Alaska Corporations Code

Alaska · Corporations and Associations · §§ 10.06.005 to 10.06.995 · 251 sections

Overview

This act governs the formation and internal organization of corporations, setting out the purposes for which a corporation may be organized, the general powers it may exercise, and the limits on the authority of shareholders, directors, and officers — including how far a claim that an act exceeded corporate power may be raised. It establishes the mechanics of coming into existence and staying accountable: reserving and registering a corporate name and protecting the exclusive right to use it, filing articles of incorporation and obtaining a certificate of incorporation, holding an organizational meeting, adopting and maintaining bylaws, and keeping a registered office and registered agent through which the corporation can be served. It also governs capital structure, providing for the issuance of shares, the creation of preferred and other special classes, and the establishment of series whose rights and preferences the board may fix by filing a statement before those shares are issued.

Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.

Sections covered

AS 10.06.005Purposes
AS 10.06.010General powers
AS 10.06.015Defense of ultra vires
AS 10.06.020Limitations on powers of shareholders, officers, and directors
AS 10.06.025Contracts or conveyances binding domestic and foreign corporations
AS 10.06.105Corporate name
AS 10.06.110Reservation of corporate name
AS 10.06.115Application for and duration of reservation of name
AS 10.06.120Transfer of reserved name
AS 10.06.125Registration of corporate name
AS 10.06.130Exclusive right to use name; remedies
AS 10.06.135Procedure for registration of corporate name
AS 10.06.140Fee for and duration of registered name
AS 10.06.145Renewal of registered name
AS 10.06.150Registered office and registered agent
AS 10.06.155Registration of agent by nonresident with controlling interest. [Repealed, § 59 ch 82 SLA 1989.]
AS 10.06.160Filing list of registered corporations with superior court; updating and publishing. [Repealed, § 35 ch 126 SLA 1994.]
AS 10.06.165Change of registered office or agent by corporation
AS 10.06.170Change by agent or resignation of agent
AS 10.06.175Service on corporation
AS 10.06.205Incorporators
AS 10.06.208Articles of incorporation
AS 10.06.210Articles of incorporation; optional provisions
AS 10.06.213Delivery of articles of incorporation
AS 10.06.215Disclosure of corporate activities
AS 10.06.218Effect of issuance of certificate of incorporation
AS 10.06.220Liability for acting as nonexistent corporation
AS 10.06.223Organizational meeting
AS 10.06.225Power of incorporators before directors' election
AS 10.06.228Bylaws: adoption, amendment or repeal
AS 10.06.230Bylaws: number of directors and other content
AS 10.06.233Location and inspection of bylaws
AS 10.06.305Issuance of and requirements for shares
AS 10.06.308Issuance of preferred or special classes of shares
AS 10.06.310Issuance of shares in series
AS 10.06.313Variation in rights and preferences of shares
AS 10.06.315Series rights and preferences established by board
AS 10.06.318Manner of establishing series
AS 10.06.320Filing of statement before issuance of class or series
AS 10.06.323Effect of filing statement
AS 10.06.325Redemption of shares; creation of sinking fund; repurchase agreements
AS 10.06.328Irrevocability of subscriptions for shares
AS 10.06.330Payment of subscription for shares
AS 10.06.333Remedies for default in payment
AS 10.06.335Consideration for shares
AS 10.06.338Payment for shares
AS 10.06.340Judgment of board or shareholders as to value of consideration
AS 10.06.343Share rights and options
AS 10.06.345Expenses of organization, reorganization, and financing
AS 10.06.348Certificates representing shares
AS 10.06.349Shares without certificates
AS 10.06.350Information required to be stated on certificate
AS 10.06.353Full payment required for share
AS 10.06.355Issuance of fractional shares or scrip
AS 10.06.356Shares held by nominees
AS 10.06.358Distributions; conditions; financial statements and determinations
AS 10.06.360Prohibited distribution; inability to meet maturing liabilities
AS 10.06.363Prohibited distribution on junior shares; liquidation preference
AS 10.06.365Prohibited distribution on junior shares; relationship to retained earnings
AS 10.06.368Exception for purchase or redemption of shares of deceased shareholder
AS 10.06.370Inapplicability to regulated investment company
AS 10.06.373Share dividends: restrictions
AS 10.06.375Additional restrictions in articles, bylaws, indentures, or agreements
AS 10.06.378Liability of shareholders receiving prohibited distributions; suit against shareholders
AS 10.06.380Identification of distribution in notice to shareholders
AS 10.06.383Inapplicability to winding up and involuntary or voluntary dissolution
AS 10.06.385Redemption of shares at the option of corporation; manner
AS 10.06.388Acquisition of corporation's own shares; reissuance or retirement
AS 10.06.390Capitalization of retained earnings
AS 10.06.405Meetings of shareholders
AS 10.06.408Closing of transfer books and fixing record date
AS 10.06.410Notice of shareholders' meetings
AS 10.06.411Delivery of information and items to shareholders
AS 10.06.413Voting list; liability
AS 10.06.415Quorum of shareholders
AS 10.06.418Proxies
AS 10.06.420Voting of shares
AS 10.06.421Corporation's acceptance of certain documents
AS 10.06.423Actions taken without meeting: written consent; revocation of consent
AS 10.06.424Shareholder agreements
AS 10.06.425Voting trusts and agreements among shareholders
AS 10.06.428Shareholders' preemptive rights
AS 10.06.430Books and records
AS 10.06.433Annual report to shareholders; content; financial statement on request
AS 10.06.435Shareholders' derivative action
AS 10.06.438Liability of shareholders, subscribers, and others arising out of shares
AS 10.06.450Board of directors; duty of care; right of inspection; dissent
AS 10.06.453Number, election, and tenure of directors; initial directors
AS 10.06.455Classification of directors
AS 10.06.458Declaration of board vacancy where director of unsound mind
AS 10.06.460Removal of director without cause
AS 10.06.463Removal of director by superior court
AS 10.06.465Vacancies and resignation; special meeting of shareholders
AS 10.06.468Executive and other board committees
AS 10.06.470Meetings: call, place, notice, and waiver
AS 10.06.473Quorum of directors
AS 10.06.475Alternative meeting arrangements; informal action by directors
AS 10.06.478Director conflicts of interest
AS 10.06.480Liability of directors and contributions from shareholders and other directors
AS 10.06.483Officers; tenure, resignation, authority, and duties
AS 10.06.485Loans to directors, officers, and employees
AS 10.06.490Indemnification of officers, directors, employees, and agents; insurance
AS 10.06.502Permitted and prohibited amendments
AS 10.06.504Procedure to amend articles of incorporation; application to certain elections
AS 10.06.506Class voting on amendments
AS 10.06.508Greater voting requirements
AS 10.06.510Execution and content of articles of amendment
AS 10.06.512Filing of articles of amendment
AS 10.06.514Effective date and effect of amendment
AS 10.06.516Restated articles of incorporation
AS 10.06.518Filing of restated articles of incorporation
AS 10.06.520Effect of issuance of restated certificate of incorporation
AS 10.06.522Amendment of articles of incorporation in reorganization proceedings
AS 10.06.524Filing of amendment of articles in reorganization proceedings
AS 10.06.526Effective date and effect of amendment of articles in reorganization proceedings
AS 10.06.530Merger
AS 10.06.532Procedure for merger
AS 10.06.534Consolidation
AS 10.06.536Procedure for consolidation
AS 10.06.538Share exchange
AS 10.06.540Procedure for share exchange
AS 10.06.542Disparate treatment of shares of the same class or series prohibited; exceptions
AS 10.06.544Notice to and approval by shareholders
AS 10.06.546Manner of approval by shareholders
AS 10.06.548Abandonment of plan of merger, consolidation, or exchange
AS 10.06.550Execution and contents of articles of merger, consolidation, or exchange
AS 10.06.552Filing of articles of merger, consolidation, or exchange
AS 10.06.554Merger of subsidiary corporation
AS 10.06.556Procedure for merger of subsidiary corporation
AS 10.06.558Filing of articles of merger of subsidiary corporation
AS 10.06.560Effective date and effect of merger, consolidation, or exchange
AS 10.06.562Merger, consolidation, or exchange of shares between domestic and foreign corporation
AS 10.06.564Disclosure of alien affiliates
AS 10.06.566Disposition of assets in regular course of business; mortgage or pledge of assets
AS 10.06.568Disposition of assets not in regular course of business
AS 10.06.570Approval of transaction by shareholders
AS 10.06.572Abandonment of transaction by board
AS 10.06.574Right of shareholders to dissent
AS 10.06.576Procedures relating to the exercise of a shareholder's right to dissent; completion of corporate action; notice of election; treatment of shares
AS 10.06.578Offer and payment to dissenting shareholders; circumstances where prohibited
AS 10.06.580Action to determine value of shares
AS 10.06.582Status of shares acquired from dissenting shareholders
AS 10.06.590Conversion to limited liability company. [Repealed, § 29 ch 60 SLA 2013.]
AS 10.06.595Application of provisions
AS 10.06.600Definitions
AS 10.06.605Voluntary dissolution by vote or written consent of shares, or by approval of the board
AS 10.06.608Certificate of election: contents, signing, and filing
AS 10.06.610Revocation of election; contents, signing, and filing of certificate
AS 10.06.613Effective date of revocation and effect of revocation
AS 10.06.615Commencement and conduct of voluntary proceedings for winding up; cessation of business; notice
AS 10.06.618Judicial supervision of voluntary winding up; petition and notice; orders protecting shareholders and creditors
AS 10.06.620Articles of dissolution: contents
AS 10.06.623Filing of articles of dissolution
AS 10.06.625Effect of certificate of dissolution
AS 10.06.628Involuntary dissolution by verified complaint; filing; intervention by shareholder or creditor
AS 10.06.630Avoiding dissolution by verified complaint; purchase of plaintiff's shares; determination of fair value; stay; appraisal; award; appeal
AS 10.06.633Involuntary dissolution by the commissioner: grounds, procedure, reinstatement
AS 10.06.635Commissioner's authority to bring action for involuntary dissolution; grounds; relief
AS 10.06.638Commencement of commissioner's action; notice; default
AS 10.06.640Appointment of provisional director upon deadlock
AS 10.06.643Appointment of receiver: application, hearing and notice, security, qualifications, powers, compensation
AS 10.06.645Decree for winding up and dissolution; further judicial relief
AS 10.06.648Commencement and conduct of involuntary proceedings for winding up; cessation of business; notice
AS 10.06.650Jurisdiction of court
AS 10.06.653Claims against corporation; court and non-court directed winding up; presentation; notice; payment; secured claims; rejected claims
AS 10.06.655Order declaring corporation wound up and dissolved; declarations; effect; additional orders; discharge of directors and other persons
AS 10.06.658Filing of decree of dissolution
AS 10.06.660Powers and duties of directors and others in dissolution proceedings
AS 10.06.663Proceeding to determine identity of directors or to appoint directors
AS 10.06.665Distribution of corporate assets among shareholders or other persons; when to be made
AS 10.06.668Provision for payment of debt or liability
AS 10.06.670Distribution in money, property, or securities; installments
AS 10.06.673Plan of distribution; adoption; binding effect; notice; payment to dissenting shareholders; abandonment
AS 10.06.675Recovery of amounts improperly distributed
AS 10.06.678Continued existence of dissolved corporations; purposes; abatement or commencement of actions; distribution of omitted assets
AS 10.06.705Authorization of foreign corporation
AS 10.06.710Liability for transacting business without certificate of authority
AS 10.06.713Certificate of authority as prerequisite for court proceedings
AS 10.06.715Transacting business without certificate of authority not affecting contracts and right to defend action
AS 10.06.718Activities not constituting transacting business in this state
AS 10.06.720Corporate name of foreign corporation
AS 10.06.723Assumed corporate name
AS 10.06.725Change of name by foreign corporation
AS 10.06.728Application for certificate of authority
AS 10.06.730Contents of application
AS 10.06.733Forms for, and execution and filing of application for certificate of authority
AS 10.06.735Effect of certificate of authority
AS 10.06.738Amended certificate of authority
AS 10.06.740Status of foreign corporation
AS 10.06.743Revocation of certificate of authority
AS 10.06.745Limitations on revocation of certificate of authority
AS 10.06.748Issuance of certificate of revocation
AS 10.06.750Effect of certificate of revocation
AS 10.06.753Registered office and registered agent of foreign corporation
AS 10.06.758Change of registered office or registered agent of foreign corporation
AS 10.06.760Filing of statement of change
AS 10.06.763Service on foreign corporation
AS 10.06.765Service on commissioner
AS 10.06.768Records kept by commissioner
AS 10.06.770Procedure not exclusive
AS 10.06.775Organic change of foreign corporation
AS 10.06.778Withdrawal of foreign corporation
AS 10.06.780Contents of application for withdrawal
AS 10.06.783Form and execution of application for withdrawal
AS 10.06.785Filing of application for withdrawal
AS 10.06.788Effect of certificate of withdrawal
AS 10.06.805Biennial report of domestic and foreign corporations
AS 10.06.808Contents of biennial report
AS 10.06.811Filing of biennial report
AS 10.06.813Filing notice of change of officers, directors, five percent shareholders, and alien affiliates
AS 10.06.815Penalty for failure to file biennial report
AS 10.06.818Interrogatories by commissioner; judicial review
AS 10.06.820Confidentiality of information disclosed by interrogatories
AS 10.06.823Failure or refusal to answer interrogatories; filing of related documents
AS 10.06.825Penalty imposed upon officers and directors
AS 10.06.828Fees for filing articles and certain applications
AS 10.06.830Fees for filing certain documents related to agents
AS 10.06.833Payments and filing for withdrawal of foreign corporation
AS 10.06.835Fees on dissolution of domestic corporation
AS 10.06.838Payments and filing required for certificate of dissolution of foreign corporation
AS 10.06.840Fees for certified copies of documents
AS 10.06.843Other filing fees
AS 10.06.845Biennial corporation tax; penalty for nonpayment
AS 10.06.848Failure to pay tax or make report as precluding suit by corporation
AS 10.06.850Suits to compel tax payment; exemption from corporation tax
AS 10.06.853Failure to pay tax as evidence of inability to meet maturing debts and liabilities
AS 10.06.855Payments to be made in advance
AS 10.06.858Accounting for and deposit of taxes and fees paid
AS 10.06.863Appeal from revocation of certificate of authority
AS 10.06.865Cancellation of certificates issued and filings accepted
AS 10.06.868Forms to be furnished by the commissioner
AS 10.06.870Identification codes
AS 10.06.905Voting of shares; quorum; status of disqualified shares
AS 10.06.910Processing of writings delivered to the commissioner
AS 10.06.915Disapproval of writing by commissioner; appeal
AS 10.06.920Correction of filed writings
AS 10.06.925Writings and absence of filings as evidence
AS 10.06.930Corporate seal as evidence
AS 10.06.935Waiver of notice
AS 10.06.950Powers of commissioner
AS 10.06.953Regulations
AS 10.06.955Application to existing corporations
AS 10.06.958Provisions construed as restatements and continuations
AS 10.06.960Corporations organized under Alaska Native Claims Settlement Act
AS 10.06.961Distributions by Native corporations to minors in the custody of a state
AS 10.06.963Severability
AS 10.06.965Reservation of power
AS 10.06.968Signature
AS 10.06.970Rules of construction and interpretation
AS 10.06.990Definitions
AS 10.06.995Short title

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