Professional Corporation / PLLC Formation Packet — Alaska

Professional Corporation / PLLC Formation Packet — Alaska

Quick-Reference Summary

Part 1 — Entity Choice in Alaska (PC Only)

FLAG — No PLLC in Alaska. Alaska does not authorize Professional Limited Liability Companies. There is no professional-LLC subchapter in the Alaska Revised LLC Act (AS 10.50), and the state does not recognize "P.L.L.C." as an entity type. A licensed professional who wants a dedicated professional entity in Alaska forms a Professional Corporation (PC) under AS 10.45. A general LLC may exist under AS 10.50, but it is not a "professional" entity and individual licensing boards may require the PC form; some practices use a Limited Liability Partnership (LLP) under AS 32.06. Confirm the acceptable structure with your licensing board before filing.

Part 2 — Pre-Filing Checklist

License Verification

☐ Every incorporator, director, and shareholder holds a current, active Alaska license to render the single profession named in the Articles
☐ License numbers recorded and verified with the profession's Alaska regulatory board
☐ No proposed owner serves as shareholder, director, or officer of another Alaska professional corporation (AS 10.45.060)

Regulatory-Board Certificate (Required)

☐ Obtained a certificate from the profession's regulatory board certifying that each incorporator, director, and shareholder is licensed to practice the profession (AS 10.45.010(b))
☐ Board certificate ready to file together with the Articles of Incorporation

Name Availability and Designation

☐ Name searched and available with DCCED
☐ Name includes the surname of one or more shareholders (or board permission to omit) AND ends with "Corporation," "Incorporated," "Limited," "Corp.," "Inc.," "Ltd.," "a professional corporation," or "P.C." (AS 10.45.120)
☐ Name reservation obtained if desired

Registered Agent and Filings

☐ Alaska registered agent / agent for service of process appointed with an Alaska address (AS 10.06)
☐ Alaska Entity Number to be obtained on filing (needed before the Alaska state business license)
☐ Alaska state business license obtained from DCCED after entity registration

Fees and Insurance

☐ Current DCCED filing fee confirmed
☐ Professional liability / malpractice insurance obtained or confirmed
☐ Federal EIN obtained from the IRS

Part 3 — Articles of Incorporation — Professional Corporation (Fillable)

STATE OF ALASKA — ARTICLES OF INCORPORATION OF A PROFESSIONAL CORPORATION

The undersigned incorporator(s), each a natural person duly licensed to render the professional service of [PROFESSION] in the State of Alaska, hereby incorporate a professional corporation pursuant to the Alaska Professional Corporation Act, AS 10.45.010 et seq., and AS 10.06 (Alaska Corporations Code), and adopt the following Articles of Incorporation:

Article I — Name

The name of the corporation is:

[________________________________]

The name complies with AS 10.45.120 — it includes the surname of one or more shareholders (unless the regulatory board has permitted otherwise) and ends with one of the following:

• ☐ "Corporation" / "Corp." ☐ "Incorporated" / "Inc." ☐ "Limited" / "Ltd."
• ☐ "a professional corporation" ☐ "P.C."

(If the surname requirement is waived by the board, attach the board's permission.)

Article II — Profession to Be Practiced (AS 10.45.010(a)(1))

The name of the profession to be practiced by the corporation is [PROFESSION]. The corporation is organized for the sole purpose of rendering that single professional service and services ancillary thereto.

Profession:

• ☐ Medicine ☐ Dentistry ☐ Law ☐ Public Accounting (CPA) ☐ Architecture ☐ Professional Engineering
• ☐ Psychology ☐ Optometry ☐ Chiropractic ☐ Veterinary Medicine ☐ Other: [________________________________]

Article III — Professional Services Rendered Through Licensed Persons

The corporation shall render professional services in Alaska only through persons licensed in Alaska to render the service, each of whom must be a shareholder, director, officer, employee, or agent of the corporation (AS 10.45.030).

Article IV — Registered Agent / Agent for Service of Process and Office (AS 10.45.010(a)(3); AS 10.06)

Registered Agent / Agent for Service of Process: [________________________________]
Alaska Office / Address of the corporation: [________________________________]
City, State, ZIP: [________________________________], Alaska [____]

Article V — Capital Stock and Ownership Restriction

A. The corporation is authorized to issue [________] shares of [common stock, par value $[____] per share / no par value].

B. Licensed-ownership restriction (AS 10.45.050). The corporation may issue shares only to persons licensed by an Alaska regulatory board to render the professional service specified in these Articles, or to a revocable or joint revocable trust whose settlor is so licensed. It may not issue shares to any other person or trust.

Article VI — Incorporator(s), Original Shareholders, Directors, and Officers (AS 10.45.010(a)(2))

The names and addresses of all original shareholders, directors, and officers (each duly licensed) are:

Article VII — Directors, Officers, and Management

A. All directors and officers must be shareholders of the corporation (AS 10.45.060).

B. No person shall serve as a shareholder, director, or officer of more than one Alaska professional corporation at the same time (AS 10.45.060).

C. The business and affairs of the corporation are managed by the board of directors (AS 10.45.070).

Article VIII — Professional Licensing Covenant

A. Each shareholder, director, and officer shall maintain a current, active Alaska license to render [PROFESSION].

B. Upon a shareholder's death, or upon a shareholder becoming disqualified to render [PROFESSION] in Alaska, the shareholder's shares shall be transferred in accordance with Article IX.

C. The corporation shall make all reports and filings required by the [NAME OF ALASKA REGULATORY BOARD].

Article IX — Share-Transfer Restriction and Mandatory Buy-Back

A. No transfer to non-licensed persons. Shares may be issued or transferred only to a person licensed by an Alaska regulatory board to render [PROFESSION], or to a qualifying revocable/joint revocable trust under AS 10.45.050. Any transfer in violation of this restriction is prohibited and ineffective.

B. Mandatory buy-back on death or disqualification. Upon the death of a shareholder, or upon a shareholder becoming disqualified to render [PROFESSION] in Alaska, the corporation shall purchase (or cause a licensed person to purchase) all of that shareholder's shares within [____] days at a price determined by:

• ☐ Book value as of the most recent fiscal year-end
• ☐ Fair market value determined by an independent appraiser
• ☐ Formula set forth in the Shareholders' Agreement
• ☐ Other: [________________________________]

C. All stock certificates shall bear a legend reflecting these transfer restrictions and the AS 10.45.050 ownership limitation.

Article X — Dissolution and Wind-Down

A. Upon dissolution, all professional obligations and pending matters shall be completed or transferred to another licensed person or professional entity authorized to render [PROFESSION] in Alaska.

B. The corporation shall give the [NAME OF ALASKA REGULATORY BOARD] any notice required by board rule.

Incorporator Signature

IN WITNESS WHEREOF, the undersigned incorporator(s) executed these Articles of Incorporation on [__/__/____].

Part 4 — PLLC Path: Not Available in Alaska

FLAG. Alaska does not authorize a Professional Limited Liability Company (PLLC). No PLLC certificate of formation/organization can be filed because the entity type does not exist in Alaska law. If limited-liability-company features are important, discuss with counsel and your licensing board whether a general LLC under AS 10.50 (non-professional) or a Limited Liability Partnership under AS 32.06 is appropriate for your profession; many boards require the Professional Corporation (PC) form under AS 10.45 for a professional entity.

☐ Confirmed with counsel that no PLLC is available in Alaska
☐ Confirmed with the licensing board whether a general LLC or LLP is acceptable for the profession, or whether a PC is required

Part 5 — Licensing-Board Certificate / Approval Block

☐ Regulatory-board certificate attached (Required — AS 10.45.010(b)) — A certificate from the [NAME OF ALASKA REGULATORY BOARD] certifying that each incorporator, director, and shareholder is licensed to practice [PROFESSION] is attached and will be filed with the Articles. Certificate dated [__/__/____], attached as Exhibit A.

☐ Name surname-waiver attached (if applicable) — Board permission to use a name without a shareholder surname is attached (AS 10.45.120).

Board / Authority: [________________________________]
Contact / Address: [________________________________]
Reference / File No.: [________________________________]

Final Signature Block

The undersigned, being duly licensed and authorized, certify that the information in this packet is true and correct.

Sources and References

• AS 10.45.010 (Incorporation; articles; board certificate) — https://law.justia.com/codes/alaska/title-10/chapter-45/section-10-45-010/
• AS 10.45.050 (Issuance of shares — licensed persons / qualifying trust only) — https://law.justia.com/codes/alaska/title-10/chapter-45/section-10-45-050/
• Alaska Professional Corporation Act (Title 10, Chapter 45) — https://law.justia.com/codes/alaska/title-10/chapter-45/
• Alaska DCCED, Division of Corporations, Business and Professional Licensing — https://www.commerce.alaska.gov/web/cbpl/
• Alaska Corporations forms and biennial reports — https://www.commerce.alaska.gov/web/cbpl/corporations.aspx
• Alaska Revised Limited Liability Company Act (Title 10, Chapter 50 — general LLC law; no professional-LLC subchapter) — https://law.justia.com/codes/alaska/title-10/chapter-50/