Are you looking to start a professional corporation in Alaska, but you’re not sure where to start?
Professional corporations are those owned and operated by licensed professionals, like doctors, lawyers, and architects. There are quite a few important steps you’ll need to take to create your Alaska professional corporation and maintain it, so this guide will outline the rules and regulations involved with this process.
We’ll cover everything you need to know, from picking names, choosing a board, navigating taxes, and more. To get started, please reference our guide below or hire a professional online incorporation service.
Guru Tip: While ZenBusiness is awesome for any entrepreneurs starting an LLC or regular corporation, we do not offer professional corporation formation. That said, here is a list of the best services that do.
What is an Alaska Professional Corporation?
On the surface, a professional corporation and a regular corporation look very similar. Both businesses can issue stock, both have bylaws, and both are governed by a board of directors and an executive team. Both pay corporate income taxes, too.
And more importantly, both corporation types offer personal asset protection. Simply put, a shareholder or member of the business isn’t liable for the business’s debts. So a member of the corporation can’t be sued; the corporation is sued. However, in a professional corporation, there’s one exception: individual members can be sued for malpractice.
That’s especially important because professional corporations usually offer professional services, such as lawyers, dentists, doctors, chiropractors, and more. All of those trades can be sued for malpractice. But in a PC, only the person responsible for the malpractice can be sued. That makes it a better option for most professionals.
In Alaska, a professional corporation is only allowed to offer one type of professional service. More importantly, each shareholder of the PC must be licensed in that corporation’s trade. This reduces a PC’s ability to fundraise, but the advantage of liability protection remains.
7 Steps to Start a Professional Corporation in Alaska
Now let’s jump into the specific steps you’ll need to take to form a professional corporation in Alaska. Later on in this guide, we’ll discuss the steps you need to take in order to maintain your corporation in Alaska. But let’s start at the beginning.
1. Select Your Board of Directors
A professional corporation is only as good as its board of directors, so you’ll want to appoint carefully. And while the bulk of people involved in the day-to-day operations of your business will be licensed in your profession, we recommend having your board be a bit more diverse.
For example, a dental PC might want a director with legal experience, one with business growth expertise, a financial expert, and so on. This gives you diverse input to help the business succeed.
Alaska makes it pretty simple to choose your board because of the clear expectations laid out in their Professional Corporation Act; every director of your PC must be a shareholder, and each shareholder must be licensed. You also have to have at least one director at all times. For a full look at Alaska’s rules for a PC’s board of directors, please consult the Professional Corporation Act.
2. Designate a Registered Agent
Every Alabama professional corporation—and even other entity types—must appoint a registered agent. This individual accepts “service of process” from the state on your behalf. Basically, if the state ever needs to notify you regarding a lawsuit or an upcoming annual report due date, they’ll contact your registered agent. Your agent forwards that notice to you.
Alabama has a few legal requirements for your registered agent, though:
- Every entity that registers with the Alaska Department of Commerce must appoint a registered agent
- The agent must be an individual resident of Alaska whose business address matches the address of the registered office OR a business entity with authority to operate in Alaska
- An agent must be continuously maintained
You can find a full rundown of the state laws in the The Alaska Corporations Statutes and Regulations Code.
Technically, you can serve as your own registered agent, but we don’t recommend that. First, you’ll be busy running the day-to-day affairs of your corporation. It’s also important to note that the registered agent’s address goes on the public record; some entrepreneurs are uncomfortable with that idea. Because of that, it’s a good idea to appoint a third-party, like an individual you trust or one of our top registered agent services.
3. Choose a Name for Your Corporation
Technically, you can complete this step at any point during the process, but we’ve put it here—depending on how involved your board of directors or fellow incorporators are, they may want to be involved in the naming process.
Choosing a name can be one of the most fun—and challenging—parts of starting a PC. There are a few things to keep in mind when picking a name.
Meet Alaska’s Legal Requirements
The trickiest part of naming a business is adhering to the state’s legal requirements for naming a business. Thankfully, Alaska keeps its laws relatively simple:
- Your name must include the name of at least one of your shareholders unless your industry allows names without surnames
- Your name must include the words “limited,” “professional corporation,” “corporation,” “incorporated,” or their abbreviations
- Your name must be “distinguishable upon the records” of the Department of Commerce
You can find more details about business names in the state’s naming statutes or get started by doing a name search.
Pick a Descriptive Name That You Like
As long as you meet legal requirements, you have a lot of leeway to pick the perfect name for your professional corporation. In general, you should choose a name that’s memorable, describes what your business does, and is easy to say and remember. More importantly, you should pick a name that you and your team likes. You should feel good when you tell other people about your business, and your name is a big part of that.
You can also reserve your name with the New Business Name Reservation form. This procedure costs $25, but it protects your name for a year. That buys you time for other business start-up steps. After all the work to create a name, you don’t want to lose it to another business.
4. File your Articles of Incorporation
Now that you have your board, agent, and name all lined up, you’re all set to file your Articles of Incorporation. This two-page document (plus a payment information and contact information page) is what officially forms your business in Alaska, and it requires some foundational data about your business. This is the information you’ll need to provide:
- The name of your PC
- The professional service you’ll provide
- Your NAICS code (a 6-digit code that classifies your business activities)
- Your physical address and mailing address
- Name and address of your registered agent
- Name and address of each “alien affiliate,” if applicable
- Name and address of your original shareholders and directors
- A copy of each shareholder or director’s license
- Number of authorized shares and their par value
- Any optional provisions you wish to include
- Signature of each incorporator
This form is pretty simple to complete, and as long as you include all the requested information, you should be good to go. Please remember that each person affiliated with the corporation’s direction (i.e. shareholders, directors, incorporators) must have a license in the profession of the corporation. You’ll need to provide appropriate documentation for the licenses.
Alaska does not have an online filing portal for this document, so you’ll need to have a check or money order (or fill out the credit card payment slip) to pay the $250 filing fee.
5. Establish Your Corporate Record & Hold Your First Board Meeting
Now that your professional corporation officially exists, it’s time to establish your corporate record. Your board of directors will help you do this during your first board meeting.
The very first step you’ll take is drafting your bylaws. Alaska doesn’t dictate a lot of legal requirements for the day-to-day operations of your business, so that’s where your bylaws will come in. Your bylaws are basically the operating manual for your business: how the board is appointed and maintained, shareholder policies and distributions, how officers are appointed, and much more. Every PC will have slightly different bylaws, but it’s essential to have them.
In addition to creating bylaws, at your first meeting, you’ll want to appoint someone to take minutes at each meeting. These minutes form another vital part of your corporate record, summarizing all important activities and decisions.
Other important tasks for your first meeting include appointing officers, drafting a conflict of interest policy, establishing committees (if applicable), and more. No two board meetings are exactly alike, but the first one is a crucial (and busy) one.
6. Obtain Business Licenses
As a professional corporation, you won’t be a stranger to the licenses required by your industry. But we’d be remiss not to remind you of them!
In Alaska, every shareholder, incorporator, and director must maintain the appropriate licenses for your industry. Employees should also have licenses if they’ll be rendering the service of your PC. If any of your people need to renew or obtain a license, then the Professional Licensing page by the state is a great place to get started.
Alaska also requires you to get a general business license; there are no exceptions to this policy. The license needs to be renewed annually, and it usually costs $50. Alaska has temporarily removed the filing fee.
7. Set up a Business Bank Account
If you don’t already have one, it’s time to get a business bank account. This enables you to ensure that your business funds and personal funds are always separate—an essential distinction to maintain your personal asset protection. Most banks will ask to see your bylaws (and maybe even your formation documents) as part of this process.
You can also look into getting a business credit card if you feel your company is ready for that step.
3 Steps to Maintain Your Alaska Professional Corporation
Now that your business is up and running, it’s time to maintain it compliantly. There are three major areas you’ll want to tackle (or plan ahead for): taxes, insurance, and annual reporting.
1. Prepare for Taxes
Taxes are a fact of life for a corporation. Before you do anything else, we recommend obtaining an EIN, or an Employer Identification Number—even if you don’t have employees. That’s because an EIN acts like a social security number for a business. What’s more, it’s free (and quick) to obtain through the IRS.
After that, if you have employees, you’ll want to anticipate your contributions to unemployment insurance taxes and income withholding taxes on state and federal levels.
And of course, there are corporate income taxes to account for (21% for federal taxes and 9.4% state ones). These taxes are arguably the biggest expense a corporation will face in a given year. Income taxes are supplemented by Alaska’s miscellaneous industry taxes: fisheries and mining are just a few of them. You can find more information on miscellaneous taxes with the Alaska Department of Revenue.
Not every tax will apply to your Alaska PC, and this is not an exhaustive list. Taxes are complicated and vary significantly depending on your business. We highly recommend consulting with a tax professional to ensure that you’ve covered all your responsibilities.
To keep things organized and simple for all things tax, we recommend setting up an accounting software and working with a qualified professional.
2. Obtain Business Insurance
In addition to the malpractice insurance that each practitioner maintains, we highly recommend maintaining a general liability insurance policy for the business as a whole.
Lots of things can go wrong: fallen trees at your physical location, a fall on your property, malfunctioning equipment…it’s a long list. This general policy isn’t required by Alaska law, but we recommend it so you’re protected no matter what. Accidents and natural disasters can be very expensive.
Alaska does require one insurance policy, though: workers’ compensation. Any Alaska business with one or more employees must maintain one of these policies. For more information on this requirement, please consult the Department of Labor and Workforce Development.
3. Anticipate Your Biennial Report
All businesses in Alaska are required to submit a semi-annual filing called the biennial report (commonly called the annual report in other states). This report updates the state regarding any information about your business that may have changed over the course of the year.
This report is due every other year by January 2nd, and it costs $100 to submit. This form doesn’t seem like much, but don’t overlook it; delinquent filings can cause a lot of hassle. If you’d prefer to have a service handle this obligation for you, there are a handful of reliable report filing services.
There is also an initial report that you’ll need to file within six months of forming your business. This is very similar to the biennial report, but it’s more of a progress check after you’ve laid your business’s groundwork.
Getting Help With Your Alaska Professional Corporation
Feeling overwhelmed or just need an extra hand? Here are some of our favorite resources for Alaska professional corporations.
Online Incorporation Services
If you would like to hire an affordable business incorporation service to create your professional corporation for you, services like LegalZoom, Rocket Lawyer and Swyft Filings can help you out. These service providers can handle most of the formation process, while still charging much lower rates than a business attorney’s fees.
There isn’t the same level of personalization that a lawyer can provide, but online incorporation services can still be a tremendous help. The only major issue with these service providers is the fact that they can’t provide any actual legal advice, so you need to know what you want ahead of time.
Alaska Business Attorneys
There are some situations where hiring a business lawyer is a preferable route to using an online incorporation service. The professional corporation as a business structure can be highly complicated and specialized, and if you want to have the peace of mind that every single step was taken care of by a true expert, hiring a business attorney to form your Alaska professional corporation is the way to go.
If you would like to pursue this route, there are some convenient services that can help you choose the right lawyer for your business. We like to use Avvo, which has extensive reviews and ratings for hundreds of Alaska business lawyers, which can make it much easier to select an attorney who has your best interests in mind and also has the expertise to get the job done right.
Frequently Asked Questions
Can I speed up the process?
Alaska’s filing speeds vary depending on when you submit your documents; articles submitted between March and September are processed within 10-15 business days, while other parts of the year take 15 days or more. You can expedite your filings for $50, but we recommend filing online instead. Online filings are usually processed in real time.
Can an Alaska professional corporation elect S-corporation status?
In most states, there’s a big advantage to electing S-corporation status, which allows a corporation to be taxed more like a pass-through entity. Since individual income taxes are often lighter than corporate ones, this election can reduce your tax burden. To qualify for this status, a corporation must have 100 or fewer shareholders and only one class of stock.
Alaska PCs can apply for this status pretty easily using Form 2553. Since the state taxes climb as high as 9.4%, it can be a big advantage for entrepreneurs.
Do I have to file my corporate record with the state?
The only part of your corporate record that you’ll have to file with the Department is your biennial reports; the rest is for your benefit. Other components of your record, such as your meeting minutes, don’t have to be filed. Most PCs choose to keep these records in a classic binder or similar folder, but you can pick the method that works best for you. As long as you have the record accessible somewhere onsite, you’ll be able to add to it or consult it as needed.
What’s the difference between a PLLC and a PC? Can I form one in Alaska?
A PLLC, or Professional Limited Liability Company, is an LLC formed by professionals in regulated industries. Some states offer it as an alternative to the PC because LLCs are a little easier to run (and have tax advantages over corporations). Alaska, however, does not have a PLLC option.
Are incorporation services like ZenBusiness and Northwest worth it?
That depends on what your needs are. If you want to keep your expenses as low as possible, then you might find yourself bewildered by the state fee and the service’s package fees put together. But if you don’t want to endure the hassle of dealing with paperwork, or you simply want a teammate to help you through the process, a service may be a big help to you.
Another important note is that neither ZenBusiness or Northwest file professional corporations. Yes, they are ideal if you’re looking to form a regular corporation or an LLC, but not professional corporations.
Should I hire a business attorney to help with my PC?
Ideally, yes (if you can afford it). But a business-lawyer relationship is a very important one, and you’ll want to find a lawyer that fits your budget, your personality, your industry, and so on. One of our favorite tools for Alaska businesses is Avvo.com, where you can find lawyers in your city, based on the best customer reviews, and several other helpful filters. It’s a helpful tool.