Alaska Certificate of Authority›Without a certificate
What happens to a company that has no Alaska certificate
Alaska can fine a foreign corporation up to $10,000 per calendar year, counting any partial year, for transacting business with no certificate of authority; it also owes the fees and taxes it would have paid, and it cannot bring suit in an Alaska court until it is certified (AS 10.06.710). A foreign LLC is under a matching rule in its own act. This page sets out the corporate statutes first and then the LLC ones.
Corporations: the sections
| Consequence | What the statute provides | Section |
|---|---|---|
| Back fees and taxes | All fees and corporation taxes that a certificate would have carried, plus the penalties for non-payment | AS 10.06.710 |
| Annual penalty | As much as $10,000 for every calendar year, or part of one | AS 10.06.710 |
| Enforcement | The attorney general brings proceedings to recover the amounts | AS 10.06.710 |
| Court access | No suit, action or proceeding until the certificate is obtained, and the bar binds a successor or assignee on claims from the Alaska business | AS 10.06.713 |
| Contracts and defence | Contracts it signed stay binding, and it can still defend itself | AS 10.06.715 |
LLCs: the sections
| Consequence | What the statute provides | Section |
|---|---|---|
| Back fees | Every fee that registration would have carried, for each whole or partial year | AS 10.50.690 |
| Annual penalty | As much as $10,000 for every calendar year, a partial year included | AS 10.50.700 |
| Court access | No lawsuit may be brought in Alaska courts until the company registers | AS 10.50.675 |
| Injunction | A court may restrain further affairs until the state has been paid and the company complies | AS 10.50.710 |
| Owners | Not personally on the hook for the company's debts because of the lapse by itself | AS 10.50.715 |
The penalty ceiling over several years
| Calendar years in which the company transacted business | Ceiling |
|---|---|
| One | $10,000 |
| Two | $20,000 |
| Four | $40,000 |
Each figure is a maximum set by the statute for a court to apply. Any calendar year in which even a single day of unauthorized business falls is counted.
What the back fees amount to
The corporate statute is explicit that a company owes everything it would have paid had it applied and filed all its reports: the certificate fee, the biennial corporation tax, and the penalties for missing them. For a corporation that is the $350 certificate fee and $200 biennially, with $25 for each year of delinquency. For an LLC it is the $350 registration and $200 reports. Registering later pays these in the normal way; the ceiling penalty is a separate matter for the court.
Lost standing in court
The court bar has a practical effect. A corporation without a certificate cannot bring its own suit, and the bar extends to a successor or assignee asserting a claim that came out of the Alaska business. A customer who will not pay becomes a collection problem the company cannot take to court until the certificate is in hand. The statute leaves the company free to defend itself and keeps its contracts alive.
Revocation is a different thing
Do not confuse the penalty for never having a certificate with revocation of one the company had. The commissioner can revoke a foreign corporation's certificate on 6 grounds after 60 days' notice, and the authority to transact business ends when the certificate of revocation is issued (AS 10.06.743). The reports page explains how missing the January 2 date feeds into that.
Curing the gap
Apply. Form 08-414 is the corporation's application and Form 08-0497 is the LLC's, and either one ends the unauthorized period. Addressing the past period with the state is a legal call for an Alaska business lawyer to make with you; the guide shows the route. Our part is the application, for $199.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Consequence questions
What does registering cost once the lapse ends?
$350 for a corporation on Form 08-414 and $350 for an LLC on Form 08-0497, with the penalty and back fees handled separately.
Does the company's liability shield survive?
For an LLC, an owner is not made personally responsible for the company's debts just because the LLC went unregistered.
Can the attorney general act without a complaint?
The statutes give the attorney general the power to bring proceedings; they do not describe how cases begin.
Does registering late erase the penalty?
Registering ends the unauthorized period. The penalty relates to the period without a certificate.
Our fee, then what Alaska charges
Get your Alaska certificate
AK+ the Alaska fee shown at checkout
$199
- The Alaska application for your entity type: certificate of authority for a corporation, registration for an LLC
- Certificate of good standing (or equivalent) from the home state, ordered and attached
- An Alaska registered agent: ours, or the one you keep
- Filing with the Division of Corporations and the approved document returned
- Renewal: after the first year, the agent service renews at $149 a year
The Alaska fee for your entity type shows as its own line before you pay. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Statutes and state pages
- Alaska Division of Corporations, forms and fees
- Alaska Form 08-0497, Registration of Foreign LLC
- Alaska Statutes, AS 10.50.675 to 10.50.720
- Alaska Statutes, AS 10.06.720 to 10.06.740 (certificate of authority)
- Alaska Form 08-414, Certificate of Authority, Foreign Business Corporation
- Alaska Statutes, AS 10.06.845 (biennial corporation tax)
- Alaska Administrative Code, 3 AAC 16.065
- Alaska Statutes, AS 10.06.743 to 10.06.780 (revocation, agent and withdrawal)
Need Alaska authority?
Tell us your entity type and home state. We handle the application, the certificate and the agent.