Alaska Corporation Voluntary Dissolution and Closure Packet
ALASKA CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET
Important Use Gate
Use only for a solvent domestic business corporation pursuing voluntary dissolution. Do not use for a nonprofit, professional, public-benefit, regulated, foreign, insolvent, bankrupt, judicially dissolved, administratively dissolved, merged, converted, or control-disputed entity without a separate current-law workflow.
Do not file this packet. Download the current state filing and instructions immediately before submission. A saved fee, form number, signature method, or portal route is not authoritative.
1. Corporation and Route Profile
| Item | Verified information |
|---|---|
| Exact legal name | [________________________________] |
| State file or entity number | [________________________________] |
| Incorporation date | [________________________________] |
| Shares ever issued? | [YES / NO / UNCERTAIN] |
| Outstanding classes and series | [________________________________] |
| Voting groups | [________________________________] |
| Directors and officers | [________________________________] |
| Solvency analysis | [________________________________] |
| Known, disputed, contingent, and unmatured claims | [________________________________] |
| Foreign qualifications | [________________________________] |
| Target approval date | [________________________________] |
| Target filing date | [________________________________] |
Attach the articles and amendments, bylaws, stock ledger, voting agreements, shareholder agreements, board and shareholder records, current state entity record, financial statements, tax records, contracts, claims, liens, and insurance information.
2. Alaska Approval Gate
For a shareholder-meeting route, give the required purpose notice and document affirmative votes of at least two-thirds of all shares entitled to vote plus two-thirds of each class entitled to vote separately. A written-consent route under AS 10.06.423 requires identical written consents signed by holders of all outstanding shares entitled to vote, unless the articles or bylaws prohibit action by consent. A board-only election under AS 10.06.605(b) is available only if the corporation was adjudicated bankrupt, disposed of all assets and conducted no business during the preceding five years, or issued no shares. This packet's solvent-corporation use gate excludes the bankruptcy route.
Core approval source verified for this packet: Alaska Stat. § 10.06.605 (voluntary dissolution authorization).
| Approval issue | Current authority | Facts / calculation | Counsel conclusion |
|---|---|---|---|
| Board-only statutory category, if used | AS 10.06.605(b) | [ALL ASSETS DISPOSED OF AND FIVE YEARS NO BUSINESS / NO SHARES ISSUED]; supporting record: [________] | [________] |
| Board action and recommendation | [________] | [________] | [________] |
| Conflict or no-recommendation route | [________] | [________] | [________] |
| Shareholder notice recipients and content | [________] | [________] | [________] |
| Quorum | [________] | [________] | [________] |
| General voting threshold | [________] | [________] | [________] |
| Separate class or voting-group approval | [________] | [________] | [________] |
| Written-consent route | AS 10.06.423(a) | Identical consents of all outstanding voting shares; articles/bylaws permit? [________] | [________] |
| Articles, bylaws, or agreement variation | [________] | [________] | [________] |
| Appraisal or dissent rights | [________] | [________] | [________] |
Do not authorize dissolution until every applicable constituency, notice, quorum, vote, consent, and appraisal-right issue is documented from current authority.
3. Internal Approval Record
Board Action — Select One Route
The board reviewed the corporation's governing documents, capitalization, financial condition, claims, contracts, taxes, employees, property, insurance, permits, data, and closure plan.
Shareholder vote or unanimous written-consent route: RESOLVED, that the board recommends voluntary dissolution for shareholder consideration under AS 10.06.605(a), subject to the applicable meeting vote or written-consent requirements. This recommendation does not elect dissolution.
Board-only route, only if the selected AS 10.06.605(b) condition is documented: RESOLVED, that the corporation elects to wind up and dissolve by approval of the board under AS 10.06.605(b) because [STATE THE APPLICABLE ASSET-DISPOSITION/INACTIVITY OR NO-SHARES CONDITION AND ATTACH SUPPORTING RECORD]. Do not use this resolution for a shareholder-approval route.
RESOLVED, that [NAME / TITLE] is authorized to coordinate winding up and prepare current state filings, but may submit a filing only after counsel confirms all statutory and form prerequisites;
RESOLVED, that no shareholder distribution may be made until liabilities and legally sufficient reserves have been reviewed and approved.
| Director | Vote | Date | Record location |
|---|---|---|---|
| [________] | [FOR / AGAINST / ABSTAIN] | [________] | [________] |
Shareholder Approval Record
| Shareholder / voting group | Votes entitled | Required approval | Votes for / against / abstain | Approved |
|---|---|---|---|---|
| [________] | [________] | [________] | [________] | [YES / NO] |
Attach the applicable meeting notice, delivery proof, proposal, board recommendation, voting ledger, proxies, ballots, minutes, or identical written consents signed by every holder of outstanding shares entitled to vote. For a board-only election, attach the board vote and evidence of the selected statutory condition. Keep only the route used in the executed record.
4. Filing and Effectiveness Control
| Filing control | Verified current answer | Official source | Checked on |
|---|---|---|---|
| Correct dissolution document | [________] | [________] | [________] |
| Current form or online workflow | [________] | [________] | [________] |
| Required statements and attachments | [________] | [________] | [________] |
| Authorized signer and signature method | [________] | [________] | [________] |
| Fee and payment method | [________] | [________] | [________] |
| Filing delivery method | [________] | [________] | [________] |
| Effective-on-filing, delayed-date, or event options | [________] | [________] | [________] |
| State status prerequisites | [________] | [________] | [________] |
| Revocation or abandonment window | [________] | [________] | [________] |
| Acceptance evidence retained | [________] | [________] | [________] |
After the election, AS 10.06.608 requires an immediate certificate evidencing the election. Verify the certificate contents for the selected election route under AS 10.06.608(b), the current filing instructions, and later winding-up steps. Do not treat internal approval, state acceptance, tax closure, and completion of winding up as interchangeable events.
5. Winding-Up Workplan
| Workstream | Responsible person | Status | Evidence / reserve |
|---|---|---|---|
| Stop new ordinary business except reviewed wind-up activity | [________] | [________] | [________] |
| Collect receivables, deposits, refunds, and other property | [________] | [________] | [________] |
| Resolve contracts, leases, licenses, permits, and guarantees | [________] | [________] | [________] |
| Address employees, payroll, benefits, and records | [________] | [________] | [________] |
| Address federal, state, local, and foreign taxes | [________] | [________] | [________] |
| Preserve records, data, insurance, and litigation holds | [________] | [________] | [________] |
| Resolve or reserve for all liabilities and claims | [________] | [________] | [________] |
| Complete lawful shareholder distributions | [________] | [________] | [________] |
| Withdraw foreign qualifications and assumed names | [________] | [________] | [________] |
| Close bank, merchant, digital, and vendor accounts | [________] | [________] | [________] |
6. Claims and Distribution Control
Do not improvise a claim-bar notice, publication period, rejection deadline, or distribution priority. Use a statutory claims procedure only after counsel verifies every current content, recipient, delivery, publication, response, security, and limitations requirement.
| Claimant or obligation | Basis | Amount/status | Notice route | Payment, resolution, or reserve |
|---|---|---|---|---|
| [________] | [________] | [________] | [________] | [________] |
| Asset or cash | Gross value | Lien / cost | Reserve | Net distribution | Recipient and basis |
|---|---|---|---|---|---|
| [________] | [________] | [________] | [________] | [________] | [________] |
7. Tax, Agency, and Foreign-Qualification Register
A state dissolution filing does not by itself close federal, tax, payroll, unemployment, sales-tax, licensing, permit, benefit-plan, unclaimed-property, or foreign-registration accounts.
| Agency / jurisdiction | Account or filing | Current closure instruction | Due date | Completed / proof |
|---|---|---|---|---|
| IRS | [________] | [________] | [________] | [________] |
| Alaska tax agency | [________] | [________] | [________] | [________] |
| Labor / unemployment agency | [________] | [________] | [________] | [________] |
| Local agency | [________] | [________] | [________] | [________] |
| Foreign jurisdiction | [________] | [________] | [________] | [________] |
8. Completion and Records Certificate
The responsible persons report that approval and filing records are complete; assets, liabilities, claims, taxes, employees, contracts, permits, insurance, data, and foreign registrations were addressed or assigned; reserves and distributions were approved; and the final state status was confirmed.
| Completion item | Reviewer | Date | Evidence |
|---|---|---|---|
| Approval and voting record | [________] | [________] | [________] |
| State filing accepted | [________] | [________] | [________] |
| Claims and reserves complete | [________] | [________] | [________] |
| Taxes and agency accounts complete | [________] | [________] | [________] |
| Distributions complete | [________] | [________] | [________] |
| Records custodian and retention plan | [________] | [________] | [________] |
Final counsel authorization: [FILE / HOLD / FURTHER REVIEW]
About this template
- Last updated
- November 2, 2026
- Jurisdiction
- Alaska
- Category
- Corporate & Business
Legal authority
- Alaska Stat. § 10.06.605 (voluntary dissolution authorization)
- Alaska Stat. § 10.06.423(a) (unanimous written consent)
- Alaska Stat. § 10.06.608(a) (certificate after election)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
The statutes this template relies on are listed under Legal authority.
Alaska Stat. § 10.06.605 (voluntary dissolution authorization) (checked November 2, 2026): "A corporation may elect voluntarily to wind up and dissolve by (1) the vote of shareholders taken at a special or annual meeting with notice under AS 10.06.410 to each shareholder entitled to vote at the meeting and stating that the purpose, or one of the purposes, of the meeting is to consider approval of voluntary dissolution of the corporation; at the meeting the election to voluntarily dissolve is adopted upon receiving the affirmative votes of two-thirds or more of the shares of the corporation entitled to vote, unless any class of shares is entitled to vote as a class, in which case the election is adopted upon receiving the affirmative vote of two-thirds or more of the shares of each class entitled to vote as a class and of two-thirds or more of the shares entitled to vote; or (2) written consent of the shares taken without a meeting under AS 10.06.423."
Alaska Stat. § 10.06.605(b) (checked November 2, 2026): "(b) A corporation may elect by approval of the board to wind up and dissolve if the corporation has (1) been adjudicated bankrupt; (2) disposed of all of its assets and has not conducted any business for a period of five years immediately preceding the adoption of the resolution to dissolve the corporation; or (3) issued no shares."
Alaska Stat. § 10.06.423(a) (checked November 2, 2026): "(a) Unless prohibited by the articles or the bylaws, whenever under this chapter shareholders are required or permitted to take action by vote, the action may be taken without a meeting by written consents, identical in content, setting out the action taken, signed by the holders of all outstanding shares entitled to vote on the action."
Alaska Stat. § 10.06.608(a) (checked November 2, 2026): "(a) A corporation that has elected to wind up and dissolve shall immediately file a certificate evidencing the election as provided in this section."
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