The Alaska transacting-business test for foreign companies

The corporation statute opens with a prohibition: no transacting business until a certificate has been issued (AS 10.06.705). The exemption section then says a foreign corporation is not transacting business "by reason of" any of 10 listed activities, and it introduces the list with words that leave room for others (AS 10.06.718). The LLC act follows the same plan with 9 items and the verb "include" (AS 10.50.720).

An office with employees. A permanent local presence fits no listed activity and points toward registering.

A shop, warehouse or yard. Premises and stock are the usual signs of transacting business and point toward registering.

Project work. A contractor performing repeated jobs in Alaska has moved past an isolated transaction, which points toward registering.

Mail-order and online sales. Orders accepted at the home office, shipped to Alaskans, sit under the orders-accepted-elsewhere item and interstate commerce.

A traveling salesperson. Occasional visits to solicit orders that need home-office acceptance fit the same item. A resident salesperson with a local office does not.

A lawsuit. Bringing or defending an Alaska case is excluded as such, though a corporation without a certificate cannot sue until it has one.

One large contract. A deal wrapped up within 30 days qualifies as isolated. A contract that runs for months does not.

A corporation that transacts business without a certificate owes the state the fees and corporation taxes it would have paid, plus the penalties for not paying them, plus a penalty reaching $10,000 for each calendar year, a fraction of a year included, with the attorney general bringing the case (AS 10.06.710). It cannot maintain a suit in Alaska courts until it obtains the certificate (AS 10.06.713). Contracts survive and defending a suit remains possible (AS 10.06.715). An LLC faces the same penalty ceiling under its own act. The penalty page covers both.

• Does the company have people, premises or stock in Alaska on a continuing basis? If yes, register.
• Are all its Alaska contacts on the statutory list: interstate commerce, lending and collecting, orders accepted elsewhere, independent contractors, bank accounts, internal meetings, court matters, or one finished deal?
• Is the deal truly isolated, finished within the statutory period and not part of a series?
• Would losing access to Alaska courts hurt? A corporation without a certificate cannot sue until it has one.
• Do the facts leave any doubt? The Division will not make the call.