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Notice of Office Closure

The Alaska Department of Commerce, Community and Economic Development offices will be closed to the public on November 23rd and 24th. We will be closed November 23rd in observance of the Thanksgiving holiday and November 24th is an unpaid furlough day for employees to reduce state expenses.

Business Licensing

Business Structure FAQs

Business structure (also called business form or type) refers to the way a business is organized in terms of leadership, direction, liability, taxes, etc.

As a new business owner one of the fundamental decisions you face is choosing the correct business structure based on your specific business needs.

When choosing your business structure, it’s important to identify the needs and goals of your business. Some factors to consider include:

  • Size of the business (number of owners, member, directors, officials, etc.)
  • Type of business activity
  • Control of the business
  • Transferability
  • Type of ownership (owner, member, shareholder, etc.)
  • Liability
  • Distribution of profits and losses
  • Taxation

The type of business structure you choose will have significant legal and tax implications. You are encouraged to seek the advice of a professional, such as a Certified Public Accountant (CPA) and/or Attorney to help you determine which business structure best fits your specific business needs.

After you have chosen your business structure, learn more about registering your business with the Division of Corporation, Business and Professional Licensing, prior to engaging in business activity, by going to How to Get Started.


This Division does not provide legal advice. The information contained within these webpages is provided for your convenience and is not to be interpreted as legal advice. It is your responsibility to know what your registering, reporting and filing requirements are based on your specific business activities. Not knowing what is expected of you may not preclude you from the legal obligation to meet these requirements and compliance with the law. You are encouraged to seek the advice of a professional, such as a Certified Public Accountant (CPA) and/or Attorney if you need additional assistance.


Entity Type Frequently Asked Questions

1.   Business Owner Names, Business Names, DBA names and exclusive rights?

Selecting your business name is like laying the cornerstone on a building. Once in place, the entire foundation of the business (i.e. operations, advertising, banking, taxes, assets, etc.) aligns with that specific “cornerstone”. For more information, go to: Selecting a Name for Your Business

Business License name requirements:

  • Per 12 AAC 12.020(a) a business license is required for each [different] business name under which an applicant seeks to engage in business.
  • Per 12 AAC 12.020(g) in advertising and operating a business must [mandatory] use the business name [exactly] as it appears on the business license.

Business name and DBA name options:

Option #1:
A business owner may advertise and operate in the exact same name as the business owner, for example:

  • Sole Proprietor: James K. Smith (owner) advertising and operating as “James K. Smith”.
  • Partnership: John and Mary Jones (owners) advertising and operating as “John and Mary Jones”
  • Entity (corporation, LLC, LLP, LP, etc.): Cookies INC (owner) advertising and operating as “Cookies INC”
  • Other (trust, tribe, village, etc.): Smith Family Trust (owner) advertising and operating as “Smith Family Trust

Option #2:
“DBA” (doing business as) is when a business owner chooses to advertise and operate in an alternate/different name than the name of the business owner, for example:

  • Sole Proprietor: James K. Smith (owner) doing business as “Smith Auto Shop”
  • Partnership: John and Mary Jones (owners) doing business as “Alpine Construction”
  • Entity (corporation, LLC, LLP, LP, etc.): Cookies INC (owner) doing business as “Sweet Treats”
  • Other (trust, tribe, village, etc.): Smith Family Trust (owner) doing business as “Smith Investments”
  • IMPORTANT: Only put the exact name you will be operating and advertising in item # 1 on a new business license application. Do not include acronyms like “DBA” or “AKA” in the title of your business unless that is the exact name you will operate and advertise, such as “James K. Smith DBA Smith Auto Shop”.

Business name exclusive rights:

Having a business license does not give you exclusive rights to the business name on the business license. Under Business Licensing Statutes AS 43.70 there are no restrictions on how many business licenses may have the same name; thus there may be multiple business licenses with the exact same name owned by different people. Exclusive rights, which are exercised through the courts system, may be obtained under Corporation statutes AS 10.06. For more information see below:

  • Are you an entity (i.e. corporation, LLC, etc.) which advertises and operates under the exact legal name of your entity?
    • The legal name of the following entity types are registered automatically upon incorporation or organization by the Division: corporations; limited liability companies; limited liability partnerships; limited partnerships; cooperatives; non-profit corporations; Alaska religious corporations; professional corporations; or BIDCOs.

2.   What is the difference between “unincorporated” and “incorporated”?

There are two classes of businesses: incorporated and unincorporated.

  • An unincorporated business (such as a sole proprietor or partnership) has not been granted formal corporate status by the state and is simply an extension of its owners. Unincorporated business owners control the finances of the business and are generally personally liable for the business’s profits, losses, lawsuits and liabilities.
  • An incorporated business (such as business corporation, LLC, LLP, LP, etc.) is an independent legal entity, which exists separately from its owners, and has registered with the Corporations Section of this office. Generally an incorporated business is held accountable for the corporation’s profits, losses, lawsuits and liabilities.

NOTE: for federal tax purposes, the Internal Revenue Service has separate entity classification rules pertaining to unincorporated businesses and incorporated entities; for more information go to: IRS

IMPORTANT: The business class (incorporated or unincorporated) and business structure you choose will have significant legal and tax implications. You are encouraged to seek the advice of a professional, such as a Certified Public Accountant (CPA) and/or Attorney to help you determine which business class, and subsequent business structure, best fits your specific business needs.

3.   What is a Sole Proprietorship?

A sole proprietorship is an unincorporated business owned and run by one (1) individual with no distinction between the business and the owner. Because there is no legal distinction between the owner and their business, a sole proprietorship is not considered a separate legal “person” or entity.

Management:
A sole proprietorship is controlled by the one (1) individual owner.

Liabilities:
The sole individual owner is personally liable for the debts and liabilities of the business. This means the owner of a sole proprietorship runs the risk of losing their own personal property due to business debts and liabilities. For more information consult an attorney.

Taxes:
The business owner’s profits are taxed at the owner’s personal tax rate. If you operate the business on a day to day basis, you may be subject to self-employment taxes. For more information regarding Federal taxes go to: IRS. For more information regarding local taxes, including sales tax, contact your local municipality or government. For further assistance consult a tax accountant or CPA.

How to get started with this Division:
After you have chosen your business structure, to learn more about registering your business prior to engaging in business activity with the Division of Corporation, Business and Professional Licensing, go to: How To Get Started.

Tip: Filings to the different sections of this division may be submitted at the same time.

For additional information about sole proprietorships, including Senior Discounts and Disabled Veteran Discounts, go to Business Licensing FAQs, and see question #6.

4.   What is a Partnership (also known as a General Partnership)?

A partnership is an unincorporated business, which consists of two or more “persons” (individual or entity) who share ownership. A partnership can be formed with or without a partnership agreement. Each partner contributes to all aspects of the business, including money, property, labor or skill. In return, each partner shares in the profits and losses of the business.

Management:
A partnership agreement (which the partnership keeps and maintains) may designate who controls and managed the business. If there is no partnership agreement then the partners may share equal business control and management rights. If a partner dies or leaves the partnership then the partnership dissolves, unless the partnership agreement contains provisions permitting the partnership to continue to exist. Note: per 12 AAC 12.050 a change in owners of a business requires a new business license.

Liabilities:
The partners are liable together and individually for all the partnership’s debts and liabilities of the business. This means each partner runs the risk of losing their own personal property due to business debts and liabilities. For more information consult an attorney.

Taxes:
Each partner is taxed separately and pays taxes on their share of the business income. The partnership itself needs to report its operating losses and profits to the IRS. For more information regarding Federal taxes go to IRS. For more information regarding local taxes, including sales tax, contact your local municipality or government. For further assistance consult a tax accountant or CPA.

How to get started with this Division:
After you have chosen your business structure, to learn more about registering your business prior to engaging in business activity with the Division of Corporation, Business and Professional Licensing, go to: How To Get Started.

Tip: Filings to the different sections of this division may be submitted at the same time.

5.   What is a Limited Partnership (LP)?

A limited partnership is a form of partnership which consists of two or more limited partners AND one or more general partners. The general partner and limited partner is a “person” (individual or entity) admitted to an LP.

Management:
The general partners make the management decisions and control the LP. The limited partners are limited to their own investment in the LP. The limited partners may only participate marginally in the business. If the limited partners participate too much in the running of the business they may lose limited partnership status. A partner may withdraw from the LP without subjecting the entity to automatic dissolution.

Liabilities:
The general partners assume all of the risk, debts and liabilities of the LP. The limited partners only risk their financial contribution. Limited liability does not shield owners of the LP from the general partner, limited partner or the LP’s negligence liability. For more information consult an attorney.

Taxes:
Each partner maybe taxed separately and pays taxes on their share of the business income. For more information regarding Federal taxes go to IRS. For more information regarding local taxes, including sales tax, contact your local municipality or government. For further assistance consult a tax accountant or CPA.

How to get started with this Division:
After you have chosen your business structure, to learn more about registering your business prior to engaging in business activity with the Division of Corporation, Business and Professional Licensing, go to: How To Get Started.

Tip: Filings to the different sections of this division may be submitted at the same time.

6.   What is a Limited Liability Partnership (LLP)?

A limited liability partnership is a legal business entity, a “person” by law, which exists separate from it partners.

Management:
A partner of an LLP is a “person” (individual or entity) admitted to the LLP. All partners of an LLP may actively participate in the management of the business. The roles of each partner are defined in the limited liability partnership agreement, which the LLP keeps and maintains.

Liabilities:
Partners’ liability may be limited to their contribution. Limited liability does not shield owners of the LLP from the partner, co-partner or the LLP’s negligence liability. For more information consult an attorney.

Taxes:
Each partner maybe taxed separately and pays taxes on their share of the business income. For more information regarding Federal taxes, go to: IRS. For more information regarding local taxes, including sales tax, contact your local municipality or government. For further assistance consult a tax accountant or CPA.

How to get started with this Division:
After you have chosen your business structure, to learn more about registering your business prior to engaging in business activity with the Division of Corporation, Business and Professional Licensing, go to: How To Get Started.

Tip: Filings to the different sections of this division may be submitted at the same time.

7.   What is a Limited Liability Company (LLC)?

A limited liability company is a legal business entity, a “person” by law, which exists separate from its members. An LLC shares limited liabilities features of a corporation but the management and tax efficiencies of a partnership.

Management:
An LLC must have at least one member. A member of an LLC is a “person” (individual or entity) who own interest in the LLC. An LLC may have a manager, who is not required to be a member. Managers or members manage the LLC. The internal affairs of the LLC are governed by an operating agreement, which is kept and maintained by the LLC.

Liabilities:
Members' liabilities are limited to their financial contributions. Limited liability does not shield owners of the LLC from the negligence liability. For more information consult an attorney.

Taxes:
LLCs have an array of tax options. For example, members may file taxes as one of the following, but not limited to: single member LLC taxed as sole proprietorships; partners in an LLC taxed like a traditional partnership; or LLC taxed as a corporation, including S-Corp. For more information on how the IRS classifies LLC and Federal taxes go to: IRS. For more information regarding local taxes, including sales tax, contact your local municipality or government. For further assistance consult a tax accountant or CPA.

How to get started with this Division:
After you have chosen your business structure, to learn more about registering your business prior to engaging in business activity with the Division of Corporation, Business and Professional Licensing, go to: How To Get Started.

Tip: Filings to the different sections of this division may be submitted at the same time.

8.   What is a Business Corporation (C-Corp)?

A traditional business corporation (also referred to as a C-Corp) is a legal business entity, a “person” by law, which exists separate from its shareholders. It is referred to as a C-Corp because this type of corporation is taxed under IRS Subchapter C. For more information regarding Federal taxes, go to: IRS.

Management:
A domestic (Alaskan) business corporation is controlled by a Board and includes, but not limited to, the following officials: president; secretary; treasurer; and at least one director. A foreign (non-Alaskan) business corporation control is established in its home state statutes and regulations. Note: most filings submitted to this office require both the president and secretary’s signatures. The president and secretary cannot be the same person unless that person is sole 100% shareholder.

Liabilities:
The business corporation, not the shareholders, is liable for actions, debts and liabilities of the corporation. Shareholder liability is limited to the amount of their investment in the corporation. Note: limited liability does not shield owners of the business corporation from the negligence liability. For more information consult an attorney.

Taxes:
A C-Corp is subject to “double-taxation” which means the C-Corp pays taxes on the corporation’s income and the shareholders pay taxes on their personal taxes for distributions received from the corporation. For more information regarding Federal taxes go to IRS. For more information regarding local taxes, including sales tax, contact your local municipality or government. For further assistance consult a tax accountant or CPA.

How to get started with this Division:
After you have chosen your business structure, to learn more about registering your business prior to engaging in business activity with the Division of Corporation, Business and Professional Licensing, go to: How To Get Started.

Tip: Filings to the different sections of this division may be submitted at the same time.

9.   What is an S-Corporation (S-Corp)?

S-corps are small business corporations, limited liability companies or partnerships which have made an “election” (request) to the IRS to be taxed as an S-Corp under Subchapter S of Chapter 1 of the Internal Revenue Code. For more information, go to: IRS

IMPORTANT: S-Corp is an IRS distinction based on how the business elects to file Federal taxes. You will register with the State of Alaska based on your entity type: small business corporation; limited liability company; or partnership.

A small business corporation is an “eligible” domestic (U.S.) corporation, limited liability company or partnership which:

  • Does not have more than 100 shareholders
  • Does not have a shareholder who is not an individual (with the exception for various tax exempt organizations, estates and trusts)
  • Does not have a nonresident alien as a shareholder
  • Does not have more than one class of stock

For more information about the types of entities eligible to elect to be treated as an S-Corp go to: IRS

Management:

How an S-CORP is managed depends upon the type of eligible entity (corporation, limited liability company or partnership) you have elected to be taxed by the IRS as an S-Corp. For business corporation management see question # 8 above. For limited liability company management see question # 7 above. For partnership management see question # 4 above.

Liabilities:
Owners’ liability is limited to the amount of their investment. Note: limited liability does not shield owners from negligence liability. For more information consult an attorney.

Taxes:
In general, S-Corporations do not pay any federal income taxes. Instead, the corporation's income or losses are divided among and passed through to its shareholders. The shareholders must then report the pro-rated income or loss on their own individual income tax returns, even if income is not distributed. For more information regarding Federal taxes go to IRS.

For more information regarding local taxes, including sales tax, contact your local municipality or government. For further assistance consult a tax accountant or CPA.

How to get started with this Division:
After you have chosen your business structure, learn more about registering your business with the Division of Corporation, Business and Professional Licensing, prior to engaging in business activity, go to: How To Get Started.

Tip: Filings to the different sections of this division may be submitted at the same time.

10.   What is the difference between a C-Corp and an S-Corp?

C-Corp and S-Corp are Internal Revenue Service (IRS) distinctions base on how the business elects to file with the IRS.

The major difference is how a C-Corp and S-Corp are taxed.

  • In a C-Corp the corporation pays taxes as an entity. Its income is taxed through the corporation rather than its shareholders. Any corporation that does not choose S-Corp tax status under the Internal Revenue Code is a C-Corp by default. For more information regarding C-Corp see question #8 above.
  • In an S-Corp the shareholders pay taxes. Its income is taxed through its shareholders rather than the corporation itself. Only corporations with a limited number of shareholders may elect S-Corp tax status under the Internal Revenue Code. For more information regarding S-Corp see question #9 above.

For more information regarding Federal taxes, go to IRS. For more information regarding local taxes, including sales tax, contact your local municipality or government. For further assistance consult a tax accountant or CPA.

Resources for additional assistance: This Division does not provide legal counsel or advice. You are encouraged to seek the advice of a Certified Public Accountant (CPA) and/or Attorney or seek assistance through other resources such as:

11.   What is a Professional (PC) Corporation?

A professional corporation is a legal business entity, a “person” by law, which exists separate from its shareholders and provides one (1) type of service which requires a professional license. All officials, directors and shareholders of a professional corporation must hold a professional license.

  • One or more persons who are licensed to render a professional service by a regulatory board (AS 10.45.050) in this state may incorporate as a Professional Corporation (PC).
              — AS 10.45.010
  • A professional corporation may render only one (1) type of professional service.
              — AS 10.45.020
  • All officials, directors and shareholders must hold a professional license in the State of Alaska, specific to the business activity of the PC, which is issued by a regulatory board in this state.
              — AS 10.45.030-.060

Professional Licensure:
For professional licensing requirements and information go to: Professional Licensing

Only Domestic (Alaskan) PC:
AS 10.45 only provides for the registration of domestic (Alaskan) professional corporations in the State of Alaska.

No Foreign (non-Alaskan) PC:
AS 10.45 does not provide any mechanism for the registration of foreign (non-Alaskan) “professional” corporations; however, if a foreign (non-Alaskan) professional corporation is recognized by its home state as a “business” corporation then it may choose to register under AS 10.06 as a “business” corporation with the State of Alaska. Evidence from the home state may be requested at registration with the Corporation Section.

Management:
A PC is controlled by a Board and includes, but not limited to, the following officials: president; secretary; treasurer; at least one director; and shareholders. Note: most filings submitted to this office require both the president and secretary’s signatures.

Liabilities:
The corporation, not the shareholders, is liable for actions, debts and liabilities of the corporation. Shareholder liability is limited to the amount of their investment in the corporation. Note: limited liability does not shield owners of the C-Corp from the negligence liability. For more information consult an attorney.

Taxes:
The IRS does not have a “professional corporation” designation. For more information regarding Federal taxes go to IRS. For more information regarding local taxes, including sales tax, contact your local municipality or government. For more information consult a tax accountant or CPA.

How to get started with this Division:
After you have chosen your business structure, to learn more about registering your business prior to engaging in business activity with the Division of Corporation, Business and Professional Licensing, go to: How To Get Started.

Tip: Filings to the different sections of this division may be submitted at the same time.

12.   What is a Cooperative (COOP) Corporation?

A cooperative is a business or organization owned by and operated for the benefit of those (i.e. members) using its services. Profits and earnings generated by the cooperative are distributed among the members, also known as user- owners.

Management:
A cooperative corporation is controlled by a Board and includes, but not limited to the following officials: president; one or more vice presidents; secretary; treasurer; and at least three directors. Note: most filings submitted to this office require both the president and secretary’s signatures.

Liabilities:
A cooperative corporation, not the shareholder, is liable for the debts and liabilities of the cooperative. Member’s liability is limited to the amount of their investment in the cooperative. Note: limited liability does not shield owners of the cooperative from the negligence liability. For more information consult an attorney.

Taxes:
A cooperative may operate as a corporation and receives a “pass-through” designation from the Internal Revenue Service (IRS). For more information regarding Federal taxes go to IRS. For more information regarding local taxes, including sales tax, contact your local municipality or government. For further assistance consult a tax accountant or CPA.

How to get started with this Division:
After you have chosen your business structure, to learn more about registering your business prior to engaging in business activity with the Division of Corporation, Business and Professional Licensing, go to: How To Get Started.

Tip: Filings to the different sections of this division may be submitted at the same time.

13.   What is a Non-profit Corporation?

Non-profit corporations are organized for some purpose other than making a profit.

Non-profit Corporations may be organized under this chapter for any lawful purpose, including, but not limited to, one or more of the following: charitable; religious; benevolent; educational; civic; patriotic; political; social; fraternal; literary; cultural; athletic; scientific; and professional, commercial, industrial, or trade association purposes.
          — AS 10.20.005

IMPORTANT-know the difference:
Not all “non-profit” corporations are “religious”; some “religious” entities may register as a “religious” corporation. One of the significant differences to consider is the management of a non-profit corporation versus a religious corporation. For more information, including the differences, go to: Non-Profit and Religious Corporations FAQs

Management:
A domestic (Alaskan) non-profit corporation is controlled by a Board of a minimum of seven (7) titled official positions: president; vice-president; secretary; treasurer; and three directors. A foreign (non-Alaskan) non-profit corporation control is established in its home state statutes and regulations. Note: most filings submitted to this office require both the president and secretary’s signatures. The president and secretary cannot be the same person.

TIP: Officials may hold more than one title, with the exception the president and secretary cannot be the same person. This means you may have a minimum of three individuals to hold the seven required titles for a non-profit.

Liabilities:
Generally the officers and directors are shielded from the liabilities of the non-profit corporation. For more information, consult an attorney.

Taxes:
The IRS grants tax-exempt status, not the State of Alaska. The IRS may have the expectation that certain language regarding the organization’s purpose, dedication, and distribution clauses are included in the articles of incorporations filed with this state for the IRS to grant tax-exempt status. For more information regarding Federal taxes go to IRS. For more information regarding local taxes, including sales tax, contact your local municipality or government. For further assistance consult a tax accountant or CPA.

How to get started with this Division:
After you have chosen your business structure, to learn more about registering your business prior to engaging in business activity with the Division of Corporation, Business and Professional Licensing, go to: How To Get Started.

Tip: Filings to the different sections of this division may be submitted at the same time.

14.   What is a Religious Corporation?

Religious Corporations may be formed for acquiring, holding, or disposing of church or religious society property, for the benefit of religion, for works of charity and education, and for public worship.
                — AS 10.40.010

IMPORTANT-know the difference:
Not all “religious” entities may register as a “religious” corporation; some may register as “non-profits” corporations. One of the significant differences to consider is the management of religious corporations versus a non-profit corporations. For more information, including the differences, go to: Non-Profit and Religious Corporations FAQs

Only Domestic (Alaskan) Religious Corporation:
AS 10.40 only provides for the registration of domestic (Alaskan) religious corporations in the State of Alaska.

Management:
A religious corporation is controlled by one person (such as an archbishop, bishop, president, trustee in trust, or presiding elder) who has been appointed/elected and in whom is vested the legal title to the property of the religious corporation.

Liabilities:
For more information, consult an attorney.

Taxes:
The IRS grants tax-exempt status, not the State of Alaska. The IRS may have the expectation that certain language regarding the organization’s purpose, dedication, and distribution clauses are included in the articles of incorporations filed with this state for the IRS to grant tax-exempt status. For more information regarding Federal taxes go to IRS. For more information regarding local taxes, including sales tax, contact your local municipality or government. For further assistance consult a tax accountant or CPA.

How to get started with this Division:
After you have chosen your business structure, to learn more about registering your business prior to engaging in business activity with the Division of Corporation, Business and Professional Licensing, go to: How To Get Started.

Tip: Filings to the different sections of this division may be submitted at the same time.

15.   What is a Public Corporation?

Public corporations are government-owned corporations which engage in activities benefiting the general public, usually while remaining financially separate and distinct from the state.

Some of the State of Alaska public corporations, which were created by the Legislature and established in Alaska statues, include the following:

For more information, go to: Alaska State Legislature

16.   WHAT NEXT, after you have chosen your business structure?

Navigating the local, state, national and federal start up requirements for your business can be difficult.

It is your responsibility to know which agencies you may need to register, report, or file with, based on your specific business activities. Not knowing what is expected of you may not preclude you from the legal obligation to meet these requirements and compliance with the law.

This Division does not provide legal counsel or advice. The information contained within these web pages is provided for your convenience and is not to be interpreted as legal advice. For additional assistance you are encouraged to see question #17 below and seek the advice of a professional, such as a Certified Public Accountant (CPA) and/or Attorney.

As a courtesy below is a list of other agencies you may need to work with based on your business activities, including but not limited to:

Occupational and Professional Licensing – Local, State and National:

  • Check with your local government or municipality for any professional licensing requirements.
  • State of Alaska - Division of Corporation, Business and Professional Licensing, go to: How To Get Started
  • Check for any state and/or national professional association requirements based on your business activities.

Entities:

  • Check with your local government or municipality for any licensing requirements.
  • State of Alaska - Division of Corporations, Business and Professional Licensing, go to: How To Get Started

Business Licensing – Local & State:

  • Check with your local government or municipality for any licensing requirements.
  • State of Alaska - Division of Corporation, Business and Professional Licensing, go to: How To Get Started

Made in Alaska?

Will you have employees?

Taxes – Local, State & Federal:

Additional requirements based on your business activities, including but not limited to:

Check with your local government or municipality for any additional licensing requirements based on your business activities.


17.   Need additional assistance?

This Division does not provide legal advice. The information contained within these webpages is provided for your convenience and is not to be interpreted as legal advice. It is your responsibility to know what your registering, reporting and filing requirements are based on your specific business activities. Not knowing what is expected of you may not preclude you from the legal obligation to meet these requirements and compliance with the law. You are encouraged to seek the advice of a professional, such as a Certified Public Accountant (CPA) and/or Attorney if you need additional assistance.