Corporations

Non-Profit and Religious Corporations FAQs


  1.   What are the differences between a non-profit corporation and a religious corporation?

Difference in Purposes:

  • Non-Profit Corporation, per AS 10.20.005, may be organized under this chapter for any lawful purpose, including, but not limited to, one or more of the following:
    • charitable;
    • religious;
    • benevolent;
    • eleemosynary;
    • educational;
    • civic;
    • cemetery;
    • patriotic;
    • political;
    • social;
    • fraternal;
    • literary;
    • cultural;
    • athletic;
    • scientific;
    • agricultural;
    • horticultural;
    • animal husbandry;
    • and professional, commercial, industrial, or trade association purposes.

      Trade unions and other labor organizations may also be organized under this chapter, but cooperative corporations, electric and telephone cooperatives, and organizations subject to state insurance or banking laws may not be organized under this chapter.
  • Religious Corporations, per AS 10.40.010, 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.

Difference in who has authority to control or manage the affairs of the corporation:

  • A non-profit corporation is managed by a board.
    • Per AS 10.20.081 the affairs of a non-profit corporation shall [mandatory] be managed by a board of directors.
    • Per AS 10.20.086 the number of directors of a non-profit corporation shall be at least three.
    • Per AS 10.20.121 the officers of a non-profit corporation consist of a president, one or more vice presidents (as prescribed by the bylaws), a secretary, and a treasurer. Two or more offices may be held by the same person, except the offices of president and secretary.
      • Tip: this means that a non-profit must have and maintain a minimum of seven (7) titled official positions which require a minimum of three (3) individuals to fill all positions.
  • A religious corporation is controlled by one person.
    • Per AS 10.40.020 an archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, of a church or religious society, who has been chosen, elected or appointed, in conformity with the constitution, canons, rites, regulations, or discipline of the church or religious society, and in whom is vested the legal title to the property of the church or religious society, may execute written articles of incorporation in triplicate, acknowledged before an officer authorized to take acknowledgments.
    • Per AS 10.40.080 All deeds and other instruments of writing shall be made in the name of the corporation and signed by the person representing the corporation in the official capacity designated in the articles of incorporation.

Additional Differences:

  2.   How do I obtain tax exempt status?

The State of Alaska does not grant tax-exempt status.  Tax-exempt designation comes from the U.S. Department of Treasury, Internal Revenue Service.

IMPORTANT: The IRS has specific filing time frames and language expectations for obtaining tax exempt status from the IRS. For more information you are strongly encouraged to visit the IRS websites.

TIPS:

  1. RESEARCH: to determine the specific IRS filing time frames and IRS language requirements for the particular tax exempt status you desire for your organization;
  2. STATE: File articles of organization (include the appropriate required IRS language) with this office to obtain an Alaska Entity Number;
  3. FEDERAL: File with the IRS requesting the desired tax exempt status and include the required documents filed for record with the State of Alaska as evidence to support your request to the IRS;
  4. OTHER AGENCIES: File with the other agencies, such as, but not limited to:

The State of Alaska Corporations Section strongly encourages you to visit the IRS websites before proceeding:

The IRS provides specialized assistance to tax-exempt organizations, call 877-829-5500 (Monday through Friday, 8 a.m. to 5 p.m. local time. Residents of Alaska follow Pacific time.)

The IRS provides web based training modules & mini courses online at www.stayexempt.irs.gov.

The above IRS tax-exempt information is provided by the Corporations Section as a courtesy.  You are strongly advised to research the requirements to obtain tax-exempt status from the IRS and how the contents of your filing(s) with the State of Alaska may impact your tax-exempt eligibility with the IRS.  If you require assistance, you are advised to seek the services of an attorney or other qualified professional specialized in the area of tax-exempt non-profits.

  3.   Additional State of Alaska resources for charitable organizations:

Division of Corporations, Business and Professional Licensing:

  • Corporation Section
    To maintain a status of Good Standing with this division, and avoid involuntary dissolution, file the required documents. For more information please go to Notice: The Entity’s Responsibility.
  • Business License Section
    Alaska Statute AS 43.70.020 requires you to obtain an Alaska Business License before you engage in business activity. For more information please go to the Business Licensing Section.

Department of Law:

  • Alaska law requires charitable organizations and paid solicitors to register with the Dept. of Law. For more information please go to Charities and Paid Solicitors.

Department of Revenue:

  • Gaming permits - (i.e. bingo, raffles, lotteries, ice classics, pull-tab, etc.) are issued by the Tax Division of this department. For more information please go to Tax Division.
  • Pick Click Give - to find out more information, including how to register, please go to Permanent Fund Dividend Division.

  4.   What is a non-profit community association?

The Division of Community and Regional Affairs has prepared a helpful resource:

    Non-Profit Community Association Handbook which includes information, such as: what/why a nonprofit community association; duties; powers; incorporation; bylaws; and an effective nonprofit community association.

For additional questions you may wish to contact the Division of Community and Regional Affairs or one of their staff located across the state.

  5.   TIPS to maintain Good Standing

Entities, particularly non-profits corporations, may sometimes struggle with maintaining a status of Good Standing with the Corporations Section due to potential loss of knowledge or experience with the frequent change in board members. The following information is provided for your convenience and is not to be interpreted as legal advice. This Division does not provide legal advice.

Tips to help maintain a status of Good Standing with the Corporations Section:

  1. IF the entity is a domestic (Alaskan) non-profit, after filing the Articles of Incorporation then immediately file online the Initial Report. The Initial Report provides the officials of the entity. Identifying the officials will have significantly impact on the business needs of the entity, other agencies and businesses (such as banks) use this information to determine who has authority to act on behalf of the entity.
    1. Note: Failure of a domestic (Alaskan) non-profit to file the Initial Report within 6 months of the Articles of Incorporation being filed for record may result in involuntary dissolution and the entity will cease to exist in the State of Alaska.

  1. Consider, for clarification of responsibilities, in the bylaws assign the duties of the statutory required reports and filings to a specific officer of the board. For reporting and filing information, go to:
    The Entity’s Responsibility
    1. Note: Do not submit bylaws to this office. The entity is responsible for keeping the bylaws and making them available upon request. For more information on the entity’s responsibility to keep, maintain and make available books and record go to:
  1. Consider, for accountability purposes, making statutory required reports and filings actionable items which must be reported at board meetings. Put these on the board meeting agenda to report these actionable items prior to filing and after they have been filed for record.
  1. Consider, for tracking purposes, creating a board calendar for planning when to take action on statutorily required reports and filings and put the calendar on the agenda for all board meetings.
  1. Consider, to align close to reporting dates, making the date of the board annual elections (per AS 10.20.096) just prior to July:
    1. If the non-profit was created in an even-numbered year,
      then the biennial report is due July 2nd of every even-numbered year.
    2. If the non-profit was created in an odd-numbered year,
      then the biennial report is due July 2nd of every odd-numbered year.
  1. When changing officers and directors in-between biennial reports, for compliance purposes, then file a Notice of Change of Officials along with the $25 filing fee. The Notice of Change of Officials can be found online at Corporations Forms & Fees. Consider Tips #1 and #2 to help with this filing.
    1. Note: A non-profit must statutorily have at least the following officers: president, vice-president, secretary, treasurer and three directors.
    2. Failure to report a change in officials may result in involuntary dissolution or revocation and the entity will cease to exist in the State of Alaska.
  1. Consider, to ensure continual compliance, reviewing and updating registered agent information annually. If there is a change in the registered agent information, then file a Statement of Change along with the $25 filing fee. The Statement of Change can be found online at Corporations Forms & Fees. Consider Tips #1 and #2 to help with this filing.
    1. Note: failure to report a change in the registered agent information may result in involuntary dissolution or revocation and the entity will cease to exist in the State of Alaska.
  1. Consider, for understanding statutory requirements, having all new board members and new registered agents read:
    1. The Entity’s Responsibility
    2. Non-Profit and Religious Corporations
    3. The applicable statutes and regulations:

  6.   What if I have a complaint against a non-profit or a religious corporation?

For anyone with concerns or issues with an entity we encourage you to seek legal counsel.

The Corporations Section of the Division of Corporations, Business and Professional Licensing is mainly a filing agency. This means, IF an entity provides their filings complete and compliant according to statutes (AS 10) and regulations (3 AAC 16) THEN the Corporations Section may file it for record.

IMPORTANT: AS 10 does not give the Corporations Section of this Division the jurisdictional authority to adjudicate over issues or concerns regarding an entity’s internal operations. The authority to adjudicate over these issues rests with the Alaska Court System which may, as a result of a court case, issue a court order for whatever action the court deems appropriate.

Anyone seeking to resolve issues with an entity are encouraged to:

  • review Alaska Statutes and Regulations AS 10;
  • contact the entity directly (tip: submit your request in writing and reference the specific statute for the right you are seeking to exercise);
  • seek legal counsel; and/or
  • seek restitution through the Alaska Court System.

For more information go to: Complaint FAQs


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.


Contact Us:

If you have questions you can reach us at either the Juneau or Anchorage phone numbers listed below or by emailing us at: corporations@alaska.gov