Chapter 10.06. - ALASKA CORPORATIONS CODE
- Article 01 - CORPORATE PURPOSES AND POWERS
- Article 02 - NAME, REGISTERED AGENT, REGISTERED OFFICE, AND SERVICE ON CORPORATION
- Sec. 10.06.105. - Corporate name.
- Sec. 10.06.110. - Reservation of corporate name.
- Sec. 10.06.115. - Application for and duration of reservation of name.
- Sec. 10.06.120. - Transfer of reserved name.
- Sec. 10.06.125. - Registration of corporate name.
- Sec. 10.06.130. - Exclusive use of name; remedies.
- Sec. 10.06.135. - Procedure for registration of corporate name.
- Sec. 10.06.140. - Fee for and duration of registered name.
- Sec. 10.06.145. - Renewal of registered name.
- Sec. 10.06.150. - Registered office and registered agent.
- Sec. 10.06.155. - Registration of agent by nonresident with controlling interest. [Repealed, Sec. 59 ch 82 SLA 1989].
- Sec. 10.06.160. - Filing list of registered corporations with superior court; updating and publishing. [Repealed, Sec. 35 ch 126 SLA 1994].
- Sec. 10.06.165. - Change of registered office or agent by corporation.
- Sec. 10.06.170. - Change by agent or resignation of agent.
- Sec. 10.06.175. - Service on corporation.
- Article 03 - FORMATION OF CORPORATIONS
- Sec. 10.06.205. - Incorporators.
- Sec. 10.06.208. - Articles of incorporation.
- Sec. 10.06.210. - Articles of incorporation; optional provisions.
- Sec. 10.06.213. - Delivery of articles of incorporation.
- Sec. 10.06.215. - Disclosure of corporate purposes.
- Sec. 10.06.218. - Effect of issuance of certificate of incorporation.
- Sec. 10.06.220. - Liability for acting as nonexistent corporation.
- Sec. 10.06.223. - Organizational meeting.
- Sec. 10.06.225. - Power of incorporators before directors' election.
- Sec. 10.06.228. - Bylaws: adoption, amendment or repeal.
- Sec. 10.06.230. - Bylaws: number of directors and other content.
- Sec. 10.06.233. - Location and inspection of bylaws.
- Article 04 - CORPORATE FINANCE
- Sec. 10.06.305. - Issuance of and requirements for shares.
- Sec. 10.06.308. - Issuance of preferred or special classes of shares.
- Sec. 10.06.310. - Issuance of shares in series.
- Sec. 10.06.313. - Variation in rights and preferences of shares.
- Sec. 10.06.315. - Series rights and preferences established by board.
- Sec. 10.06.318. - Manner of establishing series.
- Sec. 10.06.320. - Filing of statement before issuance of class or series.
- Sec. 10.06.323. - Effect of filing statement.
- Sec. 10.06.325. - Redemption of shares; creation of sinking fund; repurchase agreements.
- Sec. 10.06.328. - Irrevocability of subscriptions for shares.
- Sec. 10.06.330. - Payment of subscription for shares.
- Sec. 10.06.333. - Remedies for default in payment.
- Sec. 10.06.335. - Consideration for shares.
- Sec. 10.06.338. - Payment for shares.
- Sec. 10.06.340. - Judgment of board or shareholders as to value of consideration conclusive.
- Sec. 10.06.343. - Stock rights and options.
- Sec. 10.06.345. - Expenses of organization, reorganization, and financing.
- Sec. 10.06.348. - Certificates representing shares.
- Sec. 10.06.349. - Shares without certificates.
- Sec. 10.06.350. - Information required to be stated on certificate.
- Sec. 10.06.353. - Full payment required for share.
- Sec. 10.06.355. - Issuance of fractional shares or scrip.
- Sec. 10.06.356. - Shares held by nominees.
- Sec. 10.06.358. - Distributions; conditions.
- Sec. 10.06.360. - Prohibited distribution; inability to meet maturing liabilities.
- Sec. 10.06.363. - Prohibited distribution on junior shares; liquidation preference.
- Sec. 10.06.365. - Prohibited distribution on junior shares; ratio of retained earnings.
- Sec. 10.06.368. - Exception for purchase or redemption of shares of deceased shareholder.
- Sec. 10.06.370. - Inapplicability to regulated investment company.
- Sec. 10.06.373. - Share dividends: restrictions.
- Sec. 10.06.375. - Additional restrictions in articles, bylaws, indentures, or agreements.
- Sec. 10.06.378. - Liability of shareholders receiving prohibited distributions; suit against shareholders.
- Sec. 10.06.380. - Identification of distribution in notice to shareholders.
- Sec. 10.06.383. - Inapplicability to winding up and involuntary or voluntary dissolution.
- Sec. 10.06.385. - Redemption of shares at the option of corporation; manner.
- Sec. 10.06.388. - Acquisition of corporation's own shares; reissuance or retirement.
- Sec. 10.06.390. - Capitalization of retained earnings.
- Article 05 - SHAREHOLDERS AND RECORDS
- Sec. 10.06.405. - Meetings of shareholders.
- Sec. 10.06.408. - Closing of transfer books and fixing record date.
- Sec. 10.06.410. - Notice of shareholders' meetings.
- Sec. 10.06.411. - Delivery of information and items to shareholders.
- Sec. 10.06.413. - Voting list; liability.
- Sec. 10.06.415. - Quorum of shareholders.
- Sec. 10.06.418. - Proxies.
- Sec. 10.06.420. - Voting of shares.
- Sec. 10.06.421. - Corporation's acceptance of certain documents.
- Sec. 10.06.423. - Actions taken without meeting: written consent; revocation of consent.
- Sec. 10.06.424. - Shareholder agreements.
- Sec. 10.06.425. - Voting trusts and agreements among shareholders.
- Sec. 10.06.428. - Shareholders' preemptive rights.
- Sec. 10.06.430. - Books and records.
- Sec. 10.06.433. - Annual report to shareholders; content; financial statement on request.
- Sec. 10.06.435. - Shareholders' derivative action.
- Sec. 10.06.438. - Liability of shareholders and subscribers.
- Article 06 - DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS
- Sec. 10.06.450. - Board of directors; duty of care; right of inspection; failure to dissent.
- Sec. 10.06.453. - Number, election, and tenure of directors; initial directors.
- Sec. 10.06.455. - Classification of directors.
- Sec. 10.06.458. - Declaration of board vacancy where director of unsound mind.
- Sec. 10.06.460. - Removal of director without cause.
- Sec. 10.06.463. - Removal of director by superior court.
- Sec. 10.06.465. - Vacancies and resignation; special meeting of shareholders.
- Sec. 10.06.468. - Executive and other board committees.
- Sec. 10.06.470. - Meetings: call, place, notice, and waiver.
- Sec. 10.06.473. - Quorum of directors.
- Sec. 10.06.475. - Alternative meeting arrangements; informal action by directors.
- Sec. 10.06.478. - Director conflicts of interest.
- Sec. 10.06.480. - Liability of directors and shareholders.
- Sec. 10.06.483. - Officers: tenure, resignation, agency, duty of care.
- Sec. 10.06.485. - Loans to directors, officers, and employees.
- Sec. 10.06.490. - Indemnification of officers, directors, employees, and agents; insurance.
- Article 07 - AMENDMENTS AND CHANGES
- Sec. 10.06.502. - Permitted and prohibited amendments.
- Sec. 10.06.504. - Procedure to amend articles of incorporation; application to certain elections.
- Sec. 10.06.506. - Class voting on amendments.
- Sec. 10.06.508. - Greater voting requirements.
- Sec. 10.06.510. - Execution and content of articles of amendment.
- Sec. 10.06.512. - Filing of articles of amendment.
- Sec. 10.06.514. - Effective date and effect of amendment.
- Sec. 10.06.516. - Restated articles of incorporation.
- Sec. 10.06.518. - Filing of restated articles of incorporation.
- Sec. 10.06.520. - Effect of issuance of restated certificate of incorporation.
- Sec. 10.06.522. - Amendment of articles of incorporation in reorganization proceedings.
- Sec. 10.06.524. - Filing of amendment of articles in reorganization proceedings.
- Sec. 10.06.526. - Effective date and effect of amendment of articles in reorganization proceedings.
- Article 08 - ORGANIC CHANGE
- Sec. 10.06.530. - Merger.
- Sec. 10.06.532. - Procedure for merger.
- Sec. 10.06.534. - Consolidation.
- Sec. 10.06.536. - Procedure for consolidation.
- Sec. 10.06.538. - Share exchange.
- Sec. 10.06.540. - Procedure for share exchange.
- Sec. 10.06.542. - Disparate treatment of shares of the same class or series prohibited; exceptions.
- Sec. 10.06.544. - Notice to and approval by shareholders.
- Sec. 10.06.546. - Manner of approval by shareholders.
- Sec. 10.06.548. - Abandonment of plan of merger, consolidation, or exchange.
- Sec. 10.06.550. - Execution and contents of articles of merger, consolidation, or exchange.
- Sec. 10.06.552. - Filing of articles of merger, consolidation, or exchange.
- Sec. 10.06.554. - Merger of subsidiary corporation.
- Sec. 10.06.556. - Procedure for merger of subsidiary corporation.
- Sec. 10.06.558. - Filing of articles of merger of subsidiary corporation.
- Sec. 10.06.560. - Effective date and effect of merger, consolidation, or exchange.
- Sec. 10.06.562. - Merger, consolidation, or exchange of shares between domestic and foreign corporation.
- Sec. 10.06.564. - Disclosure of alien affiliates.
- Sec. 10.06.566. - Disposition of assets in regular course of business; mortgage or pledge of assets.
- Sec. 10.06.568. - Sale of assets not in regular course of business.
- Sec. 10.06.570. - Approval of transaction by shareholders.
- Sec. 10.06.572. - Abandonment of transaction by board.
- Sec. 10.06.574. - Right of shareholders to dissent.
- Sec. 10.06.576. - Procedures relating to the exercise of a shareholder's right to dissent; completion of corporate action; notice of election; treatment of shares.
- Sec. 10.06.578. - Offer and payment to dissenting shareholders; circumstances where prohibited.
- Sec. 10.06.580. - Action to determine value of shares.
- Sec. 10.06.582. - Status of shares acquired from dissenting shareholders.
- Sec. 10.06.590. - Conversion to limited liability company.
- Article 09 - DISSOLUTION
- Sec. 10.06.605. - Voluntary dissolution by vote or written consent of shares, or by approval of the board.
- Sec. 10.06.608. - Certificate of election: contents, signing, and filing.
- Sec. 10.06.610. - Revocation of election; contents, signing, and filing of certificate.
- Sec. 10.06.613. - Effective date of revocation and effect of revocation.
- Sec. 10.06.615. - Commencement and conduct of voluntary proceedings for winding up; cessation of business; notice.
- Sec. 10.06.618. - Judicial supervision of winding up; petition and notice; order protecting shareholders and creditors.
- Sec. 10.06.620. - Articles of dissolution: contents.
- Sec. 10.06.623. - Filing of articles of dissolution.
- Sec. 10.06.625. - Effect of certificate of dissolution.
- Sec. 10.06.628. - Involuntary dissolution by verified complaint; filing; intervention by shareholder or creditor.
- Sec. 10.06.630. - Avoiding dissolution by verified complaint; purchase of plaintiff's shares; determination of fair value; stay; appraisal; award; appeal.
- Sec. 10.06.633. - Involuntary dissolution by the commissioner: grounds, procedure, reinstatement.
- Sec. 10.06.635. - Commissioner's authority to bring action for involuntary dissolution; grounds; relief.
- Sec. 10.06.638. - Commencement of commissioner's action; default.
- Sec. 10.06.640. - Appointment of provisional director upon deadlock.
- Sec. 10.06.643. - Appointment of receiver: application, hearing and notice, security, qualifications, powers, compensation.
- Sec. 10.06.645. - Decree for winding up and dissolution: further judicial relief.
- Sec. 10.06.648. - Commencement and conduct of involuntary proceedings for winding up; cessation of business; notice.
- Sec. 10.06.650. - Jurisdiction of court.
- Sec. 10.06.653. - Claims against corporation; court and non-court directed winding up; presentation; notice; payment; secured claims; rejected claims.
- Sec. 10.06.655. - Order declaring corporation wound up and dissolved; declarations; effect; additional orders; discharge of directors.
- Sec. 10.06.658. - Filing of decree of dissolution.
- Sec. 10.06.660. - Powers and duties of directors and others in dissolution proceedings.
- Sec. 10.06.663. - Proceeding to determine identity of directors or to appoint directors.
- Sec. 10.06.665. - Distribution of corporate assets among shareholders or other persons; when to be made.
- Sec. 10.06.668. - Provision for payment of debt or liability.
- Sec. 10.06.670. - Distribution in money, property, or securities; installments.
- Sec. 10.06.673. - Plan of distribution; adoption; binding effect; notice; payment to dissenting shareholders; abandonment.
- Sec. 10.06.675. - Recovery of amounts improperly distributed.
- Sec. 10.06.678. - Continued existence of dissolved corporations; purposes; abatement or commencement of actions; distribution of omitted assets.
- Article 10 - FOREIGN CORPORATIONS
- Sec. 10.06.705. - Authorization of foreign corporation.
- Sec. 10.06.710. - Liability for transacting business without certificate of authority.
- Sec. 10.06.713. - Transacting business without certificate of authority as a bar to right to sue.
- Sec. 10.06.715. - Transacting business without certificate of authority not affecting contracts and right to defend action.
- Sec. 10.06.718. - Activities not constituting transacting business in this state.
- Sec. 10.06.720. - Corporate name of foreign corporation.
- Sec. 10.06.723. - Assumed corporate name.
- Sec. 10.06.725. - Change of name by foreign corporation.
- Sec. 10.06.728. - Application for certificate of authority.
- Sec. 10.06.730. - Contents of application.
- Sec. 10.06.733. - Execution and filing of application for certificate of authority.
- Sec. 10.06.735. - Effect of certificate of authority.
- Sec. 10.06.738. - Amended certificate of authority.
- Sec. 10.06.740. - Status of foreign corporation.
- Sec. 10.06.743. - Revocation of certificate of authority.
- Sec. 10.06.745. - Limitations on revocation of certificate of authority.
- Sec. 10.06.748. - Issuance of certificate of revocation.
- Sec. 10.06.750. - Effect of certificate of revocation.
- Sec. 10.06.753. - Registered office and registered agent of foreign corporation.
- Sec. 10.06.758. - Change of registered office or registered agent of foreign corporation.
- Sec. 10.06.760. - Filing of statement of change.
- Sec. 10.06.763. - Service on foreign corporation.
- Sec. 10.06.765. - Service on commissioner.
- Sec. 10.06.768. - Records kept by commissioner.
- Sec. 10.06.770. - Procedure not exclusive.
- Sec. 10.06.775. - Organic change of foreign corporation.
- Sec. 10.06.778. - Withdrawal of foreign corporation.
- Sec. 10.06.780. - Contents of application for withdrawal.
- Sec. 10.06.783. - Form and execution of application for withdrawal.
- Sec. 10.06.785. - Filing of application for withdrawal.
- Sec. 10.06.788. - Effect of certificate of withdrawal.
- Article 11 - REPORTS, INTERROGATORIES, FEES, TAXES, AND PENALTIES
- Sec. 10.06.805. - Biennial report of domestic and foreign corporations.
- Sec. 10.06.808. - Contents of biennial report.
- Sec. 10.06.811. - Filing of biennial report.
- Sec. 10.06.813. - Filing notice of change of officers, directors, five percent shareholders, and alien affiliates.
- Sec. 10.06.815. - Penalty for failure to file biennial report.
- Sec. 10.06.818. - Interrogatories by commissioner; judicial review.
- Sec. 10.06.820. - Confidentiality of information disclosed by interrogatories.
- Sec. 10.06.823. - Failure or refusal to answer interrogatories.
- Sec. 10.06.825. - Penalty imposed upon officers and directors.
- Sec. 10.06.828. - Incorporation or filing fees.
- Sec. 10.06.830. - Fees for filing certain documents related to agents.
- Sec. 10.06.833. - Payments and filing for withdrawal of foreign corporation.
- Sec. 10.06.835. - Fees on dissolution of domestic corporation.
- Sec. 10.06.838. - Payments and filing required for certificate of dissolution of foreign corporation.
- Sec. 10.06.840. - Fees for certified copies of documents.
- Sec. 10.06.843. - Other filing fees.
- Sec. 10.06.845. - Biennial corporation tax; penalty for nonpayment.
- Sec. 10.06.848. - Failure to pay tax or make report as precluding suit by corporation.
- Sec. 10.06.850. - Commissioner to institute suits to compel payment.
- Sec. 10.06.853. - Failure to pay tax as evidence of inability to meet maturing debts and liabilities.
- Sec. 10.06.855. - Payments to be made in advance.
- Sec. 10.06.858. - Accounting for and disposition of taxes and fees paid.
- Sec. 10.06.863. - Appeal from revocation of certificate of authority.
- Sec. 10.06.865. - Cancellation of certificates issued and filings accepted.
- Sec. 10.06.868. - Forms to be furnished by the commissioner.
- Sec. 10.06.870. - Identification code.
- Article 12 - MISCELLANEOUS PROVISIONS
- Sec. 10.06.905. - Voting of shares; quorum; status of disqualified shares.
- Sec. 10.06.910. - Processing of writings delivered to the commissioner.
- Sec. 10.06.915. - Disapproval of writing by commissioner; appeal.
- Sec. 10.06.920. - Correction of filed writings.
- Sec. 10.06.925. - Writings and absence of filings as evidence.
- Sec. 10.06.930. - Corporate seal as evidence.
- Sec. 10.06.935. - Waiver of notice.
- Article 13 - GENERAL PROVISIONS
- Sec. 10.06.950. - Powers of commissioner.
- Sec. 10.06.953. - Regulations.
- Sec. 10.06.955. - Application to existing corporations.
- Sec. 10.06.958. - Provisions construed as restatements and continuations.
- Sec. 10.06.960. - Corporations organized under Alaska Native Claims Settlement Act.
- Sec. 10.06.961. - Distributions by native corporations to minors in the custody of a state.
- Sec. 10.06.963. - Severability.
- Sec. 10.06.965. - Reservation of power.
- Sec. 10.06.968. - Signature.
- Sec. 10.06.970. - Rules of construction and interpretation.
- Sec. 10.06.990. - Definitions.
- Sec. 10.06.995. - Short title.