Are you ready to stop doing business with your Alaska corporation, but you’re not sure how the official dissolution process works?
The state of Alaska requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving an Alaska corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Guru Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- Fill out and file the Certificate of Election to Dissolve and the Articles of Dissolution with the Alaska Division of Corporations.
- Fulfill all tax obligations with the state of Alaska, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve an Alaska Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
In the state of Alaska, you’ll need to fill out and file a document known as the Certificate of Election to Dissolve, as well as the Articles of Dissolution (the Certificate of Election to Dissolve must be filed before or at the same time as the Articles of Dissolution). Both forms must be filed in duplicate with the Alaska Division of Corporations. The Certificate of Election to Dissolve requires the following information:
- Corporation name
- Alaska entity number
- Affirmation of Dissolution
- Names, addresses, and titles of officers/directors
- Method of dissolution (vote by shareholders, consent of the board of directors, etc.)
- Signatures of the majority of corporation officers/directors
And you must provide the following for the Articles of Dissolution:
- Corporation name
- Alaska entity number
- Disposition of any corporate debts and liabilities
- Names and addresses of individuals responsible for debts and liabilities (if applicable)
- Disposition of remaining assets
- Signature
Once you’ve finished filling out both the Certificate of Election to Dissolve and the Articles of Dissolution, you will need to include two filing fees of $10 and $15, respectively. You can make both checks out to the “State of Alaska,” and send all forms and payment to the following address:
Corporations Section
PO Box 110806
Juneau, AK 99811-0806
Typically, you can expect the state of Alaska to process your dissolution filing within 10-15 days of receiving it.
How to Dissolve an Alaska Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
The process for incorporators is the same. You will still need to file the Certificate of Election to Dissolve and the Articles of Dissolution (in duplicate) with the Alaska Division of Corporations.
You will also need to write two checks made payable to the “State of Alaska” for $10 and $15, respectively. The entire process will take between 10-15 days to complete.
What Else Do I Need to Know About Dissolving a Corporation in Alaska?
The moment the state of Alaska dissolves your corporation, your business name becomes available for anyone who wants to use it. This is one of the reasons that you should never dissolve a corporation until you’re absolutely certain that you will no longer conduct business in this state.
There’s also the issue of involuntary dissolutions. This is when the state dissolves your corporation without you requesting that they do so. This can happen for a number of reasons, including:
- Failure to file necessary business forms with the state in a timely manner (generally within a 6 month period)
- Failure to maintain a registered agent
- Failure to respond to notifications of non-compliance
If you would like to reinstate your corporation following involuntary dissolution, you may do so by sending an email to corporations@alaska.gov with the following information:
- Entity name
- Alaska entity number
- Date of involuntary dissolution
- A brief statement explaining that the entity wishes to be reinstated
If the Division of Corporations approves the request, you will be sent the necessary forms and filing instructions to reinstate your corporation. However, if your corporation was involuntarily dissolved more than 2 years prior to your request, you will no longer be able to reinstate the entity, and must file formation paperwork as a new corporation.
All told, the involuntary dissolution and reinstatement process can be a burden for a corporation, and it’s best to avoid this situation altogether.
Conclusion
The process to dissolve an Alaska corporation is relatively simple, however it becomes more complicated if the state dissolves your corporation due to non-compliance.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving an Alaska corporation!