Benefits of a Corporation
A corporation’s liability is limited to the corporation’s assets. Therefore, if you form a corporation, your personal liability is protected from your corporation’s debts and obligations. A corporation may also help protect the owners’ personal assets if an employee is sued.
Requirements for Incorporating in Alaska
Preparing Your Articles of Incorporation
To form a corporation, you must file articles of incorporation with the Division of Corporations, Business and Professional Licensing and pay any required filing fees. Your corporation will begin its existence when the division issues a Certificate of Incorporation. The articles of incorporation may include many provisions, but, at a minimum, they must contain the following:
- Name of the corporation
- Corporate purpose
- Stock structure
- Registered agent
- Names of incorporators
- Information about alien affiliates, if applicable. Your corporation has an alien affiliate if it controls or is controlled by a person that does not legally reside in the United States or by a business that either was not formed in the United States or does not have its principal place of business in the United States.
In the section regarding stock structure, your articles of incorporation must meet the following criteria:
- If there is only one class of shares, the articles of incorporation must list the total number of shares authorized and their par value, if any. Par value is the dollar value of the original cost of a share.
- If there is more than one class of shares, or if any class has two or more series, the articles must also list:
- The total number of shares authorized for each class
- The designation of each class or series
- The rights, preferences, privileges and restrictions applicable to each class or series
- Alternately, the articles can state that the board of directors may determine these matters
Naming Your Corporation
You can check to see if your proposed corporate name is available by searching the Alaska Division of Corporations, Professions and Business Licensing records online.
A corporate name can be reserved for 120 days by filing an application with the Department of Commerce.
When choosing your corporation’s name, keep the following requirements in mind:
- Your corporation’s name must include the words “incorporated,” “corporation,” “company” or “limited,” or an abbreviation of one of those words.
- Your corporation’s name must be distinguishable from the name of any other registered entity and from any name that has been registered or reserved.
A person who signs and files the articles of incorporation is called an “incorporator.” The articles of incorporation must list the incorporators’ names and meet the following criteria:
- At least one incorporator must be named.
- An incorporator must be a person who is at least 18 years old.
- If your corporation’s initial directors are not named in the articles of incorporation, the incorporators must hold an organizational meeting after the Certificate of Incorporation is filed. The incorporators may also appoint officers and approve bylaws at that meeting. After that, the incorporators have no additional duties.
Corporate directors set corporate policies and are ultimately responsible for the management of the corporation. Directors have a fiduciary duty, which means they must act in the best interests of the shareholders and the corporation. The following guidelines also apply when specifying your corporation’s directors:
- There must be at least one director. The number of directors should be stated in the bylaws. If the bylaws fail to do this, there will be three directors. There is no maximum number of directors.
- Alaska law does not impose any restrictions on who can serve as a director, but your corporation’s bylaws may specify eligibility requirements.
Specifying a Registered Agent
A registered agent receives and forwards official correspondence and notices on behalf of the corporation. You must list the physical address and mailing address of your registered agent.
A registered agent may be an individual who resides in Alaska or a corporation that is registered and in good standing with the state. A corporation cannot act as its own registered agent.
Stating a Corporate Purpose
Alaska law permits corporations to state a broad, general purpose. The law specifically allows you to state that your corporation is or includes “the transaction of any and all lawful business for which corporations may be incorporated,” per chapter 10.06 of the Alaska Corporations Code. You must also provide the North American Industry Classification System (NAICS) grouping code that most closely describes the business of your corporation.
Determining Incorporation Bylaws
Your corporation’s bylaws provide important guidelines and procedures for the corporation’s structure and management. In addition, bylaws must conform to the following requirements:
- The incorporators or directors must hold an organizational meeting to adopt bylaws.
- If the articles of incorporation do not state the number of directors, the bylaws must establish the number of directors for the corporation or state that there shall not be fewer or greater than a stated number of directors. The bylaws may contain any other provision for managing the business or conducting the affairs of the corporation.
- The bylaws cannot conflict with law or the articles of incorporation.
Costs of Incorporating in Alaska
The Alaska Division of Corporations, Business and Professional Licensing requires a fee for filing articles of incorporation, as well as a fee for name reservations. In addition, corporations are required to pay state and federal income taxes.
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