How to Dissolve an Alaska Corporation in 2023

The Basics of Dissolving an Alaska Corporation

In general, every dissolution follows the same basic structure, with 5 basic steps. There are, of course, a lot more “nuts and bolts” to the process (read more about them here), but for now, let’s get a bird’s eye view:

• Vote to dissolve the corporation: Corporations are not solo endeavors, and ending them isn’t one individual’s call. First, your board will need to convene and vote on a motion to dissolve the corporation. After that, some corporations will need to have their shareholders vote for the dissolution as well (depending on the corporation’s bylaws).
• File the dissolution paperwork: Once your corporation’s members have decided to dissolve, you’ll reach out to the Division of Corporations and fill out the appropriate Articles of Dissolution and the Certificate of Intent to Dissolve.
• Fulfill your tax obligations: Your corporation will need to pay any taxes due to the IRS and the Alaska Department of Revenue. This can be a multi-step process as you liquidate assets and pay any creditors.
• Cancel licenses and close accounts: If your corporation maintains any licenses or permits, this is the time to cancel them so you aren’t charged renewal fees. You should also close down accounts with vendors and your bank (once your financial affairs are settled).
• Notify your stakeholders: A dissolving corporation must settle any financial debts, liquidate its assets, and distribute the appropriate funds to its shareholders. Stakeholders must be notified so they can lay claim to their share in a timely fashion.

That’s the gist of dissolving an Alaska corporation. But before you can truly start the process, you’ll need to answer one important question.

Who’s Dissolving the Alaska Corporation?

Two key groups can dissolve a corporation: the incorporators and the initial board of directors or the shareholders. The group initiating the dissolution slightly affects how you file with the Division of Corporations. So let’s talk about each.

Dissolving an Alaska corporation by the incorporators or initial board of directors

In some cases, a corporation might decide to dissolve before they really get things up and running. More specifically, if a corporation hasn’t issued shares of stock or conducted any business yet, then the incorporators or initial directors will be the ones who vote to dissolve the corporation.

Once the dissolution vote passes, the corporation will have two forms to file. First comes the Certificate of Election to Dissolve. Here’s the information this form requires:

• Name of the corporation
• Your Alaska Entity Number
• Name, address, and title of the officers, directors, or shareholders
• Confirmation that the board of directors voted to approve the dissolution
• Signature of at least a majority of the directors approving the dissolution
• Completed contact information sheet

This form has a $10 fee. It can be filed in advance of or in conjunction with the next form, the Articles of Dissolution. This requires some information as well:

• Name of the entity
• Your Alaska Entity Number
• Attestations that the entity is in good standing and has met its responsibilities
• An attestation that all debts and liabilities are paid OR a plan detailing how you will pay them
• Name and mailing address of persons assuming liability for any financial responsibilities
• Description of what will occur or has occurred with remaining assets
• Confirmation that you are filing the Certificate of Election to Dissolve or that you already have
• Name and signature of a majority of your current directors
• Completed contact information sheet

This second form has a $15 fee. Once both forms are completed, you can submit them to the Division of Corporations. Most documents are processed within 10-15 business days.

Dissolving an Alaska corporation by the shareholders

In a corporation that has issued shares, the dissolution process looks a tad different. In most cases, the board votes for a motion to dissolve the corporation. Then that vote is brought before the shareholders for approval.

Once approval is obtained, the corporation proceeds to file the same forms, the Certificate of Election to Dissolve and the Articles of Dissolution (linked above). The only key differences are how you fill in these sections:

• A description of the vote for dissolution (includes shareholders instead of directors only)
• A confirmation that assets have been distributed to the shareholders

The filing fee is still $25 total: $10 for the Certificate and $15 for the Articles of Dissolution. Processing speed averages between 10-15 business days.

What About Administrative Dissolutions?

Sometimes, the state of Alaska may force a corporation to dissolve against its will. Usually, this happens because a corporation hasn’t filed its annual report, paid its taxes, maintained its registered agent, renewed appropriate licensure, or some other clerical error. A corporation may also be dissolved for any activities that are ruled fraudulent or otherwise harmful to the public.

In most cases, these corporations can be restored and resume business. The process can be quite a hassle, but it is manageable. First, a corporation must resolve whatever issue caused its dissolution. A corporation with defunct annual reports, for example, would need to submit the reports and pay any missing fees (plus late fees).

After that, you’ll need to email the Corporations Section and request reinstatement, including your corporation’s name, your Alaska Entity Number, and the date you were involuntarily dissolved. The state will reply with further instruction.

Please note that you must complete this process within 2 years of your involuntary dissolution. Any later than that, and you’ll have to start a brand-new corporation instead.

It’s far easier to avoid dissolution entirely; remain compliant with your corporation, and you can skip this step completely.