Form an Alaska Corporation
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Incorporating in Alaska
Incorporating in Alaska can be vital to Alaska businesses. At LawInc, we prepare your Alaska corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Alaska corporation Tax ID number and file your S corporation election with the IRS.
Alaska Corporation Name
The first step in forming an Alaska corporation is selecting the business name. Alaska corporation names:
- Must end with “Corporation,” “Corp.,” “Incorporated,” “Inc.,” “Limited” or “Ltd.”
- Cannot contain a words or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation.
- Cannot contain the word “city”, “borough”, or “village” or otherwise imply that the corporation is a municipality. The name of a city, borough, or village may be used in the corporate name.
- Cannot include any title or designation likely to be confused with “certified public accountant” or “public accountant” unless the corporation holds a current license or permit to practice public accounting.
- Must be unique from any other registered Alaska corporation or other business entity and any names reserved on record.
- Cannot contain language indicating or implying that it’s organized for a non-legal business purpose.
An Alaska corporate name found to be available may be reserved for 120 days upon application and payment of $25 fee.
Alaska Corporation Formation
Alaska Corporation Filing Procedure: Submit duplicate executed copies of the Alaska Articles of Incorporation, Alaska Business License Application form, and Designation of Agent form, if necessary, to the Alaska Commissioner Commerce and Economic Development. Initial Report must be submitted to Department of Commerce, Community, and Economic Development within six (6) months of organization (may be filed online).
Alaska Corporation Filing Fees: Alaska Corporation filing fee is $250. Alaska Business License Application fee is $50. Business licenses may be purchased for 1 or 2 years and expire on December 31st regardless of the date of purchase.
Alaska Corporation Purpose Clause: The purpose or purposes for which the Alaska corporation is organized may include a statement that the corporation is organized under the Alaska Corporation Code for any lawful purpose.
Alaska Corporation Authorized Shares and Minimum Paid in Capital: There is no minimum amount of paid in capital required to commence business in Alaska.
Alaska Corporation Directors: The Alaska corporation board of directors shall consist of one or more members. If the number of directors is not otherwise set in the Articles of Incorporation or the Bylaws than the number of directors shall be three.
Alaska Corporation Limitation of Director’s Personal Liability: The articles of incorporation may contain, within the limitations prescribed by the Alaska Corporation Code, provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
Alaska Corporation Incorporator: Minimum number of Alaska incorporators is 1 (a person 18 or older) and there is no requirement that the organizer be an Alaska resident.
Alaska Corporation Registered Agent: An Alaska corporation must maintain a registered agent and office to receive service of process in Alaska. The Alaska registered agent should be available, at an Alaska physical address, during normal business hours to accept important legal and tax documents on behalf of the Alaska corporation.
Alien Affiliates: The Articles of Incorporation must set forth the name and address of each alien affiliate or a statement that there are no alien affiliates.
Alaska Professional Corporation: Professionals like accountants, attorneys and physicians are permitted to form Alaska professional corporations.
NAICS Code: An NAICS code is required. List of codes is attached to articles of incorporation.
Alaska Corporation Publication Requirement: There is no publication requirement for Alaska corporations.
Alaska Corporation Securities Laws: When forming an Alaska corporation, it is important to comply with both federal and Alaska securities laws. Failure to comply with securities laws may subject the corporation to lawsuits from corporate investors or SEC/state criminal prosecution.
Under Alaska law, certain small offering transactions are exempt if there is no public solicitation or advertisement of the offering, and the offering is made to either:
- Ten or fewer shareholders during a period of twelve consecutive months, (where there are no commissions paid for soliciting prospective buyers in Alaska, a restrictive legend is placed on the stock certificates, and a notice is filed with the state securities administrator); or
- Twenty five or fewer persons within a period of twelve consecutive months, where all such sales made within the state, a restrictive legend is placed on the stock certificates, and certain other requirements are met, including notification of the administrator of securities and providing information to the investors; or
- Ten or fewer persons who are to receive the initial issue of shares of a non publicly traded corporation, if various requirements are met, including provision of information to the investors, restrictive legends on stock certificates or other evidences of ownership, and no public solicitation.
For further securities law information, contact the Alaska administrator of securities at the state Division of Corporations, Business and Professional Licensing, Corporations Section.
Alaska Corporation Post-Filing Requirements
Alaska Corporation Initial Report: Alaska corporations are required to file an initial report with the state within 6 months of incorporation.
Alaska Corporation Biennial Report: All for-profit corporations in Alaska, including foreign corporations and S corporations, are required to file a biennial report and pay a biennial corporate tax of $100 for domestic corporations or $200 for foreign corporations by January 2, every other year.
Alaska Corporation Taxes
Alaska’s corporate tax structure consists of ten separate brackets with a top rate of 9.4% at $90,000, which the 4th highest rate in the nation. Alaska corporate tax rates are as follows:
|If Taxable Income Is:||The Tax Is:|
|Less than $10,000||1% of taxable income|
|$10,000 but less than $20,000||$100 plus 2% of taxable income over $10,000|
|$20,000 but less than $30,000||$300 plus 3% of taxable income over $20,000|
|$30,000 but less than $40,000||$600 plus 4% of taxable income over $30,000|
|$40,000 but less than $50,000||$1,000 plus 5% of taxable income over $40,000|
|$50,000 but less than $60,000||$1,500 plus 6% of taxable income over $50,000|
|$60,000 but less than $70,000||$2,100 plus 7% of taxable income over $60,000|
|$70,000 but less than $80,000||$2,800 plus 8% of taxable income over $70,000|
|$80,000 but less than $90,000||$3,600 plus 9% of taxable income over $80,000|
|$90,000 or more||$4,500 plus 9.4% of taxable income over $90,000|
For more information regarding Alaska corporate income tax, contact the Alaska Department of Revenue.
Alaska C Corporation: All Alaska corporations formed by default are “C” corporations. A Alaska C corporation is a Alaska corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Alaska C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Alaska C corporations offer many planning and benefit opportunities.
Alaska S Corporation: A Alaska S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Alaska S corporations are not subject to the double taxation C corporations encounter.
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. All Alaska corporations should obtain an EIN.
Alaska Corporation Dissolution
Alaska Corporation Dissolution Requirements: Per the Alaska Business Corporation Act (Alaska Stat. § 10.06.605 et seq.), no tax clearance is required when dissolving an Alaska corporation.
A Certificate of Election to Dissolve must be filed prior to, or in conjunction with the filing of Articles of Dissolution.
Filing Fees: $10.00 for the Election to Dissolve. $15.00 for the Articles of Dissolution.
Federal Corporation Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return.