Alaska Foreign LLC Certificate of Registration Filing Package

ALASKA FOREIGN LLC CERTIFICATE OF REGISTRATION FILING PACKAGE

PART 1 - OVERVIEW AND FILING SUMMARY

PART 2 - PRE-FILING CHECKLIST

☐ Confirm the LLC is "transacting business in Alaska" and that registration is required under Alaska Stat. § 10.50.605.

☐ Obtain a Certificate of Existence / Good Standing from the jurisdiction of formation (recent original or certified copy).

☐ Search the Alaska entity name database to confirm the name is distinguishable.

☐ Confirm the name complies with Alaska Stat. § 10.50.620 (foreign LLC name; incorporates the AS 10.50.020 requirement that the name contain "limited liability company," "L.L.C.," or "LLC").

☐ Appoint an Alaska registered agent who is an Alaska resident or an authorized domestic or foreign corporation with a physical Alaska street address (Alaska Stat. § 10.50.635).

☐ Identify the NAICS code for the Alaska business license.

☐ Confirm federal EIN.

☐ Prepare the $350 registration fee.

☐ Obtain the Alaska business license ($50/year) before commencing business (Alaska Stat. § 43.70.020).

☐ Calendar the biennial report (due January 2 of the next filing year).

PART 3 - CERTIFICATE OF REGISTRATION OF FOREIGN LIMITED LIABILITY COMPANY (Template)

STATE OF ALASKA - DIVISION OF CORPORATIONS, BUSINESS AND PROFESSIONAL LICENSING
CERTIFICATE OF REGISTRATION - FOREIGN LIMITED LIABILITY COMPANY
Filed pursuant to Alaska Stat. § 10.50.605

1. Name of the Foreign Limited Liability Company (as recorded in the jurisdiction of formation):

[____________________________________________________________]

2. State or Country Under Whose Laws the LLC Is Organized:

[________________________________]

3. Date of Formation in Jurisdiction of Organization:

[__/__/____]

4. Period of Duration:

☐ Perpetual

☐ Until [__/__/____]

5. Principal Office Address (in jurisdiction of formation):

6. Mailing Address (if different):

[____________________________________________________________]

7. Alaska Registered Agent and Registered Office:

8. Purpose / NAICS Code:

9. Management Structure:

☐ Member-managed
☐ Manager-managed

10. Officials (managers and/or members with at least 5% interest):

11. Effective Date:

☐ Upon filing
☐ Delayed effective date: [__/__/____]

12. Attached Documents:

☐ Certificate of Existence / Good Standing from the home jurisdiction
☐ Alaska Business License application (or proof of license)

PART 4 - EXECUTION

The undersigned authorized person certifies, under penalty of perjury, that the statements contained herein are true and correct.

PART 5 - FEE SCHEDULE

PART 6 - NAME REQUIREMENTS (Alaska Stat. § 10.50.620; incorporates AS 10.50.020-.025)

Required identifier: Name must contain "limited liability company" or the abbreviation "L.L.C." or "LLC." "Limited" may be abbreviated "Ltd." and "company" as "Co."

Distinguishability: The name must be distinguishable from other entity names on the records of the Division.

Restricted words: Certain words (e.g., "city," "borough," "village") and professional designations may require approval.

PART 7 - POST-REGISTRATION COMPLIANCE

7.1 Biennial Report (Alaska Stat. § 10.50.750)

7.2 Alaska Business License

☐ Maintain a current Alaska business license ($50/year) for each line of business (Alaska Stat. § 43.70.020).

7.3 Registered Agent Maintenance

☐ Continuously maintain an Alaska registered agent and registered office (Alaska Stat. § 10.50.635).
☐ File a Statement of Change when the agent or office changes.

7.4 Amendment / Withdrawal Triggers

☐ File an Amended Registration when required information changes.
☐ File a Certificate of Withdrawal/Cancellation when the LLC ceases transacting business in Alaska.

PART 8 - PENALTIES FOR FAILURE TO REGISTER (Alaska Stat. §§ 10.50.675, 10.50.690)

A foreign LLC transacting business in Alaska without a certificate of registration:

• May not maintain an action, suit, or proceeding in an Alaska court until it registers.
• The failure to register does not impair the validity of contracts or acts and does not prevent the LLC from defending an action.
• Remains liable to the department for the fees that would have been imposed by AS 10.50, or the penalties imposed by that chapter, for the full or partial years it conducted affairs without registration (Alaska Stat. § 10.50.690). (The Division may also seek a civil penalty and injunctive relief under Alaska Stat. §§ 10.50.700, 10.50.710.)

PART 9 - SOURCES AND REFERENCES

• Alaska Division of Corporations, Business and Professional Licensing: https://www.commerce.alaska.gov/web/cbpl/Corporations.aspx
• Certificate of Registration Instructions (Form 08-497): https://www.commerce.alaska.gov/web/Portals/5/pub/08-497.pdf
• Alaska Stat. Chapter 10.50 (Revised LLC Act): https://www.akleg.gov/basis/statutes.asp#10.50
• Alaska Business License (Alaska Stat. § 43.70): https://www.commerce.alaska.gov/web/cbpl/BusinessLicensing.aspx
• Alaska Corporations Database: https://www.commerce.alaska.gov/cbp/main/search/entities