Foreign Corporation Certificate of Authority in Alaska (Form 08-414)

Alaska calls a corporation chartered outside the state a foreign corporation, whether it hails from Oregon or Ontario. Under AS 10.06.705 it cannot transact business here until the commissioner has issued it a certificate of authority. That certificate is Alaska's version of what other states call qualification, and Form 08-414 is how you ask for it.

You do not become a second corporation by applying. The home charter keeps governing internal affairs. What the certificate adds is permission to pursue the purposes stated in your application, plus a public record of the officers, directors, big shareholders and Alaska agent. AS 10.06.740 puts the corporation on the same footing as a domestic corporation of like character, and gives it no more.

Transacting business is never defined. AS 10.06.718 instead names ten activities that fall outside the term, with a caveat that others may too. In plain terms, these are safe: defending or settling a lawsuit or arbitration, directors' and shareholders' meetings, holding bank accounts, running a transfer office for the corporation's own stock, selling through independent contractors, taking orders that bind only once accepted outside Alaska, borrowing or lending against security, collecting a debt owed to you, interstate commerce, and a single deal concluded inside 30 days with no pattern of repeats.

Owning property is missing from that list, and nothing calls it a trigger. A shop, an office, staff based in Alaska or a steady course of business here is on the other side of the line. Between the two, ask an Alaska attorney. Mainstay prepares filings and acts as an agent, so it cannot answer that question for you.

The Corporations Section in Juneau, part of the state's business licensing division, issues the certificate. Form 08-414 is titled Certificate of Authority, Foreign Business Corporation. The state's price is $350. The form itself splits that into a $150 filing fee and $200 of tax, which is the biennial corporation tax a foreign corporation owes. The Division's fee list shows no expedite charge.

Filing can happen online through the Division's website or by mail to the Corporations Section, PO Box 110806, Juneau. The form says standard processing takes about 10 to 15 business days and recommends online filing for immediate processing.

What goes on the application

• Legal name containing corporation, company, incorporated or limited (or an abbreviation of one), plus an assumed name if Alaska will not allow the first
• A tick-box about good standing at home, covered below
• Home state, incorporation date and duration
• Purpose, with a six-digit NAICS industry code
• Registered agent, with street and mailing addresses in Alaska
• Principal office, wherever it is
• Alien affiliates, authorized shares, issued shares
• Every holder of 5% or more of the shares
• Officers and directors with mailing addresses

The president or a vice president signs alongside the secretary or an assistant secretary. If one person holds two of those offices, another person signs unless the same person holds all of them. Keep Social Security numbers and birth dates off the form, because it is a public record.

Alaska wants no good standing certificate and no existence certificate from the state that chartered you. The list of contents in AS 10.06.730 has no item for a home-state document. The signer does vouch for something, however: the tick in item 1 says the home state still lists the corporation as active and in good standing, and the instructions say Alaska will not issue the certificate otherwise.

So your homework is internal. Make sure your home-state annual report and fees are paid before anyone signs. Because no certificate is ordered, no age limit applies. The statement matters, because knowingly signing a false filing is a class A misdemeanor.

The name

AS 10.06.720 asks for a name that contains one of the corporate words listed above, is distinguishable on the state's records, and does not suggest a different purpose from your articles or the business of banking or insurance. If the home-state name will not pass, AS 10.06.723 has you pick an assumed name to use in Alaska.

The agent

Alaska wants an in-state registered office and registered agent at all times (AS 10.06.753). An individual living in Alaska can serve if the registered office doubles as the individual's business office, and so can a corporation, either Alaskan or authorized here, based at that same address. Form 08-414 adds that an LLC, LP or LLP cannot serve and that the corporation cannot be its own agent. It also wants both a physical and a mailing address inside Alaska.

No business-hours requirement is stated. Without an agent, the commissioner becomes the corporation's agent for service (AS 10.06.765), which is a poor way for lawsuit papers to find you. Swapping agents uses a $25 statement of change.

Biennial report and tax

Foreign corporations in Alaska report every second year, not annually. The biennial report and the $200 corporation tax must arrive ahead of January 2 of the filing year, and the first filing year follows the year of issue: a certificate issued in an even-numbered year puts you on even years, and an odd-numbered issue year puts you on odd years. Nothing is delinquent until February 1 passes. After that, expect $25 per year of delinquency on the tax (a partial year counts), and the report is penalized at 10% of the tax.

Changes, licensing and leaving

A change in officers or directors during the first year of a reporting period calls for a $25 notice of change. A new name or purpose needs an amended certificate, also $25. Alaska's separate business license is mentioned in the Division's forms as something an entity must hold before engaging in business.

Revocation grounds include a missing report, unpaid fees, no agent or an unreported change of agent, and the Division must first send a certified-mail notice to the registered office and wait at least 60 days. To leave, the corporation pays any biennial tax owed and files a $25 certificate of withdrawal.

The statutes leave little to guess about.

• Courts. AS 10.06.713 shuts the Alaska courthouse door to a suit the corporation wants to bring, until the certificate is in hand.
• Money. AS 10.06.710 makes it liable for all fees and corporation taxes that would have been charged had it applied, together with the penalties for not paying them.
• A yearly penalty. The same section adds up to $10,000 per calendar year, or portion of one, spent transacting business without the certificate. The attorney general brings that proceeding.

Contracts keep their validity under AS 10.06.715, and the corporation may still defend a suit.

Mainstay's foreign qualification service covers a corporation chartered elsewhere. From your answers it prepares Form 08-414 and sends it to the Division, where the state's price is $350. Year one of the Alaska registered agent is included, and renewal runs $149 per year. Mainstay's agent can serve in Alaska.

The home-state facts, such as incorporation date, officers and 5% shareholders, come from you. Alaska requests no home-state certificate, so none is ordered. The biennial report, the corporation tax, the business license and other tax accounts stay with you or your accountant. For the current checkout lines and total, see the Alaska foreign qualification page. The agent service itself is on the Alaska registered agent page.