Foreign Corporation Alaska Qualification

What is an Alaska Foreign Corporation?

A foreign Alaska Corporation is an INC originally formed in another state that registers to do business in Alaska. The process of registering a foreign Corporation in Alaska is called foreign qualification. Foreign qualification is used to register a foreign company so that it may transact business in the state of Alaska. There are a few requirements when filing an application for registration in Alaska.

Under Alaska Statutes § 10.50.605, a foreign (out-of-state) limited liability company must file a Certificate of Registration with the Division of Corporations before conducting any business in Alaska. If the Corporations name is currently used in the state by another company, an Assumed Name must be registered.

The Division of Corporations charges $350 to register a foreign Corporation in Alaska. To be approved for a foreign Corporation qualification, an Alaska registered agent and registered office must be designated to accept service of process and sign for important certified business mail.

Every two years after a foreign qualification, the out-of-state corporation is required to file a Biennial Report and pay the associated fee of $200. This is due on January 2. The failure to file a Biennial Report can, according to Alaska Stat. § 10.06.815, result in a penalty of 10 percent of the amount of the corporation tax for that report year.

 

How to Register A Foreign Corporation in Alaska

Foreign Corporation Requirements

  1. Legal Name of Corporation
  2. Assumed Name
  3. Duration and Date
  4. Disclosure
  5. Registered Agent
  6. Office Address
  7. Alien Affiliate
  8. Shares
  9. Officers Directors

 

Legal Name of Corporation

The name of your Corporation must comply with the rules of the Alaska state government. You must have one of the following words in your name: “corporation”, “company”, “incorporated” or “limited”. You are also permitted to use an abbreviation of one of those designated words. You can not use words that imply that you are doing business as differently stated. For example, a hot dog stand can not have the name “coal mining industries incorporated”.

Assumed Name

If your name is already taken that you use for your foreign Corporation, you can elect to run the business under an assumed name.

Duration and Date

List the home state and the duration of the Corporation. The time limit may be perpetual.

Disclosure

You must state the purpose for which the company is organized and list the six digit NAICS Industry Grouping Code that clearly states the initial activities of the company being formed in Alaska.

Corporation Registered Agent

Every business entity must appoint and maintain an Alaska registered office and Alaska registered agent. The Alaska registered agent is responsible for accepting service of process and other important business mail on behalf of clients and their Alaska LLCs. This ensures that notice of litigation (service of process) reaches all entities in a reasonable time frame, allowing them ample opportunity to prepare and respond to a lawsuit.

An Alaska registered agent is required to be:

  • An individual living in the state, or
  • A domestic corporation in good standing with a local physical office location, or
  • A foreign corporation in good standing with a local physical office location

It is a violation of AK law for a limited liability company to act as its own agent. You must appoint a different individual or entity to be the Alaska registered agent.

Alien Affiliates

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 under AS 10.06.990 is an Alien Affiliate.

  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 United States 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 United States 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 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 (1) or (2) of this paragraph[.]

Stock Shares

Alaska Corporations must list the number of shares and the classification, preferred or common. The number of shares for the corporation must be above 0 (ZERO). If there is more than one class or series of authorized shares, please provide this information. Par value is the nominal value or dollar value of the original cost of a share and has no relation to market value.

Incorporator(s)

A person 18 and over can sign as the incorporator of the Alaska Corporation. You can list multiple incorporators, but you must list at least one.

 

How to File an Alaska Foreign Corporation Qualification Document

Steps in registering a foreign corporation in Alaska:

  1. Establish a legal name for your corporation in Alaska. Names must meet the standards laid out by state law. If a name is already in use in the state, an assumed name must be used instead.
  2. To foreign qualify in Alaska, the AL Stat. § 10.06.705 requires a foreign corporation to file a Certificate of Authority with the Division of Corporations. Until this is approved, an out-of-state entity cannot conduct business in Alaska. The filing fee is $350.
  3. When applying for Alaska foreign qualification, an entity must designate an Alaska registered agent and a registered office within Alaska.
  4. After the Division of Corporations approves the application to register a foreign corporation, a Biennial Report is due every two years. The fee is $200.

To register a foreign corporation, you file a Certificate of Formation with the Division of Corporations. Include the $350 filing fee. The filing can be completed by mail or online at the Division of Corporations website.

 

Alaska Corporation Biennial Report and Taxes

Every two years after a foreign qualification, the out-of-state corporation is required to file a Biennial Report and pay the associated fee of $200. This is due on January 2. The failure to file a Biennial Report can, according to Alaska Stat. § 10.06.815, result in a penalty of 10 percent of the amount of the corporation tax for that report year.

 

Foreign Registration Quick Facts

Alaska Foreign qualification filing: Certificate of Authority

  • Alaska Foreign qualification fees:
  • Registration: $350
  • Biennial Report: $200
  • Online filing: Yes

 

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