Alaska Foreign LLC Registration (Form 08-0497)

Alaska's statute on foreign LLCs, AS 10.50.700, allows a civil penalty of up to $10,000 for each calendar year in which a company conducted affairs without registering, and a partial year counts as a full one. The attorney general collects it in superior court. That ceiling is high enough that the question of whether you are conducting affairs in Alaska is worth settling before you spend anything else.

The rest of the consequences are milder. Until you register, the company cannot maintain a lawsuit in an Alaska court (AS 10.50.675). Contracts remain valid, the other side keeps its rights, and you can still defend a suit. The state can also collect the fees it would have charged had you registered on time, or the penalties the chapter sets, for every full or partial year you were unregistered (AS 10.50.690). A court can enjoin the company from conducting affairs until penalties, interest and costs are paid (AS 10.50.710). Your members and managers are not personally liable solely because the company failed to register (AS 10.50.715).

The statute says a foreign LLC must register "before conducting affairs in this state" (AS 10.50.605) but does not define that phrase. What it does is list what the phrase does not cover, in AS 10.50.720: maintaining, defending or settling a lawsuit or claim; holding member or manager meetings; keeping bank accounts; selling through independent contractors; taking orders that must be accepted outside Alaska; creating or acquiring debt, mortgages and security interests; securing or collecting debts; a single transaction wrapped up inside 30 days and unconnected to a pattern of similar ones; and interstate commerce.

That is a useful list for a company with a light connection to Alaska, such as a distant seller with an independent rep. It is less useful for one with an office, staff or regular work here. Alaska states no rule of thumb beyond the list, so a gray-area case, such as online sales into the state, is worth an Alaska attorney's opinion.

Registering does not change which law governs the company. Under AS 10.50.600, the law of the home state continues to govern its organization and internal affairs.

The filing is Form 08-0497, the Certificate of Registration, Foreign Limited Liability Company. It goes to the Corporations Section of the Division of Corporations, Business and Professional Licensing in the Department of Commerce, Community, and Economic Development. You can file it online through the Division's corporations website or mail it to PO Box 110806, Juneau, AK 99811. The form says not to email it.

The state fee is $350, nonrefundable, and it matches what our checkout charges, $350. On timing, the Division says mailed filings can take up to three weeks and may run later between October and February because of renewals. Its fee page says to file online for immediate processing. Neither is a promise from us.

The application asks for the LLC's legal name and any different name it will use in Alaska, the home state and date of organization, the company's purpose with an optional NAICS industry code, the registered agent, the entity's addresses, and the names and addresses of its managers and members. It also asks for each person who owns at least a 5% interest and the percentage held (AS 10.50.615). Our total today is $549, which is $199 for the work plus the state fee.

Alaska also expects a state business license before you begin doing business. The form's instructions say so, and AS 43.70 governs it. That is a separate application with the Business Licensing Section.

This is a state that wants proof from home. AS 10.50.615(b) calls for proof from the jurisdiction of organization that the company was organized there, and Part IV of the form says a certificate of good standing (or equivalent) is attached. Alaska states no age limit. Order the certificate from your home state's filing office, usually the Secretary of State, and keep it on hand for the filing.

The name has to meet the chapter's naming rules: an LLC designator and a name distinguishable from names already on file (AS 10.50.620). When the legal name is unavailable in Alaska, or lacks the designator, the form requires an assumed name that is available. That assumed name goes in Part III, so check availability before you file.

AS 10.50.635 requires a foreign LLC to have and continuously maintain a registered office and a registered agent in Alaska. Three kinds of agent qualify: a resident individual whose business office is the registered office, an Alaska corporation, or a foreign corporation authorized to do business here with a business office identical to the registered office.

The form tightens that: the agent may be a corporation (explicitly excluding LLCs, LPs and LLPs) or an individual with a physical location in Alaska, and both a physical and a mailing address in Alaska are mandatory. An agent who sits out of state does not qualify. The practical result is that an LLC, even one that offers agent services, is not a permitted Alaska agent under the form's wording. The application also contemplates the department acting as agent when none is kept, which is not a position you want to be in when papers need to reach you.

Alaska has no yearly report for foreign LLCs. It uses a biennial one. A foreign LLC that registers in an even-numbered year files in every even-numbered year, and one that registers in an odd-numbered year files in odd ones (AS 10.50.750 to .760). The report is due before January 2 of the filing year and is delinquent if not filed before February 1. The fee is $200 for a foreign LLC filing online. It lists the registered office and agent, the principal office, the managers or members, and the 5% owners.

A late report, unpaid fees or penalties, a missing agent, an unfiled change or a misrepresentation can lead to revocation, but only after at least 60 days' notice by certified mail (AS 10.50.650). Keep the agent and addresses current to avoid giving the Division a reason to write.

If you stop operating in Alaska, you apply for cancellation of the registration. The Certificate of Cancellation (08-502) is $25.00 on the Division's fee list. Other state and local tax registrations may apply depending on what the company does.

Fill in the checkout questions and we prepare Form 08-0497, then send it to the Division. Your Alaska registered agent is free for the first year and then $149 a year. Service of process on your company is scanned and uploaded to you on the day it is received, with no fee for that.

Today's price is for the registration and that first agent year. The biennial report, the Alaska business license and any tax filing are not in it. We are a filing service rather than a law firm, so the conducting-affairs question is for an attorney.

Corporations use the same checkout. The state fee and total match the LLC's, so a corporation also pays $549 today.