Professional Corporation Formation Packet — Alaska

Professional Corporation Formation Packet — Alaska

Quick-Reference Summary

Part 1 — Confirm the Entity Route

ENTITY-CHOICE CHECK. AS 10.45 expressly authorizes the professional-corporation route documented here. Do not assume that an LLC, LLP, or a "PLLC" label is available—or prohibited—for a particular licensed practice without checking the profession's current statutes, regulations, ethics rules, regulatory-board guidance, and DCCED filing options.

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)
☐ If considering issuance to a qualifying trust under AS 10.45.050, obtained Alaska counsel and regulatory-board guidance on the original-shareholder certificate and later transfer rules

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)

Registered Agent and Filings

☐ Alaska registered office selected and qualified registered agent appointed under AS 10.06.150
☐ Registered agent is either an Alaska-resident individual whose business office is the registered office or an authorized corporation whose business office is the registered office
☐ Current DCCED filing workflow and form confirmed; paper and online requirements may differ
☐ Six-digit NAICS/activity code selected for the filing and AS 10.06.215 disclosure
☐ Initial report calendared for no later than six months after incorporation (current DCCED form instruction)
☐ Alaska business license obtained before engaging in business (current DCCED form instruction)

Fees and Insurance

☐ Current DCCED filing fee confirmed (the form revised May 7, 2026 lists $250)
☐ 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 duly licensed to render the professional service of [PROFESSION] in Alaska, incorporate a professional corporation under AS 10.45 and AS 10.06 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 — Purpose, Profession, and Activity Code (AS 10.06.208(2); AS 10.45.010(a)(1))

The name of the profession to be practiced by the corporation is [PROFESSION]. The corporation is organized to render that one type of professional service, as permitted by AS 10.45.020, and may not engage in another business. It may own property necessary or appropriate to its professional services and invest its funds as permitted by AS 10.45.040.

Profession:

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

Six-digit NAICS/activity code: [________]

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 Office, Registered Agent, and PC Office (AS 10.06.150, .208(3); AS 10.45.010(a)(3))

Registered Agent: [________________________________]
Agent type: ☐ Alaska-resident individual ☐ Corporation authorized in Alaska
Alaska registered-office physical address: [________________________________]
Registered-office city and ZIP: [________________________________], Alaska [________]
Registered-office mailing address (if different): [________________________________]
Professional corporation office address (if different): [________________________________]

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.

This formation packet assumes each original shareholder is a licensed individual so the regulatory board can certify the original shareholders under AS 10.45.010(b). Obtain Alaska counsel and board guidance before naming a trust as an original shareholder or issuing shares to a trust later.

Article VI — Alien Affiliates (AS 10.06.208(4))

☐ The corporation has no alien affiliates as defined by AS 10.06.990.

☐ The corporation has the following alien affiliate(s) (attach additional pages if needed):

Article VII — 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 VIII — 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).

D. If the corporation has only one or two shareholders, those shareholders may be its only directors and may fill all general offices (AS 10.45.070(b)).

Article IX — Professional Licensing Covenant

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

B. A person who becomes legally disqualified to render [PROFESSION] in Alaska shall immediately sever all employment and financial interest in the corporation as required by AS 10.45.200, and the shares shall be handled under Article X.

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

Article X — Share Transfer, Disqualification, and Death

A. Transfer restriction. A shareholder may sell or transfer shares only to another individual licensed to render the same professional service for which the corporation was formed (AS 10.45.080). This transfer rule is distinct from AS 10.45.050, which permits original issuance to a qualifying revocable or joint revocable trust.

B. Optional advance disposition terms. The corporation adopts the following purchase, redemption, retirement, or other lawful disposition terms under AS 10.45.080, .210-.230 (attach a complete shareholders' agreement or valuation schedule if used):

• ☐ 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. Legally disqualified shareholder. If these Articles contain no disposal provision and a legally disqualified shareholder has not disposed of the shares as AS 10.45.200 requires, the corporation must purchase, redeem, or retire them within 30 days after disqualification under AS 10.45.210. If no governing document supplies a price or pricing method, AS 10.45.230 supplies the book-value rule.

D. Deceased shareholder. Apply any valid disposition term in the Articles, bylaws, or shareholders' private agreement. If none exists, follow the offer, six-month, special-meeting, and sole-shareholder procedures in AS 10.45.220; do not treat death as an automatic 30-day corporate buy-back. AS 10.45.230 supplies the default valuation rule when no price or method is provided.

E. All stock certificates shall bear a legend reflecting the applicable issuance and transfer restrictions.

Article XI — 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 — Alternative Entity / "PLLC" Check

This packet does not provide LLC or LLP formation articles. AS 10.45 expressly supplies the professional-corporation route, but the availability and naming of another entity form for a regulated practice must be checked profession by profession. Confirm the current DCCED entity types and the relevant board's ownership, entity, naming, and practice rules before choosing or advertising an LLC, LLP, or "PLLC."

☐ Confirmed the current DCCED filing options and accepted entity designation
☐ Confirmed with the regulatory board and Alaska counsel whether an LLC or LLP may render this profession's services and 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

• Alaska Legislature, AS 10.45.010-.260 (Professional Corporations) — https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.45.010&secEnd=10.45.260
• Alaska Legislature, AS 10.06.150-.245 (registered agent and corporate formation provisions) — https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.150&secEnd=10.06.245
• Alaska Legislature, AS 10.06.990-.995 (definitions, including alien affiliate components) — https://www.akleg.gov/basis/statutes.asp?media=print&secStart=10.06.990&secEnd=10.06.995
• Alaska DCCED, Articles of Incorporation — Domestic Business Corporation, form 08-0400 (rev. May 7, 2026; filing mechanics, fee, initial report, business-license instruction) — https://www.commerce.alaska.gov/web/Portals/5/pub/corp0400.pdf