need your Federal Tax ID Number (EIN) from the IRS. You'll need to know who your corporate officers are, and any directors. You'll need an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation.

 

Finally, pay a fee to file your Biennial Report (usually filed 2 years). Here, you’ll list your corporate directors and officers for the state. Do this filing within 90 days of incorporating. For advice concerning taxation in the state of Alaska, consult with a tax lawyer.

 

Incorporating

 

Companies who are incorporating in the state of Alaska can choose between three types of corporations. The first is the most common, and it's called the General Stock Corporation. This type of corporation offers an unlimited number of shareholders.

 

Alternatively, you have the Close Corporation, which puts a limit of 35 on the number of shareholders your corporation can have.

 

The last type of corporation available is called the Professional Corporation, but this is only for specific professionals and is mandated by the state.

 

The forms supplied by Alaska for download meet the minimum requirements of the Alaska Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

 

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

 

It is imperative that all corporations have three officers. These office positions are president, treasurer, and secretary. Most of the time, corporations in Alaska need to have at least three directors as well. Specific situations may change this — such as if you have fewer than three shareholders or no shares have been issued by your corporation. 

 

If you'd like one person to be your president, treasurer, and secretary, this is possible. As far as directors go, the number and limit should be outlined in your bylaws unless this information is in your articles.

 

If you need to change your bylaws for any reason, you'll need to hold a formal meeting with directors and shareholders where you’ll have a vote. To amend your articles, however, an amendment will need to be filed with Alaska state. Whenever holding a meeting, always keep minutes. In your bylaws, you'll need to include information such as the methods and times of your company meetings as well as directors’ powers. All information should be in accordance with Alaska law relevant provisions.

 

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Corporate Kit page.

 

Registered Agent

 

SunDoc can help outsource the routine of your company by assisting you with the registered agent step. We offer this service. 

 

All Alaska corporations need to have a registered agent. This will be a company or a person who will be available during business hours at a reliable address. The purpose is so that the state can communicate with them if necessary. If you'd like to understand more about our registered agent service, read the following article:

 

What is a Registered Agent? Why Do I Need One?

 

Name Search

 

Choosing a new name for your Alaska corporation is a big decision. Take care so that you comply with the law and don’t have your filing rejected, but also so that you can create the best branding possible for your corporation. You can run name searches or SunDoc can run the name searches and reserve your ultimate name choice. 

 

The name you choose should be unique and available. The Secretary of State of Alaska will search their records to ensure it is available. Other restrictions apply as well. For instance, you can’t choose a name that misleads the public. You can’t choose a name that leads to deception because it’s too closely related to another corporation’s name.

 

EIN

 

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

 

Next Steps

 

Forming a C Corporation or an S Corporation? We recommend reading our SunDoc article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

 

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