Get Alaska authority for a company formed elsewhere

A foreign corporation may not transact business in Alaska until it holds a certificate of authority, and the commissioner may not refuse one only because the home state's corporate law differs (AS 10.06.705). A foreign corporation that transacts business without one owes the state the fees and taxes it would have paid, and a penalty that can reach $10,000 per calendar year of such activity, counting any fraction of a year (AS 10.06.710). It also cannot start a suit in an Alaska court before it holds the certificate, though its contracts remain valid.

A foreign business corporation applies on Form 08-414. The form asks for the name with a good standing box, an assumed name if needed, the home state and incorporation date, the purpose, the Alaska agent, the home principal office, any alien affiliates, authorized and issued shares, holders of 5 percent or more, and the officers and directors. Two officers sign. The filing fee is $350, shown on the form as a $150 fee and a $200 tax.

Four duties follow. The company keeps an Alaska registered agent (agent rules). It files a biennial report before January 2 every second year. It buys a state business license at $50 a year, since the Division says an entity needs one before engaging in business. And if it stops working in Alaska it leaves properly, using the certificate of cancellation for an LLC. The full guide to getting a certificate runs through all of them in order, and each duty has its own page.

Alaska's corporation code and its LLC act each give their foreign-entity document a name of its own. The corporation code speaks of a certificate of authority issued by the commissioner. Under the LLC act, what the company files is an application for registration. In everyday use certificate of authority is the common phrase for either document, so a counterparty that asks an LLC for its Alaska certificate of authority is, in effect, asking for the registration. Show them the document Alaska issued and its date.

Getting Alaska authority is one registration among several, and it does not cover the rest. The Corporations Section issues the certificate or registration. State business licences come from the Business Licensing Section, and the Division's instructions say an entity must hold one before it engages in business. Professional licences, for regulated occupations, come from the Professional Licensing Section. And depending on the work and the place, the instructions add, municipal, state or federal permits may apply. We handle the first and point you to the others.

• Fees: every Alaska charge and worked totals.
• The transacting-business test: whether you need a certificate at all.
• Form 08-414: the corporation application, item by item.
• Form 08-0497: the LLC registration, part by part.
• Without a certificate: the penalties and the court bar.
• Registered agent: who qualifies and how to change.