Nonprofit Articles of Incorporation and Charitable Registration — Alaska

Nonprofit Articles of Incorporation and Charitable Registration (ALASKA)

Quick-Reference Summary

PART A — ARTICLES OF INCORPORATION

ARTICLE I — Name of the Corporation

The name of the corporation is:

[________________________________________]
(hereinafter, the "Corporation")

ARTICLE II — Duration

The period of duration of the Corporation is perpetual.

ARTICLE III — Registered Office and Registered Agent

Registered Office Street Address (must be an Alaska physical address):

[________________________________________]
[City], Alaska [ZIP]

Registered Agent (required under Alaska Stat. § 10.20.121; must be an Alaska resident or an entity authorized to do business in Alaska):

Name: [________________________________________]

ARTICLE IV — Purpose

The Corporation is organized exclusively for charitable, educational, religious, scientific, and/or literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and Alaska Stat. § 10.20.005, including but not limited to:

[________________________________________]
[________________________________________]
[________________________________________]

ARTICLE V — Powers

The Corporation shall have all powers granted to nonprofit corporations under Alaska Stat. § 10.20.011, including the power to receive contributions, hold property, and engage in any lawful activity that furthers the exempt purposes set forth in Article IV, subject to the limitations of Article VI.

ARTICLE VI — Limitations on Activities

6.1 Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members (if any), or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes.

6.2 Legislative and Political Activities. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation (except as permitted under IRC § 501(h) if a proper election is made), and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

6.3 General Limitation. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on: (a) by a corporation exempt from federal income tax under IRC § 501(c)(3); or (b) by a corporation, contributions to which are deductible under IRC §§ 170(c)(2), 2055(a)(2), or 2522(a)(2).

ARTICLE VII — Membership

☐ The Corporation shall have members (as defined in the bylaws and subject to Alaska Stat. ch. 10.20).

☐ The Corporation shall not have members. The rights, powers, and duties otherwise vested in members shall be exercised by the Board of Directors.

ARTICLE VIII — Board of Directors

8.1 Number of Initial Directors. The number of initial directors is [____] (minimum of 3 under Alaska Stat. § 10.20.081).

8.2 Names and Addresses of Initial Directors:

ARTICLE IX — Dissolution and Asset Distribution

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall distribute such assets to the federal government, or to a State or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Superior Court of the judicial district in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such exempt purposes.

ARTICLE X — Incorporator(s)

The name(s) and street address(es) of the incorporator(s) is/are:

ARTICLE XI — Indemnification

The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by Alaska Stat. § 10.20.151 and related provisions of the Alaska Nonprofit Corporation Act, as further provided in the bylaws.

Signature Block — Incorporators

PART B — FILING INSTRUCTIONS

Step 1: Confirm Name Availability

☐ Search the business name database at https://www.commerce.alaska.gov/cbp/main/search/entities
☐ Optionally reserve the name with the Division of Corporations

Step 2: File Articles of Incorporation

☐ Complete Articles I–XI above (do NOT rely on the short-form fillable template, which lacks IRS-required language)
☐ File online via the Alaska Corporations portal or by mail to the Division of Corporations, Business and Professional Licensing, P.O. Box 110806, Juneau, AK 99811-0806
☐ Pay the filing fee (verify current amount with the Division)

Step 3: Post-Filing Compliance (Federal)

☐ Obtain Employer Identification Number (IRS Form SS-4) at https://www.irs.gov/ein
☐ Adopt bylaws and conflict-of-interest policy at organizational meeting
☐ File IRS Form 1023 or 1023-EZ for 501(c)(3) status

Step 4: Biennial Report

☐ File the Alaska biennial corporation report with the Division of Corporations to keep the entity in good standing
☐ Failure to file results in involuntary dissolution

PART C — CHARITABLE SOLICITATION REGISTRATION

Alaska requires charitable organizations (and paid solicitors) to register with the Alaska Department of Law before soliciting contributions in Alaska (Alaska Stat. § 45.68.010). Registration must be renewed each year by September 1.

Registration — Required Information

Officers and Directors:

Required Attachments

☐ Completed Charitable Organization Registration form (Alaska Department of Law)
☐ IRS Determination Letter (or Form 1023 acknowledgment if pending)
☐ Most recent IRS Form 990, 990-EZ, or 990-PF (if applicable)
☐ Registration fee (verify current amount with the Department of Law)

Annual Renewal

☐ Renew registration by September 1 each year (Alaska Stat. ch. 45.68)
☐ Update officer/director list and financial information

Exemptions from Alaska Charitable Registration

Under Alaska Stat. § 45.68.120, an organization is exempt from registration if it:

☐ Has no paid employees or board members AND does not intend to raise or receive contributions (excluding government grants) exceeding $5,000 annually, OR

☐ Does not intend to receive contributions from more than 10 persons annually

Note: Failure to register before soliciting for compensation is a class A misdemeanor and may give rise to civil penalties under the Alaska Consumer Protection Act (Alaska Stat. ch. 45.50).

PART D — PRE-FILING CHECKLIST

Articles of Incorporation Readiness

☐ Corporate name verified available on the Division of Corporations database
☐ Articles I–XI completed with no blank required fields
☐ Purpose clause (Article IV) limited to IRC § 501(c)(3) exempt categories
☐ Dissolution clause (Article IX) preserved verbatim (IRS-required language)
☐ Private inurement and political activity prohibitions (Article VI) preserved verbatim
☐ Registered office Alaska physical address confirmed
☐ Registered agent qualifies (Alaska resident or authorized entity)
☐ At least 3 initial directors named (Alaska Stat. § 10.20.081)
☐ Membership election made in Article VII
☐ Incorporator(s) named and signing

Federal Tax-Exempt Status Readiness

☐ FEIN obtained from IRS (Form SS-4)
☐ IRS Form 1023 or 1023-EZ prepared
☐ Narrative of activities and budget projection prepared

Charitable Solicitation Registration Readiness

☐ Determined whether registration is required or exemption under § 45.68.120 applies
☐ Charitable Organization Registration form completed
☐ IRS Determination Letter (or pending acknowledgment) attached
☐ Calendar tickler set for September 1 annual renewal

Post-Filing Compliance Calendar

☐ Biennial corporation report (Division of Corporations)
☐ Annual charitable registration renewal (Department of Law — September 1)
☐ Annual IRS Form 990/990-EZ/990-N

Sources and References

• Alaska Nonprofit Corporation Act, Alaska Stat. ch. 10.20: https://www.akleg.gov/basis/statutes.asp#10.20
• Alaska Charitable Solicitations, Alaska Stat. ch. 45.68: https://www.akleg.gov/basis/statutes.asp#45.68
• Alaska Department of Commerce — Division of Corporations, Business and Professional Licensing: https://www.commerce.alaska.gov/web/cbpl/corporations.aspx
• Nonprofit and Religious FAQs (Division of Corporations): https://www.commerce.alaska.gov/web/cbpl/corporations/nonprofitandreligiousfaqs.aspx
• Alaska Department of Law — Charity & Paid Solicitor Registration: https://www.law.alaska.gov/consumer/charityreg.html
• IRS — How to Apply for 501(c)(3) Status: https://www.irs.gov/charities-non-profits/how-to-apply-for-501c3-status
• IRS Publication 557: https://www.irs.gov/pub/irs-pdf/p557.pdf