Key Takeaways
- Bylaws are never filed with the Alaska Division of Corporations, Business and Professional Licensing — they're an internal governance document you keep with your corporate records
- Alaska sets board size in the bylaws themselves (AS 10.06.230) rather than fixing a statutory minimum tied to shareholder count, but the state has an unusual protective rule: a bylaw or articles amendment that would reduce the number of directors below five cannot be adopted if more than 16⅔% of outstanding voting shares vote against it. Below that threshold, a small board is otherwise permitted.
- Required officer positions: a president, a secretary, and a treasurer — Alaska's Corporations Code affirmatively names all three officer titles as required, plus any others the bylaws add. This is a real departure from the more common approach (used in most of the other states in this guide) of simply leaving officer titles entirely to the bylaws or board.
- Absent a contrary bylaw provision, Alaska's default shareholder quorum is a majority of shares entitled to vote, with a statutory floor of not less than one-third of those shares — your bylaws can set the quorum anywhere at or above that one-third floor, but not below it. Board quorum is likewise typically a majority of directors in office unless your bylaws set a different threshold.
- Alaska's bylaws content and adoption rules are set out in AS 10.06.230, but because Alaska's Corporations Code is its own older statutory framework rather than a Model Business Corporation Act derivative, the specific default allocation of amendment power between the board and shareholders is less standardized than in MBCA states — your bylaws should include their own explicit amendment clause rather than relying on an assumed default.
- Same-day bylaws drafting available through LLC Attorney as part of formation, at no markup on state fees
Alaska's Corporations Code isn't built on the Model Business Corporation Act framework most other states share — it's an older, California-1947-style statute, and that lineage shows up in real ways: Alaska statutorily requires named president, secretary, and treasurer officer titles, and its shareholder meeting notice window runs 20 to 60 days rather than the far more common 10-to-60-day range.
This guide covers exactly what to include in an Alaska corporation's bylaws in 2026 — the difference between bylaws and your Articles of Incorporation, Alaska's default rules for directors, officers, meetings, and voting, and the two quirks that most often trip up generic multi-state bylaws templates here.
What Are Alaska Corporate Bylaws?
Bylaws are your corporation's internal rulebook — they govern how the board, officers, and shareholders operate day to day. Unlike your Articles of Incorporation, bylaws are not filed with the Alaska Division of Corporations, Business and Professional Licensing — they're an internal governance document you adopt and keep with your corporate records.
Alaska law (AS 10.06.230) governs bylaws content and adoption, but nothing in Title 10 requires filing your bylaws with the Division of Corporations or any other state agency — they're kept in your corporate records, not on the public record the way your Articles of Incorporation are.
Bylaws vs. Articles of Incorporation in Alaska
Your Articles of Incorporation are a short public document filed with the Alaska Division of Corporations, Business and Professional Licensing under the Alaska Corporations Code (AS 10.06 (Alaska Statutes Title 10, Chapter 06)) that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a longer, private document that never gets filed anywhere; they spell out how the corporation actually runs.
Amending your Alaska Articles of Incorporation requires a formal filing with the Division of Corporations — amending bylaws requires no state filing at all, since bylaws exist purely as an internal governance document.
Board of Directors: Alaska's Default Rules
Alaska sets board size in the bylaws themselves (AS 10.06.230) rather than fixing a statutory minimum tied to shareholder count, but the state has an unusual protective rule: a bylaw or articles amendment that would reduce the number of directors below five cannot be adopted if more than 16⅔% of outstanding voting shares vote against it. Below that threshold, a small board is otherwise permitted.
Absent a contrary bylaw provision, Alaska directors are elected at the annual shareholder meeting and serve until the next annual meeting and their successor's election — Alaska's Corporations Code doesn't impose staggered terms by default, though your bylaws can create a classified board.
If your bylaws don't specify how to fill a board vacancy, Alaska practice follows the general corporate-law default of the remaining directors filling the seat by majority vote — but because Alaska's code is its own older statutory framework rather than a Model Business Corporation Act derivative, your bylaws should spell this out explicitly rather than relying on an assumed default.
Yes — one person can be the sole shareholder and sole director of an Alaska corporation. The wrinkle is officers: Alaska statutorily requires a president, secretary, and treasurer to be named (see below), so even a single-owner Alaska corporation's bylaws need to designate that one person into all three roles rather than skipping officer titles altogether.
Required Officer Positions in Alaska
a president, a secretary, and a treasurer — Alaska's Corporations Code affirmatively names all three officer titles as required, plus any others the bylaws add. This is a real departure from the more common approach (used in most of the other states in this guide) of simply leaving officer titles entirely to the bylaws or board.
Alaska's statute doesn't bar one person from holding all three required titles simultaneously — a sole owner can be named president, secretary, and treasurer at once — but because the titles themselves are statutorily required, your bylaws should explicitly name all three positions even in a one-person corporation rather than assuming they're optional.
Meeting, Notice, and Quorum Defaults
Alaska requires an annual shareholder meeting to elect directors and conduct other business; if one isn't held within a reasonable time, shareholders generally have a path to petition a court to order one, similar to other states' approaches.
Absent a contrary bylaw provision, Alaska's default shareholder quorum is a majority of shares entitled to vote, with a statutory floor of not less than one-third of those shares — your bylaws can set the quorum anywhere at or above that one-third floor, but not below it. Board quorum is likewise typically a majority of directors in office unless your bylaws set a different threshold.
Alaska requires notice of shareholder meetings between 20 and 60 days before the meeting date (AS 10.06.410) — a noticeably wider and later-starting window than the 10-to-60-day notice period most other states use, so don't assume a generic multi-state bylaws template's notice language matches Alaska's actual requirement.
Alaska permits directors and shareholders to act by written consent in lieu of a formal meeting, a standard and useful mechanism for small corporations that want to avoid convening a meeting for routine decisions — your bylaws should explicitly authorize this procedure and specify whether unanimous or majority consent is required for each body.
Voting Procedures Your Bylaws Should Address
Alaska's default voting standard for board and shareholder action is a majority of those present at a meeting where a quorum exists, unless your bylaws or Articles set a higher threshold for specific actions.
Alaska does not provide cumulative voting for directors by default — shareholders only get cumulative voting rights if the corporation's governing documents affirmatively opt into it. This is the standard opt-in model, unlike Colorado (opt-out) or Hawaii (automatic and non-waivable) elsewhere in this guide.
Alaska shareholders may vote by proxy, and your bylaws should specify how proxies are appointed, revoked, and how long proxy authority lasts if you want a shorter period than Alaska's default.
Stock and Shareholder Provisions
Alaska permits both certificated and uncertificated shares. Most small Alaska corporations still issue paper certificates for simplicity, but your bylaws should state which approach the corporation uses and how share records are maintained.
Absent a contrary bylaw provision, Alaska's default record date for determining which shareholders may vote follows the general rule of the date the board fixes, or a date shortly before notice is given if none is fixed — most bylaws set this explicitly to avoid disputes over who was entitled to vote.
Alaska permits reasonable restrictions on share transfer, such as rights of first refusal among existing shareholders, but they're only enforceable against a shareholder who had notice — any transfer restrictions belong in both the bylaws and a legend on the actual stock certificates.
Indemnification of Directors and Officers
Alaska's indemnification statute (AS 10.06.490) is mandatory, not merely permissive, when a director, officer, employee, or agent is 'successful on the merits or otherwise' in defense of a proceeding — the corporation must indemnify for reasonable expenses in that circumstance, and your bylaws typically expand coverage further within the statute's limits.
Alaska separately authorizes a corporation to purchase directors' and officers' liability insurance under AS 10.06.490, independent of the indemnification standard itself — your bylaws' indemnification section and any D&O policy should be reviewed together so the two don't leave a coverage gap.
How to Draft Bylaws for Your Alaska Corporation
If You Do It Yourself
Step 1 — Confirm your Articles of Incorporation are filed first.
Bylaws govern a corporation that already legally exists — file your Articles with the Alaska Division of Corporations, Business and Professional Licensing before drafting bylaws around them.
Step 2 — Set your board of directors structure.
Alaska sets board size in the bylaws themselves (AS 10.06.230) rather than fixing a statutory minimum tied to shareholder count, but the state has an unusual protective rule: a bylaw or articles amendment that would reduce the number of directors below five cannot be adopted if more than 16⅔% of outstanding voting shares vote against it. Below that threshold, a small board is otherwise permitted. Absent a contrary bylaw provision, Alaska directors are elected at the annual shareholder meeting and serve until the next annual meeting and their successor's election — Alaska's Corporations Code doesn't impose staggered terms by default, though your bylaws can create a classified board.
Step 3 — Name your required officer positions.
a president, a secretary, and a treasurer — Alaska's Corporations Code affirmatively names all three officer titles as required, plus any others the bylaws add. This is a real departure from the more common approach (used in most of the other states in this guide) of simply leaving officer titles entirely to the bylaws or board. Alaska's statute doesn't bar one person from holding all three required titles simultaneously — a sole owner can be named president, secretary, and treasurer at once — but because the titles themselves are statutorily required, your bylaws should explicitly name all three positions even in a one-person corporation rather than assuming they're optional.
Step 4 — Set meeting, notice, and quorum rules.
Absent a contrary bylaw provision, Alaska's default shareholder quorum is a majority of shares entitled to vote, with a statutory floor of not less than one-third of those shares — your bylaws can set the quorum anywhere at or above that one-third floor, but not below it. Board quorum is likewise typically a majority of directors in office unless your bylaws set a different threshold. Alaska requires notice of shareholder meetings between 20 and 60 days before the meeting date (AS 10.06.410) — a noticeably wider and later-starting window than the 10-to-60-day notice period most other states use, so don't assume a generic multi-state bylaws template's notice language matches Alaska's actual requirement.
Step 5 — Address voting procedures.
Alaska's default voting standard for board and shareholder action is a majority of those present at a meeting where a quorum exists, unless your bylaws or Articles set a higher threshold for specific actions. Alaska does not provide cumulative voting for directors by default — shareholders only get cumulative voting rights if the corporation's governing documents affirmatively opt into it. This is the standard opt-in model, unlike Colorado (opt-out) or Hawaii (automatic and non-waivable) elsewhere in this guide.
Step 6 — Cover stock and shareholder mechanics.
Alaska permits both certificated and uncertificated shares. Most small Alaska corporations still issue paper certificates for simplicity, but your bylaws should state which approach the corporation uses and how share records are maintained.
Step 7 — Include an indemnification provision.
Alaska's indemnification statute (AS 10.06.490) is mandatory, not merely permissive, when a director, officer, employee, or agent is 'successful on the merits or otherwise' in defense of a proceeding — the corporation must indemnify for reasonable expenses in that circumstance, and your bylaws typically expand coverage further within the statute's limits.
Step 8 — Write your amendment procedure.
Alaska's bylaws content and adoption rules are set out in AS 10.06.230, but because Alaska's Corporations Code is its own older statutory framework rather than a Model Business Corporation Act derivative, the specific default allocation of amendment power between the board and shareholders is less standardized than in MBCA states — your bylaws should include their own explicit amendment clause rather than relying on an assumed default.
Step 9 — Adopt the bylaws at your organizational meeting.
Bylaws are typically adopted by the incorporator or the initial board of directors at the corporation's first organizational meeting, right after the Articles of Incorporation are filed. Adopting bylaws early — before you open a bank account or bring on your first shareholder — keeps your corporate formalities clean from day one, which matters if the corporation's liability shield is ever tested.
Step 10 — Watch for Alaska-specific bylaws traps.
The two things that trip people up most in Alaska: first, the state statutorily requires named president, secretary, and treasurer officer titles rather than leaving officer structure entirely to the bylaws like most states in this guide. Second, Alaska's shareholder meeting notice window is 20 to 60 days — not the far more common 10-to-60-day window — so bylaws copied from a generic template often understate the required notice period.
If LLC Attorney Does It for You
- Submit your corporation's details at llcattorney.com — board structure, officer names, and share structure.
- LLC Attorney drafts bylaws tailored to Alaska's default corporate law, covering directors, officers, meetings, voting, stock, and indemnification.
- Receive your finished bylaws alongside your Articles of Incorporation, plus access to flat-fee attorney consultations (no retainer) for governance questions as your corporation grows.
When Should You Talk to an Attorney About Your Alaska Corporation's Bylaws?
Talk to an attorney before finalizing your Alaska corporation's bylaws if you're structuring a board you may want to shrink below five directors later (the 16⅔% shareholder-opposition protection needs careful drafting around it), if you want to confirm how bylaws amendment authority is allocated given Alaska's non-MBCA code structure, or if you're setting up a multi-shareholder corporation and want customized voting or transfer-restriction provisions.
Is Alaska a State Where Bylaws Complexity Matters More?
Alaska is one of the more atypical states in this guide because its Corporations Code (AS 10.06) is not a Model Business Corporation Act derivative — it traces back to an older, California-1947-style statutory framework. That means several defaults other states share (officer titles left entirely to the bylaws, a standard 10-to-60-day notice window, straightforward board-amendment-of-bylaws rules) don't apply cleanly here. A generic multi-state bylaws template is more likely to misfire in Alaska than in most other states, which is why attorney review is worth the extra step for Alaska corporations specifically.
What You Actually Get With LLC Attorney's Alaska Bylaws Drafting
Generic bylaws templates are built around Model Business Corporation Act defaults that don't match Alaska's actual code — the named-officer requirement and the 20-to-60-day notice window being the two most common misses. LLC Attorney drafts bylaws that reflect what Alaska's Corporations Code actually requires, not a one-size-fits-all template.
- Bylaws drafted specifically for Alaska's corporate code, starting at $49.
- Board, officer, meeting, voting, stock, and indemnification provisions all addressed — not a generic multi-state template.
- Delivered alongside your Articles of Incorporation, so your governance documents are in place from day one.
- Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for governance questions.
Alaska's older statutory framework means the details matter more than usual — LLC Attorney makes sure your governance documents match Alaska law from day one, not a Lower-48 assumption about how corporate law works.
Need Bylaws for Your Alaska Corporation?
LLC Attorney drafts corporate bylaws tailored to your Alaska corporation as part of formation, starting at $49, so your governance documents are in place from day one. See our full pricing for all service tiers.
Frequently Asked Questions
No. Bylaws are an internal governance document under AS 10.06.230 — they're never filed with the Division of Corporations or any other Alaska agency. They stay with your corporate records rather than becoming part of the public record the way your Articles of Incorporation do.
Your Articles of Incorporation are a public document filed with the Division of Corporations that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a private, more detailed document that governs how the board, officers, and shareholders actually operate day to day, and they're never filed anywhere.
Alaska statutorily requires a president, secretary, and treasurer — this is more prescriptive than most states, which simply leave officer titles to the bylaws. One person may hold all three titles simultaneously, which is standard practice for single-owner Alaska corporations, but your bylaws should still name all three positions rather than omitting them.
Alaska's bylaws content and adoption rules come from AS 10.06.230, but because Alaska's code isn't a Model Business Corporation Act derivative, the default allocation of amendment authority between the board and shareholders is less standardized than in most other states. Your bylaws should include their own explicit amendment procedure rather than relying on an assumed statutory default.
Absent a contrary bylaw provision, Alaska's default shareholder quorum is a majority of shares entitled to vote, with a statutory floor of not less than one-third — your bylaws can raise this threshold but can't set it below that one-third floor.
Alaska's indemnification statute (AS 10.06.490) is mandatory when a director, officer, employee, or agent is 'successful on the merits or otherwise' in defense of a proceeding — the corporation must indemnify for reasonable expenses in that case, and most bylaws expand coverage further within the statute's limits.
Yes. One person can be the sole shareholder and sole director of an Alaska corporation. Because Alaska requires named president, secretary, and treasurer titles, that same person typically holds all three offices — your bylaws should name all three positions even in a single-owner structure.
There isn't a confirmed, currently active statutory close-corporation election under Alaska's Corporations Code — general secondary sources reference an older, territorial-era close-corporation supplement, but nothing currently in active use was located. Standard Alaska Corporations Code rules apply regardless of shareholder count, and corporations wanting close-corp-style informality typically use a shareholder agreement instead.
Yes. LLC Attorney drafts corporate bylaws tailored to your Alaska corporation as part of formation, starting at $49.