This is taken from the business section of the Alaska State Page, and tells how to actually form a Corporation in the State of Alaska. Each state is a bit different, you will need to go to your State's webpage or office to find out exactly what needs to be done there. This will give you an idea of what is involved. You can find your state site at http:// state.(your states abbreviation).us for example Alaska's address is http://state.AK.us

Incorporating in the State of Alaska

Facts About Corporations

One or more “natural” persons 19 years or older may act as incorporators by filing Articles of Incorporation with the Department of Commerce and Economic Development Corporations Section. Once the Articles are filed in conformance with Chapter 10 of the Alaska Statutes and all necessary fees and taxes are paid, a Certificate of Incorporation is issued naming the corporation and date of incorporation.

Articles of Incorporation

Although the Corporations Section does have forms for completing Articles of Incorporation, it is strongly recommended that clients seek legal counsel before incorporating.

Once the Articles of Incorporation are signed and verified by the incorporators, an original and exact copy, along with the filing fees and biennial corporate tax are delivered to the Corporations Section. The filing fee is $150 and the biennial corporate tax is $100. If the Articles are found to be in compliance with AS 10.06, a Certificate of Incorporation is issued. The Articles must conform to and include the following provisions:

Corporate Name

If you cannot reserve a corporate name while incorporating, it is advisable to call the Corporations Section, (907) 465-2530, for a name availability check before filing Articles of Incorporation, obtaining licenses, printing checks or stationery. A tentative name availability check can be given over the phone if you ask specifically for name availability.

Name availability cannot be guaranteed over the phone because the number of calls and documents received each day prevent making a thorough name check. A more definitive name availability search is available for those who write in and request a name. If you wish to possess a particular name before proceeding to file, you should submit a name reservation, signed by the owner or incorporator of the corporation, along with a $25 filing fee. If the name reservation is accepted, you will be the sole owner of that name for 120 days, and your subsequent filing will be accepted.Please keep in mind that the reservation of a name with the Corporations Section does not necessarily mean that you can use the name without penalty. There may be users who did not file, but who have a prior common law right to the name. They may be able to prevent you from using a name, even though it is available in the files.

Purpose and SIC Code

A corporation may be organized for any lawful purpose. The SIC (Standard Industrial Classification) codes most closely describing the type of business must be stated. A list of SIC codes is available upon request.

Period of Duration

The period of duration is the life expectancy of the corporation. Duration can range from a brief period to perpetual.

Registered Agent and Registered Office

All corporations are required to maintain a registered agent and registered office in Alaska. The registered agent can be an individual or another corporation but must be registered and in good standing with the Corporations Section. The registered agent is the person upon whom process is served on behalf of the corporation. The registered address is the address used to mail corporate reports. A change of Registered Agent and/or Office may be made by requesting Form 08-184.

The Number of Authorized Shares

The corporation may authorize any number of shares. The Articles need only list the total number authorized. No par value or stated value is required, although the Articles may include par value.

Names and Addresses of Directors

The initial number of directors on the board must be stated in the Articles. Each director holds office until his/her successor is elected and qualified. A director who is not elected at an annual meeting holds office until the first annual meeting of shareholders.

Names and Addresses of Alien Affiliates

Any Articles being filed must list the names and the mailing address of any foreign national either individuals or legal entities whether located in the state or outside the state.

Names and Addresses of Incorporators

The Articles must list the names and mailing addresses of each of the incorporators. There must be a least one incorporator. Each incorporator must be a “natural” person of at least 19 years of age.

Signatures/Acknowledgments

The Articles must be signed by each of the incorporators, and the signatures must be notarized. In addition to the above requirements, the Articles may set forth any provision not inconsistent with law, which the incorporators elect to set forth for the regulation of the internal affairs of the corporation, including a provision which, under AS 10.06.210, is permitted to be set out in the bylaws.

Articles of Amendment

A corporation may amend its Articles of Incorporation to include or modify any provision not specifically required to be included in the Articles.

Procedures to Follow When Filing Your Corporate Report

The following sections cover: the Biennial Report (description), certain steps to follow when filing the report, time required for filing and processing the report, and common reasons why documents are returned unapproved and not accepted for filing by the Corporations Section.

Biennial Corporate Report

Both domestic and foreign corporations are required to file a corporate report every two years. The report is due January 2nd and is delinquent after February 1st when penalties apply. Upon incorporation, a domestic corporation has six months to file an initial biennial report.The report is mailed to the registered agent of the corporation. It is important that the Corporations Section be advised of any change of registered agent and/or registered office address. The biennial corporate tax is payable upon filing the corporate report.

Failure to file the report or pay the tax will result in involuntary dissolution of the Certificate of Incorporation or revocation of the Certificate of Authority.

Steps to Follow When Filing With the Corporations Section

STEP 1

To ease the filing process, standard forms are made available from the Corporations Section for many of the documents required. The guidelines described in this booklet should not serve as substitutes for statutory analysis and consultation with legal advisors.

STEP 2

The document must be typewritten with dark black ink. All documents are microfilmed, this process demands a high quality black typewritten copy. Handwritten documents, documents typed with a light ribbon, or those typed on colored paper, cannot be accepted for filing.

STEP 3

Proper fees must accompany the document (see fee schedule at the end of this chapter).

STEP 4

Documents should be mailed to:

Division of Banking, Securities & Corporations
Corporations Section
P.O. Box 110808
Juneau, AK 99811

Time Required for the Filing and Processing of Corporate Documents

At least two weeks should be allowed for reviewing and processing corporate documents.

Common Reasons Why Corporate Documents Are Returned Unapproved and Not Accepted for Filing

Registration of Corporate Name

A corporation organized and existing under the laws of any state or territory of the United States may register its corporate name. The registration expires on December 31st of the calendar year in which it is filed. The registration is renewable.A Certificate of Good Standing or Compliance from the state of domicile must accompany the application (Form 08-166B). See the Schedule of Filing Fees.

Registration of Business Name

A person conducting a business may register their business name. The name is registerable for a period of five years, and the registration is renewable (Form 08-166B). See the fee schedule at the end of this chapter. All corporate, reserved, and registered corporate and business names are checked for availability. A name that is the same as, or deceptively similar to, a name already on file, cannot be accepted for filing. Business and corporate names may be reserved for 120 days if they fall into one of the categories listed below:

A name may be reserved by completing an Application for Reservation of Name Form (Form 08-201). Once the reserved name expires, it may not be renewed.

Trademarks/Servicemarks

State Trademark Protection

A trademark is the brand name by which we identify goods of a particular manufacturer or distributor. Thus, “Kodak” identifies a camera made by a particular manufacturer. While a trademark is usually a word or words, it may also be a name, emblem, symbol, slogan, or other device, as long as it serves to identify the goods of a particular source. The value of a trademark to its owner lies in the goodwill attached to it or in the fact that the consumer will ask for a “Kodak” with the expectation of receiving the same quality of product which he or she has formerly purchased under that name.

There are 52 different classifications in which trademarks can be registered. Each classification includes various commercial goods that are clearly distinct from each other. The same word or name may be trademarked in several different classes without the multiple use being confusing to consumers. Trademark names are not compared to corporate, registered, or reserved names.

Registration of Trademark is made by filing an Application for Registration of Trademark with the Corporations Section. The filing fee is $10, and registration is good for 10 years. The registration is renewable.

Servicemarks

A servicemark is a mark used in the sale or advertising of services to identify the services of one person and distinguish them from the services of others. The Alaska Statutes do not provide for the registration of Servicemarks, and they are not registerable under the trademark law.

Federal Protection for Patents, Copyrights and Copyrights and Copyrights and Trademarks

The State of Alaska will register a trademark, but that registration is only effective within the State of Alaska and the state cannot grant copyrights for intellectual properties or patents for inventions. Businesses that have a serious interest in protecting products, logos, written works, etc.. from being reproduced or manufactured by other companies without permission must get such protection from the U.S. federal level. The following are brief descriptions of the differences among patents, copyrights and trademarks and how to obtain them.

Patents

A patent for an invention is a grant of a property right by the U.S. federal government to an inventor. The term of the patent is 17 years from the date the patent is granted and the rights extend throughout the United States, its territories and possessions. A patent grant is the “right to exclude others from making, using, or selling” the invention.

An inventor applies for a patent by filing an application in the United States Patent and Trademark Office and paying the required fees. The application must be filed in the name of the true inventor(s). While an inventor may prepare and prosecute his or her own application, it is exceedingly difficult for an inexperienced person to obtain claims which fully protect the invention. It is strongly advised that an inventor, at a minimum, seek the advice of a patent attorney before making application.More information on the patent process, including copies of the following publications “General Information Concerning Patents,” “Patents and Inventions, an Information Aid for Investors,” and “Obtaining Information About Patents,” may be obtained by contacting the U.S. Department of Commerce, Patent and Trademark Office, Washington D.C. 20231. The Office’s automated information phone line number is 202-479-0700.

Copyrights

The United States Copyright Act of 1979 gives the copyright owner the exclusive right to prevent others from reproducing or copying the author’s work(s) for a limited period of time. Literary, dramatic, musical and artistic works are included within the protection of the copyright law. The copyright goes to the form of expression, not to the subject matter of the writing. A description of a machine may be copyrighted as a writing, but this would not prevent anyone from building and using the machine.

To obtain a copyright, the author must register the work(s) in question with the Library of Congress. The works must be fixed (recorded) in some tangible form (manuscript, sound recording, video, film, software, etc..) which can be understood by humans, with or without the aid of machines. Registration is made by an application addressed to the Register of Copyrights, Library of Congress, Washington D.C. 20231. Copies of the work (usually two) together with a small fee (currently $20) must be submitted with the application. A publication, “Copyright Basics,” is available outlining the copyright process. The telephone number for the office’s automated information and ordering line is 202-479-0700.

Trademarks

A trademark relates to any work, symbol, or device which is used in trade with goods to indicate the source or origin of the goods and to distinguish them from the goods of others. Trademark rights may be used to prevent others from using a confusingly similar mark but not to prevent others from making the same goods or selling them under a non confusing mark.

A trademark may be registered in the U.S. Patent and Trademark Office either after it has been applied to goods shipped in interstate commerce or based on a genuine intent to use the mark in interstate commerce. The registration must be renewed at prescribed intervals and may continue as long as the mark is used and renewals are properly made. The above also applies to marks used to designate the origin of services. These marks are generally known as “servicemarks.” Since the choice and protection of trademarks involves various legal requirements and continual investment for advertising, publicity, name recognition, etc.., an attorney familiar with trademark and servicemark law should be consulted before a mark is adopted.

Registering a trademark or servicemark is accomplished by filing an application (with a copy or representation of the trademark or servicemark) with the U.S. Patent and Trademark Office, U.S. Department of Commerce, Washington D.C. 20231 and paying the required fees. For further information on registration procedures contact the Patent and Trademark Office for copies of pamphlets entitled “General Information About Trademarks”, “Questions and Answers About Trademarks” and “Basic Facts About Trademarks.” The Office’s automated information phone line number is 202-557-4636.