How to Move an LLC to Alaska

An out-of-state LLC can change its state of organization to Alaska through statutory domestication. Alaska domestication is a legal transaction that changes an LLC’s state of organization, the state whose law primarily governs the company. An out-of-state LLC, also called a foreign LLC, that domesticates to Alaska becomes an Alaska LLC governed by the Alaska Revised Limited Liability Company Act (Alaska Stat. §§ 10.50.010 through 10.50.995).

The LLC is otherwise the same business entity before and after the domestication process. Whether the domestication can proceed also depends on the laws of the state the LLC is leaving. To find out whether your LLC qualifies and what the process involves, request a free analysis of your LLC move.

An out-of-state LLC that domesticates to Alaska remains the same company during and after the domestication process. It keeps the same assets and liabilities, business history, and taxpayer identity. The difference is that after completing the domestication, the LLC’s state of organization is Alaska, and the Alaska Revised Limited Liability Company Act primarily governs the company.

Why Business Owners Move LLCs to Alaska

An Alaska LLC domestication may make sense if a business owner moves to Alaska or if the owners prefer to have Alaska law govern the company. An owner might transfer an LLC to Alaska for any of the following reasons:

• Owner convenience. An LLC owner who moves to Alaska may find it more convenient to have the company governed by Alaska law. For example, communications with state government agencies may be simpler to coordinate.
• Professional networking. Local professionals based in Alaska are more likely to be familiar with Alaska law. So, finding reliable lawyers, accountants, and other business professionals will be easier for an Alaska LLC.
• Reduced filing requirements and fees. Domestication to Alaska may reduce an LLC’s annual reporting and fee requirements. A business that is physically located in one state but organized in another state typically has to file annual reports in both states. Alaska only requires LLC reports once every two years. Domestication to Alaska may reduce an out-of-state LLC’s reporting burden if the company no longer needs to file in the original state.
• Tax advantages. Domestication to Alaska can save a company on taxes if it will no longer owe taxes in the original state. A state’s power to tax a company requires a sufficient connection, called a nexus, between the state and the company. An Alaska LLC domestication may result in lower overall business taxes if the move breaks the taxable nexus with the original state. Alaska also has no individual income tax and no state sales tax; only local sales tax applies in some areas. So, owners may reduce their personal taxes by moving a business to Alaska.
• Legal advantages. Alaska’s legal and regulatory atmosphere is generally considered pro-business. A domestication to Alaska may be a good business decision if Alaska’s Revised Limited Liability Company Act and other business laws work well with the LLC’s business plan.

Benefits of Alaska LLC Domestication

Alaska LLC domestication is designed to be an uncomplicated, inexpensive process for formally moving a business to Alaska. While there are other methods of achieving the same goal, domestication offers several advantages that make it the best approach in most cases.

• The LLC’s identity and EIN are unchanged. An LLC that goes through a domestication remains the same entity during and after the transfer. It keeps the same tax identity and Employer Identification Number (EIN). The consistency avoids administrative confusion and bureaucratic hurdles.
• The LLC retains its bank accounts or other assets. An out-of-state LLC that domesticates to Alaska continues to own all the same assets. It can keep its same bank accounts, and there is no need to sign deeds or transfer instruments. The LLC also owes all of the same debts after domestication.
• Existing contracts are unaffected. A domestication does not alter the LLC’s contractual rights or obligations. Existing contracts stay in place, and the company can continue its business relationships. Employment relationships are also unchanged, so there is no need to fire and re-hire employees.
• The company continues day-to-day operations. The domestication process does not interfere with an LLC’s ordinary operations. The company can remain open-for-business throughout the domestication.
• Dissolution is unnecessary. An out-of-state business that domesticates to Alaska does not need to wind up affairs or dissolve the LLC in its current state. The company simply files the necessary paperwork with the current state to reflect the domestication. The LLC may register as a foreign entity in the original state, but that is only needed if it will continue to do business there.

Alaska LLC Domestication Requirements

Alaska LLC domestication under Alaska Stat. § 10.55.501(b) is not available for every out-of-state LLC. An LLC domesticating to Alaska must comply with both Alaska law and the current state’s law. Alaska law controls the process and documents filed in Alaska and determines the domestication’s legal effects.

The current state’s law governs whether the LLC can domesticate to Alaska, the content of the written plan of domestication if required, the standard under which the LLC’s members or managers must approve the plan of domestication, and the effective date for the domestication.

Eligibility for Alaska LLC Domestication

An LLC considering domestication to Alaska must confirm that it is eligible for the process. The principal requirement is that the current state must authorize LLC domestications. Not all states do. The current state may call the process domestication, conversion, or another name. The important part is that the state must have a statutory procedure that lets an LLC organized in that state change its domicile to a new state.

An out-of-state LLC must also verify that its type of business is lawful for Alaska LLCs before domesticating. Alaska law gives LLCs broad authority to engage in any lawful purpose. Some states do not allow LLCs to offer professional services that require a license, but that is not the case in Alaska.

If an out-of-state LLC’s business is unlawful in Alaska, though legal in the current state, the company should not domesticate to Alaska unless it plans to change the nature of its business. It’s a good idea to verify that the LLC’s business is allowed in Alaska and determine what, if any, licenses are needed before starting the domestication process.

Required Documents for Alaska LLC Domestication

Alaska LLC domestication requires careful planning to ensure that the process is carried out in compliance with both states’ legal requirements. A domesticating company must prepare a series of documents that describe and implement the domestication. These documents affect the company going forward, so attention to detail is important.

• Plan of Domestication. A Plan of Domestication designed to comply with the requirements of both Alaska law and the law of the state that the LLC is moving from.
• Statement of Domestication. The Alaska Statement of Domestication with all information and any related documents needed for filing with the Division of Corporations, Business, & Professional Licensing of the State of Alaska.
• Domestication Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, statement of conversion, or a similar term.
• Articles of Organization. The Alaska Articles of Organization for filing with the Alaska Division of Corporations, Business, & Professional Licensing.
• Operating Agreement. A state-specific Operating Agreement to properly structure the LLC as an Alaska limited liability company, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Domestication. A resolution approving the transaction and adopting the Alaska organizational documents as the LLC’s governing documents.

The Statement of Domestication requires a manual, wet signature and must be filed by mail or in person. The Articles of Organization allow electronic signatures and can be e-filed. The documents together establish the LLC’s legal structure under Alaska law.

Cost of Moving an LLC to Alaska

The Alaska LLC domestication process described above requires professional preparation to comply with both states’ requirements. Coordinating document preparation, signatures, and submissions with the Alaska Division of Corporations, Business, & Professional Licensing adds further complexity. The documents and administrative tasks described above require careful coordination across two separate state jurisdictions.

In addition to professional service costs, the Division of Corporations, Business, & Professional Licensing charges $25.00 for the Statement of Domestication and $250.00 for the Articles of Organization. The total Alaska filing fee for domestication is $275.00. The fees paid to Alaska are in addition to any filing fees that must be paid to the LLC’s original state, as most states charge a separate fee for LLCs domesticating out of state.

• Standard Filing: $25.00 (Statement of Domestication) + $250.00 (Articles of Organization) = $275.00 total.

An out-of-state LLC that domesticates to Alaska will also incur labor costs and, if applicable, registered agent fees. Labor costs are the amounts charged by the service provider the LLC retains to manage the Alaska domestication. Service providers may charge a flat fee or bill by the hour, with fee amounts varying by provider.

Work that goes into a domestication includes obtaining and organizing information, drafting the domestication documents, communicating with the business owners and state agencies, and filing domestication documents with state agencies. To find out what your specific move will cost, request a free analysis of your LLC move.

Every Alaska LLC must have a registered agent who is authorized to accept service of process for the company. A registered agent must be either an Alaska resident or a corporation registered to do business in Alaska. Some companies choose to hire a commercial registered agent, which charges a fee in exchange for serving as the LLC’s registered agent. Commercial registered agents promote consistency and help keep owner information private. The cost is typically from $50.00 to $200.00 per year.

Processing Time for Alaska LLC Domestication Filings

Alaska LLC domestications typically take less time than alternate methods for officially moving an existing out-of-state business to Alaska. The total time involved will include the service provider’s turnaround time for gathering information and preparing documents, the business owners’ turnaround time for reviewing documents, responding with questions, and signing documents, and the turnaround time required for the Alaska Division of Corporations, Business, & Professional Licensing to accept and process the domestication documents.

The domestication becomes effective on the date and time the Statement of Domestication is filed with the Division of Corporations, Business, & Professional Licensing of the State of Alaska. For a detailed breakdown of each phase in the domestication timeline, see our guide to LLC domestication.

Laws Governing Alaska LLC Domestication

An out-of-state LLC domesticating to Alaska must follow Alaska law and the law of the LLC’s current state of organization. The company must also ensure that the domestication is carried out in compliance with its current articles of organization and operating agreement, or equivalent documents.

Alaska law governs the domestication procedure for out-of-state LLCs domesticating to Alaska, the domestication effective date, and the requirements for documents filed in Alaska, as described in Alaska Stat. §§ 10.55.501 through 10.55.506.

The company’s current state’s law governs whether domestication is permitted; the topics that must be addressed within the written plan of domestication, if the current state requires a written plan; the standard of approval for the plan of domestication; the documents that LLCs must file in that state when domesticating out of the state; and any other requirements the current state’s domestication law places on LLCs.

Legal Effect of Alaska LLC Domestication

Alaska LLC domestication moves an out-of-state LLC to Alaska. The company otherwise continues its existence as the same entity with the same date of formation. Alaska law specifies the following legal effects of a domestication to Alaska:

• Governing law. The LLC is now an Alaska LLC primarily governed by the Alaska Revised Limited Liability Company Act.
• Company identity. The Alaska LLC after the domestication is the same fundamental entity as the out-of-state LLC before the domestication. Its taxpayer history and EIN do not change.
• Assets and liabilities. The LLC owns all the same real estate, intellectual property, and other assets and still has all the same debts and obligations that it had before domestication. There is no need to record deeds or create assignments or other transfer instruments.
• Legal actions. Any legal or administrative proceedings in which the company is involved continue uninterrupted. If the LLC’s name changed during the domestication, the company’s new name is substituted for the prior name.
• Contracts. Any contracts involving the company are still in place, and it has the same contractual rights and obligations as it had before domestication.
• Company ownership. The LLC’s members have the same ownership interest in the Alaska LLC as they had in the company before domestication, except to the extent the members agreed otherwise in the plan of domestication.

Moving an LLC Out of Alaska

Alaska permits outbound LLC domestication under Alaska Stat. § 10.55.501(a). An Alaska LLC can domesticate to another state’s jurisdiction, provided that the destination state also authorizes the procedure.

Alaska Outbound Domestication Requirements

An Alaska LLC that domesticates to another state must file a Statement of Domestication with the Division of Corporations, Business, & Professional Licensing. The outbound filing must include a plan of domestication approved by the LLC’s members or managers. Alaska does not require a separate certificate of surrender. The Statement of Domestication completes the Alaska side of the transaction. The destination state will require its own formation and domestication or conversion documents.

Filing Fees for Moving an LLC from Alaska

The Division of Corporations, Business, & Professional Licensing charges a filing fee of $175.00 for an outbound Statement of Domestication. The destination state will charge separate filing fees for its formation and domestication or conversion documents.

Alaska LLC Laws That Apply After the Move

The Alaska Revised Limited Liability Company Act (Alaska Stat. §§ 10.50.010 through 10.50.995) imposes ongoing requirements on all domestic LLCs, including those formed through domestication from another state. An LLC that domesticates to Alaska becomes subject to these obligations immediately upon effectiveness of the domestication.

Alaska Biennial Report and Compliance Requirements

Alaska requires domestic LLCs to file a Biennial Report with the Division of Corporations, Business, & Professional Licensing once every two years. The filing fee is $100.00. This reduced reporting requirement is one advantage of domesticating to Alaska, as it eliminates the burden of annual compliance filings common in other states. An LLC that domesticates to Alaska and no longer has to file in the original state will avoid the time and expense of annual filings.

Alaska Operating Agreement Requirements

Alaska refers to an LLC’s internal governance document as an “Operating Agreement” under Alaska Stat. § 10.50.990(17). The Operating Agreement governs the LLC’s internal affairs, including the rights and obligations of members and managers, profit distributions, and management structure. The Operating Agreement is not filed with the state; it is maintained by the LLC as a private document.

Alaska Registered Agent Requirements

Every Alaska LLC must appoint a registered agent who is authorized to accept service of process for the company. A registered agent must be either an Alaska resident or a corporation registered to do business in Alaska. The registered agent serves as the official point of contact for legal documents. A business can hire a commercial registered agent provider to serve as its Alaska registered agent, which is often a good option for an LLC without an Alaska location.

Alternatives to Alaska LLC Domestication

When domestication is not available because the other state’s law does not authorize it, a merger-based reorganization achieves the same result. The reorganization involves forming a new Alaska LLC and merging the out-of-state LLC into it, with the Alaska LLC as the surviving entity. The surviving LLC succeeds to all property, contracts, and obligations of the original LLC by operation of law. For a detailed explanation of how the reorganization process works, see our guide to LLC reorganization.

For a state-by-state comparison of LLC domestication and conversion laws across all states, see our guide to LLC domestication and conversion by state.