Alaska Foreign Registration / Unregistered penalty
What an unregistered foreign LLC risks in Alaska
A foreign LLC that conducts affairs in Alaska without registering can be fined up to $10,000 for each calendar year, including a partial year, and owes the fees registration would have cost (AS 10.50.700(a)). It also cannot start a lawsuit in an Alaska court until it registers. Its contracts stay valid. This page sets out each consequence with the section that creates it.
The consequences and where they come from
| Consequence | What the statute says | Section |
|---|---|---|
| Civil penalty | Up to $10,000 for every calendar year, including a partial one | AS 10.50.700(a) |
| Back fees | The fees registration would have imposed, for each full or partial year | AS 10.50.690 |
| Who sues | The attorney general, in superior court | AS 10.50.700(b) |
| No court access | Cannot maintain an action in Alaska courts until registered | AS 10.50.675(a) |
| Injunction | A court may stop further business until what is owed to the state is paid and the company complies | AS 10.50.710 |
| Contracts | Still valid; the other side can still sue on them | AS 10.50.675(b) |
| Defending | The company can still defend a lawsuit | AS 10.50.675(b) |
| Owners | No personal liability for company debts on this ground alone | AS 10.50.715 |
How the yearly penalty is counted
The ceiling applies to each calendar year "including a partial year" in which the company conducts affairs unregistered. A company that began work in December of one year and carried on into January has two calendar years, so the ceiling is twice the yearly amount even though the gap was brief. The statute sets a limit and does not set a fixed charge; the amount is for the superior court to fix on the attorney general's action.
The ceiling by number of calendar years
| Calendar years touched | Highest civil penalty |
|---|---|
| One | $10,000 |
| Two | $20,000 |
| Three | $30,000 |
These are ceilings from the statute, not predictions. The statute leaves the figure to the court.
Back fees: what "the fees registration would have imposed" means
The liability section charges the company, for every year it worked unregistered, the fees it would have paid if registered. That likely means the registration fee of $350 and the biennial report fee of $200 for each report year that passed, together with any penalties the chapter attaches to late reports. Registering later pays these in the ordinary way, but the penalty is separate.
The court bar and the injunction
The company cannot bring an action or proceeding in an Alaska court until it has registered. That matters most for a company chasing a customer who will not pay, since registration in the middle of a case is a step the other side will raise. A court that finds a violation may also issue an injunction stopping further affairs, which holds until the state has been paid its penalties, interest and costs and the company is back in compliance.
What failing to register does not do
It does not void the company's contracts or let the other party walk away from them. Nor does it prevent the company from answering a suit brought against it. And it does not make members or managers answerable for debts they would not otherwise owe. Those protections come from the same statute that imposes the penalty.
Fixing it
Registering stops further exposure by ending the unregistered period. The route is the one in the step-by-step guide: Form 08-0497, $350, with the home-state certificate and an Alaska agent. How to approach the Division about the past period depends on your facts, and an Alaska business lawyer can tell you. We file the registration for $199.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Penalty questions
Can the owners be sued personally for the missing registration?
Not on this ground alone. The statute shields members and managers from personal liability for company debts solely because the LLC was unregistered.
Is the penalty automatic?
No. It is recovered through an action the attorney general brings in superior court.
Do I owe the penalty for every year of the biennial cycle?
The penalty is by calendar year or part of one in which the company conducted affairs unregistered.
Does an Alaska corporation face the same?
A foreign corporation faces a ceiling of $10,000 per calendar year too, plus taxes and fees (AS 10.06.710).
Can I register now and sue later?
Once registered the bar on suing ends. Past conduct may still be open to a penalty.
Our charge, then the Alaska fee
Register in Alaska
Alaska$199
+ $350 Alaska fee
- Form 08-0497, the Certificate of Registration, Foreign Limited Liability Company, completed from your answers
- Certificate of good standing (or equivalent) from the home state, ordered for the filing
- An Alaska registered agent: ours, or one you already work with
- The filed registration and the year your first biennial report falls in
- Renewal: after the first year, the agent service renews at $149 a year
Our charge and the Alaska fee are separate lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
References
- Alaska Division of Corporations, forms and fees
- Alaska Form 08-0497, Registration of Foreign LLC
- Alaska Administrative Code, 3 AAC 16.065
- Alaska Form 08-414, Certificate of Authority, Foreign Business Corporation
- Alaska Statutes, AS 10.50.675 to 10.50.720
- Alaska Statutes, AS 10.06.720 to 10.06.740 (certificate of authority)
Taking on work in Alaska?
Order once and we handle the certificate, the form and the agent, then tell you when the biennial report falls due.