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In the landscape of corporate governance within Alaska, the state mandates a structured protocol for businesses to notify changes in their corporate structure, particularly in leadership roles. Catering to this requirement, the Alaska 08 636 form emerges as a crucial document. Administered by the State of Alaska Division of Corporations, Business and Professional Licensing, this form acts as an official notice for the change of officers or directors within both domestic and foreign business and professional corporations. It serves the vital function of updating the state on significant alterations in the leadership of corporations, ensuring that the public record accurately reflects the current officials responsible for corporate operations. A noteworthy aspect of this form is its accommodating structure, allowing for the documentation of new officers or directors, while also demanding details regarding their predecessors to maintain a clear lineage of governance. Furthermore, this form underscores the mandatory nature of certain positions within a corporation, such as the president, secretary, and treasurer, and stipulates specific regulations to prevent conflicts of interest. Additionally, the requirement to list alien affiliates and shareholders with significant stakes highlights the form’s comprehensive approach to transparency. Importantly, the procedure to submit this form is streamlined through the provision of detailed instructions, including contact information for inquiry and clarification, thus facilitating compliance without the imposition of filing fees. The accessibility of this form and additional documentation through the state's website exemplifies the government's effort to simplify administrative procedures for businesses. As a result, the Alaska 08 636 form not only ensures regulatory compliance and operational transparency but also reinforces the state's commitment to maintaining an open and reliable business environment.

Document Example

State of Alaska

Division of Corporations, Business and Professional Licensing

CORPORATIONS SECTION PO Box 110806

Juneau, AK 99811-0806

Phone: (907) 465-2550

Fax: (907) 465-2974

Website: www.commerce.state.ak.us/occ

NOTICE OF CHANGE OF OFFICERS OR DIRECTORS

Domestic or Foreign Business and Professional Corporations

DO NOT STAMP ABOVE THIS BOX

CORP

(OFFICE USE ONLY)

Name of Corporation _________________________________________ Alaska Entity #_____________

Prior Information: Please provide only the name & title of the prior officer/director being replaced.

Name of the prior officer/director being replaced

Title

If necessary use an 8½” x 11” sheet of paper and attach it to this form.

►All corporations MUST have a president, secretary, treasurer and at least one director. The president and the secretary cannot be the same person unless the president is 100% shareholder.

The entity must also list any alien affiliates and all shareholders that hold 5% or more of the issued shares. New Information:

Please provide only the name, address & title of the replacements for the above prior officers/directors.

Title

Name of the replacement for

 

 

X if

%

X if

(Indicates

Mailing Address

City, State Zip

Shares

Alien

above prior officer/director

Director

Required)

 

 

Held

Affiliate

 

 

 

 

 

 

 

 

 

 

President

 

 

 

 

 

 

 

 

 

 

 

 

 

Vice

 

 

 

 

 

 

President

 

 

 

 

 

 

Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasurer

 

 

 

 

 

 

 

 

 

 

 

 

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

If necessary use an 8½” x 11” sheet of paper and attach it to this form.

 

 

 

 

This notice must be signed by the president or vice-president.

Signature of Authorized Person

Title

Date

To resolve questions with this filing: Please be aware, this form will become public information.

Contact Name

Contact Phone Number

 

 

 

 

There are no fees associated with this filing. If there is a change in the registered agent of this corporation, a Registered Agent Registered Address Statement of Change form is required. This, other forms and additional information are available on our web site at http://www.commerce.state.ak.us/occ

Return this form to: State of Alaska

Corporations Section

PO Box 110806, Juneau, AK 99811-0806

08-636 (Rev. 06/29/10)

Document Specifics

Fact Details
Purpose The form is used for notifying the Alaska Division of Corporations, Business, and Professional Licensing about a change in officers or directors for both domestic and foreign business and professional corporations.
Requirements All corporations must have a president, secretary, treasurer, and at least one director. The president and the secretary cannot be the same person, unless the president is a 100% shareholder. Corporations must also list any alien affiliates and all shareholders that hold 5% or more of the issued shares.
Submission The form requires the name, address, and title of the replacements for the officers or directors being replaced and must be signed by the president or vice president of the corporation.
Governing Law(s) The form is governed by the laws of the State of Alaska, specifically under the oversight of the Alaska Division of Corporations, Business, and Professional Licensing.

Instructions on How to Fill Out Alaska 08 636

Completing the Alaska 08 636 form is a crucial step for corporations looking to update the state about changes in their officers or directors. This process ensures that the entity's public records are current, aiding in transparency and compliance with Alaska state regulations. Attention to detail is vital when filling out this form to ensure accuracy in the corporation's official records. The following instructions guide you through each step of the process, simplifying the completion and submission of the form.

  1. At the top of the form, enter the Name of Corporation exactly as it appears in your state registration documents, followed by the Alaska Entity Number.
  2. In the Prior Information section, list the name and title (e.g., President, Secretary, Director) of the officer or director being replaced. Ensure you only include individuals who are actually leaving or have left their positions.
  3. If you need more space to list all changes, use an 8½" x 11" sheet of paper to provide the necessary information. Clearly label this sheet with the corporation's name and attach it securely to the form.
  4. Under New Information, specify the name, title, and mailing address of the individuals taking over the roles listed in the Prior Information section. Also, indicate if the individual holds more than 5% of the issued shares or if they are an alien affiliate where required.
  5. Every corporation must have designated officers, including a president, secretary, treasurer, and at least one director. Note that the president cannot also serve as the secretary unless they are the sole shareholder (100%).
  6. The form requires the signature of either the president or vice-president of the corporation. Sign and date the form in the provided area at the bottom.
  7. If you have questions or need clarification regarding this form, provide a Contact Name and Contact Phone Number where someone knowledgeable about this filing can be reached.
  8. Remember, there are no fees required to submit this form. However, if there is also a change in the registered agent, a separate Statement of Change form is necessary.
  9. Finally, mail the completed form to the State of Alaska Corporations Section at the address provided: PO Box 110806, Juneau, AK 99811-0806.

After you have submitted the form, the information will be reviewed by the Corporations Section of the Division of Corporations, Business and Professional Licensing. Once processed, the change of officers or directors will be officially recorded and updated in the public records. This ensures that the corporation remains in good standing with the state by adhering to the requirements for corporate governance. It's always advisable to verify the information on the state's website or with the Corporations Section directly to confirm that the updates have been executed as requested.

What You Should Know About This Form

What is the purpose of the Alaska 08 636 form?

The Alaska 08 636 form is used by domestic or foreign business and professional corporations to inform the State of Alaska's Division of Corporations, Business and Professional Licensing about changes in officers or directors. This form ensures that the state has current contact information and understands who is legally responsible for the corporation.

Who needs to file the Alaska 08 636 form?

Any domestic or foreign business or professional corporation registered in the State of Alaska that undergoes a change in its officers or directors must file the Alaska 08 636 form. This requirement ensures that the corporation's record is up-to-date and accurately reflects its current leadership structure.

What information is required on the Alaska 08 636 form?

The form requires the corporation to provide the name and title of any officers or directors being replaced, as well as the name, address, and title of their replacements. Additionally, all corporations must disclose the name and shareholding details of any alien affiliates and shareholders holding 5% or more of the issued shares.

Can the president and secretary of the corporation be the same person?

No, the president and the secretary of the corporation cannot be the same person, according to the instructions on the form. However, an exception is made if the president is the 100% shareholder of the corporation.

Is there a fee associated with filing the Alaska 08 636 form?

No, there are no fees required to file the Alaska 08 636 form. This makes it easier for corporations to comply with the regulations without incurring additional costs.

What happens if there is a change in the registered agent of the corporation?

If there is a change in the registered agent of the corporation, a separate form, the Registered Agent Statement of Change, must be filed in addition to the Alaska 08 636 form. This ensures that all necessary records are updated to reflect the change in registered agent.

Where should the Alaska 08 636 form be sent?

The completed Alaska 08 636 form should be returned to the State of Alaska Corporations Section at PO Box 110806, Juneau, AK 99811-0806. This ensures that the form is processed by the appropriate department.

How can questions regarding the filing be resolved?

If there are questions about the filing or if additional help is needed, the contact information provided on the form can be used to get in touch with the State of Alaska Division of Corporations, Business and Professional Licensing. They can provide guidance and resolve any issues related to the filing process.

Common mistakes

When filling out the Alaska 08 636 form, which notifies of a change of officers or directors in domestic or foreign business and professional corporations, people often make common mistakes. Recognizing and avoiding these mistakes can streamline the process and ensure accurate filing.

  1. Not including the Alaska Entity Number: This crucial piece of information uniquely identifies the corporation within the state's system. Omission can delay processing.
  2. Failure to attach additional sheets properly: The form allows for extra pages to be attached if more space is needed. These pages are sometimes attached without proper identification of the corporation or they are not securely attached, risking loss or misassociation.
  3. Listing the president and the secretary as the same person without meeting specific criteria: The president and the secretary can only be the same individual if the president is the 100% shareholder, a detail often missed or misunderstood.
  4. Omitting alien affiliate and significant shareholder information: All alien affiliates and shareholders holding 5% or more of the issued shares must be listed. This requirement is frequently overlooked.
  5. Incorrect or incomplete officer/director information: New officer or director details, such as addresses or titles, are at times partially filled or contain inaccuracies.
  6. Not using the appropriate title for the authorized signatory: The form stipulates that it must be signed by either the president or vice-president. Submissions often mistakenly have signatures from unauthorized individuals.
  7. Including prior officers/directors information incorrectly: The section for prior officers or directors information is specifically for those being replaced. This is occasionally misunderstood, leading to the incorrect listing of current members.
  8. Forgetting to provide contact information for resolution of questions: Contact details for queries related to the filing are essential but often missing, which can delay clarification and processing.
  9. Neglecting to check for a required change in registered agent: If there's a change in the corporation's registered agent, a separate form needs to be filed. This necessity is sometimes missed.
  10. Assuming a fee is required: Unlike other forms, there is no fee associated with this filing, yet there is confusion or the mistaken belief that a payment must be sent, leading to unnecessary delays.

Accuracy and thoroughness in completing the Alaska 08 636 form expedite the process of recording changes in corporate leadership. Awareness and avoidance of common mistakes enhance efficiency and compliance with the State of Alaska Division of Corporations, Business, and Professional Licensing's requirements.

Documents used along the form

When dealing with corporate filings in the State of Alaska, particularly the Alaska 08 636 form used for notifying changes in officers or directors, several additional documents and forms are commonly employed to ensure compliance and the smooth handling of corporate affairs. These documents serve a variety of purposes, from altering the corporation's logistical data to updating its financial and operational status. Understanding these documents is crucial for businesses aiming to maintain good standing and operate effectively within Alaska.

  • Biennial Report: This mandatory report updates the state on critical aspects of the corporation, including contact information, the nature of the business, and details about directors and officers.
  • Articles of Incorporation: For newly established corporations, this legal document outlines the primary characteristics of the corporation, including its name, purpose, and structure. Amendments to this document are necessary if any foundational aspect of the corporation changes.
  • Foreign Entity Registration: Required for out-of-state corporations operating in Alaska, this registration grants foreign corporations the authority to conduct business within the state.
  • Articles of Amendment: Should any information filed in the Articles of Incorporation change (e.g., corporate name, address, business purpose), this document officially records those changes.
  • Statement of Change of Registered Agent/Office: If a corporation decides to change its registered agent or the office address, this document formalizes the update.
  • Dissolution Forms: When a corporation chooses to terminate its existence, these forms are filed to formally dissolve the corporation under Alaskan law.
  • Shareholder Agreements: Although not always officially filed with the state, shareholder agreements are crucial in delineating the rights and responsibilities of shareholders within the corporation.
  • Corporate Bylaws: Detailing the internal rules governing the management of the corporation, bylaws are essential for operational clarity and legal compliance, even though they're typically kept internally.
  • Annual Report of Exempt Foreign Corporations: Foreign corporations exempt from paying state corporate income tax must file this report annually, providing updated operational and financial data.

Together, these documents create a comprehensive legal framework guiding corporate behavior and compliance in Alaska. While the Alaska 08 636 form plays a pivotal role in updating the state on changes within a corporation’s leadership, the associated forms and documents ensure a holistic approach to corporate governance and adherence to Alaskan laws and regulations. Staying informed and properly managing these documents is essential for any corporation looking to thrive in Alaska's dynamic business environment.

Similar forms

The Articles of Incorporation form parallels the Alaska 08 636 form in many aspects, primarily in their foundational role for corporations. The Articles of Incorporation serve as a corporation's birth certificate, outlining its name, purpose, duration, and the structure of its shares. Similarly, the 08 636 form is instrumental in maintaining the currency of a corporation’s operational personnel, detailing changes in officers or directors. Both documents are crucial in their respective realms of corporate formation and ongoing compliance, ensuring that the entity's legal and organizational structures are transparent and up-to-date.

Another document similar to the Alaska 08 636 form is the Annual Report filing that corporations must submit. This report typically includes updated information about the corporation's principal address, officers, directors, and sometimes financial status. While the Alaska 08 636 form specifically focuses on changes in officers or directors, both forms are pivotal for keeping the public record accurate regarding a corporation's operational and executive framework. Each serves to provide a snapshot of the corporation's organizational makeup at a given time.

The Statement of Change of Registered Agent or Registered Office form also shares similarities with the Alaska 08 636 form. While the former notifies the relevant state department of a change in the corporation's registered agent or office location, the latter informs about changes in corporate officers or directors. Both forms are integral to ensuring the corporation's compliance with state requirements and help in keeping the lines of communication clear between the state and the corporation.

Similar to the Alaska 08 636 form is the Statement of Information form, required in some jurisdictions, which includes detailed information about a corporation's officers, directors, and sometimes shareholders. While focused on a broader range of information, the Statement of Information serves a similar purpose by ensuring that current and accurate data about the corporation's management and operational structure is readily available for public record, promoting transparency and accountability.

The Corporate Bylaws are in line with the intent behind the Alaska 08 636 form, albeit being more comprehensive. Corporate Bylaws outline the internal rules governing the management of the corporation, including the process for electing and removing officers and directors. While Corporate Bylaws are not typically filed with the state, they complement the Alaska 08 636 form in ensuring that a corporation’s governance practices are both documented and effected according to a predefined structure.

The Shareholder Agreement, often found in closely held corporations, can reflect changes significant to the context of the Alaska 08 636 form. This agreement might detail mechanisms for the transfer of shares, buy-out rights upon a shareholder's departure, or the appointment of directors, interacting with the 08 636 form's focus on corporate leadership changes. Both documents play crucial roles in managing transitions within the corporation’s leadership and ownership, ensuring continuity and stability.

Lastly, the Corporate Minutes document complements the Alaska 08 636 form. Corporate Minutes record the proceedings and resolutions adopted at meetings of the corporation's shareholders and board of directors, potentially including the appointment or resignation of officers and directors. While the Corporate Minutes serve as an internal record, the Alaska 08 636 form acts as the public disclosure of these changes, together ensuring both internal and external stakeholders are informed of the corporation’s current leadership structure.

Dos and Don'ts

When filling out the Alaska 08 636 form, which is essential for notifying changes of officers or directors in domestic or foreign business and professional corporations, it is important to approach the task with care and attention to detail. There are specific do's and don'ts that can help ensure the process is completed smoothly and accurately.

Do:

  1. Provide complete and accurate information for the prior officer/director being replaced, including their name and title. It is crucial to ensure that the transition of roles is clearly documented and traceable.
  2. Use an additional 8½” x 11” sheet of paper if the space provided on the form is insufficient. This ensures that all necessary details regarding the change are recorded and attached, offering clarity and completeness to the documentation.
  3. Include the name, address, and title of the replacements for the officers/directors being replaced. Accurate information facilitates efficient updates to the corporation's official records and supports seamless communication.
  4. Ensure the form is signed by the president or vice-president of the corporation. A signature from an authorized person validates the form and evidences the authenticity and approval of the changes reported.

Don't:

  • Leave any sections incomplete. It is imperative to fill out all required information for both the prior officer/director being replaced and their replacements. Incomplete forms may lead to processing delays or requests for additional information.
  • Misunderstand the roles and restrictions set by the form, such as the stipulation that the president and the secretary cannot be the same person unless the corporation is 100% owned by the president. This ensures compliance with corporate governance requirements.
  • Forget to list any alien affiliates and all shareholders holding 5% or more of the issued shares. These details are critical for maintaining transparent records of ownership and control within the corporation.
  • Overlook the necessity of filing additional forms if there is a change in the registered agent of the corporation. Always review all related requirements to ensure full compliance with state regulations.

Completing the Alaska 08 636 form accurately and thoroughly is pivotal for maintaining your corporation's legal standing and ensuring that records held by the State of Alaska are current. Adhering to the guidelines provided will aid in achieving a smooth and successful filing process.

Misconceptions

When it comes to navigating corporate forms in Alaska, the 08 636 form, known as the Notice of Change of Officers or Directors, is an essential document for domestic and foreign business and professional corporations. However, there are several misconceptions that can create confusion for those responsible for completing and submitting this form. Let's dispel some of these myths to ensure your filings are smooth and accurate.

  • Myth #1: The form requires detailed personal information about the officers or directors. A common misunderstanding is that this form demands extensive personal details of the officers or directors being replaced or appointed. In reality, it only requires the name, address, and title for the replacements, along with the name and title of the individuals being replaced. This simplifies the process greatly.

  • Myth #2: Any corporate member can sign the 08 636 form. In fact, this form must be signed by the president or vice-president of the corporation. This requirement is specific and does not extend to other officers or board members, underscoring the importance of having these high-level officers available to authorize the change.

  • Myth #3: You must pay a fee to file this form. Unlike many other filings which may require a fee, the Notice of Change of Officers or Directors can be filed without any associated cost. This is a relief for businesses that are mindful of the expenses associated with maintaining corporate compliance.

  • Myth #4: It's okay to submit the form without the president or the secretary. The corporation must have a president, secretary, treasurer, and at least one director listed at all times. Moreover, the president and the secretary cannot be the same person unless there is a 100% shareholder scenario. This ensures a minimal level of governance and accountability within the corporation.

  • Myth #5: Changes to the registered agent can be reported on this form. Any changes to the corporation's registered agent or their address must be reported on a separate form, specifically a Statement of Change for Registered Agent or Registered Address. Utilizing the correct form for each specific change is crucial for legal and record-keeping accuracy.

  • Myth #6: The 08 636 form also handles share distribution changes. While it's necessary to list all shareholders who hold 5% or more of the issued shares, this form doesn't cover changes in share distribution or ownership beyond that requirement. Any significant alterations regarding shares would typically necessitate additional documentation or filings with the Corporations Section.

Understanding the actual requirements and expectations of the 08 636 form helps corporations ensure they remain in good standing while making necessary updates to their officer or director listings. It's about simplifying what's often seen as a complex process, providing clarity to those tasked with these important updates.

Key takeaways

  • Fulfilling the requirements of the Alaska 08 636 form is crucial for domestic or foreign business and professional corporations operating in Alaska to officially document changes among officers or directors. This ensures the state's records are up-to-date.

  • Corporations are mandated to clearly list any outgoing officers or directors, specifying only the name and title, which acknowledges their service and facilitates a smooth transition in corporate governance.

  • Adding new officers or directors necessitates providing concise information, including the name, address, and title of the incoming individuals, which aids in maintaining a transparent and accessible record of corporate leadership.

  • The stipulation that all corporations must have a president, secretary, and treasurer, alongside at least one director, underpins the governance structure expected of corporations in Alaska, ensuring responsible management and operations.

  • A distinct provision that the president cannot double as the secretary unless they are the sole shareholder, safeguards against conflicts of interest and promotes balanced oversight within the corporation's management.

  • The requirement for corporations to disclose any alien affiliates and list shareholders with a 5% or more shareholding underscores the importance of transparency in ownership and control, aligning with regulatory compliance and oversight.

  • For modifications not confined to the space provided on the 08 636 form, the allowance to attach an additional 8½” x 11” sheet encourages comprehensive reporting without constraints, offering flexibility for detailed disclosures.

  • The form must be signed by the president or vice-president of the corporation, establishing accountability and verifying the authenticity of the information provided, ensuring that such changes are formally recognized by the corporation's executive management.

  • The mention that this form becomes public information reaffirms the commitment to transparency in corporate governance, allowing stakeholders and the public access to updated information about the corporation's leadership and operational structure.

  • With no fees associated with the filing of the form, the State of Alaska encourages compliance and ease of updating corporate records, thus promoting good corporate citizenship without imposing financial burdens on businesses.

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