There are lots of milestones when you become a new business owner, and it may include legally registering your business with the state, writing a business plan, and more. Eventually, corporations and limited liability companies (LLCs) will also need to file an Alaska biennial report.
As it says in the name, these reports are due every two years. They’re filed through the Alaska Division of Corporations, Business, and Professional Licensing. This is part of the Department of Commerce, Community, and Economic Development.
If you’ve never filed a biennial report in the state of Alaska, it may feel like a daunting process, especially because an incomplete or incorrect filing can impact your good standing with the state. Thankfully, the forms are pretty straightforward, and this guide can help you through the process.
The Alaska biennial report is a form that LLCs and corporations must file every two years as a means of keeping the state up to date on key information. The form is filed with the Division of Corporation, Business, and Professional Licensing. This process is mostly done online through the state’s filing system using a business entity number or your business’s full name.
The main purpose of this report is to keep the state updated about contact information like the names and addresses of members, managers, officers, and directors. Also, if your company issues shares, it asks for the amount of shares your company issued.
This report is a requirement for profit corporations, professional corporations, limited liability companies (LLCs), limited liability partnerships (LLPs), non-profit corporations, cooperatives, and religious corporations.
When you first form your entity, you are expected to file an initial report before you settle into the biennial filing schedule. After your initial filing, you’ll file at the same time every other year. There are different forms for your initial filing and your biennial filing.
Biennial reports in Alaska are very similar between a corporation and LLC. Both need to provide information about their principals and addresses, but corporations have to include additional info. This includes how many shares are issued, the names of shareholders who own more than 5% of the issued shares, as well as a list of alien affiliates of the company. An alien affiliate is a foreign person or company (i.e., outside of the state) that works on behalf of the entity.
Nonprofit corporations will also need a total estimated valuation of the personal property owned by the nonprofit.
You can use the biennial report to make changes in your principals, like officially adding new members to your board. Unfortunately, you cannot update your registered agent info using Alaska’s biennial report. Instead, you’ll need to file a Statement of Change form and pay an associated fee. If you need to make changes between biennial reports, such as for correcting errors, you’ll need to file an amended biennial report. Each type of business entity such as for-profit, nonprofit, domestic, foreign, LLC, and corporation have different forms for amendments and statements of change. For the appropriate form for your business, see the Department of Commerce’s website.
Biennial reports are filed through the Department of Commerce, Community, and Economic Development’s Division of Corporations, Business, and Professional Licensing. Filing is typically done online, but you can also do it by mail or fax. If you want to file online, you can do so on the Department of Commerce’s website. Domestic entities will have to file an initial report if they haven’t filed a biennial report in the past.
If you want to file through the mail or fax, you’ll still need to go to the Department of Commerce’s website. Instead of clicking “file online” after you type in your entity number, you’ll click “print form.” After that, you can print and fill out your form, then fax it to the Juneau office at (907) 465-2974 or mail it along with your payment to the Department of Commerce, Community, and Economic Development Division of Corporations, Business, and Professional Licensing.
Report filing online is the quickest option, since online reports are processed instantly. If you file by mail or fax, you can expect a delay of at least 15 days if you file in October through February. Processing should take between 10 to 15 days in March through September.
Your biennial report due date depends on the year you made your initial filing. If you initially filed on an odd-numbered year, your report will be due every odd-numbered year. If you initially filed on an even-numbered year, your report will be due every even-numbered year.
Reports are due by January 2 for all entity types except nonprofits. Nonprofits must file by July 2. You can file as early as three months in advance, but there will be penalties for late filing.
Alaska has late fees that vary between domestic and foreign business entities. Domestic entities that file after February 1 must pay a $37.50 late fee. Foreign entities that file after February 1 will pay a $47.50 late fee. Nonprofits are the exception, as their late fee (for filing after August 1) is $5.
Biennial reports are subject to state fees. There’s no charge to file an initial report, but the subsequent biennial report fees are as follows:
Online filings are non-refundable and you can pay via credit card. To pay for a mailed or faxed form, you’ll need to include a Credit Card Payment Form along with your filing. The Department of Commerce accepts Visa, American Express, Discover, and MasterCard.
Before you file your biennial report, you’ll need to collect some information. In order to find your business in Alaska’s system, you’ll need to know your Alaska Entity Number. If you don’t know it, you can search for your number using your business’s name. However, dissolved or revoked entities won’t be displayed, which could be a problem if you’re trying to file a late report to reinstate your business. Beyond that, you’ll need the following:
Domestic corporations must have a president, secretary, treasurer, and at least one director listed. The secretary and president can’t be the same person unless the president is a 100% shareholder. Additionally, corporations will need to list:
LLCs, on the other hand, will have to list all members and the percentage of the business each of them own. There must be at least one member on file.
The standard processing time for a mail or fax filing is 10 to 15 days, but this window increases during the Department of Commerce’s busy season in October through February. Online filings are processed immediately. You should receive an email confirmation once your filing is successfully completed, and you can print out a Certificate of Compliance, which is used as proof that your company is in good standing with the state, immediately after your payment is accepted.
Beyond that, biennial reports become public information and anyone can obtain them through the Department of Commerce’s corporations database search.
If you miss the deadline to file your report, there is a month-long grace period. After that, you must pay a late fee of $37.50 (for domestic entities) or $47.50 (for foreign entities). Nonprofits have a $5 late fee. The real problems begin when you fail to file your biennial report entirely.
Per Alaska statute, corporations and LLCs will become delinquent if they fail to file by February 1. The Division of Corporations will mail you a notice and give you 60 days to respond. If you don’t respond and fail to file your report within six months of the due date, your business will be revoked or dissolved. You’ll need to pay all the fees and fines, and then file all the missed reports before you can apply for reinstatement. Domestic corporations may face an additional late fee of 10% of the amount of the business tax assessed against it starting on January 1 of the year they failed to file.
A dissolved LLC or corporation loses all liability protection and special tax status. Entities can only be reinstated within two years of being involuntarily dissolved. You can visit the Department of Commerce’s website for more instructions. If it’s been more than two years, you’ll have to file new Articles of Organization or Articles of Incorporation.
If you have problems filing your biennial report, you can contact the Division of Corporations. Emailing them at email@example.com is their preferred method, and you should put your business’s name and entity number in the subject line. You can also reach them by phone at (907) 465-2550.
All for-profit domestic entities (in state) pay $100 to file an Alaska biennial report, while for-profit foreign entities (out of state) pay $200 to file a biennial report. The initial filing required of domestic entities is free of charge. Nonprofits pay $25 to file.
Failure to file a biennial report will result in a late fee of $37.50 (domestic entities), $47.50 (foreign entities), or $5 (nonprofits). As mentioned above, domestic corporations may have an additional late fee of 10% of the amount of the business tax assessed against it starting on January 1 of the year they failed to file.
If you fail to file your report at all, your business could be involuntarily dissolved or revoked. You would then lose any liability protection or special business tax designation.
Unless you’ve formally dissolved your company with the state, you’ll still be subject to late fees for not filing.
Online reports are filed instantly, but mailed or faxed reports generally take between 10 and 15 days to process, sometimes longer if you file in October through February.
New domestic businesses must file an initial report, which sets the due date for their subsequent biennial reports.
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