Foreign Qualification Application

APPLICATION FOR CERTIFICATE OF AUTHORITY

To Transact Business in the State of Alaska

(Alaska Foreign Qualification Application – For‐Profit Corporation)

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. Operative Provisions
    3.1 Qualification Requirements
    3.2 Ongoing Obligations
    3.3 Withdrawal Procedures

4. Representations & Warranties

5. Covenants & Restrictions
6. Default & Remedies
7. Dispute Resolution & Governing Law
8. General Provisions
9. Execution Block

1. DOCUMENT HEADER

APPLICATION FOR CERTIFICATE OF AUTHORITY (this “Application”) is submitted to the State of Alaska, Department of Commerce, Community, and Economic Development, Division of Corporations, Business and Professional Licensing (“Division”) by [LEGAL_ENTITY_NAME], a corporation organized under the laws of [DOMESTIC_STATE_OR_COUNTRY] (the “Corporation”).

This Application is effective on the date accepted and filed by the Division (the “Effective Date”).

2. DEFINITIONS

For purposes of this Application:

“Alaska Corporations Act” means Alaska Statutes Title 10, Chapter 06, as amended from time to time.

“Certificate of Authority” means the certificate issued by the Division evidencing the Corporation’s authority to transact business in Alaska.

“Division” has the meaning set forth in Section 1.

“Foreign Corporation” means a corporation formed under laws other than the State of Alaska.

“Registered Agent” means the person or entity appointed under Section 3.1(d) authorized to receive service of process on behalf of the Corporation in Alaska.

3. OPERATIVE PROVISIONS

3.1 Qualification Requirements

(a) Legal Name and Good Standing. Exact legal name: [LEGAL_ENTITY_NAME]. Confirm that the corporation is active and in good standing in its jurisdiction of domicile. If the legal name is unavailable or impermissible in Alaska, proposed assumed name: [ASSUMED_NAME].

(b) Domicile, Formation Date, and Duration.

State or country of domicile: [DOMESTIC_STATE_OR_COUNTRY]

Date of incorporation: [__/__/____]

Duration: ☐ Perpetual ☐ Expires [__/__/____]

(c) Purpose and NAICS Code.

Alaska business purpose: [________________________________]

Six-digit NAICS code: [______]

(d) Alaska Registered Agent and Office. The agent must be an Alaska-resident individual or a corporation registered and in good standing with the Division; an LLC, LP, or LLP may not serve in this role, and the foreign corporation may not serve as its own agent.

Agent name: [________________________________]

Alaska physical address: [________________________________]

Alaska mailing address: [________________________________]

(e) Principal Office in Domicile.

Physical address: [________________________________]

Mailing address: [________________________________]

(f) Alien Affiliates. ☐ None ☐ Listed on attached continuation sheet with each affiliate's name, address, ownership percentage, and relationship description.

(g) Authorized and Issued Shares. Complete by class and series; zero authorized shares is not accepted.

(h) Five-Percent Shareholders. List each person owning at least five percent of all shares or of any class.

(i) Officers and Directors. Attach a continuation sheet if needed.

3.2 Ongoing Obligations

(a) Initial and Biennial Reports. After receiving the Division's form, file the initial biennial report within six months after authorization. Thereafter, a corporation authorized in an even-numbered year reports in even-numbered years; one authorized in an odd-numbered year reports in odd-numbered years. The report and $200 foreign-corporation biennial tax are due before January 2 of the filing year and become delinquent if not filed and paid before February 1; the statutory delinquency penalty is $25 for each year or part of a year.

(b) Registered Agent Maintenance. Continuously maintain an Alaska registered office and eligible registered agent with identical business-office and registered-office addresses, and file the prescribed statement to change either item.

(c) Taxes and Fees. Pay filing fees, biennial corporation tax, penalties, and other liabilities legally imposed on the Corporation.

(d) Amended Authority. Use Form 08-415 for a change to the Corporation's legal or Alaska assumed name, purpose or NAICS code, or authorized or issued share information. Attach the home-jurisdiction certificate or certified amendment required by the form for the particular change.

(e) Organic Changes and Report Updates. If the Corporation survives a merger, consolidation, exchange, or reorganization, file an authenticated copy of the organic-change document within 30 days. File officer, director, five-percent-shareholder, and alien-affiliate changes on the schedule in Alaska Stat. § 10.06.813.

3.3 Withdrawal Procedures

(a) Certificate of Withdrawal. After ceasing Alaska business, apply for a certificate of withdrawal on the Division's prescribed form and pay all biennial corporation taxes and penalties due.

(b) Required Statements. State that the Corporation is no longer transacting business in Alaska, surrenders its authority, revokes the registered agent's authority, consents to service on the commissioner for Alaska causes of action arising during authorization, and provides a mailing address for forwarded process. Complete the share, stated-capital, and unpaid-liability information required by Alaska Stat. § 10.06.780.

(c) Post-Withdrawal Service. The registered agent's authority is revoked by the withdrawal application; qualifying post-withdrawal process is served on the commissioner and forwarded to the address stated in the application.

4. REPRESENTATIONS & WARRANTIES

The undersigned, being duly authorized, represents and warrants on behalf of the Corporation that:

4.1 All statements contained in this Application and any attachments are true, complete, and correct as of the date signed.

4.2 The Corporation is active and in good standing under the laws of [DOMESTIC_STATE_OR_COUNTRY], as stated on Division Form 08-414.

4.3 The Corporation has provided the information required by the official form and has not knowingly omitted a material fact.

4.4 No information or document furnished to the Division in connection with this Application contains any untrue statement of a material fact or omits a material fact necessary to make the statements not misleading.

5. COVENANTS & RESTRICTIONS

5.1 Compliance. The Corporation shall comply at all times with the Alaska Corporations Act and all other applicable Alaska laws, regulations, and ordinances.

5.2 Public Filing. The Corporation understands that Form 08-414 becomes public information and shall not place Social Security numbers, driver's-license numbers, dates of birth, or other unnecessary confidential identifiers in the filing.

6. DEFAULT & REMEDIES

6.1 Statutory Revocation Grounds. Grounds include:
 (a) Failure to file Biennial Reports or pay required fees within the deadlines prescribed by law;
 (b) Failure to appoint or maintain an eligible registered agent or to file a required agent or office change;
 (c) Failure to file required merger material;
 (d) A material misrepresentation in a filed document; or
 (e) Participation in an illegal combination in restraint of trade.

6.2 Notice and Revocation. The commissioner may revoke the certificate of authority after giving at least 60 days' certified-mail notice to the Alaska registered office if the Corporation does not make the specified filing or payment or correct the misrepresentation before revocation. Upon issuance of the certificate of revocation, authority to transact business ceases.

6.3 Unqualified Business. A foreign corporation that transacts business without authority may owe the fees, corporation taxes, and penalties that would have applied, plus a penalty of up to $10,000 for each calendar year or part of a year. It may not maintain an Alaska court proceeding until authority is obtained, although its contracts remain valid and it may defend a proceeding.

7. DISPUTE RESOLUTION & GOVERNING LAW

7.1 Governing Procedure. This filing is governed by Alaska Stat. ch. 10.06 and the Division's prescribed forms and regulations.

7.2 No Forum-Selection Term. This government filing does not create a private forum-selection clause. Any administrative hearing, appeal, enforcement action, or civil proceeding follows the jurisdiction and venue rules applicable to that matter.

8. GENERAL PROVISIONS

8.1 Later Filings. Use the Division's prescribed filing for an amended certificate, registered-agent or office change, organic change, biennial report, or withdrawal. These filings have different statutory triggers and are not interchangeable.

8.2 Filing Method. Follow the current Division portal or paper-form instructions. Do not add a notarial acknowledgment or substitute signature block unless the current official filing method calls for it.

9. EXECUTION BLOCK

Division Form 08-414 requires the president or vice president and the secretary or assistant secretary to sign. If the same person holds two of those offices, two different people must sign unless that person holds all positions.

CONTINUATION SHEETS

☐ Alien affiliates

☐ Authorized or issued share classes and series

☐ Five-percent shareholders

☐ Officers and directors

FILING INSTRUCTIONS [Summary – not part of Application]

1. Transfer the completed information to current Division Form 08-414 or the corresponding online filing.
2. Confirm active good standing in the home jurisdiction; Form 08-414 does not instruct the applicant to attach a 60-day good-standing certificate.
3. Remit the current $350 filing fee ($150 filing fee plus $200 corporation tax).
4. For paper filing, include the official contact-information sheet and retain the instruction pages.
5. Calendar the initial report within six months and later reports in the odd/even cycle determined by the authorization year.

SOURCES AND REFERENCES

• Alaska Division Form 08-414 — Certificate of Authority, Foreign Business Corporation
• Alaska Division — Corporations Statutes and Regulations, revised June 26, 2026
• Alaska Division Form 08-415 — Amended Certificate of Authority