Articles of Incorporation - Alaska

ARTICLES OF INCORPORATION

OF [________________________________]

(An Alaska General Stock Corporation)

Filed with the Alaska Division of Corporations, Business and Professional Licensing, Department of Commerce, Community, and Economic Development

TABLE OF CONTENTS

1. Document Header and Recitals
2. Corporate Name
3. Corporate Purpose
4. Registered Agent and Registered Office
5. Principal Office
6. Duration
7. Authorized Capital Stock
8. Initial Directors
9. Limitation of Director Liability
10. Indemnification
11. Preemptive Rights
12. Corporate Powers
13. Amendment Provisions
14. Exclusive Forum
15. Incorporator Information
16. Execution Block
17. Filing Instructions
18. Sources and References

ARTICLE 1. DOCUMENT HEADER AND RECITALS

These Articles of Incorporation (the "Articles") are executed on [__/__/____] by the undersigned incorporator(s) (the "Incorporator(s)") for the purpose of forming a for-profit corporation under the Alaska Corporations Code, Title 10, Chapter 06, of the Alaska Statutes (the "Code").

The Incorporator(s) hereby adopt(s) the following Articles in compliance with AS 10.06.205:

ARTICLE 2. CORPORATE NAME

2.1 The name of the corporation is:

[________________________________]

(the "Corporation").

2.2 The corporate name contains the word [☐ "Corporation" / ☐ "Company" / ☐ "Incorporated" / ☐ "Limited"] or an abbreviation thereof [☐ "Corp." / ☐ "Co." / ☐ "Inc." / ☐ "Ltd."], as required by AS 10.06.105.

2.3 The corporate name is distinguishable from the name of any other entity on file with the Alaska Division of Corporations.

Practice Note: Before filing, verify name availability through the Alaska Division of Corporations business name search at https://www.prior.commerce.alaska.gov/cbp/main/Search/Entities. An applicant may reserve a corporate name for 120 days by filing a name reservation application under AS 10.06.105.

ARTICLE 3. CORPORATE PURPOSE

3.1 General Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Code, and to exercise all powers granted to corporations under AS 10.06.

3.2 Specific Purpose (Optional). [If applicable:] In addition to the general purposes stated above, the Corporation's primary business shall be:

[________________________________]
[________________________________]

The Corporation shall possess all powers necessary, incidental, or convenient to accomplish the foregoing purposes.

ARTICLE 4. REGISTERED AGENT AND REGISTERED OFFICE

4.1 The name of the Corporation's initial registered agent is:

[________________________________]

4.2 The Alaska street address of the initial registered office is:

[________________________________]
City: [________________________________], Alaska [____]

4.3 The mailing address of the initial registered office (if different from street address):

[________________________________]
City: [________________________________], Alaska [____]

4.4 The registered agent is (select one):

☐ An individual who is a resident of the State of Alaska
☐ A domestic entity authorized to serve as registered agent
☐ A foreign entity authorized to transact business in Alaska

Note: Under AS 10.06.150, the registered office must be at a physical street address in Alaska. P.O. Boxes are not permitted as a registered office. The registered agent's business office must be identical to the registered office address.

ARTICLE 5. PRINCIPAL OFFICE

The initial principal executive office of the Corporation shall be located at:

[________________________________]
City: [________________________________], State: [____] ZIP: [____]

The Board of Directors may change the location of the principal office at any time by resolution without amending these Articles.

ARTICLE 6. DURATION

The Corporation shall have (select one):

☐ Perpetual existence, unless dissolved in accordance with the Code.
☐ Limited duration, and shall continue in existence until [__/__/____] or until dissolved in accordance with the Code.

ARTICLE 7. AUTHORIZED CAPITAL STOCK

7.1 Total Authorized Shares

The Corporation is authorized to issue the following shares of capital stock:

7.2 Common Stock

(a) Voting Rights. Each share of Common Stock shall entitle the holder to one (1) vote on all matters submitted to a vote of shareholders.

(b) Dividend Rights. Holders of Common Stock shall be entitled to receive dividends when and as declared by the Board of Directors out of funds legally available therefor, subject to the rights of holders of Preferred Stock, if any.

(c) Liquidation Rights. In the event of the liquidation, dissolution, or winding up of the Corporation, holders of Common Stock shall be entitled to share ratably in the Corporation's net assets remaining after payment of all debts and liabilities and after satisfaction of the liquidation preferences of any Preferred Stock.

7.3 Preferred Stock (Optional)

☐ Blank Check Preferred. The Board of Directors is authorized, within the limitations prescribed by the Code and these Articles, to provide for the issuance of Preferred Stock in one or more series, and to fix by resolution the designations, powers, preferences, rights, qualifications, limitations, and restrictions of each series, including:

(a) The number of shares constituting each series;
(b) The dividend rate and whether dividends shall be cumulative;
(c) The liquidation preference per share;
(d) Conversion rights, if any;
(e) Redemption rights and prices, if any;
(f) Voting rights, if any; and
(g) Sinking fund provisions, if any.

(AS 10.06.310)

7.4 Assessments

☐ The shares of the Corporation are subject to assessment as provided by the Code.
☐ The shares of the Corporation are not subject to assessment.

(AS 10.06.205)

ARTICLE 8. INITIAL DIRECTORS

8.1 The number of initial directors of the Corporation is [____].

8.2 The names and addresses of the initial directors are:

8.3 The initial directors shall serve until the first annual meeting of shareholders and until their successors are elected and qualified.

Note: Under AS 10.06.453, a corporation must have at least one director. Directors need not be residents of Alaska or shareholders of the Corporation unless required by the Articles or Bylaws.

ARTICLE 9. LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the Code (AS 10.06), no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability arising from:

(a) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(b) Liability for unlawful distributions under the Code; or

(c) Any transaction from which a director derives an improper personal benefit.

No amendment to or repeal of this Article 9 shall adversely affect any right or protection of a director of the Corporation existing at or prior to the time of such amendment or repeal.

ARTICLE 10. INDEMNIFICATION

10.1 The Corporation shall indemnify, and may advance expenses to, its directors and officers to the fullest extent permitted by the Code (AS 10.06.490), subject to the procedures and limitations set forth in the Code and the Bylaws.

10.2 The Board of Directors may adopt Bylaw provisions, enter into agreements, or take other actions expanding or clarifying the scope of indemnification, provided they do not reduce the protections afforded by this Article.

10.3 The Corporation may purchase and maintain insurance on behalf of any person entitled to indemnification under this Article, whether or not the Corporation would have the power to indemnify such person against such liability under the Code.

10.4 The rights to indemnification and advancement of expenses provided in this Article shall not be exclusive of any other right to which any person may be entitled under any statute, agreement, vote of shareholders or disinterested directors, or otherwise.

ARTICLE 11. PREEMPTIVE RIGHTS

Shareholders of the Corporation (select one):

☐ Shall have preemptive rights to subscribe for or purchase their proportionate share of new issuances of shares, as provided by the Code.

☐ Shall not have preemptive rights. No shareholder shall have any preemptive right to subscribe for or purchase shares of any class that may at any time be issued, sold, or offered for sale by the Corporation.

ARTICLE 12. CORPORATE POWERS

12.1 The Corporation shall have all powers granted to corporations under the Code, including the power to:

(a) Sue and be sued;
(b) Purchase, lease, and sell real and personal property;
(c) Enter into contracts and agreements;
(d) Borrow money and issue notes, bonds, and other obligations;
(e) Lend money and guarantee obligations of others;
(f) Make charitable donations;
(g) Conduct business within and outside of Alaska; and
(h) Do all other acts necessary or incidental to the foregoing.

12.2 Optional Powers and Restrictions:

☐ The Corporation may elect S corporation status under Section 1362 of the Internal Revenue Code.
☐ The Corporation may serve as general partner of a limited partnership.
☐ The Corporation may serve as managing member of a limited liability company.
☐ [Other: ________________________________]

ARTICLE 13. AMENDMENT PROVISIONS

13.1 These Articles may be amended in the manner prescribed by the Code.

13.2 Supermajority Voting Requirement (Optional):

☐ The following articles may be amended only by the affirmative vote of at least [____] percent ([____]%) of the outstanding shares entitled to vote:

[________________________________]

ARTICLE 14. EXCLUSIVE FORUM

14.1 Unless the Corporation consents in writing to the selection of an alternative forum, the Superior Court of the State of Alaska (or, if such court lacks subject-matter jurisdiction, the United States District Court for the District of Alaska) shall be the sole and exclusive forum for:

(a) Any derivative action or proceeding brought on behalf of the Corporation;
(b) Any action asserting a claim of breach of fiduciary duty owed by any director, officer, or shareholder;
(c) Any action asserting a claim arising pursuant to the Code, these Articles, or the Bylaws; and
(d) Any action asserting a claim governed by the internal-affairs doctrine.

14.2 Any person purchasing or otherwise acquiring any interest in shares of the Corporation shall be deemed to have notice of and consented to this Article 14.

ARTICLE 15. INCORPORATOR INFORMATION

The name and address of each incorporator is:

Each incorporator is a natural person at least eighteen (18) years of age, as required by the Code.

ARTICLE 16. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Incorporator(s) execute(s) these Articles of Incorporation under penalty of perjury under the laws of the State of Alaska on the date set forth below.

Incorporator 1:

___________________________________
Name: [________________________________]
Address: [________________________________]
Date: [__/__/____]

Incorporator 2 (if applicable):

___________________________________
Name: [________________________________]
Address: [________________________________]
Date: [__/__/____]

Note: Notarization is not required for filing Articles of Incorporation with the Alaska Division of Corporations. However, some practitioners include notarization for evidentiary purposes.

17. FILING INSTRUCTIONS

Filing Methods

Filing Fees

Required Filings

☐ Original Articles of Incorporation, signed by all incorporator(s)
☐ One exact copy of the Articles
☐ Filing fee of $250 (check payable to "State of Alaska")
☐ Initial biennial report (due within six months of filing)

Post-Filing Checklist

☐ Receive and file stamped Articles from Division of Corporations
☐ Hold organizational meeting per AS 10.06.210 to adopt Bylaws, elect directors and officers
☐ Obtain Federal Employer Identification Number (EIN) from IRS
☐ File for Alaska business license
☐ Open corporate bank account
☐ Issue stock certificates or record uncertificated shares
☐ Adopt corporate Bylaws
☐ File initial biennial report with Division of Corporations
☐ Consider S corporation election (IRS Form 2553) if applicable
☐ Register for Alaska state taxes as applicable

Publication Requirement

Alaska does not require publication of Articles of Incorporation.

18. SOURCES AND REFERENCES

• AS 10.06.205 – Articles of Incorporation; Required and Optional Provisions
• AS 10.06.208 – Filing of Articles of Incorporation
• AS 10.06.210 – Organizational Meeting
• AS 10.06.105 – Corporate Name Requirements
• AS 10.06.150 – Registered Office and Registered Agent: https://law.justia.com/codes/alaska/title-10/chapter-06/article-2/section-10-06-150/
• AS 10.06.230 – Bylaws: https://law.justia.com/codes/alaska/title-10/chapter-06/article-3/section-10-06-230/
• AS 10.06.305 – Authorized Shares
• AS 10.06.310 – Classes of Shares
• AS 10.06.490 – Indemnification of Directors and Officers
• Alaska Division of Corporations – Forms and Fees: https://www.commerce.alaska.gov/web/cbpl/Corporations/CorpFormsFees.aspx
• Articles of Incorporation Form 08-400: https://www.commerce.alaska.gov/web/Portals/5/pub/08-400.pdf

This template is provided for informational and educational purposes only. It does not constitute legal advice. Articles of Incorporation must be tailored to each corporation's specific capital structure, governance needs, and any shareholder or investor agreements. All statutory citations should be verified against current Alaska Statutes. The Alaska Division of Corporations may update forms, fees, and procedures at any time. Consult a licensed Alaska attorney before filing.