Alaska Corporate Bylaws

Alaska corporate bylaws act as the managing document for the business that handles its daily operations and how decisions are made. It can outline voting matters, designation of officers, compensation, and when meetings are conducted.

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Last updated December 3rd, 2024

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Alaska corporate bylaws act as the managing document for the business that handles its daily operations and how decisions are made. It can outline voting matters, designation of officers, compensation, and when meetings are conducted.

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Are bylaws required in Alaska?

No, bylaws are not required. However, by approval of the outstanding shareholders or approval by the board, bylaws may be “adopted, amended or repealed.”[1]

Alaska Corporate Laws

  • Corporate Tax: Alaska has a corporate tax rate as follows:[2][3]
    • Less than $25,000: 0%
    • $25,000 to $48,999: 2%
    • $49,000 to $73,499: 3% + $480
    • $74,000 to $98,999: 4% + $1,230
    • $99,000 to $123,999: 5% + $2,230
    • $124,000 to $147,799: 6% + $3,480
    • $148,000 to $172,999: 7% + $4,920
    • $173,000 to $197,999: 8% + $6,670
    • $198,000 to $221,999: 9% t+ $8,670
    • $222,000 or more: 9.4% + $10,830
  • Board of Directors: All powers and decisions made for the corporation must be “exercised under the authority of the board of directors.”[4]
    • Number – Must consist of at least 3 individuals.[5]
    • Qualifications – The bylaws (in compliance with the articles of incorporation) explicitly “prescribe” requirements for directorship in a corporation.[6]
    • Terms – Director elections “to hold office” begin with the first annual meeting and are held every annual meeting afterward.[7]
    • Staggered Term – Corporations have the power to divide their directors by class in order to assign each class a different election year so long as the board has “three or more members.”[8]
    • Fiduciary Duties: The directors must carry out their decisions and business affairs in the “best interests of the corporation” nor may they misuse their authority for “personal gain.”[9][10]
  • Meetings: An annual meeting must be conducted at the time and place mentioned in the bylaws or by the board.The notice for the meeting must be delivered to members not less than 20 days before its scheduled date.[11][12]
  • Quorum: Unless specifically mentioned in the bylaws, a quorum represents the “majority of shares entitled to vote.” Under no event can a quorum consist of less than 1/3 of the shares entitled to vote.[13]

Sample

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Sources

  1. AS 10.06.228
  2. CCH AnswerConnect (Alaska, Rates of Tax)
  3. AS 43.20.011
  4. AS 10.06.450(a)
  5. AS 10.15.140(b)
  6. AS 10.15.140(a)
  7. AS 10.06.453(e)
  8. AS 10.06.455(a)
  9. AS 10.06.450(b)
  10. AS 39.52.120(a)
  11. AS 10.06.405(b)
  12. AS 10.06.410(a)
  13. AS 10.06.415(a)