Possible Exemptions to Entity Registration for
Out of State Companies
Please note that this chapter applies to registration of corporate entities, NOT to business licensing.
Generally, an out of state company may not transact business in this state until it has received authority to do so by the Department of Commerce, Community, and Economic Development. In most cases, an out of state company will not be denied authority to do business in Alaska because the laws of the state or country under which it is organized differ from the laws of this state.
Generally, the State of Alaska requires the following licenses to conduct business:
- Corporation Certificate of Authority (registration of your corporation / entity with the State of Alaska)—Issued by the State of Alaska.
- Entity Professional License for Corporations, LLCs, LLPs, LPs (if applicable)—
Issued by the State of Alaska.
- Professional License (if applicable)—Issued by the State of Alaska.
- Business License(s)—Issued by the State of Alaska.
An out of state company that transacts business in Alaska without authority may be liable for the years or portions of years during which it transacts business in this state without authority. That liability may be equal to all fees and taxes that would have been imposed, plus penalties. In most cases, an out of state company that transacts business in this state without authority may not maintain an action, suit, or proceeding in a court of this state until it obtains authority.
Generally, a company is transacting business in this state if it has sales, or payroll, and real or personal property in this state. However, it is the responsibility of the company or its legal counsel to determine whether it must obtain authority; the Division does not render legal opinions in this matter.
An exemption to file may exist under corporation statutes but may not exist under professional licensing statutes or other program statutes.
Procurement statutory requirements, professional licensing requirements, and other program requirements supersede the corporation exemption statutes and require entity registration.
Alaska Statute 10.06.718 states without excluding other activities that may not constitute transacting business in this state, a foreign corporation is not considered to be transacting business in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:
- maintaining, defending, or settling an action, suit, or administrative or arbitration proceeding, or the settlement of claims or disputes;
- holding meetings of members, partners, directors or shareholders, or carrying on other activities concerning the internal affairs of the business;
- maintaining bank accounts;
- maintaining an office or agency for the transfer, exchange, and registration of securities or other interest in kind of the business, or appointing and maintaining a trustee or depositary for the securities of the business;
- making sales through independent contractors;
- soliciting or procuring orders by mail, through employees, agents, or otherwise, if the orders require acceptance outside the state before becoming binding contracts;
- creating, as borrower or lender, or acquiring indebtedness, or mortgages or other security interests in real or personal property;
- securing or collecting debts, or enforcing rights in property securing debts;
- transacting business in interstate commerce; and
- conducting an isolated transaction completed within a period of 30 days not in the course of a number of repeated transactions of like nature.
In all cases, out of state companies wishing to obtain authority to transact business in Alaska must apply on forms prescribed and furnished by the Department of Commerce, Community, and Economic Development.