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Alaska Articles of Dissolution

Alaska ends a domestic business corporation in two filings, form 08-406 then form 08-407, for $25 total, with no tax clearance certificate and no Department of Revenue consent. Attorney review available.

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Introduction

Nothing in an Alaska dissolution waits on a tax agency's signature. The office that handles the filing, the Division of Corporations, Business and Professional Licensing, polices its own records instead, because Alaska has no Secretary of State. Both dissolution forms say in terms that they will not be filed if the entity's biennial report is not current, or if the official who signs does not match an official on record. Section 10.06.910 of the Alaska Statutes backs that up by conditioning filing on all fees and corporation taxes prescribed in the Corporations Code having been paid. For a domestic corporation the biennial corporation tax is one hundred dollars ($100) under Section 10.06.845(a), with a twenty five dollar ($25) penalty for each year or part of a year of delinquency. The second thing worth knowing is that this page's title names only half the job. Alaska splits the work in two: form 08-406, the Certificate of Election to Dissolve, which puts the entity into Intent to Dissolve status for ten dollars ($10), then form 08-407, the Articles of Dissolution, which moves it to Voluntarily Dissolved for fifteen dollars ($15). Both are required, and 08-407 may not be filed before 08-406. Shareholders approve by two thirds of the shares entitled to vote (Section 10.06.605(a)(1)), or by written consent signed by every shareholder. DocDraft builds both Alaska filings from your facts, with attorney review available.

Key Things to Know

  1. 1

    Alaska Articles of Dissolution, form 08-407, is the second of two filings that end a domestic for-profit business corporation's existence with the Division of Corporations, Business and Professional Licensing. The form face reads Part 2 of 2 and says it is only for Domestic Business Corporations. An Alaska LLC instead files a single Articles of Dissolution, form 08-490.

  2. 2

    No tax clearance certificate and no Alaska Department of Revenue consent stands in the way. Neither dissolution form mentions tax at all. Searching the whole Corporations Code, the fee regulations in 3 AAC 16, both form PDFs and the Division's published forms and fees page for a clearance or for the Department of Revenue returned no hits anywhere.

  3. 3

    What does stop the filing is the Division's own ledger. Both forms state they will not be filed if the biennial report is not current or if the signer is not an official on record, and Section 10.06.910 conditions filing on all fees and corporation taxes under the chapter having been paid. The biennial corporation tax is one hundred dollars ($100) for a domestic corporation.

  4. 4

    Twenty five dollars ($25) covers both filings: ten dollars ($10) for form 08-406 and fifteen dollars ($15) for form 08-407, both nonrefundable, set by regulation 3 AAC 16.030(h). The Division lists each form as a PDF with no online option, so both go by mail to Juneau, and each form face states a processing time of roughly 10 to 15 business days.

  5. 5

    Shareholders adopt the election on the affirmative votes of two thirds or more of the shares entitled to vote, and two thirds of each class voting as a class where any class does (Section 10.06.605(a)(1)). Written consent works instead, and form 08-406 requires a copy signed by every shareholder to be attached. The board may elect alone only if the corporation was adjudicated bankrupt, disposed of all assets and did no business for five years, or issued no shares.

  6. 6

    Written notice to creditors is mandatory and it falls due early. Once winding up commences, on the resolution or on the written consent being filed with the corporation, the board shall mail written notice of the commencement to all shareholders and all known creditors and claimants whose addresses appear on the corporation's records (Section 10.06.615(c)). The notice precedes the paperwork rather than following it.

  7. 7

    Filing the articles is not the finish line. Existence ceases when the Division ISSUES a certificate of dissolution (Section 10.06.625), and the corporation then continues to exist for winding up, for defending actions and for discharging obligations (Section 10.06.678(a)), while being barred from commencing a court action except one to recover an improper distribution (Section 10.06.678(b)).

Key decisions before you file

Before you file a Articles of Dissolution in Alaska, a few decisions shape the document: which option to choose and what each one means. The Articles of Dissolution guide walks through them.

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Alaska Requirements for Articles of Dissolution

  • No Tax Clearance and No Revenue Department Consent

    Alaska requires no tax clearance certificate and no Alaska Department of Revenue consent before the Division of Corporations, Business and Professional Licensing will accept either dissolution filing. Neither form 08-406 nor form 08-407 mentions tax at all. Searches of the Corporations Code, the 3 AAC 16 fee regulations, both form PDFs and the published forms and fees page returned no reference to a clearance or to the Department of Revenue.

  • Biennial Report and Biennial Corporation Tax Current

    What the filing office does enforce is its own ledger. AS 10.06.910 conditions filing on all fees and corporation taxes prescribed in the chapter having been paid, and both dissolution forms state they will not be filed if the entity's biennial report is not current. The domestic biennial corporation tax is $100 under AS 10.06.845(a), with a $25 penalty for each year or part of a year of delinquency, plus a 10 percent report penalty under AS 10.06.815.

  • Form 08-406 First, Then Form 08-407

    Alaska runs a two-step dissolution and this page is named for the second step. Form 08-406, the Certificate of Election to Dissolve, is Part 1 of 2 and puts the entity into Intent to Dissolve status. Form 08-407, the Articles of Dissolution, is Part 2 of 2 and moves it to Voluntarily Dissolved. Form 08-407 must be submitted together with, or after, form 08-406. Both forms carry revision date 10/10/2020.

  • Fees of $10 Plus $15, Mail Only

    Regulation 3 AAC 16.030(h) sets the nonrefundable fee for a certificate of election to dissolve at $10 and for articles of dissolution at $15, so $25 covers the whole dissolution. The form faces and the Division's current published fee table agree exactly. Neither form has an online filing option, so both are mailed to the Corporations Section in Juneau with a cheque, money order or the attached credit card payment form.

  • Two Thirds of the Shares Entitled to Vote

    Under AS 10.06.605(a)(1) the election to dissolve is adopted on the affirmative votes of two thirds or more of the shares entitled to vote, and two thirds or more of each class where any class votes as a class. Written consent of the shares is the alternative, and form 08-406 requires a copy signed by all shareholders to be attached. The board may elect alone only where the corporation was adjudicated bankrupt, disposed of all assets and did no business for five years, or issued no shares.

  • Mailed Notice to Known Creditors Is Mandatory

    AS 10.06.615(c) provides that the board shall give written notice of the commencement of the voluntary winding up, by mail, to all shareholders and all known creditors and claimants whose addresses appear on the corporation's records. Shareholders who voted to dissolve need not be notified. The duty attaches when winding up commences under AS 10.06.615(a), at the resolution or the written consent, well before the articles are signed. The claims-bar provisions of AS 10.06.653 are written for a court directed winding up.

  • Signers Must Be Officials on Record

    Both forms will be refused if the official who signs does not match an official on record for the entity, and form 08-407 requires the signatures of the majority of the directors currently on record. A corporation whose board has changed must first file form 08-0408, Notice of Change of Officials, at $25. No notarization, acknowledgment or penalty-of-perjury declaration appears on either form; AS 10.06.825 instead makes a knowingly false material filing a class A misdemeanor.

  • Two Year Window and the Certificate of Dissolution

    Part VII of form 08-406 makes the filer elect either to submit form 08-407 now or within 2 years. Miss it and AS 10.06.633(a)(4) lets the Division dissolve the corporation involuntarily for failing for two years to complete dissolution under a certificate of election. Existence then ceases only when the Division issues a certificate of dissolution (AS 10.06.625), after which AS 10.06.678 keeps the corporation alive to wind up and defend claims while barring it from commencing most court actions.

Frequently Asked Questions