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. § 10.50.600.

☐ 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. § 10.50.135 (must contain "limited liability company," "L.L.C.," or "LLC").

☐ Appoint an Alaska registered agent who is an Alaska resident (18 or older) or an authorized entity with a physical Alaska street address (Alaska Stat. § 10.50.075).

☐ 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. § 10.50.135)

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. § 10.50.075).
☐ 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. § 10.50.625)

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 for fees, penalties, and back taxes it would have paid had it registered when first required.

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