Articles of Incorporation - Alaska

ARTICLES OF INCORPORATION

DOMESTIC BUSINESS CORPORATION

State filing form: Alaska Form 08-0400 (Rev. 05/07/2026)

Preparation note: Complete Articles 1-5 for every filing. Include Article 6 only for selected optional provisions. Transfer the completed information to the State's current online filing or Form 08-0400, or attach the optional provisions as a continuation beginning with Article 6. Do not file drafting notes or unselected options.

ARTICLE 1. LEGAL NAME

The legal name of the corporation is:

[CORPORATION LEGAL NAME]

The name must comply with AS 10.06.105, including its required corporate-name word or abbreviation and distinguishability requirements. Confirm availability with the Alaska Division of Corporations immediately before filing.

ARTICLE 2. PURPOSE AND ACTIVITY CODE

2.1 Purpose

The purpose of the Corporation is to transact any or all lawful business for which a corporation may be incorporated under AS 10.06.

Optional narrower or additional purpose: [DESCRIBE OR WRITE "NONE"]

2.2 NAICS Code

The six-digit NAICS code that most closely describes the Corporation's initial activities is:

[______] — [ACTIVITY DESCRIPTION]

AS 10.06.215 requires a separate statement of the activity-identification code with the Articles. Current Form 08-0400 collects that code in Article 2.

ARTICLE 3. REGISTERED AGENT INFORMATION

The Corporation shall continuously maintain an Alaska registered office and registered agent meeting AS 10.06.150.

Registered Agent Legal Name: [REGISTERED AGENT LEGAL NAME]

Agent Type:

• ☐ Individual Alaska resident whose business office is the registered office
• ☐ Domestic or foreign corporation authorized to transact business in Alaska whose business office is the registered office

Physical Address in Alaska: [STREET ADDRESS, CITY, ALASKA ZIP]

Mailing Address in Alaska: [P.O. BOX OR STREET ADDRESS, CITY, ALASKA ZIP]

Filing check: Current Form 08-0400 states that an LLC, LP, or LLP may not be listed as the registered agent and that the registered agent may not be located outside Alaska.

ARTICLE 4. ALIEN AFFILIATES

Select exactly one:

• ☐ The Corporation has no alien affiliates.
• ☐ The Corporation has the alien affiliates listed below or on an attached continuation sheet.

Alien affiliates, if any

Preparation note: AS 10.06.208(4) requires either the name and address of each alien affiliate or a statement that there are none. Determine affiliate status using the current definitions of "affiliate," "alien," and "control" in AS 10.06.990; obtain counsel review when ownership or control is indirect.

ARTICLE 5. AUTHORIZED SHARES

The Corporation is authorized to issue the shares stated below. At least one share must be authorized.

Authorized capital structure

If the Corporation will have more than one class, or a class with two or more series, attach the designations, authorized share counts, and rights, preferences, privileges, and restrictions required by AS 10.06.208(6). Counsel should draft and reconcile those terms with AS 10.06.305-.325 before filing.

ARTICLE 6. OPTIONAL PROVISIONS

Select and retain only provisions approved by Alaska corporate counsel. If none are selected, state on Form 08-0400 that there are no optional provisions or additional articles.

6.1 Initial Directors

• ☐ Include this provision. The initial directors are:

Initial directors under AS 10.06.210(3)

If no initial directors are named, the organizational meeting after issuance of the certificate of incorporation must elect directors as provided by AS 10.06.223.

6.2 Board Size or Classification

• ☐ Defer board size to the Bylaws. No board-size provision is included in these Articles.
• ☐ Fix board size in the Articles. The Board consists of [NUMBER] director(s). A later change requires an Articles amendment under AS 10.06.453(a).
• ☐ Classified Board. Counsel-approved language complying with AS 10.06.455 is attached. Classification requires at least three directors and must use two or three classes.

6.3 Removal of Statutory Preemptive Rights

• ☐ Include this provision: To the extent permitted by AS 10.06.210(1)(B), shareholders have no statutory preemptive right to subscribe to an issuance of shares or securities of the Corporation. This provision does not eliminate a right expressly granted in a separate written agreement.

6.4 Director-Liability Limitation

• ☐ Include this provision: To the fullest extent permitted by AS 10.06.210(1)(M), the personal liability of a director to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director is eliminated or limited. This provision does not eliminate or limit liability for a breach of the duty of loyalty; an act or omission not in good faith or involving intentional misconduct or a knowing violation of law; wilful or negligent conduct involved in paying dividends or repurchasing stock from other than lawfully available funds; a transaction from which the director derives an improper personal benefit; or an act or omission occurring before this provision becomes effective.

6.5 Indemnification, Advancement, and Insurance

• ☐ Include this provision: The Corporation shall provide the successful-defense indemnification required by AS 10.06.490(c). Any other indemnification shall be subject to the applicable standards, limits, and determination procedure in AS 10.06.490(a)-(d). Advancement shall require compliance with AS 10.06.490(e), including the required written affirmation, unlimited general repayment undertaking, and facts-based determination. Nonexclusive rights and insurance remain subject to AS 10.06.490(f) and (g).

6.6 Transfer Restrictions or Other Optional Terms

• ☐ Counsel-approved additional provision attached: [IDENTIFY ARTICLE AND SUBJECT]

AS 10.06.210 permits specified optional provisions, including reasonable share-transfer restrictions and other provisions not conflicting with the Alaska Corporations Code. Do not use a generic business-combination election, exclusive-forum clause, jury waiver, or transfer restriction without transaction-specific Alaska counsel review and supporting authority.

INCORPORATOR SIGNATURE

At least one incorporator must be a natural person who is at least eighteen years old and must sign the Articles under AS 10.06.205.

Printed Legal Name of Incorporator: [NAME]

Signature: ____________________________________

Date Signed: [DATE]

Additional Incorporator, if Any:

Printed Legal Name: [NAME]

Signature: ____________________________________

Date Signed: [DATE]

Accuracy warning: AS 10.06.825 makes an officer or director who signs a document filed with the commissioner, knowing it is false in a material respect, guilty of a class A misdemeanor. The current State form does not prescribe a notary acknowledgment or a blanket penalty-of-perjury declaration for the incorporator's signature.

FILING CHECKLIST

• ☐ Use the current Alaska online filing or Form 08-0400.
• ☐ Complete the legal name, purpose, six-digit NAICS code, registered-agent information, alien-affiliate disclosure, and authorized-share terms.
• ☐ Attach the complete rights and preferences for every multi-class or multi-series capital structure.
• ☐ Attach only the selected, counsel-approved optional provisions beginning with Article 6.
• ☐ Obtain the signature of at least one natural-person incorporator age eighteen or older.
• ☐ Include the current nonrefundable filing fee and the State's contact/payment materials when filing on paper.
• ☐ Do not act as an existing corporation before the certificate of incorporation issues; under AS 10.06.218, corporate existence begins upon issuance of that certificate.
• ☐ After incorporation, calendar the initial-report deadline stated in the current Form 08-0400 instructions and complete the organizational actions required for the selected governance structure.

OFFICIAL SOURCES VERIFIED

• Alaska Legislature, AS 10.06.105-.233: https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.100&secEnd=10.06.250
• Alaska Legislature, AS 10.06.300-.390: https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.300&secEnd=10.06.390
• Alaska Legislature, AS 10.06.450-.504: https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.450&secEnd=10.06.504
• Alaska Legislature, AS 10.06.805-.850: https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.800&secEnd=10.06.850
• Alaska Legislature, AS 10.06.990-.995: https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.980&secEnd=10.06.995
• Alaska Division of Corporations, Form 08-0400 (Rev. 05/07/2026): https://www.commerce.alaska.gov/web/Portals/5/pub/corp0400.pdf

This file retains its legacy path for URL stability. Its content is an Alaska-specific filing worksheet, not a Delaware charter.