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 business 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.
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, and 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.
Alaska Statute 10.06.718 provides
that the following activities do not constitute transacting business
in this state:
1. maintaining, defending, or settling
an action, suit, or administrative or arbitration proceeding,
or the settlement of claims or disputes;
2. holding meetings of members, partners, directors or shareholders,
or carrying on other activities concerning the internal affairs
of the business;
3. maintaining bank accounts;
4. 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;
5. making sales through independent contractors;
6. soliciting or procuring orders by mail, through employees,
agents, or otherwise, if the orders require acceptance outside
the state before becoming binding contracts;
7. creating, as borrower or lender, or acquiring indebtedness,
or mortgages or other security interests in real or personal
property;
8. securing or collecting debts, or enforcing rights in property
securing debts;
9. transacting business in interstate commerce; and
10. 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.
To download a fill-in-the-blank application, please go our forms
page. |
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