Alaska Stat. § 10.50.170 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.170
Rights, powers, and liabilities of assignee who becomes a member.
Status: in_force

(a) An assignee who becomes a member has, to the extent assigned, the rights and powers of a member under the articles of organization, an operating agreement, and this chapter, and is subject to the restrictions and liabilities of a member under the articles of organization, an operating agreement, and this chapter.

(b) In addition to the liabilities imposed under (a) of this section, an assignee of a limited liability company interest who becomes a member of the company is liable for an obligation of the assignor to make a contribution under AS 10.50.280 that is not imposed by the articles of organization, an operating agreement, or otherwise by this chapter.

(c) Notwithstanding (a) and (b) of this section, an assignee who becomes a member is not liable for liabilities that are unknown to the assignee when the assignee becomes a member and that cannot be determined from the written records of the company maintained under AS 10.50.860 .
Alaska Stat. § 10.06.205 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.205
Incorporators.
Status: in_force

One or more natural persons at least 18 years of age may act as incorporators of a corporation by signing and delivering to the commissioner an original and an exact copy of the articles of incorporation for the corporation.
Alaska Stat. § 10.20.600 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.600
Effect of certificate of revocation.
Status: in_force

Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in the state ceases.
Alaska Stat. § 10.30.010 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.010
Formation of cemetery association.
Status: in_force

Five or more persons who are residents of the same recording district may form themselves into a cemetery association, and elect at least three of their members to serve as trustees, and one member as clerk. The trustees and the clerk hold office at the pleasure of the association.
Alaska Stat. § 10.20.452 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.452
Continued existence for certain purposes.
Status: in_force

If a dissolved corporation is the owner of real or personal property, or claims an interest in or lien upon real or personal property, the corporation through its board of directors continues to exist for five years after the date of dissolution for the purpose of conveying, transferring, or releasing the real or personal property or interest in or lien upon the property. In addition, a dissolved corporation through its board of directors continues to exist for the purpose of being made a party in an action or proceeding arising before dissolution and involving the title to real or personal property or an interest in it. The action or proceeding may be instituted and maintained in the same manner as before the dissolution of the corporation. This section does not affect or suspend a statute of limitations applicable to a claim. For the purpose of service of process, notice, or demand within the prescribed time following dissolution, the commissioner is an agent of the dissolved corporation upon whom service may be made in the manner prescribed in AS 10.06.175 (b).
Alaska Stat. § 10.06.660 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.660
Powers and duties of directors and others in dissolution proceedings.
Status: in_force

The powers and duties of the directors or other persons appointed by the court under AS 10.06.648 and officers after commencement of a dissolution proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation: (1) to elect officers and to employ agents and attorneys to liquidate or wind up the affairs of the corporation;

(2) to continue the conduct of the business insofar as necessary for the disposal or winding up of the business;

(3) to carry out contracts and collect, pay, compromise, and settle debts and claims for or against the corporation;

(4) to defend suits brought against the corporation;

(5) to sue, in the name of the corporation, for sums due or owing to the corporation or to recover property of the corporation;

(6) to collect amounts remaining unpaid on subscriptions to shares or to recover unlawful distributions;

(7) to sell at public or private sale, exchange, convey, or otherwise dispose of all or any part of the assets of the corporation for cash in an amount considered reasonable by the board with or without compliance with the provisions of AS 10.06.568 and 10.06.570 and without dissenters' rights ( AS 10.06.574  10.06.582) and upon terms, conditions, and other considerations the board considers reasonable or expedient;

(8) to execute bills of sale and deeds of conveyance in the name of the corporation;

(9) in general to make contracts and to do any and all things in the name of the corporation that may be proper or convenient for the purposes of winding up, settling, and liquidating the affairs of the corporation.
Alaska Stat. § 10.13.700 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.700
Injunction and enforced compliance; appointment of receiver or conservator.
Status: in_force

If, in the opinion of the department, a person has violated this chapter, or if there is reasonable cause to believe that a person is about to violate this chapter, the department may bring an action in superior court to enjoin the violation or to enforce compliance with this chapter. Upon a proper showing, a restraining order, preliminary or permanent injunction, or writ of mandamus shall be granted, and a receiver or a conservator may be appointed for the defendant or the defendant's assets.
Alaska Stat. § 10.13.140 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.140
Notice of officer and director changes.
Status: in_force

Within 30 days of each of the following events, the licensee shall notify the department in writing of the event and provide any additional information that the department requires: (1) the death, resignation, or removal of a director or officer;

(2) the election of a director; or

(3) the appointment of an officer.
Alaska Stat. § 10.06.130 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.130
Exclusive right to use name; remedies.
Status: in_force

(a) A corporation that is organized under this chapter has the exclusive right to the name under which it was organized. A foreign corporation that has obtained a certificate of authority under this chapter has the exclusive right to the name under which it received its certificate of authority. A corporation that has registered a name under AS 10.06.125 has the exclusive right to the use of the registered name.

(b) A corporation with the exclusive right to a name under (a) of this section (1) may enjoin the use of a name that is not distinguishable on the records of the department from the name to which the corporation has the exclusive right under (a) of this section;

(2) has a cause of action for damages against a person who uses a name that is not distinguishable on the records of the department from the name to which the corporation has the exclusive right under (a) of this section.
Alaska Stat. § 10.06.411 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.411
Delivery of information and items to shareholders.
Status: in_force

(a) A corporation shall be considered to have delivered an annual report, proxy statement, or other information to shareholders of record who reside at the same physical location and share an address if the corporation delivers an annual report, proxy statement, or other information to the shared address; the corporation addresses the annual report, proxy statement, or other information to the shareholders as a group (for example, ABC Corporation Shareholders, Jane Doe and Household, or the Smith Family) or to each of the shareholders individually (for example, John Doe and Richard Jones); and (1) each shareholder consents in writing to delivery of one copy of the annual report, proxy statement, or other information to the shareholder's shared address, and the corporation has notified each shareholder of the duration of that shareholder's consent, explained how the shareholder can revoke the consent, and explained that the corporation will begin sending an individual copy of the annual report, proxy statement, or other information to the shareholder within 30 days after revocation of the shareholder's consent; or

(2) all of the following conditions are met: (A) the shareholder has the same last name as the other shareholders at the shared address or the corporation reasonably believes that the shareholders are members of the same family;

(B) the corporation has sent the shareholder a notice at least 60 days before the corporation begins to rely on this section concerning delivery of annual reports, proxy statements, or other information to that shareholder; the notice must (i) state that only one copy of the annual report, proxy statement, or other information will be delivered to the shared address unless the corporation receives contrary instructions from the shareholder;

(ii) include a toll-free telephone number or be accompanied by a reply form that is pre-addressed with postage provided that the shareholder can use to notify the corporation that the shareholder wishes to receive a separate copy of the annual report, proxy statement, or other information;

(iii) state that the corporation will begin sending individual copies to a shareholder within 30 days after the shareholder notifies the corporation that the shareholder wishes to receive a separate copy of the annual report, proxy statement, or other information; and

(iv) include the following statement or a similar clear and understandable statement in boldface type within the text of the notice or on the envelope containing the notice, or, in the case of a notice mailed with other shareholder communications, both within the text of the notice and on the envelope containing the notice: Important Notice Regarding Delivery of Shareholder Documents;

(C) the corporation has not received notice from the shareholder indicating that the shareholder wishes to continue to receive an individual copy of the annual report, proxy statement, or other information; and

(D) the corporation delivers the annual report, proxy statement, or other information to a post office box or to a residential street address; the corporation may assume a street address is a residential street address unless the corporation has information that indicates that the address is a business address.

(b) If a shareholder revokes consent to delivery of one copy of the annual report, proxy statement, or other information to a shared address or notifies the corporation that the shareholder wishes to receive an individual copy of the annual report, proxy statement, or other information, the corporation shall begin sending individual copies to that shareholder within 30 days after the corporation receives the revocation of consent or notice.

(c) A corporation is not required to send a notice of a shareholders' meeting, an annual report, a payment, a notice of a payment, or a proxy statement to a shareholder until the shareholder provides the corporation with written notice of the shareholder's current address if materials set out in (1) or (2) of this subsection have been sent by first class mail to the shareholder's address and have been returned as undeliverable: (1) an annual report and proxy statements for two consecutive annual shareholders' meetings;

(2) during a period of at least 12 months, at least two payments of dividends or interest on securities, or at least two dividend reinvestment confirmations.

(d) For purposes of (a) of this section, address means a street address, a post office box number, an electronic mail address, a facsimile telephone number, or another similar destination to which paper or electronic documents are delivered, unless otherwise provided in this section. If the corporation has reason to believe that the address is a street address of a multi-unit building, the address must include the unit number.
Alaska Stat. § 10.15.395 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.395
Governing law.
Status: in_force

The provisions of AS 10.06 (Alaska Corporations Code) relating to restated articles of business corporations apply to cooperatives, except that the restated articles need not set forth the amount of stated capital.
Alaska Stat. § 10.06.838 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.838
Payments and filing required for certificate of dissolution of foreign corporation.
Status: in_force

If a foreign corporation desires to file a certificate of dissolution from the state of its incorporation, it shall file the certificate, signed by the proper state officer, under seal, upon payment of all biennial corporation taxes and penalties due to this state at the time of dissolution. The filing fee for the certificate of dissolution shall be established by the department by regulation.
Alaska Stat. § 10.15.235 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.235
Recording of uniform cooperative contracts.
Status: in_force

If the cooperative has substantially uniform contracts with more than one member residing or producing the products in a recording district, it may, instead of recording the original contracts, record (1) a true copy of the uniform contract; and

(2) a sworn list of the names of members who have executed the contract and who reside or produce the products in the recording district, and the effective date of the contract as to each member.
Alaska Stat. § 10.06.728 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.728
Application for certificate of authority.
Status: in_force

To receive a certificate of authority to transact business in this state, a foreign corporation shall apply to the commissioner.
Alaska Stat. § 10.50.120 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.120
Eligibility and number of managers.
Status: in_force

Unless otherwise provided in an operating agreement of the company, a manager of a limited liability company may be a person who is not an individual or a member of the company. A company may have more than one manager.
Alaska Stat. § 10.06.340 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.340
Judgment of board or shareholders as to value of consideration.
Status: in_force

In the absence of fraud in the transaction, the judgment of the board or the shareholders as to the value of the consideration received for shares is conclusive.
Alaska Stat. § 10.06.730 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.730
Contents of application.
Status: in_force

The application must set out (1) the name of the corporation and the assumed name, if any, or if the name of the corporation does not contain the word corporation, company, incorporated, or limited or an abbreviation of one of these words, the name of the corporation with the word or abbreviation that it elects to use in this state; and the state or country under whose laws it is incorporated;

(2) the date of incorporation and the period of duration of the corporation;

(3) the address of the principal office of the corporation in the state or country under whose laws it is incorporated;

(4) the address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at that address;

(5) the purpose the corporation proposes to pursue in the transaction of business in this state and the codes from the identification code established under AS 10.06.870 that most closely describe the activities in which the corporation will engage in this state;

(6) the names and addresses of the directors and officers of the corporation;

(7) a statement of the aggregate number of shares that the corporation may issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class;

(8) a statement of the aggregate number of issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class;

(9) a statement expressed in dollars of the amount of stated capital of the corporation;

(10) an estimate expressed in dollars of the (A) value of all property to be owned by the corporation for the following year;

(B) value of the property of the corporation to be located in this state during the following year;

(C) gross amount of all business that will be transacted by the corporation during the following year; and

(D) gross amount of business that will be transacted by the corporation at or from places of business in this state during the following year;

(11) additional information necessary or appropriate to enable the commissioner to determine whether the corporation is entitled to a certificate of authority and to determine and assess the fees and taxes prescribed in this chapter that are payable;

(12) the name and address of each alien affiliate, the percentage of outstanding shares controlled by each alien affiliate, and a specific description of the nature of the relationship between the foreign corporation and its alien affiliate; or, a statement that there are no alien affiliates;

(13) the name and address of each person owning at least five percent of the shares, or five percent of any class of shares, and the percentage of the shares or class of shares owned by that person.
Alaska Stat. § 10.06.325 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.325
Redemption of shares; creation of sinking fund; repurchase agreements.
Status: in_force

(a) A corporation may provide in the articles of incorporation for one or more classes or series of (1) common shares that are redeemable, in whole or in part, (A) at the option of the corporation; or

(B) to the extent and upon the happening of one or more specified events;

(2) preferred shares that are redeemable, in whole or in part, (A) at the option of the corporation;

(B) to the extent and upon the happening of one or more specified events;

(C) at the option of the holder; or

(D) upon the vote of at least a majority of the outstanding shares of the class or series to be redeemed.

(b) Notwithstanding the other provisions of this section, an open-end investment company registered under the United States Investment Company Act of 1940 may, if its articles of incorporation so provide, issue shares that are redeemable at the option of the holder at a price approximately equal to the shares' proportionate interest in the net assets of the corporation, and a shareholder may compel redemption of the shares in accordance with their terms.

(c) Nothing in this section prevents a corporation from creating a sinking fund or similar provision or entering into an agreement for the redemption or purchase of its shares to the extent permitted by this chapter.

(d) Except as provided by AS 10.06.385 , a redemption of shares shall be made at the price, within the time, and upon the terms and conditions stated in the articles. When the articles permit a partial redemption of a class or series of shares, the articles must prescribe the method of selecting the shares to be redeemed. The method of selection may be (1) pro rata;

(2) by lot;

(3) at the discretion of, or in a manner approved by, the board; or

(4) upon other terms and conditions stated in the articles.

(e) Notwithstanding the provisions of AS 10.06.375 , a corporation may not issue redeemable shares unless the shares are redeemable as provided in this section.
Alaska Stat. § 10.06.655 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.655
Order declaring corporation wound up and dissolved; declarations; effect; additional orders; discharge of directors and other persons.
Status: in_force

(a) Upon the final settlement of the accounts of the directors or other persons appointed under AS 10.06.648 and the determination that the corporation's affairs are in a condition for it to be dissolved, the court shall make an order declaring the corporation legally wound up and dissolved. The order shall declare that the (1) corporation has been legally wound up, that any tax or penalty due under AS 10.06.805  10.06.870 has been paid or secured and that the other known debts and liabilities of the corporation have been paid or adequately provided for, or that taxes, penalties, debts, and liabilities have been paid as far as its assets permit; if adequate provision has been made for the payment of all known debts or liabilities, the order shall state what provision has been made, setting out the name and address of the corporation, person, or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made or other information as may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability;

(2) known assets of the corporation have been distributed to the persons entitled to the assets or that it acquired no known assets;

(3) accounts of directors or other persons appointed under AS 10.06.648 have been settled and that they are discharged from their duties and liabilities to creditors and shareholders;

(4) corporation is dissolved.

(b) The court may make additional orders and grant further relief as it considers proper upon the evidence submitted.

(c) Upon the making of the order declaring the corporation dissolved, corporate existence ceases except for the purposes of further winding up if needed. The directors or other persons appointed under AS 10.06.648 shall be discharged from their duties and liabilities, except as needed to complete the winding up.
Alaska Stat. § 10.15.290 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.290
Determination of net proceeds, savings, or losses.
Status: in_force

For the purposes of AS 10.15.275  10.15.290 net proceeds or savings or net losses shall be computed in accordance with generally accepted accounting principles applicable to cooperative corporations, and after deducting from gross proceeds or savings dividends paid upon capital stock.
Alaska Stat. § 10.25.145 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.145
Liability, indemnification, and insurance.
Status: in_force

(a) A protected person is not individually liable for conduct performed within the scope of the person's duties for the cooperative. However, the protected person may be held individually liable for conduct if it was not reasonable for the person to believe that the conduct was in, or not contrary to, the best interests of the cooperative.

(b) Unless prohibited by the articles of incorporation or bylaws, the cooperative shall indemnify a protected person who is or may be made a party to a contested matter against expenses actually and reasonably incurred in connection with the contested matter. However, the cooperative may not indemnify the protected person if the person did not reasonably believe the conduct to be in, or not opposed to, the best interests of the cooperative. With respect to a criminal action or proceeding, the cooperative shall indemnify a protected person unless the person had reasonable cause to believe that the conduct was unlawful.

(c) A cooperative may purchase and maintain insurance on behalf of a protected person against liability asserted against the protected person and incurred in an official capacity or arising out of the person's status, whether or not the cooperative would have the power to indemnify the person against the liability under this section.

(d) In this section, (1) conduct includes action, inaction, and omission;

(2) contested matter means a proposed, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative;

(3) expenses include attorney fees, judgments, fines, and amounts paid in settlement;

(4) protected person means a director, officer, employee, or agent of a cooperative.
Alaska Stat. § 10.13.440 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.440
Purchase.
Status: in_force

A licensee may not purchase all or substantially all of the business of another person unless the purchase is approved by the department.
Alaska Stat. § 10.50.625 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.625
Amendment of registration.
Status: in_force

A foreign limited liability company may amend its registration by filing an amendment of registration with the department that is signed by a person who has the authority to sign it under the law of the state or other jurisdiction of the company's organization.
Alaska Stat. § 10.06.635 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.635
Commissioner's authority to bring action for involuntary dissolution; grounds; relief.
Status: in_force

(a) In addition to other remedies provided by law, a corporation may be dissolved involuntarily by a decree of the superior court in an action filed by the commissioner when it is established that the corporation has (1) procured its certificate of incorporation through fraud;

(2) continued to exceed or abuse the authority conferred upon it by law;

(3) seriously violated a statute regulating corporations; or

(4) violated a provision of law by an act or default that under the law is a ground for forfeiture of corporate existence.

(b) The court may order dissolution or other or partial relief as it considers just and expedient. The court also may appoint a receiver under AS 10.06.643 for winding up the affairs of the corporation or may order that the corporation be wound up by its board subject to the supervision of the court.
Alaska Stat. § 10.13.710 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.710
Cease and desist orders for unlicensed persons.
Status: in_force

If the department finds that a person has violated or that there is reasonable cause to believe that the person is about to violate AS 10.13.120 (b) or 10.13.610(a), the department may order the person to cease and desist from the violation unless and until the person is issued a license under this chapter.
Alaska Stat. § 10.30.100 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.100
Transfer of cemetery lots.
Status: in_force

A cemetery association or nonprofit cemetery corporation may adopt regulations the association or corporation considers expedient for disposing of and conveying cemetery lots.
Alaska Stat. § 10.13.880 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.880
Application of law under which licensee incorporated.
Status: in_force

Except as otherwise provided in this section, the provisions of the law under which a licensee is incorporated apply to the licensee. If a provision of the licensee's incorporating law conflicts with a provision of this chapter, this chapter controls.
Alaska Stat. § 10.06.506 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.506
Class voting on amendments.
Status: in_force

(a) The holders of the outstanding shares of a class may vote as a class upon a proposed amendment, whether or not the holders are entitled to vote on the amendment by the provisions of the articles of incorporation, if the amendment (1) increases or decreases the aggregate number of authorized shares of the class;

(2) exchanges, reclassifies, or cancels all or part of the shares of the class;

(3) exchanges or creates a right of exchange of all or part of the shares of another class into the shares of the class;

(4) changes the designations, preferences, limitations, or relative rights of the shares of the class;

(5) changes the shares of the class into the same or a different number of shares of the same class or another class;

(6) creates a new class of shares having rights and preferences prior and superior to the shares of the class, or increases the rights and preferences or the number of authorized shares of a class having rights and preferences prior or superior to the shares of the class;

(7) divides the shares of a preferred or special class into series and fixes and determines the designation of the series and the variations in the relative rights and preferences between the shares of the series or authorizes the board to do so;

(8) limits or denies the existing preemptive rights of the shares of the class;

(9) cancels or otherwise affects dividends on the shares of the class that are accrued but not declared.

(b) If the holders of the outstanding shares of a class are entitled to vote as a class under (a) of this section, the amendment is not approved unless it receives a majority vote of the outstanding shares of that class and approval of the outstanding shares.
Alaska Stat. § 10.20.041 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.041
Change of location or resignation of registered agent.
Status: in_force

(a) If the registered agent of a corporation, domestic or foreign, changes the location of an office from one address to another within a city or town, or from one city or town in the state to another, the agent may change the registered office for each corporation for whom the agent is acting as registered agent by filing in the office of the commissioner a statement setting out (1) the name of the agent;

(2) the address of the office before change;

(3) the address to which the office is changed; and

(4) a list of corporations for whom the agent is furnishing a registered office.

(b) The statement in (a) of this section shall be executed by the registered agent in the agent's individual name and, if the agent is a corporation, domestic or foreign, it shall be executed by its president or a vice-president. The statement shall be delivered to the commissioner who, upon finding that it complies with this chapter, shall file it in the commissioner's office. The change becomes effective when the statement is filed.

(c) A registered agent may resign by filing a written notice, executed in duplicate, with the commissioner. The commissioner shall immediately mail a copy of the notice to the corporation at its registered office. The appointment of the agent terminates 30 days after receipt of the notice by the commissioner.
Alaska Stat. § 10.20.400 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.400
Powers and duties of receiver.
Status: in_force

The order appointing the liquidating receiver shall state the receiver's powers and duties. The powers and duties may be increased or diminished at any time during the liquidation proceedings.
Alaska Stat. § 10.06.574 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.574
Right of shareholders to dissent.
Status: in_force

(a) A shareholder may dissent from the following corporate actions: (1) a plan of merger, consolidation, or exchange to which the corporation is a party; or

(2) a sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual and regular course of its business, including a sale in dissolution, but not including a sale under a court order or a sale for cash on terms requiring that all or substantially all of the net proceeds of the sale be distributed to the shareholders in accordance with their respective interests within one year after the date of sale.

(b) The rights of a shareholder who dissents as to less than all of the shares registered in the name of the shareholder shall be determined as if the shares as to which the shareholder dissents and the other shares of the shareholder are registered in the names of different shareholders.

(c) This section does not apply to the shareholders of the surviving corporation in a merger if a vote of shareholders of the surviving corporation is not necessary to authorize the merger.

(d) This section does not apply to the holders of shares of a class or series if the shares of the class or series were registered on a national securities exchange on the date fixed to determine the shareholders entitled to vote at the meeting of shareholders at which the plan of merger, consolidation, or exchange or the proposed sale or exchange of property and assets is to be acted upon unless the articles of the corporation provide otherwise.
Alaska Stat. § 10.06.595 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.595
Application of provisions.
Status: in_force

Except as provided by AS 10.55.201 (c)(1)(A) and 10.55.301(d), a corporation may enter into a merger, interest exchange, conversion, or domestication under AS 10.55 . AS 10.06.566 and 10.06.568 do not apply to mergers, interest exchanges, conversions, and domestications that are covered by AS 10.55 .
Alaska Stat. § 10.55.504 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.504
Amendment or abandonment of plan of domestication.
Status: in_force

(a) A plan of domestication of a domestic domesticating entity may be amended (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2) by the governors or interest holders of the entity in the manner provided in the plan; however, an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change (A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, to be received by any of the interest holders of the domesticating entity under the plan;

(B) the public organic document or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or

(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(b) After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned (1) as provided in the plan; or

(2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of domestication is abandoned after a statement of domestication has been filed with the department and before the filing becomes effective, a statement of abandonment, signed on behalf of the entity, shall be filed with the department before the time the statement of domestication becomes effective. The statement of abandonment takes effect upon filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain (1) the name of the domesticating entity;

(2) the date on which the statement of domestication was filed; and

(3) a statement that the domestication has been abandoned in accordance with this section.
Alaska Stat. § 10.13.640 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.640
Financing assistance to discharge obligation to associate of licensee.
Status: in_force

A licensee may not directly or indirectly provide financing assistance to discharge, or to free money for use in discharging, part or all of an obligation to an associate of the licensee. This section does not apply to a transaction of an associate of a licensee in the normal course of the associate's business involving a line of credit or financing assistance with a term of not more than five years.
Alaska Stat. § 10.45.050 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.050
Issuance of shares.
Status: in_force

A professional corporation may issue shares of its capital stock to persons licensed by a regulatory board of the state to render the professional service specified in the articles of incorporation, or to a revocable or joint revocable trust if a settlor of the trust is a person licensed by a regulatory board of the state to render the professional service specified in the articles of incorporation. It may not issue shares to any other person or trust.
Alaska Stat. § 10.20.500 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.500
Effect of certificate of authority.
Status: in_force

Upon the issuance of a certificate of authority by the commissioner, the corporation may transact business in the state for the purpose set out in its application, subject, however, to the right of the state to suspend or revoke the authority as provided in this chapter.
Alaska Stat. § 10.06.218 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.218
Effect of issuance of certificate of incorporation.
Status: in_force

The corporate existence begins on the issuance of the certificate of incorporation. That certificate is conclusive evidence that all precedent conditions required to be performed by the incorporators have been satisfied and that the corporation has been incorporated. Issuance does not affect the right of the state to bring a proceeding to cancel or revoke the certificate or for involuntary dissolution of the corporation. The doctrines of de jure compliance, de facto corporations, and corporations by estoppel are abolished.
Alaska Stat. § 10.25.410 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.410
Nonliability of members for debts of cooperative.
Status: in_force

A member is not liable or responsible for any debts of the cooperative and the property of the members is not subject to execution therefor.
Alaska Stat. § 10.25.600 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.600
Correction of defectively organized cooperatives.
Status: in_force

If a cooperative has filed defective articles of incorporation, or has failed to do all things necessary to perfect its corporate organization, it may file corrected articles of incorporation, or amend the original articles, and do and perform all acts and things necessary for the correction of the defects. The action so taken is valid and binding upon all persons concerned. The capacity of the cooperative to file corrected articles of incorporation or amendments to the original articles, or to do and perform all acts and things necessary, may not be questioned.
Alaska Stat. § 10.15.560 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.560
Payment required for filing.
Status: in_force

The department may not file a document until all fees and charges required to be paid have been paid or while the cooperative is in default in the payment of fees, charges or penalties provided in this chapter to be paid by or assessed against it.
Alaska Stat. § 10.20.236 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.236
Adoption of plan of merger or consolidation.
Status: in_force

(a) A plan of merger or consolidation shall be adopted in the manner set out in this section.

(b) If the members of a merging or consolidating corporation are entitled to vote, the board of directors of the corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.

(c) If a merging or consolidating corporation has no members, or no members entitled to vote, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.
Alaska Stat. § 10.55.204 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.204
Amendment or abandonment of plan of merger.
Status: in_force

(a) A plan of merger of a domestic merging entity may be amended (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2) by the governors or interest holders of the entity in the manner provided in the plan; however, an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change (A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, to be received by the interest holders of any party to the plan;

(B) the public organic document or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or

(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(b) After a plan of merger has been approved by a domestic merging entity and before a statement of merger becomes effective, the plan may be abandoned (1) as provided in the plan; or

(2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of merger is abandoned after a statement of merger has been filed with the department and before the filing becomes effective, a statement of abandonment, signed on behalf of a merging entity, must be filed with the department before the time the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain (1) the name of each merging or surviving entity that is a domestic entity or a qualified foreign entity;

(2) the date on which the statement of merger was filed; and

(3) a statement that the merger has been abandoned in accordance with this section.
Alaska Stat. § 10.06.566 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.566
Disposition of assets in regular course of business; mortgage or pledge of assets.
Status: in_force

The board of the corporation, without the approval of the shareholders or outstanding shares of the corporation, may authorize the sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of its business and the mortgage or pledge of any or all property and assets of a corporation whether or not in the usual and regular course of business, upon terms and conditions and for consideration, that may consist in whole or in part of cash or other property, including shares, obligations, or other securities of another domestic or foreign corporation.
Alaska Stat. § 10.20.650 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.650
Penalties imposed upon officers and directors.
Status: in_force

Each officer and director of a domestic or foreign corporation who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded by the commissioner in accordance with this chapter, or who signs any articles, statement, report, application, or other document filed with the commissioner that is known to the officer or director to be false in any material respect, is guilty of a misdemeanor, and upon conviction is punishable by a fine of not more than $500.
Alaska Stat. § 10.06.356 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.356
Shares held by nominees.
Status: in_force

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder.

(b) The procedure may set out (1) the types of nominees to whom it applies;

(2) the rights or privileges that the corporation recognizes in a beneficial owner;

(3) the manner in which the procedure is selected by the nominee;

(4) the information that must be provided when the procedure is selected;

(5) the period when selection of the procedure is effective; and

(6) other aspects of the rights and duties created.
Alaska Stat. § 10.20.355 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.355
Jurisdiction of court to liquidate assets and business of corporation.
Status: in_force

The superior court may liquidate the assets and business of a corporation in the cases provided in AS 10.20.360  10.20.370.
Alaska Stat. § 10.25.530 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.530
Fees.
Status: reserved

(a) The commissioner shall establish by regulation and charge and collect fees for (1) filing articles of incorporation;

(2) filing articles of amendment;

(3) filing articles of consolidation or merger;

(4) filing articles of conversion;

(5) filing certificate of election to dissolve;

(6) filing articles of dissolution;

(7) filing certificate of change of principal office and designation or change of registered office and registered agent; and

(8) acting as agent for service of process.

(b) The department may by regulation charge each cooperative subject to this chapter a fixed fee in place of the various fees specified in this chapter and for the routine administrative services rendered to the corporation by the department.

(c) [Repealed, § 28 ch 90 SLA 1991.]
Alaska Stat. § 10.13.320 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.320
Examples of potential conflicts of interest.
Status: in_force

(a) In AS 10.13.300  10.13.310, licensee transactions that involve a potential conflict of interest include (1) providing financing assistance to a principal shareholder of the licensee, to a person controlled by a principal shareholder of the licensee, or to a director, officer, partner, relative, controlling person, or affiliate of a principal shareholder of the licensee;

(2) providing financing assistance to a business to which one or more of the following provides or plans to provide contemporaneous financing assistance: (A) a principal shareholder of the licensee;

(B) a director, officer, partner, relative, controlling person, or affiliate of a principal shareholder of a licensee;

(C) an affiliate of a principal shareholder of a licensee; or

(D) a person controlled by a principal shareholder of the licensee;

(3) providing financing assistance to a business that has or is expected to have a substantial business relationship with another business that has a director, officer, or controlling person who is also (A) a director, officer, or controlling person of the licensee; or

(B) the spouse of a director, officer, or controlling person of the licensee;

(4) providing financing assistance to a business if the business, or a director, officer, or controlling person of the business contemporaneously has lent or will lend money to an associate of the licensee;

(5) providing financing assistance for the purchase of property of an associate or principal shareholder of the licensee;

(6) selling or otherwise transferring an asset of the licensee to an associate or principal shareholder of the licensee.

(b) In this section, relative means a parent, child, sibling, spouse, grandparent, grandchild, nephew, niece, aunt, or uncle, or a relative of the same degree through marriage.

Article 4. Acquisitions of Control, Mergers, Purchases, and Sales.
Alaska Stat. § 10.06.853 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.853
Failure to pay tax as evidence of inability to meet maturing debts and liabilities.
Status: in_force

Failure of a corporation to pay the biennial corporation tax for a period of one year after the date when payment first becomes due is prima facie evidence of the inability of a corporation to meet maturing debts and liabilities that may be shown under AS 10.06.360 by the state, a private person, or a corporation.
Alaska Stat. § 10.50.590 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.590
Definition.
Status: in_force

In AS 10.50.500  10.50.590, limited liability company means a limited liability company organized under this chapter or a foreign limited liability company.
Alaska Stat. § 10.20.295 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.295
Distribution of assets.
Status: in_force

The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) all liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor;

(2) assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with the requirements;

(3) assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, under a plan of distribution adopted as provided in this chapter;

(4) other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

(5) any remaining assets may be distributed to persons, societies, organizations or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.
Alaska Stat. § 10.06.658 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.658
Filing of decree of dissolution.
Status: in_force

The clerk of the court shall file with the commissioner a certified copy of a court decree dissolving a corporation. A fee may not be charged for the filing of a decree of dissolution.
Alaska Stat. § 10.40.100 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.100
Articles as evidence of corporate existence.
Status: in_force

The articles of incorporation or a certified copy of those filed with the Department of Commerce, Community, and Economic Development are evidence of the existence of the corporation.
Alaska Stat. § 10.06.490 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.490
Indemnification of officers, directors, employees, and agents; insurance.
Status: in_force

(a) A corporation may indemnify a person who was, is, or is threatened to be made a party to a completed, pending, or threatened action or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Indemnification may include reimbursement of expenses, attorney fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe the conduct was unlawful. The termination of an action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, the person had reasonable cause to believe that the conduct was unlawful.

(b) A corporation may indemnify a person who was, is, or is threatened to be made a party to a completed, pending, or threatened action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Indemnification may include reimbursement for expenses and attorney fees actually and reasonably incurred by the person in connection with the defense or settlement of the action if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made in respect of any claim, issue, or matter as to which the person has been adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation except to the extent that the court in which the action was brought determines upon application that, despite the adjudication of liability, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses that the court considers proper.

(c) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of an action or proceeding referred to in (a) or (b) of this section, or in defense of a claim, issue, or matter in the action or proceeding, the director, officer, employee, or agent shall be indemnified against expenses and attorney fees actually and reasonably incurred in connection with the defense.

(d) Unless otherwise ordered by a court, indemnification under (a) or (b) of this section may only be made by a corporation upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because the director, officer, employee, or agent has met the applicable standard of conduct set out in (a) and (b) of this section. The determination shall be made by (1) the board by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding;

(2) independent legal counsel in a written opinion if a quorum under (1) of this subsection is (A) not obtainable; or

(B) obtainable but a majority of disinterested directors so directs; or

(3) approval of the outstanding shares.

(e) The corporation may pay or reimburse the reasonable expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition in the manner provided in (d) of this section if (1) in the case of a director or officer, the director or officer furnishes the corporation with a written affirmation of a good faith belief that the standard of conduct described in AS 10.06.450 (b) or 10.06.483(e) has been met;

(2) the director, officer, employee, or agent furnishes the corporation a written unlimited general undertaking, executed personally or on behalf of the individual, to repay the advance if it is ultimately determined that an applicable standard of conduct was not met; and

(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this chapter.

(f) The indemnification provided by this section is not exclusive of any other rights to which a person seeking indemnification may be entitled under a bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the official capacity of the person and as to action in another capacity while holding the office. The right to indemnification continues as to a person who has ceased to be a director, officer, employee, or agent, and inures to the benefit of the heirs, executors, and administrators of the person.

(g) A corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in that capacity, or arising out of that status, whether or not the corporation has the power to indemnify the person against the liability under the provisions of this section.

Article 7. Amendments and Changes.
Alaska Stat. § 10.13.750 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.750
Removal, prohibition, and suspension orders for certain acts.
Status: in_force

(a) The department may issue an order removing a subject person of a licensee from office with the licensee and prohibiting the subject person from further participating in any manner in the conduct of the business of the licensee if the department determines after notice and a hearing that (1) the person has violated this chapter or another applicable law, has engaged in an unsafe or unsound act with respect to the business of the licensee, or has engaged in an act that constitutes a breach of the person's fiduciary duty;

(2) the act, violation, or breach of fiduciary duty has caused or is likely to cause substantial financial loss or other damage to the licensee, has seriously prejudiced or is likely to seriously prejudice the interest of the licensee, or the person has received financial gain by reason of the act, violation, or breach of fiduciary duty; and

(3) the act, violation, or breach of fiduciary duty involves dishonesty on the part of the person, demonstrates the person's gross negligence with respect to the business of the licensee, or demonstrates the person's wilful disregard for the safety and soundness of the licensee.

(b) The department may issue an order removing a subject person of the licensee from office with the licensee and prohibiting the subject person from further participating in any manner in the conduct of the business of the licensee, except with the prior consent of the department if, after notice and a hearing, the department determines that, by engaging or participating in an act with respect to a financial or other business institution that resulted in substantial financial loss or other damage, the subject person of a licensee demonstrated (1) dishonesty or a wilful or continuing disregard for the safety and soundness of the financial or other business institution; and

(2) unfitness to continue as a subject person of the licensee or to participate in conducting the business of the licensee.

(c) The department may immediately issue an order suspending a subject person of a licensee from the person's office, if any, with the licensee and prohibiting the subject person from further participating in any manner in the conduct of the business of the licensee except with the consent of the department, if the department determines that (1) the factors in (a) or (b) of this section are true with respect to the person; and

(2) an immediate order is necessary to protect the interests of the licensee or the public.

(d) In this section, office means, when used with respect to a licensee, the position of director, officer, or employee of the licensee or of a subsidiary of the licensee.
Alaska Stat. § 10.25.080 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.080
Membership.
Status: in_force

(a) Each incorporator of a cooperative shall be a member of the cooperative or of another cooperative that is a member of it. A person may not become a member unless that person agrees to use electric energy, telephone or related telecommunications service, or other services furnished by the cooperative when they are made available through its facilities.

(b) Membership in a cooperative is not transferrable, except as provided in the bylaws. The bylaws may (1) prescribe additional qualifications and limitations on membership;

(2) require membership as a condition of obtaining service from the cooperative;

(3) provide for termination or suspension of membership; however, a membership may not be terminated unless procedures for termination are contained in the bylaws.
Alaska Stat. § 10.06.733 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.733
Forms for, and execution and filing of application for certificate of authority.
Status: in_force

The application of the corporation for a certificate of authority shall be on forms prescribed and furnished by the commissioner. The application shall be executed by the president or vice-president of the corporation and by its secretary or an assistant secretary. The original application and an exact copy of it shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of authority.
Alaska Stat. § 10.55.402 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.402
Plan of conversion.
Status: in_force

(a) A domestic entity may convert to a different type of entity under AS 10.55.401  10.55.406 by approving a plan of conversion. The plan must be in a record and contain (1) the name and type of the converting entity;

(2) the name, jurisdiction of organization, and type of the converted entity;

(3) the manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property;

(4) the proposed public organic document of the converted entity, if the converted entity will be a filing entity;

(5) the full text of the private organic rules of the converted entity that are proposed to be in a record;

(6) the other terms and conditions of the conversion; and

(7) any other provision required by the law of this state or the organic rules of the converting entity.

(b) A plan of conversion may contain any other provision not prohibited by law.
Alaska Stat. § 10.45.120 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.120
Corporate name.
Status: reserved

(a) The corporate name of a professional corporation shall contain the last name of one or more of its shareholders, unless the regulations of a particular regulating board or the ethics of a profession permit the use of a corporate name which does not include the surname of any present or former shareholder. The corporate name shall be ended by the word Corporation, Incorporated, or Limited, or by the abbreviation Corp., Inc., or Ltd., or by the words, a professional corporation, or by the abbreviation P.C.

(b) The corporate name of a professional corporation must be distinguishable on the records of the Department of Commerce, Community, and Economic Development from the name of any other organized entity and from a reserved or registered name. The Department of Commerce, Community, and Economic Development may adopt regulations to implement this subsection. In this subsection, organized entity and reserved or registered name have the meanings given in AS 10.35.040 .
Alaska Stat. § 10.15.190 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.190
Waiver of notice.
Status: in_force

Whenever a notice is required to be given to a member or director of a cooperative under this chapter or under the articles or bylaws of a cooperative, a waiver of notice in writing signed by the person entitled to the notice, before or after the time stated in the notice, is equivalent to the giving of the notice.
Alaska Stat. § 10.50.115 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.115
Appointment, removal, and replacement of managers.
Status: in_force

Except as otherwise provided in an operating agreement of a limited liability company, a manager of the company may not be appointed, removed, or replaced, unless more than one-half of all of the members of the company authorize the appointment, removal, or replacement.
Alaska Stat. § 10.06.618 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.618
Judicial supervision of voluntary winding up; petition and notice; orders protecting shareholders and creditors.
Status: in_force

If a corporation is in the process of voluntary winding up, a court, upon the petition of the corporation, a five-percent shareholder, or three or more creditors, and upon notice to the corporation and to other persons interested in the corporation as shareholders and creditors as the court may order, may take jurisdiction over the voluntary winding-up proceeding if it appears necessary for the protection of any parties in interest. The court, if it assumes jurisdiction, may make orders as to any and all matters concerning the winding up of the affairs of the corporation and for the protection of its shareholders and creditors of the corporation.
Alaska Stat. § 10.10.170 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.170
Duration of corporation.
Status: in_force

The duration of the corporation shall be 50 years, subject, however, to the right of the stockholders and the members to dissolve the corporation before the expiration of that period as provided in AS 10.10.180 .
Alaska Stat. § 10.50.860 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.860
Maintenance of records.
Status: in_force

Unless otherwise provided in an operating agreement, a limited liability company shall keep at its main office (1) current and past lists that state in alphabetical order the full name and last known mailing address of every member and manager of the company;

(2) a copy of the company's articles of organization and amendments to the articles, including a signed copy of a power of attorney used by a person who signed articles of amendment for the company;

(3) a copy of the company's federal, state, and local income tax returns and financial statements, if any, for the three most recent years or, if the returns and statements are not prepared, a copy of the information and statements provided to, or that should have been provided to, the members to enable the members to prepare their federal, state, and local tax returns for the three-year period;

(4) a copy of any effective operating agreement of the company, amendments to the agreement, and former operating agreements;

(5) unless contained in an operating agreement, (A) a document stating the amount of cash contributed by a member of the company, the agreed value of other property or services contributed by a member, and when a member is to make additional contributions;

(B) a document stating the events, if any, that cause the company to be dissolved and its affairs wound up; and

(C) other documents that an operating agreement requires the company to prepare.
Alaska Stat. § 10.06.360 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.360
Prohibited distribution; inability to meet maturing liabilities.
Status: in_force

A corporation or subsidiary of a corporation may not make a distribution to the corporation's shareholders if the corporation or the subsidiary making the distribution is, or as a result of the distribution would be, likely to be unable to meet its liabilities as they mature.
Alaska Stat. § 10.06.373 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.373
Share dividends: restrictions.
Status: in_force

A dividend payable in shares of a class may not be paid to the holders of shares of another class unless authorized by the articles of incorporation or unless payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.
Alaska Stat. § 10.06.750 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.750
Effect of certificate of revocation.
Status: in_force

Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this state ceases.
Alaska Stat. § 10.30.058 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.058
Other transactions.
Status: in_force

A cemetery association and a nonprofit cemetery corporation may enter into mergers, interest exchanges, conversions, and domestications under AS 10.55 (Alaska Entity Transactions Act).
Alaska Stat. § 10.20.700 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.700
Unauthorized assumption of corporate powers.
Status: in_force

Persons who assume to act as a corporation without authority are jointly and severally liable for debts and liabilities incurred or arising as a result of that action.
Alaska Stat. § 10.50.105 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.105
Restatement of articles.
Status: in_force

A limited liability company may restate its articles of organization at any time. The company shall file its restated articles with the department. The restated articles of organization must be specifically designated as restated articles in the title to the restated articles and must state, either in the title or in an introductory paragraph, the (1) company's present and, if the name is changed, all of the company's former names; and

(2) date of the filing of the company's original articles of organization.

Article 5. Management.
Alaska Stat. § 10.20.620 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.620
Biennial report of domestic and foreign corporations.
Status: in_force

Each domestic corporation and each foreign corporation authorized to transact business in the state shall file a biennial report within the time prescribed by this chapter. The information contained in the biennial report shall be given as of June 30 of the reporting year.
Alaska Stat. § 10.20.485 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.485
Contents of application.
Status: in_force

The application must set out (1) the name of the corporation and the state or country under the laws of which it is incorporated;

(2) the date of incorporation and the period of duration of the corporation;

(3) the address of the principal office of the corporation in the state or country under the laws of which it is incorporated;

(4) the address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at that address;

(5) the purpose or purposes of the corporation that it proposes to pursue in conducting its affairs in the state;

(6) the names and addresses of the directors and officers of the corporation;

(7) additional information which may be necessary or appropriate in order to enable the commissioner to determine whether the corporation is entitled to a certificate of authority to conduct affairs in the state;

(8) the name and address of a person owning at least five percent of the shares, or five percent of any class of shares, and the percentage of the shares or class of shares owned by that person.
Alaska Stat. § 10.50.078 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.078
Disclosure of company activities.
Status: in_force

The organizers delivering articles of organization under AS 10.50.070 shall deliver with the articles a separate statement of the codes from the identification codes established under AS 10.06.870 that most closely describe the activities in which the company will initially engage.
Alaska Stat. § 10.06.423 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.423
Actions taken without meeting: written consent; revocation of consent.
Status: in_force

(a) Unless prohibited by the articles or the bylaws, whenever under this chapter shareholders are required or permitted to take action by vote, the action may be taken without a meeting by written consents, identical in content, setting out the action taken, signed by the holders of all outstanding shares entitled to vote on the action.

(b) A shareholder giving a written consent, or the shareholder's proxy holder, or a transferee of the shares or a personal representative or proxy holder of the shareholder, may only revoke the consent by a writing received by the corporation before the time that written consents of the shares required to authorize the proposed action have been filed with the secretary of the corporation. The revocation is effective upon receipt by the secretary of the corporation.
Alaska Stat. § 10.50.205 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.205
Removal of member.
Status: in_force

(a) A person's membership in a limited liability company may not be terminated by removal except as provided by (b) or (c) of this section.

(b) Except as provided in (c) of this section, a person's membership in a limited liability company terminates if the person assigns all of the person's interest in the company and if a majority of the members who have not assigned their interests in the company authorize the removal of the person as a member.

(c) If an operating agreement of the company provides for the removal of a member with or without cause, a person's membership in a limited liability company terminates if the person is removed as a member in the manner and under the circumstances provided in the agreement.
Alaska Stat. § 10.15.025 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.025
Registered office and registered agent.
Status: in_force

Each cooperative shall continuously maintain in this state a registered (1) office which may, but need not, be the same as its place of business;

(2) agent, who may be either an individual resident in the state whose business office is identical with the registered office, or a domestic corporation having a business office identical with the registered office, or a foreign corporation authorized to transact business in the state and having a business office identical with the registered office.
Alaska Stat. § 10.50.360 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.360
Recovery of property.
Status: in_force

A limited liability company may recover property transferred under AS 10.50.355 if the company proves that the execution of the instrument of transfer did not bind the company under AS 10.50.250 , unless the property has been transferred by the initial transferee, or by a person claiming through the initial transferee, to a subsequent transferee who gives value without having notice that the person who signed the instrument of initial transfer lacked authority to bind the company.
Alaska Stat. § 10.50.900 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.900
Regulations.
Status: in_force

In addition to the regulations the department is required to adopt under this chapter, the department may adopt other regulations under AS 44.62 (Administrative Procedure Act) to implement this chapter.
Alaska Stat. § 10.20.121 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.121
Officers.
Status: in_force

(a) The officers of a corporation consist of a president, one or more vice presidents as prescribed by the bylaws, a secretary, and a treasurer. Each of the officers shall be elected by the board of directors at the time and in the manner prescribed by the bylaws. Other necessary officers and assistant officers and agents may be elected or appointed by the board of directors or chosen in the manner prescribed by the bylaws. Two or more offices may be held by the same person, except the offices of president and secretary.

(b) The articles of incorporation or bylaws may provide that an officer is an ex officio member of the board of directors.

(c) An officer may be designated by additional titles as provided in the articles of incorporation or bylaws.
Alaska Stat. § 10.15.055 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.055
Transfer of stock.
Status: in_force

Unless restricted by the articles, stock other than membership stock may be issued or transferred without limitation.
Alaska Stat. § 10.06.540 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.540
Procedure for share exchange.
Status: in_force

(a) A plan of exchange approved by a resolution of the board of each corporation shall be proposed setting out (1) the name of the corporation the shares of which are proposed to be acquired by exchange and the name of the acquiring corporation;

(2) the terms and conditions of the proposed exchange;

(3) the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring corporation or another corporation, or, in whole or in part, for cash or other property;

(4) other provisions of the proposed exchange considered necessary or desirable.

(b) The procedure authorized by this section does not limit the power of a corporation to acquire all or part of the shares of any class or classes of a corporation through voluntary exchange or otherwise by agreement with the shareholders.
Alaska Stat. § 10.06.995 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.995
Short title.
Status: in_force

This chapter may be cited as the Alaska Corporations Code.
Alaska Stat. § 10.06.313 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.313
Variation in rights and preferences of shares.
Status: in_force

Any or all of the rights and preferences of a series of a preferred or special class of shares and the variations in the relative rights and preferences between different series may be fixed and determined by the articles of incorporation, but shares of the same class shall be identical except for the following relative rights and preferences as to which there may be variations between series: (1) the rate of dividend;

(2) the price and the terms and conditions on which shares may be redeemed;

(3) the amount payable upon shares in the event of involuntary liquidation;

(4) the amount payable upon shares in the event of voluntary liquidation;

(5) sinking fund provisions for the redemption or purchase of shares;

(6) the terms and conditions on which shares may be converted, if the shares of a series are issued with the privilege of conversion;

(7) voting rights, if any.
Alaska Stat. § 10.45.180 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.180
Authority and duty of regulatory boards not limited.
Status: in_force

This chapter does not restrict or limit the authority and duty of the regulatory boards for the licensing of persons rendering professional services or for the practice of the profession that is within the jurisdiction of the boards.
Alaska Stat. § 10.20.673 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.673
Cancellation of filings.
Status: in_force

The provisions in AS 10.06 (Alaska Corporations Code) relating to the cancellation of certain corporate filings apply to nonprofit corporations.
Alaska Stat. § 10.15.215 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.215
Permitted purposes of cooperative contracts with members.
Status: in_force

Contracts for any of the following purposes, whether contained in the bylaws or separately written, are valid when made between a cooperative and a member in which the member agrees to (1) sell, market or deliver to or through the cooperative or facilities furnished by it all or a specified part of products produced by the member or under the control of the member;

(2) authorize the cooperative or facilities furnished by it to act for the member in any manner with respect to all or a specified part of products produced by the member or under the control of the member;

(3) buy or procure from or through the cooperative or facilities furnished by it all or a specified part of goods or services to be bought or produced by the member;

(4) authorize the cooperative or facilities furnished by it to act for the member in any manner in the procurement of goods or the procurement of performance of services.
Alaska Stat. § 10.15.105 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.105
Limitations on acquisition, recall, exchange, or redemption.
Status: in_force

No acquisition, recall, or redemption of stock or other evidence of equity may be made if the result would be to bring the value of the remaining assets of the cooperative below the aggregate of its indebtedness. The articles may provide limitations on the right of a cooperative to acquire, recall, exchange, or redeem its shares or other evidences of equity.
Alaska Stat. § 10.13.790 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.790
Meetings of directors and shareholders called by department.
Status: in_force

(a) If the department considers it expedient, the department may call a meeting of the board of directors or of the shareholders of a licensee.

(b) The department shall send notification of the time, place, and purpose of the meeting not less than five days before the meeting to each director, if a directors' meeting, or to each shareholder, if a shareholders' meeting, either by personal service or by registered or certified mail sent to the person's last known address as shown in the records of the department.

(c) The licensee shall pay the notice and meeting expenses for a meeting of shareholders called under (a) of this section.
Alaska Stat. § 10.25.190 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.190
Districts.
Status: in_force

The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning of district delegates. These delegates, who shall be members, may nominate and elect directors. The bylaws shall prescribe the boundaries of the districts, or the manner of establishing the boundaries, and the manner of changing the boundaries, and the manner in which the districts function. A member at any district meeting and a district delegate at any meeting may not vote by proxy, by mail, or by electronic transmission. However, the election of directors shall be by mail or, if the bylaws so provide, by electronic transmission, as specified by the cooperative, except that electronic transmission may not be the only allowed option for voting.
Alaska Stat. § 10.15.145 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.145
Initial board of directors.
Status: in_force

Directors constituting the initial board hold office until the first annual meeting of the members and until their successors are elected and take office.
Alaska Stat. § 10.50.800 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.800
Company certificates.
Status: in_force

An operating agreement of a limited liability company may authorize the company to issue a certificate as evidence of a limited liability company interest. An operating agreement may also authorize and provide for the assignment or transfer of the interest represented by the certificate.
Alaska Stat. § 10.13.400 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.400
Acquiring control of a licensee.
Status: in_force

A person may not acquire control of a licensee without the prior approval of the department.
Alaska Stat. § 10.13.030 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.030
Application procedure.
Status: in_force

When applying for a license, an applicant shall provide the information required by the department in the form required by the department. The information must include information on the directors, officers, and controlling persons of the applicant, the applicant's business plan, including at least 10 years of detailed financial projections and other relevant information, and additional information considered relevant by the department.
Alaska Stat. § 10.50.260 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.260
Limited liability company charged with knowledge of or notice to member or manager.
Status: in_force

(a) Except as provided in (b) and (c) of this section, and except for a fraud on the company committed by or with the consent of the member who has the knowledge or receives the notice, the following operate as notice to or knowledge of a limited liability company: (1) notice given to a company member of a matter relating to the affairs of the company;

(2) the knowledge of a company member acting in the particular matter, whether acquired while a member or known at the time of becoming a member; and

(3) the knowledge of a company member who reasonably could and should have communicated the knowledge to a member acting in the particular matter.

(b) If the company is managed by a manager, the following operate as notice to or knowledge of a limited liability company, except for a fraud on the company committed by or with the consent of the manager who has the knowledge or receives the notice: (1) notice given to a manager of a matter relating to the affairs of the limited liability company;

(2) the knowledge of the manager acting in the particular matter, acquired while a manager or known at the time of becoming a manager; and

(3) the knowledge of a company manager who reasonably could and should have communicated the knowledge to the manager acting in the particular matter.

(c) If the company is managed by a manager, notice to, or the knowledge of, a member of a limited liability company while the member is acting solely in the capacity of a member does not operate as notice to or knowledge of the company.
Alaska Stat. § 10.06.220 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.220
Liability for acting as nonexistent corporation.
Status: in_force

(a) Except as provided in (b) of this section persons who assume to act as a corporation for which there has been no issuance of a certificate of incorporation under AS 10.06.218 are jointly and severally liable for debts and liabilities incurred or arising as a result of that action.

(b) The terms of a written contract between a third party and persons acting on behalf of a corporation for which there has been no issuance of a certificate of incorporation may modify or preclude the liability created by this section.

(c) An oral promise, agreement or understanding is not effective to modify or preclude the liability created in (a) of this section.
Alaska Stat. § 10.15.470 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.470
Filing statement of intent to dissolve.
Status: in_force

(a) Duplicate originals of the statement of intent to dissolve shall be filed and handled by the department in the manner provided in AS 10.06 (Alaska Corporations Code) with respect to business corporations.

(b) The filing of a statement of intent to dissolve has the same effect as to the cooperative as is provided in AS 10.06 (Alaska Corporations Code) for business corporations.
Alaska Stat. § 10.20.460 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.460
Activities not constituting transacting business in the state.
Status: in_force

Without excluding other activities which may not constitute transacting business in the state, a foreign corporation does not transact business in the state by carrying on any of the following activities: (1) maintaining or defending any action or suit or an administrative or arbitration proceeding, or effecting its settlement or the settlement of claims or disputes;

(2) holding meetings of its directors, shareholders, or members or carrying on other activities concerning its internal affairs;

(3) maintaining bank accounts;

(4) securing or collecting debts, or enforcing rights in property securing debts;

(5) transacting business in interstate commerce;

(6) granting funds;

(7) distributing information to members;

(8) conducting an isolated transaction completed within a period of 30 days not in the course of a number of repeated transactions of like nature.
Alaska Stat. § 10.50.410 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.410
Authority to wind up.
Status: in_force

Unless otherwise provided in an operating agreement, the affairs of a limited liability company may be wound up by the (1) members or managers who have authority under AS 10.50.110 to manage the company before dissolution; or

(2) superior court on the application of a member of the company or the member's legal representative or assignee if (A) a member or manager identified in (1) of this subsection has engaged in wrongful conduct; or

(B) other cause is shown.
Alaska Stat. § 10.25.140 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.140
Board of directors.
Status: in_force

The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative which is a member of it. The bylaws shall prescribe the number of directors, their qualifications other than those prescribed in this chapter, and the manner of holding meetings of the board of directors and of electing successors to directors who resign, die, or are otherwise incapable of acting. The bylaws shall provide for the removal of directors from office for cause and for the election of their successors. Directors may not receive salaries for the services as directors and, except in emergencies, may not receive salaries for their services in any other capacity without the approval of the members. The bylaws may, however, prescribe a fixed fee for each day of attendance at a meeting of the board of directors or other meeting while officially representing the cooperative and for each day of necessary travel to and from a meeting of the board of directors or other meeting while officially representing the cooperative and may provide for insurance and reimbursement of actual expenses incurred while performing duties as a director.
Alaska Stat. § 10.55.303 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.303
Approval of interest exchange.
Status: in_force

(a) A plan of interest exchange is not effective unless it has been approved (1) by a domestic acquired entity (A) in accordance with the requirements, if any, in the acquired entity's organic law and organic rules for approval of an interest exchange;

(B) except as otherwise provided in (d) of this section, if neither the acquired entity's organic law nor organic rules provide for approval of an interest exchange, in accordance with the requirements, if any, in the acquired entity's organic law and organic rules for approval of, (i) in the case of an entity that is not a business corporation, a merger, as if the interest exchange were a merger; or

(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the interest exchange were that type of merger; or

(C) if neither its organic law nor organic rules provide for approval of an interest exchange or a merger described in (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and

(2) in a record, by each interest holder of a domestic acquired entity that will have interest-holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation, (A) the organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of the entity's interest holders become subject to interest-holder liability by the vote or consent of fewer than all of the interest holders; and

(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.

(b) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.

(c) Except as otherwise provided in the acquiring entity's organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.

(d) A provision of the organic law of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under (a)(1)(B) of this section.
Alaska Stat. § 10.15.360 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.360
Organizational meeting of directors.
Status: in_force

After the issuance of the certificate of incorporation an organizational meeting of the board of directors named in the articles shall be held, either inside or outside the state, at the call of a majority of the incorporators for the purpose of adopting bylaws, electing officers and transacting such other business as may come before the meeting.
Alaska Stat. § 10.06.435 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.435
Shareholders' derivative action.
Status: in_force

(a) An action may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by a holder of shares of the corporation, of voting trust certificates of the corporation, or of a beneficial interest in shares of the corporation.

(b) In a derivative action, the complaint shall be verified and must allege that the plaintiff was a shareholder, of record or beneficially, or the holder of voting trust certificates at the time or during any part of the transaction of which the plaintiff complains or that the plaintiff 's shares or voting trust certificates devolved upon the plaintiff by operation of law from a holder who was a holder at the time or during any part of the transaction complained of. A shareholder who does not meet the requirements of this section may be allowed in the discretion of the court to maintain the action on a preliminary showing to and determination by the court, by motion and after a hearing at which the court considers evidence, by affidavit or testimony, as it considers material, that (1) there is a strong prima facie case in favor of the claim asserted on behalf of the corporation;

(2) no other similar action has been or is likely to be instituted;

(3) the plaintiff acquired the shares before there was disclosure to the public or to the plaintiff of the wrongdoing of which the plaintiff complains;

(4) unless the action can be maintained the defendant may retain a gain derived from the defendant's wilful breach of a fiduciary duty; and

(5) the requested relief will not result in unjust enrichment of the corporation or a shareholder of the corporation.

(c) Unless excused on grounds that a majority of the directors is implicated in or under the direct or indirect control of a person who is implicated in the injury to the corporation, before an action in the right of a domestic or foreign corporation is instituted a plaintiff who has standing under (b) of this section shall make a formal demand upon the board to secure the action the plaintiff desires.

(d) If a shareholder fails to make a formal demand under (c) of this section the complaint shall state with particularity the facts establishing excuse under (c) of this section. In a motion to dismiss for failure to make demand on the board the shareholder shall have the burden to establish excuse.

(e) In a case in which demand on the board is made under (c) of this section, a decision by the board that, in its business judgment, the litigation would not be in the best interest of the corporation terminates the right created by (a) of this section.

(f) In a case in which demand on the board is excused under (c) of this section or the decision of the board under (e) of this section is rejected by the court as inconsistent with the directors' duties of care and loyalty to the corporation, a plaintiff who has standing under (b) of this section shall have the right to commence or continue the action created by (a) of this section. Notwithstanding (c) or (e) of this section, disinterested, noninvolved directors acting as the board or a duly charged board committee may petition the court to dismiss the plaintiff 's action on grounds that in their independent, informed business judgment the action is not in the best interests of the corporation. The petitioners shall have the burden of establishing to the satisfaction of the court their disinterest, independence from any direct or indirect control of defendants in the action, and the informed basis on which they have exercised their asserted business judgment. If the court is satisfied that the petitioners are disinterested, independent, and informed it shall then exercise an independent appraisal of the plaintiff 's action to determine whether, considering the welfare of the corporation and relevant issues of public policy, it should dismiss the action.

(g) A shareholder action otherwise in conformity with this section may not be dismissed because the alleged injury or wrong to the corporation has been ratified by the outstanding shares. A court may consider the fact of ratification in framing any order for relief to which it considers the corporation entitled.

(h) In an action instituted or maintained in the right of a corporation by the holder or holders of record of less than five percent of the outstanding shares of any class of the corporation or of voting trust certificates for these shares, the corporation in whose right the action is brought or the defendants may at any time before final judgment move the court to require the plaintiff to give security for the reasonable expense, including attorney fees, that may be incurred by the moving party. The amount of the security may be increased or decreased from time to time in the discretion of the court upon a showing that the security has become inadequate or excessive. The corporation or other defendants may have recourse to the security in an amount as the court may determine upon the termination of the derivative action, whether or not the court finds the action was brought without reasonable cause.

(i) A derivative action may not be discontinued, abandoned, compromised, or settled without the approval of the court having jurisdiction of the action. If the court determines that the interests of the shareholders or any class or classes of shareholders will be substantially affected by a discontinuance, abandonment, compromise, or settlement, the court in its discretion may direct that notice, by publication or otherwise, shall be given to the shareholders or class or classes of shareholders whose interests will be affected. If the court directs notice to be given, it shall determine which of the parties to the action shall bear the expense of giving the notice in an amount the court determines to be reasonable in the circumstances. The amount shall be awarded as special costs of the action.

(j) If the derivative action is successful, in whole or in part, or if anything is received as a result of the judgment, compromise, or settlement of that action, the court may award to the plaintiff or plaintiffs reasonable expenses, including reasonable attorney fees, and shall direct an accounting to the corporation for the remainder of the proceeds. This subsection does not apply to a judgment rendered only for the benefit of injured shareholders and limited to a recovery of the loss or damage sustained by them.
Alaska Stat. § 10.45.100 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.100
Voting trust prohibited.
Status: in_force

A voting trust may not be formed to vote the shares of a professional corporation.
Alaska Stat. § 10.20.585 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.585
Grounds for revocation of certificate of authority.
Status: in_force

The certificate of authority of a foreign corporation to transact business in the state may be revoked by the commissioner when (1) the corporation fails to file its biennial report within the time required by this chapter, or fails to pay fees or penalties prescribed in this chapter when they are due and payable;

(2) the corporation fails to appoint and maintain a registered agent in this state;

(3) the corporation fails, after change of its registered office or registered agent, to file with the commissioner a statement of the change as required by this chapter;

(4) the corporation fails to file with the department an amendment to its articles of incorporation or articles of merger within the time prescribed by this chapter;

(5) a misrepresentation has been made of a material matter in an application, report, affidavit, or other document submitted under this chapter; or

(6) the corporation is 90 days delinquent in filing a notice of change of an officer or director as required by this chapter.
Alaska Stat. § 10.06.115 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.115
Application for and duration of reservation of name.
Status: in_force

Reservation of a corporate name is made by filing an application with the commissioner. If the commissioner finds that the name is available for corporate use under AS 10.06.105 (d), the commissioner shall reserve it for the exclusive use of the applicant for a period of 120 days.
Alaska Stat. § 10.20.645 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.645
Penalties imposed upon corporation.
Status: in_force

(a) A domestic or foreign corporation that fails or refuses to file its biennial report for any required reporting period within the time prescribed by this chapter is subject to a penalty of $5 to be assessed by the commissioner.

(b) A domestic or foreign corporation that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the commissioner in accordance with the provisions of this chapter is guilty of a misdemeanor and upon conviction is punishable by a fine of not more than $500.
Alaska Stat. § 10.06.718 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.718
Activities not constituting transacting business in this state.
Status: in_force

Without excluding other activities that may not constitute transacting business in this state, a foreign corporation is not considered to be transacting business in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities: (1) maintaining, defending, or settling an action, suit, or administrative or arbitration proceeding, or the settlement of claims or disputes;

(2) holding meetings of directors or shareholders of the corporation, or carrying on other activities concerning the internal affairs of the corporation;

(3) maintaining bank accounts;

(4) maintaining an office or agency for the transfer, exchange, and registration of securities of the corporation, or appointing and maintaining a trustee or depositary for the securities of the corporation;

(5) making sales through independent contractors;

(6) soliciting or procuring orders by mail, through employees, agents, or otherwise, if the orders require acceptance outside the state before becoming binding contracts;

(7) creating, as borrower or lender, or acquiring indebtedness or mortgages or other security interests in real or personal property;

(8) securing or collecting debts, or enforcing rights in property securing debts;

(9) transacting business in interstate commerce;

(10) conducting an isolated transaction completed within a period of 30 days not in the course of a number of repeated transactions of like nature.
Alaska Stat. § 10.10.090 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.090
Powers of stockholders and members.
Status: in_force

The stockholders and the members of the corporation have the following powers of the corporation: (1) to determine the number of and elect directors as provided in AS 10.10.120 ;

(2) to make, amend, and repeal bylaws;

(3) to amend this charter as provided in AS 10.10.110 ;

(4) to dissolve the corporation as provided in AS 10.10.180 ;

(5) to do all things necessary or desirable to secure aid, assistance loans and other financing from any financial institutions, and from any agency established under 15 U.S.C. 661  697 (Small Business Investment Act of 1958), or other similar federal laws now or hereafter enacted;

(6) to exercise other of the powers of the corporation consistent with this chapter which may be conferred on the stockholders and the members by the bylaws.
Alaska Stat. § 10.13.240 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.240
Limitation to purposes of business.
Status: in_force

Financing assistance and management assistance provided by a licensee to a business may only be for the business purposes of the business.
Alaska Stat. § 10.15.330 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.330
Acceptance of biennial reports by department.
Status: in_force

If the department finds that the biennial report conforms to the requirements of this chapter, it shall accept it. If the biennial report does not conform to the requirements of this chapter, the department shall return it to the cooperative for necessary corrections, in which event the penalties prescribed in this chapter for failure to file the statement within the time provided in AS 10.15.325 do not apply, if the statement is corrected to conform to the requirements of this chapter and returned to the department within 60 days after the report has been returned to the cooperative.
Alaska Stat. § 10.50.620 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.620
Name.
Status: in_force

The department may not file the application for registration of a foreign limited liability company unless the name of the company satisfies the requirements of AS 10.50.020  10.50.025. If the name under which a foreign limited liability is organized in the state or other jurisdiction of its organization does not satisfy the requirements of AS 10.50.020  10.50.025, the company may register under AS 10.50.605 if the company uses an assumed name that is available to the company under this chapter and that satisfies the requirements of AS 10.50.020  10.50.025.
Alaska Stat. § 10.50.063 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.063
Registered agent's change of office location or resignation.
Status: in_force

(a) A registered agent of a limited liability company may change the location of the agent's office from one address to another in this state. The agent may change the registered office for each company for which the person is acting as registered agent by filing in the department a statement setting out the name of the agent, the address of the agent's office before change, the address to which the office is changed, and a list of companies for which the person is the registered agent. The statement shall be executed by the registered agent in the individual name of the agent or, if the agent is a corporation, it shall be executed by its president or a vice-president. The statement shall be delivered to the department and the limited liability company and, if the department finds that the statement complies with this chapter, the department shall file it. The change becomes effective when the statement is filed.

(b) A registered agent may resign by filing a written notice and an exact copy of the notice with the department. The written notice of resignation must set out the latest address of the principal office of the company and the name, address, and title of the manager, or, if the company is managed by its members, the names and addresses of the members of the company known by the agent. The department shall immediately mail a copy of the notice to the company at its principal office. The resignation becomes effective 30 days after the filing of the written notice, unless the company sooner appoints a successor registered agent, as provided in AS 10.50.060 .
Alaska Stat. § 10.15.230 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.230
Recording of cooperative contracts.
Status: in_force

A cooperative may record a contract authorized by this chapter in the office of the recorder of the recording district in which the member resides or in which the products covered by the contract have been or are to be produced.
Alaska Stat. § 10.06.480 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.480
Liability of directors and contributions from shareholders and other directors.
Status: in_force

(a) In addition to other liabilities, a director is liable in the following circumstances unless the director complies with the standard provided in AS 10.06.450 (b) for the performance of the duties of directors: (1) a director who votes for or assents to a distribution to the corporation's shareholders contrary to the provisions of AS 10.06.358 , 10.06.360, 10.06.363, or 10.06.365 or contrary to a restriction in the articles of incorporation is liable to the corporation, jointly and severally with all other directors voting for or assenting to the distribution, for the amount of the distribution that is paid or the value of the assets that are distributed in excess of the amount of the distribution that could have been paid or distributed without violation of AS 10.06.305  10.06.390 or the restrictions of the articles of incorporation;

(2) a director who votes for or assents to a distribution to the corporation's shareholders during the liquidation of the corporation without the payment and discharge of, or making adequate provision for, all known debts, obligations, and liabilities of the corporation is liable to the corporation, jointly and severally with all other directors voting for or assenting to distribution, for the value of the assets that are distributed, to the extent that the debts, obligations, and liabilities of the corporation are not thereafter paid and discharged;

(3) a director who votes for or assents to a loan of assets of the corporation to an officer or employee or a loan secured by the corporation's shares contrary to the provisions of AS 10.06.485 or contrary to a restriction in the articles of incorporation is liable to the corporation, jointly and severally with all other directors voting for or assenting to the loan, for the amount of the loan that is in excess of a loan that could have been extended without a violation of AS 10.06.485 or the restriction in the articles of incorporation.

(b) A director against whom a claim is asserted under this section for the distribution of assets of the corporation is entitled to contribution from shareholders who accepted or received the assets, knowing the distribution to have been made in violation of this chapter, in proportion to the amounts received by them. A director against whom a claim is asserted under this section for the extension of a loan is entitled to contribution from the person receiving the loan.

(c) A director against whom a claim is asserted under this section is entitled to contribution from other directors who voted for or assented to the action upon which the claim is asserted.
Alaska Stat. § 10.50.370 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.370
Nature of interest in company.
Status: in_force

A limited liability company interest is personal property.
Alaska Stat. § 10.20.615 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.615
Liability to state for transacting business without certificate of authority.
Status: in_force

A foreign corporation that transacts business in the state without a certificate of authority is liable to the state, for the years or portions of years during which it transacted business in the state without a certificate of authority, in an amount equal to all fees that would have been imposed by this chapter on the corporation if it had applied for and received a certificate of authority to transact business in the state as required by this chapter and filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees and a penalty of up to $5,000 per year or fraction of a year of operating without a certificate of authority. The attorney general shall bring proceedings to recover amounts due the state under this section.
Alaska Stat. § 10.13.160 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.160
Share buy-back.
Status: in_force

A licensee may not buy back or obligate itself to buy back a share of equity interest from a shareholder without the prior approval of the department.
Alaska Stat. § 10.15.415 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.415
Abandonment of plan of merger or consolidation.
Status: in_force

After adoption of the plan, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned under provisions, if any, set forth in the plan of merger or consolidation.
Alaska Stat. § 10.55.301 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.301
Interest exchange authorized.
Status: in_force

(a) Except as otherwise provided in this section, by complying with AS 10.55.301  10.55.306, (1) a domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property; or

(2) all of one or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property.

(b) Except as otherwise provided in this section, by complying with the provisions of AS 10.55.301  10.55.306 applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under AS 10.55.301  10.55.306 if the interest exchange is authorized by the law of the foreign entity's jurisdiction of organization.

(c) Unless the provision is amended after July 1, 2014, if a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger.

(d) The provisions of AS 10.55.301  10.55.306 do not apply to a share exchange under AS 10.06.530  10.06.582 or 10.06.960. In this subsection, share exchange means a share exchange authorized by AS 10.06.538 or an exchange regulated by AS 10.06.960 .
Alaska Stat. § 10.20.136 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.136
Shares of stock and dividends prohibited; compensation, benefits, and distributions.
Status: in_force

A corporation may not have or issue shares of stock. No dividend may be paid and no part of the income or profit of a corporation may be distributed to its members, directors, or officers. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation may make distribution to its members as permitted by this chapter, and a payment, benefit, or distribution under this section may not be considered to be a dividend or a distribution of income or profit.
Alaska Stat. § 10.06.705 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.705
Authorization of foreign corporation.
Status: in_force

A foreign corporation may not transact business in this state until it has been issued a certificate of authority by the commissioner. A foreign corporation may not be issued a certificate of authority to transact business in this state that a corporation organized under this chapter is not permitted to transact. A foreign corporation may not be denied a certificate of authority because the laws of the state or country under which it is organized governing its organization and internal affairs differ from the laws of this state.
Alaska Stat. § 10.20.560 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.560
Withdrawal of foreign corporation.
Status: in_force

A foreign corporation authorized to transact business in the state may withdraw from the state upon procuring from the commissioner a certificate of withdrawal. To procure a certificate of withdrawal, the foreign corporation shall deliver to the commissioner an application for withdrawal.
Alaska Stat. § 10.55.605 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.605
Correcting filed document.
Status: in_force

(a) A domestic or foreign entity may correct a document filed by the department if (1) the document contains an inaccuracy;

(2) the document was defectively signed; or

(3) the electronic transmission of the document to the department was defective.

(b) A document is corrected by filing with the department a statement of correction that (1) describes the document to be corrected and states the filing date of the document to be corrected or has attached a copy of the document;

(2) specifies the inaccuracy or defect to be corrected; and

(3) corrects the inaccuracy or defect.

(c) A statement of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a statement of correction is effective when filed.
Alaska Stat. § 10.06.920 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.920
Correction of filed writings.
Status: in_force

A writing relating to a corporation filed by the commissioner under this chapter may be corrected if it contains an error apparent on the face or defect in the execution of the writing, including the deletion of a matter not permitted to be stated in the writing. A certificate, entitled Certificate of Correction of ... (correct title of writing and name of corporation), shall be signed in the same manner as the original writing and shall be delivered to the commissioner. The certificate must set out the name of the corporation, the date the writing to be corrected was filed by the commissioner, the provision in the writing corrected or eliminated, and, if the execution was defective, the proper execution. The filing of the certificate by the commissioner does not alter the effective time of the writing being corrected and does not affect any right or liability accrued or incurred before the filing. A corporate name may not be changed or corrected under this section.
Alaska Stat. § 10.55.103 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.103
Relationship of this chapter to other laws.
Status: in_force

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(b) Except as expressly provided in this chapter, this chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.

(c) A transaction accomplished under this chapter may not create or impair any right or obligation of a person under a provision of the law of this state other than this chapter relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating corporation unless, (1) if the corporation does not survive the transaction, the transaction satisfies any requirements of the provision; or

(2) if the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors that would be sufficient to create or impair the right or obligation directly under the provision.
Alaska Stat. § 10.20.310 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.310
Articles of dissolution.
Status: in_force

If voluntary dissolution proceedings have not been revoked, then, after all debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made for payment, and all of the remaining property and assets of the corporation transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation by its president or a vice-president and its secretary or an assistant secretary. The articles of dissolution must set out (1) the name of the corporation;

(2) if there are members entitled to vote, (A) a statement setting out the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting, and that the resolution received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or

(B) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote;

(3) if there are no members, or no members entitled to vote, a statement of the fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office;

(4) that all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made for the payment;

(5) a copy of the plan of distribution, if any, as adopted by the corporation, or a statement that no plan was adopted;

(6) that all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter;

(7) that there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against it in a pending suit.
Alaska Stat. § 10.06.210 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.210
Articles of incorporation; optional provisions.
Status: in_force

The articles of incorporation may set out (1) any of the following provisions, which are not effective unless expressly provided in the articles: (A) a provision granting, with or without limitations, the power to levy assessments on the shares or class of shares;

(B) a provision removing from shareholders preemptive rights to subscribe to any or all issues of shares or securities;

(C) special qualifications of persons who may be shareholders;

(D) a provision limiting the duration of the corporation's existence to a specified date;

(E) a provision restricting or eliminating the power of the board or of the outstanding shares to adopt, amend, or repeal provisions of the bylaws as provided in AS 10.06.228 ;

(F) a provision requiring, for any corporate action except as provided in AS 10.06.460 and 10.06.605, the vote of a larger proportion or of all of the shares of a class or series, or the vote or quorum for taking action of a larger proportion or of all of the directors, than is otherwise required by this chapter;

(G) a provision limiting or restricting the business in which the corporation may engage or the powers that the corporation may exercise or both;

(H) a provision conferring on the holder of an evidence of indebtedness, issued or to be issued by the corporation, the right to vote in the election of directors and on any other matters on which shareholders may vote;

(I) a provision conferring on shareholders the right to determine the consideration for which shares shall be issued;

(J) a provision requiring the approval of the shareholders or the approval of the outstanding shares for a corporate action, even though not otherwise required by this chapter;

(K) a provision that one or more classes or series of shares are redeemable as provided in AS 10.06.325 ;

(L) a provision that confers or imposes the powers, duties, privileges, and liabilities of directors on delegates under AS 10.06.450 ;

(M) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director; the articles of incorporation may not eliminate or limit the liability of a director for (i) a breach of a director's duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) wilful or negligent conduct involved in the payment of dividends or the repurchase of stock from other than lawfully available funds; or (iv) a transaction from which the director derives an improper personal benefit; the provisions of this subparagraph do not eliminate or limit the liability of a director for an act or omission that occurs before the effective date of the articles of incorporation or of an amendment to the articles of incorporation authorized by this subparagraph;

(N) if the number of shares of a series is authorized to be fixed by the board, a provision authorizing the board, within the limits and restrictions stated in the articles or stated in a resolution of the board originally fixing the number of shares constituting a series, to increase or decrease, but not below the number of shares of the series then outstanding, the number of shares of a series after the issue of shares of that series; if the number of shares of a series are decreased, the shares constituting the decrease shall resume the status they had before the adoption of the resolution originally fixing the number of shares of the series;

(2) reasonable restrictions on the right to transfer or hypothecate shares of a class or series, but a restriction is not binding on shares issued before the adoption of the restriction unless the holders of those shares voted in favor of the restriction;

(3) the names and addresses of the persons appointed to act as initial directors;

(4) any other provision not in conflict with this chapter for the management of the business and for the conduct of the affairs of the corporation, including any provision that is required or permitted by this chapter to be stated in the bylaws.
Alaska Stat. § 10.20.181 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.181
Articles of amendment.
Status: in_force

The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president, and its secretary or an assistant secretary, and must set out (1) the name of the corporation;

(2) the amendment adopted;

(3) if there are members entitled to vote on the amendment, (A) a statement setting out the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least two-thirds of the votes which members present at the meeting or represented by proxy were entitled to cast; or

(B) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect to the amendment;

(4) if there are no members, or no members entitled to vote, a statement of that fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.
Alaska Stat. § 10.15.175 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.175
Officers.
Status: in_force

(a) The principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. The officers shall be elected annually by the board at the time and in the manner the bylaws provide. The offices of secretary and treasurer may be combined in one person. Each principal officer except the secretary and the treasurer, and one of the vice presidents if the bylaws provide for more than one, shall be a director of the cooperative. The manager of a cooperative may hold the office of vice president if more than one vice president is provided for in the bylaws.

(b) Other officers may be chosen by the board.

(c) Officers have the authority and shall perform the duties the bylaws provide, or as the board determines, not inconsistent with the bylaws. Any officer may be removed by the board whenever in its judgment the best interests of the cooperative will be served by removal. Election or appointment of an officer does not of itself create contract rights.
Alaska Stat. § 10.20.470 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.470
Corporate name of foreign corporation.
Status: in_force

A certificate of authority may not be issued to a foreign corporation unless the corporate name of the corporation (1) does not contain a word or phrase that indicates or implies that it is organized for any purpose other than the purpose contained in its articles of incorporation;

(2) is available for use by the foreign corporation under AS 10.20.021 (b).
Alaska Stat. § 10.30.090 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.090
Debts of association or corporation.
Status: in_force

A cemetery association or nonprofit cemetery corporation may contract debts in anticipation of future receipts for the original purchase of cemetery land, the laying out and embellishment of the grounds and avenues of the cemetery, the construction and repair of a building, mausoleum or columbarium, the purchase or lease of necessary equipment, or other cemetery purposes, for which debts the association or corporation may issue bonds or notes. An association or corporation may secure these debts by mortgage upon its lands, except cemetery lots that have been conveyed to the members of the association or to trustees, officers, or employees of the corporation, or by a security interest in not more than 50 percent of the irreducible fund.
Alaska Stat. § 10.06.905 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.905
Voting of shares; quorum; status of disqualified shares.
Status: in_force

(a) If the articles of incorporation provide for more or less than one vote for a share on a matter, a reference in this chapter to a majority or other proportion of shares means a majority or other proportion of the votes entitled to be cast on that matter. If shares are disqualified from voting on a matter, they may not be considered outstanding for the determination of a quorum at a meeting to act upon or for the required vote to approve action upon that matter.

(b) A requirement in this chapter for a vote of each class of outstanding shares means a vote regardless of limitations or restrictions upon the voting rights of that class, unless expressly limited to voting shares.
Alaska Stat. § 10.30.080 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.080
Disposition of income from cemetery land.
Status: in_force

After paying for the land, the future receipts and income of a cemetery association or nonprofit cemetery corporation, subject to the creation of an irreducible fund, whether from the sale of lots, from donations, rents, or otherwise, shall be applied exclusively to laying out, preserving, protecting, and embellishing the cemetery and the avenues leading to it, the erection of buildings necessary or convenient for the cemetery purpose, and to paying the necessary expenses of the association or corporation.
Alaska Stat. § 10.50.010 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.010
Authorized purposes.
Status: in_force

A limited liability company may be organized under this chapter for any lawful purpose, including the rendering of a professional service.
Alaska Stat. § 10.06.465 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.465
Vacancies and resignation; special meeting of shareholders.
Status: in_force

(a) Unless otherwise provided in the articles or bylaws of the corporation and except for a vacancy created by the removal of a director, vacancies on the board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director. Unless the articles or a bylaw adopted with approval of the outstanding shares provide that the board may fill vacancies occurring in the board by reason of removal of directors, the vacancies may be filled only by approval of the shareholders.

(b) The shareholders may elect a director to fill a vacancy not filled by the directors. An election by written consent to fill a vacancy requires the consent of a majority of the outstanding shares entitled to vote.

(c) If, after the filling of a vacancy by the directors, the directors who have been elected by the shareholders constitute less than a majority of the directors, a holder or holders of an aggregate of 10 percent or more of the shares outstanding at the time may call a special meeting of shareholders under AS 10.06.405 to elect the entire board. The term of office of a director terminates upon the election and qualification of a successor.

(d) Notwithstanding AS 10.06.453 (e), a director may resign effective upon giving written notice to the chairman of the board, the president, the secretary, or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
Alaska Stat. § 10.15.165 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.165
Meetings of board of directors.
Status: in_force

(a) Regular or special meetings of the board may be held inside or outside the state.

(b) Regular meetings of the board may be held with or without notice as prescribed in the bylaws. Special meetings of the board shall be held upon the notice prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

(c) Unless the bylaws provide otherwise, the purpose of a meeting of the board need not be specified in the notice of the meeting.

(d) Unless a greater number is required in the bylaws, a majority of the members of the board determined pursuant to the bylaws or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles constitutes a quorum for the transaction of business. Unless a greater number is required in the bylaws, an act of the majority of the directors present at a meeting at which a quorum is present is the act of the board.
Alaska Stat. § 10.15.280 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.280
Manner of payment.
Status: in_force

The apportionment, distribution, and payment of net proceeds or savings required by AS 10.15.275 may be in cash, credits, capital stock, certificates of interest, revolving fund certificates, letters of advice or other securities or certificates issued by the cooperative or by an affiliated domestic or foreign cooperative association whether or not incorporated under this chapter.
Alaska Stat. § 10.06.433 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.433
Annual report to shareholders; content; financial statement on request.
Status: in_force

(a) The board shall send an annual report to the shareholders not later than 180 days after the close of the fiscal year or the date on which notice of the annual meeting in the next fiscal year is sent under AS 10.06.410 , whichever is first. A corporation with less than 100 holders of record of its shares, as determined under AS 10.06.408 , is exempt from this annual requirement unless its articles or bylaws impose the requirement. The annual report must contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by a report on the fiscal year by independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

(b) In addition to the financial statement required by (a) of this section, unless a corporation has a nonexempt class of securities registered under 15 U.S.C. 78l (Securities Exchange Act of 1934) or files reports under 43 U.S.C. 1606(c), 1607(c), and 1625 (Alaska Native Claims Settlement Act), the annual report of a corporation having 100 or more holders of record of its shares must also briefly describe (1) all transactions, excluding compensation of officers and directors, during the previous fiscal year involving an amount in excess of $40,000, other than contracts let at competitive bid or services rendered at prices regulated by law, to which the corporation or its parent or subsidiary was a party, and in which a director or officer of the corporation or of a subsidiary or, if known to the corporation, its parent, or subsidiary, a holder of more than 10 percent of the outstanding voting shares of the corporation had a direct or indirect material interest; the report must include the name of the person, the person's relationship to the corporation, the nature of the person's interest in the transaction and, if practicable, the amount of the interest; in the case of a transaction with a partnership of which the person is a partner, only the interest of the partnership need be stated; a report is not required in the case of transactions approved by the shareholders under AS 10.06.478 ;

(2) the amount and circumstances of indemnifications or advances aggregating more than $10,000 paid during the fiscal year to an officer or director of the corporation under AS 10.06.490 ; a report is not required in the case of indemnification approved by the shareholders under AS 10.06.490 (d)(3).

(c) A shareholder or shareholders holding at least five percent of the outstanding shares of a class of a corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month, or nine-month period of the current fiscal year ended more than 30 days before the date of the request and a balance sheet of the corporation as of the end of the period and, in addition, if an annual report for the last fiscal year has not been sent to shareholders, the statements required by (a) of this section for the last fiscal year. The statement shall be delivered or mailed to the person making the request within 30 days of the request. A copy of the statements shall be kept on file in the principal office of the corporation for 12 months and they shall be exhibited at all reasonable times to a shareholder demanding an examination of the statements or a copy of the statements shall be mailed to that shareholder.

(d) A corporation shall, upon the written request of a shareholder, mail to the shareholder a copy of the last annual, semiannual, or quarterly income statement that it has prepared and a balance sheet as of the end of the period.

(e) The quarterly income statements and balance sheets referred to in this section shall be accompanied by any report on those statements by independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

(f) A corporation that neglects, fails, or refuses to prepare or submit the financial statements required by this section is subject to a penalty of $25 for each day that the failure or refusal continues, beginning 30 days after receipt of written request that the duty be performed from one entitled to make the request, up to a maximum of $1,500. The penalty shall be paid to the shareholder or shareholders jointly making the request for performance of the duty or duties imposed by this section. In addition to this penalty, the court may enforce the duty of making and mailing or delivering the information and financial statements required by this section and, for good cause shown, may extend the time limits under this section.

(g) This section applies to a domestic corporation and a foreign corporation having its principal executive office in this state or customarily holding meetings of its board in this state.

(h) A corporation may deliver the annual report required under (a) of this section (1) by mail;

(2) in person; or

(3) by electronic transmission, or by a posting on an electronic network together with a separate notice of the specific posting to the shareholder, if the corporation has received a writing or an electronic transmission from the shareholder that includes information demonstrating that the shareholder authorized the electronic transmission and delivery of annual reports by electronic transmission or electronic posting.
Alaska Stat. § 10.50.265 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.265
Liability of members to third parties.
Status: in_force

A person who is a member of a limited liability company or a foreign limited liability company is not liable, solely by reason of being a member, under a judgment, decree, or order of a court, or in another manner, for a liability of the company to a third party, whether the liability arises in contract, tort, or another form, or for the acts or omissions of another member, manager, agent, or employee of the company to a third party.
Alaska Stat. § 10.06.653 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.653
Claims against corporation; court and non-court directed winding up; presentation; notice; payment; secured claims; rejected claims.
Status: in_force

(a) In a court-directed winding up of a corporation under AS 10.06.618 , 10.06.628, 10.06.635, and 10.06.645, creditors and claimants may be barred from participation in a distribution of the general assets of the corporation if they fail to make and present claims and proofs within the time the court may order. The time in which to present claims may not be less than four nor more than six months after the first publication of notice to creditors unless it appears by affidavit that there are no claims, in which case the time may not be less than three months. If it is shown that a claimant did not receive notice because of absence from the state or other cause, the court may allow a claim to be filed or presented at any time before distribution is completed.

(b) Notice to creditors in a court-directed winding up shall be published not less than once a week for three consecutive weeks in a newspaper of general circulation, published in the judicial district in which the proceeding is pending or, if a newspaper is not published in that judicial district, in a newspaper designated by the court. The notice shall direct creditors and claimants to make claims and proofs to the person, at the place, and within the time specified in the notice. A copy of the notice shall be mailed to the last known address of each person shown as a creditor or claimant on the books of the corporation.

(c) A holder of a secured claim in a court-directed winding up may prove for the whole debt in order to secure payment of a deficiency. If a holder fails to present a claim, the holder is barred only as to any right against the general assets for a deficiency in the amount realized on the holder's security.

(d) Before a distribution in a court-directed winding up is made, the amount of an unmatured, contingent, or disputed claim against the corporation that has been presented and has not been disallowed, or the part of a claim to which the holder would be entitled if the claim were due, established, or absolute, shall, if presently reduced to cash, be paid to the commissioner of revenue. The amount shall be paid to the party entitled to the amount when the party becomes entitled or, if the party fails to establish a claim, the amount shall be distributed with the other assets of the corporation; the court may make other provision for payment of a claim, as it considers adequate. A creditor who has a claim that has been allowed but is not yet due is entitled to the present value of the claim upon distribution.

(e) Assets of the corporation subject to claims under this section and not reduced to cash shall be held pending distribution as creditors and claimants agree or as the court directs.

(f) If the ownership of shares of stock is in dispute, if the existence of a claim of a creditor or shareholder is contingent or contested, or if the amount of a claim of a creditor or shareholder is contingent, contested, or not determined, the maximum amount of the claims shall be reduced to cash and deposited with the commissioner of revenue. Amounts deposited with the commissioner of revenue under this subsection shall be paid to the creditor, shareholder, or the legal representative of the shareholder or creditor as the disputing parties may agree or a court may direct.

(g) Suits against the corporation on claims that have been rejected under (d) or (f) of this section shall be commenced within 30 days after written notice of rejection is given to the claimant.
Alaska Stat. § 10.13.130 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.130
Board of directors.
Status: in_force

(a) The board of directors of a licensee must have at least seven directors.

(b) The board of directors shall hold at least one meeting each calendar quarter.
Alaska Stat. § 10.25.350 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.350
Termination of cooperative affairs.
Status: in_force

The board of directors shall wind up and settle the affairs of the cooperative, collect sums owing to it, liquidate its property and assets, pay and discharge its debts, obligations, and liabilities, other than those to patrons arising by reason of their patronage, and do all other things required to wind up its business. After paying or discharging or adequately providing for the payment or discharge of all its debts, obligations, and liabilities, other than those to patrons arising by reason of their patronage, the directors shall distribute remaining sums, first, to patrons for the pro rata return of all amounts standing to their credit by reason of their patronage and, second, to members for the pro rata repayment of membership fees. Sums then remaining shall be distributed among its members and former members in proportion to their patronage, except to the extent participation in the distribution has been legally waived. The board of directors shall thereupon authorize the execution of articles of dissolution. The presiding officer shall execute and acknowledge articles of dissolution on behalf of the cooperative and the officer designated by the board shall affix and attest to the seal.
Alaska Stat. § 10.13.870 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.870
Appeals.
Status: in_force

A final order of an administrative proceeding under AS 10.13.710  10.13.760, 10.13.800, 10.13.810, or 10.13.830 may be appealed to the superior court.
Alaska Stat. § 10.15.420 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.420
Execution of articles of merger or consolidation.
Status: in_force

Upon adoption of the plan of merger or consolidation, articles of merger or articles of consolidation, as the case may be, shall be executed in duplicate by each cooperative by its president or a vice-president and by its secretary or an assistant secretary.
Alaska Stat. § 10.55.602 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.602
Forms.
Status: in_force

The department may prescribe and furnish on request forms for documents required or permitted to be filed by this chapter, but their use is not mandatory.
Alaska Stat. § 10.06.233 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.233
Location and inspection of bylaws.
Status: in_force

Each corporation shall keep at its principal executive office in this state or, if its principal executive office is not in this state, at its principal business office in this state, the original or a copy of its bylaws with amendments to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside this state and the corporation has no principal business office in this state, it shall upon the written request of a shareholder furnish to a shareholder a copy of the bylaws with amendments to date.
Alaska Stat. § 10.25.100 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.100
Notice of meetings.
Status: in_force

Except as otherwise provided in this chapter or the articles or bylaws of a cooperative, written notice stating the time and place of each meeting of the members or district delegates shall be given to each member or district delegate, in person or by mail, electronic mail, or text message, not less than 15 days nor more than 60 days before the date of the meeting. Notice of a special meeting of the members, together with notice of the purpose for which the meeting is called, shall be given to each member or district delegate personally or by mail, electronic mail, or text message, not less than 90 days nor more than 120 days before the date of the meeting. If mailed, notice is considered given when the notice is deposited in the United States mail with postage prepaid addressed to the member or district delegate at the address of the member or delegate as the address appears on the records of the cooperative. If sent by text or electronic mail, notice is considered given when the notice is sent to the member's telephone number, if the telephone is capable of receiving text messages, or the electronic mailing address on record with the cooperative.
Alaska Stat. § 10.06.720 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.720
Corporate name of foreign corporation.
Status: in_force

A certificate of authority may not be issued to a foreign corporation unless the corporate name of the corporation (1) contains the word corporation, company, incorporated, or limited, or an abbreviation of one of these words, or, for use in this state, adds at the end of its name one of these words or an abbreviation of one of them;

(2) does not contain a word or phrase that indicates or implies that it is organized for a purpose other than the purpose contained in its articles of incorporation or that it is authorized or empowered to conduct the business of banking or insurance;

(3) does not contain the word city, borough, or village or otherwise imply that the corporation is a municipality, but the name of a city, borough, or village may be used in the corporate name;

(4) is available for corporate use under AS 10.06.105 (d).
Alaska Stat. § 10.06.483 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.483
Officers; tenure, resignation, authority, and duties.
Status: in_force

(a) A corporation shall have a president, a secretary, a treasurer, and other officers with titles and duties as stated in the bylaws of the corporation or determined by the board and as may be necessary to enable the corporation to sign instruments and share certificates. Any two or more offices may be held by the same person, except the offices of president and secretary. When all of the issued and outstanding stock of the corporation is owned by one person, the person may hold all or any combination of offices.

(b) Except as otherwise provided in the articles or bylaws of the corporation, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under a contract of employment. An officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under a contract to which the officer is a party.

(c) All officers as between themselves and the corporation have the authority and shall perform the duties in the management of the corporation as provided in the bylaws of the corporation or, to the extent not provided in the bylaws, as provided by the board.

(d) Subject to the provisions of AS 10.06.020 , a note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing, and an assignment or endorsement of these, executed or entered into between the corporation and another person, if signed by two individuals, one of whom is the chairman of the board, the president, or a vice-president and the other of whom is the secretary, an assistant secretary, the treasurer, or an assistant treasurer of the corporation, is not invalidated as to the corporation by a lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the instrument.

(e) An officer shall perform the duties of the office in good faith and with that degree of care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Except as provided in (f) of this section, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data in each case prepared or presented by legal counsel or public accountants.

(f) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by (e) of this section unwarranted.
Alaska Stat. § 10.55.601 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.601
Requirements for documents.
Status: in_force

(a) To be entitled to filing by the department under this chapter, a document must satisfy the following requirements and the requirements of any other provision of this chapter that adds to or varies these requirements: (1) this chapter must require or permit filing the document with the department;

(2) the document must contain the information required by this chapter and may contain other information;

(3) the document must be in a record;

(4) the document must be in the English language; however, the name of an entity need not be in English if written in English letters or Arabic or Roman numerals;

(5) the document must be signed (A) by an officer of a domestic or foreign corporation;

(B) by a person authorized by a domestic or foreign entity that is not a corporation; or

(C) if the entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary;

(6) the document must state the name and capacity of the person that signed it; the document may contain a corporate seal, attestation, acknowledgment, or verification; and

(7) the document must be delivered to the department for filing; delivery may be made by electronic transmission if and to the extent permitted by the department; if a document is filed in typewritten or printed form and not transmitted electronically, the department may require one exact or conformed copy to be delivered with the document.

(b) When a document is delivered to the department for filing, the correct filing fee and any franchise tax, license fee, or penalty required to be paid for the filing by this chapter or other law must be paid or provision for payment made in a manner permitted by the department.
Alaska Stat. § 10.06.808 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.808
Contents of biennial report.
Status: in_force

A biennial report must set out (1) the name of the corporation and the state or country where it is incorporated;

(2) the address of the registered office of the corporation in this state, and the name of its registered agent in this state at that address, and, in the case of a foreign corporation, the address of its principal office in the state or country where it is incorporated;

(3) a brief statement of the character of the business in which the corporation is engaged in this state and the codes from the identification code established under AS 10.06.870 that most closely describe the activities in which the corporation is engaged in this state;

(4) the names and addresses of the directors and officers of the corporation;

(5) a statement of the aggregate number of shares that the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class;

(6) a statement of the aggregate number of issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class;

(7) the name and address of each alien affiliate, the percentage of outstanding shares controlled by each alien affiliate, and a specific description of the nature of the relationship between the corporation and its alien affiliates, or that there is no alien affiliate;

(8) the name and address of each person owning at least five percent of the shares, or five percent of any class of shares as of September 30 of the second year of the biennial reporting period, and the percentage of the shares or class of shares owned by that person.
Alaska Stat. § 10.50.075 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.075
Contents of articles of organization.
Status: in_force

The articles of organization of a limited liability company must state (1) the name of the company;

(2) the purpose for which the company is organized, which may be stated to be, or to include, the conduct of any or all lawful affairs for which a limited liability company may be organized under this chapter;

(3) the mailing address of the company's registered office and the name of the company's registered agent;

(4) if applicable, that the company will be managed by a manager; and

(5) any other provision for the regulation of the internal affairs of the company that is consistent with this chapter and the laws of this state if the persons organizing the company elect to include the provision in the articles of organization.
Alaska Stat. § 10.45.060 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.060
Qualifications of director, officer, or shareholder.
Status: in_force

A person may not be a director or officer of a professional corporation if the person is not a shareholder of that corporation. A person may not be a shareholder, director, or officer of more than one professional corporation at one time.
Alaska Stat. § 10.30.070 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.070
Creation and use of irreducible fund.
Status: in_force

A cemetery association or nonprofit cemetery corporation may by its bylaws provide that a stated percentage of the money realized from the sale of cemetery lots and donations constitutes an irreducible fund, which may be invested in the manner or loaned upon the securities the association or corporation considers proper. The interest or income from the irreducible fund provided for in a bylaw, or as much as may be necessary, shall be devoted exclusively to (1) the preservation and embellishment of the grounds, buildings, and property of the association or corporation that are related to the operation of a cemetery; (2) the preservation and embellishment of cemetery lots and space in buildings or on grounds sold to the association or corporation that are related to the operation of a cemetery; or (3) the payment of interest and principal of debts authorized by the association or corporation for the purchase of land or equipment or for the construction or improvement of buildings that are related to the operation of a cemetery. If a bylaw has been enacted for the creation of an irreducible fund, the percentage stated in the bylaw may not be reduced.
Alaska Stat. § 10.13.600 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.600
Examination of licensees and subsidiaries.
Status: reserved

(a) The department may at any time examine a licensee or a subsidiary of a licensee. Licensure under this chapter constitutes implied consent to examination by the department.

(b) [Repealed, § 4 ch 26 SLA 2018.] (c) At the department's request the following persons shall provide to the department the books, accounts, and records of a licensee or a licensee's subsidiary and shall otherwise facilitate the department's examination of the licensee to the fullest extent possible: (1) a director, officer, or employee of a licensee being examined by the department;

(2) a director, officer, or employee of a subsidiary of a licensee being examined by the department;

(3) a person having custody of the books, accounts, or records of a licensee being examined by the department;

(4) a person having custody of the books, accounts, or records of a subsidiary of a licensee being examined by the department.

(d) The department may retain a certified public accountant, attorney, appraiser, or other person to assist the department in the examination of a licensee or a subsidiary of a licensee if the department determines that the assistance is necessary. Within 10 days after receipt of a statement from the department, the licensee being examined shall pay the fees of a person retained by the department under this subsection.

Article 6. Prohibited Activities.
Alaska Stat. § 10.20.345 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.345
Removal of ground for dissolution.
Status: in_force

If the corporation, within the time required by this chapter, files its biennial report or appoints or maintains a registered agent as provided in this chapter, or files with the commissioner the required statement of change of registered office or registered agent, or revokes or concludes a plan of voluntary dissolution, the commissioner's authority to involuntarily dissolve the corporation ceases.
Alaska Stat. § 10.13.550 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.550
Fees.
Status: in_force

A person shall pay the department (1) $2,500 for filing an application for a license;

(2) $1,250 for filing an application for approval to acquire control of a licensee;

(3) $1,250 for filing an application for approval for a merger, purchase, or sale under AS 10.13.430  10.13.460; if two or more applications relating to the same merger, purchase, or sale are filed, the fee for filing each application is the figure resulting from dividing $1,250 by the number of the applications;

(4) $2,500 each calendar year at the time established by the department, if the person is a licensee;

(5) a fee established by the department for the examination of a licensee or a subsidiary of a licensee; the fee shall be paid within 30 days after receiving a statement from the department; a fee established under this paragraph must include (A) the proportionate part of the salaries and cost of employee benefits of the examiners while conducting the examination and while preparing the examination report; and

(B) the transportation costs and per diem costs of each examiner while away from the examiner's duty station.
Alaska Stat. § 10.06.388 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.388
Acquisition of corporation's own shares; reissuance or retirement.
Status: in_force

(a) When a corporation purchases or redeems or otherwise acquires its own shares, the shares are restored to the status of authorized but unissued shares unless the articles prohibit their reissuance.

(b) If the articles prohibit the reissuance of shares upon their acquisition by the corporation, then upon the acquisition of those shares the authorized number of shares of the class and series, if any, to which the shares belonged is reduced by the number of shares acquired and the articles shall be amended to reflect the reduction in authorized shares. If all of the authorized shares of a class or series are acquired and their reissue is prohibited by the articles of incorporation, then the articles shall also be amended to eliminate any statement of rights, preferences, privileges, and restrictions relating solely to that class or series. Articles of amendment shall be filed within 60 days of the acquisition of the shares in accordance with the requirements of AS 10.06.512  10.06.514. Approval by the outstanding shares is not required to adopt such articles of amendment.
Alaska Stat. § 10.20.915 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.915
Application to foreign and interstate commerce.
Status: in_force

This chapter applies to commerce with foreign nations and among the several states only as permitted under the Constitution of the United States.
Alaska Stat. § 10.50.735 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.735
Authority to sue on behalf of company.
Status: in_force

(a) Except as provided in AS 10.50.320 , and unless otherwise provided in an operating agreement of the company, a person may not bring a court action on behalf of a limited liability company in the name of the company unless the person is authorized under (b) or (c) or this section to bring the action.

(b) Whether or not the company is managed by a manager, a member of a limited liability company may bring a court action on behalf of the company in the name of the company if the member is authorized to bring the action by more than one-half of all of the members of the company who are eligible to consent to the authorization, unless a larger number of the members is required under AS 10.50.150 (c) for the authorization. When determining whether the required number of members consent under AS 10.50.150 , the total number of all members does not include a member who has an interest in the outcome of the action that is adverse to the interest of the company and the member with the adverse interest is excluded from determining the authorization.

(c) A manager of a limited liability company may bring a court action on behalf of the company in the name of the company if the manager is authorized to bring the action by the consent required under AS 10.50.150 of the members eligible to consent to the authorization. When determining the number of managers required to consent under AS 10.50.150 , the number does not include a manager who has an interest in the outcome of the action that is adverse to the interest of the company and the manager with the adverse interest is excluded from determining the authorization.

Article 15. Biennial Report.
Alaska Stat. § 10.55.608 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.608
Evidentiary effect of copy of filed document.
Status: in_force

A certificate from the department, delivered with a copy of a document filed by the department, conclusively establishes that the original document is on file with the department.
Alaska Stat. § 10.15.225 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.225
Contracts between two or more cooperatives.
Status: in_force

Two or more cooperatives may contract and act in association, corporate or otherwise, to perform collectively any of their powers or purposes authorized by this chapter.
Alaska Stat. § 10.13.190 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.190
General powers.
Status: in_force

In addition to the other powers given by this chapter and the powers conferred on the licensee by the laws under which it is incorporated that are not inconsistent with this chapter, a licensee may (1) borrow money and otherwise incur indebtedness for the licensee's purposes, including the issuing of corporate bonds, debentures, notes, and other evidence of indebtedness; a licensee's indebtedness may be secured or unsecured, and may involve equity features, including provisions for conversion to stock and warrants to purchase stock;

(2) make contracts;

(3) incur and pay necessary and incidental operating expenses;

(4) purchase, receive, hold, lease, acquire, sell, convey, mortgage, pledge, or otherwise acquire or dispose of real or personal property, and the rights and privileges that are incidental and appurtenant to the transactions, if the real or personal property is for the licensee's use in operating the licensee's business or if the real or personal property is acquired by the licensee from time to time in satisfaction of debts or the enforcement of obligations;

(5) make donations for charitable, educational, research, or similar purposes;

(6) provide financing assistance and management assistance to businesses and establish the terms and conditions of the assistance;

(7) implement a reasonable and prudent policy for conserving and investing the licensee's money before the money is used to provide financing assistance to businesses or to pay the expenses of the licensee;

(8) exercise the incidental powers that are necessary, convenient, or reasonably related to providing financing assistance and management assistance to businesses.
Alaska Stat. § 10.06.560 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.560
Effective date and effect of merger, consolidation, or exchange.
Status: in_force

(a) A merger, consolidation, or exchange is effective upon the issuance of a certificate of merger, consolidation, or exchange by the commissioner, or on a later date, not more than 30 days after the filing of the certificate with the commissioner, as provided in the plan.

(b) When a merger or consolidation becomes effective, (1) the corporations that are parties to the plan of merger or consolidation shall be a single corporation that, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation;

(2) the separate existence of all corporations that are parties to the plan of merger or consolidation, except the surviving or new corporation, ceases;

(3) a surviving or new corporation has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of a corporation organized under this chapter;

(4) the surviving or new corporation possesses all the public and private rights, privileges, immunities, and franchises of each of the merging or consolidating corporations; all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and every other interest of, belonging to, or due to each of the merged or consolidated corporations, shall be transferred to and vested in the surviving or new corporation without further act; and the title to real estate, or an interest in real estate, vested in any of the corporations may not revert or be in any way impaired by reason of a merger or consolidation;

(5) a surviving or new corporation is responsible and liable for all the liabilities and obligations of each of the merged or consolidated corporations; a claim existing or action or proceeding pending by or against the merged or consolidated corporations may be prosecuted as if the merger or consolidation has not taken place, or the surviving or new corporation may be substituted in its place; and the rights of creditors or any liens upon the property of the merged or consolidated corporations may not be impaired by the merger or consolidation;

(6) in the case of a merger, the articles of incorporation of the surviving corporation are considered to be amended to the extent that changes in its articles are stated in the plan of merger; and, in the case of a consolidation, the statements set out in the articles of consolidation that are required or permitted to be set out in the articles of incorporation of corporations organized under this chapter are considered to be the original articles of the new corporation.

(c) When a merger, consolidation, or exchange becomes effective, the shares of the corporation or corporations party to the plan that are to be converted or exchanged under the terms of the plan cease to exist, in the case of a merger or consolidation, or are considered to be exchanged, in the case of an exchange, and the holders of the shares are entitled only to the shares, obligations, other securities, cash, or other property into which the shares have been converted or for which they have been exchanged, in accordance with the plan, subject to the rights under AS 10.06.574 .
Alaska Stat. § 10.06.323 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.323
Effect of filing statement.
Status: in_force

When the commissioner has filed the statement under AS 10.06.320 , the resolution fixing the rights, preferences, privileges, and restrictions of a wholly unissued class of shares or the resolution establishing and designating a series of shares and fixing and determining the relative rights and preferences of the series becomes effective and constitutes an amendment of the articles of incorporation.
Alaska Stat. § 10.20.221 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.221
Procedure for merger.
Status: in_force

The board of directors of each corporation shall, by resolution, approve a plan of merger setting out (1) the names of the corporations proposing to merge and the name of the corporation into which they propose to merge, which is hereafter referred to as the surviving corporation;

(2) the terms and conditions of the proposed merger;

(3) a statement of changes in the articles of incorporation of the surviving corporation caused by the merger;

(4) other provisions with respect to the merger considered necessary or desirable.
Alaska Stat. § 10.15.100 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.100
Recall, acquisition, exchange, redemption, and reissuance of stock or other evidence of equity.
Status: in_force

Unless the articles provide otherwise, a cooperative may recall membership stock upon termination of membership, and acquire, exchange, redeem, and reissue its own shares or other evidences of equity. The consideration paid for shares of membership stock recalled by the cooperative shall be the par value of the shares plus accrued and unpaid dividends, if any. However, if the shares have no par value the consideration paid shall be the consideration in dollars for which the shares were issued plus accrued and unpaid dividends. The cooperative may set off obligations to it of the holder of membership stock or other evidence of equity.
Alaska Stat. § 10.50.653 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.653
Appeal from revocation of registration.
Status: in_force

If the commissioner revokes the registration of a foreign limited liability company to conduct affairs in this state under this chapter, the company may appeal to the superior court. The court shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.
Alaska Stat. § 10.06.713 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.713
Certificate of authority as prerequisite for court proceedings.
Status: in_force

A foreign corporation transacting business in this state without a certificate of authority may not maintain an action, suit, or proceeding in a court of this state until it obtains a certificate of authority. A successor or assignee of a foreign corporation transacting business without a certificate of authority may not maintain an action, suit, or proceeding in a court of this state on a right, claim, or demand arising out of the transaction of business by the corporation in this state until a certificate of authority is obtained by the corporation or by a corporation that has acquired all or substanially all of its assets.
Alaska Stat. § 10.55.306 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.306
Effect of interest exchange.
Status: in_force

(a) When an interest exchange becomes effective, (1) the interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged, and the interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange and to any dissenters' rights they have under AS 10.55.109 and the acquired entity's organic law;

(2) the acquiring entity becomes the interest holder of the interests in the acquired entity stated in the plan of interest exchange to be acquired by the acquiring entity;

(3) the public organic document, if any, of the acquired entity is amended as provided in the statement of interest exchange and is binding on the acquired entity's interest holders; and

(4) the private organic rules of the acquired entity that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange and are binding on and enforceable by (A) the acquired entity's interest holders; and

(B) in the case of an acquired entity that is not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the acquired entity's private organic rules.

(b) Except as otherwise provided in the organic law or organic rules of the acquired entity, the interest exchange does not give rise to any rights that an interest holder, governor, or third party would otherwise have upon a dissolution, liquidation, or winding up of the acquired entity.

(c) When an interest exchange becomes effective, a person that did not have interest-holder liability with respect to the acquired entity and that becomes subject to interest-holder liability with respect to a domestic entity as a result of the interest exchange has interest-holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the interest exchange becomes effective.

(d) When an interest exchange becomes effective, the interest-holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which the person had interest-holder liability is as follows: (1) the interest exchange does not discharge any interest-holder liability under the organic law of the domestic acquired entity to the extent the interest-holder liability arose before the interest exchange became effective;

(2) the person does not have interest-holder liability under the organic law of the domestic acquired entity for any liability that arises after the interest exchange becomes effective;

(3) the organic law of the domestic acquired entity continues to apply to the release, collection, or discharge of any interest-holder liability preserved under (1) of this subsection as if the interest exchange had not occurred; and

(4) the person has whatever rights of contribution from any other person as are provided by the organic law or organic rules of the domestic acquired entity with respect to any interest-holder liability preserved under (1) of this subsection as if the interest exchange had not occurred.

Article 4. Conversion.
Alaska Stat. § 10.50.060 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.060
Change of registered office or agent by company.
Status: in_force

(a) A limited liability company may change its registered office, agent, or both, by filing with the department a signed statement that includes (1) the name of the company;

(2) the address of its registered office;

(3) the address of its new registered office if the registered office is to be changed;

(4) the name of its registered agent;

(5) the name of its new registered agent if the registered agent is to be changed; and

(6) a statement that the change is authorized by the company's manager, or, if the company is not managed by a manager, by the members.

(b) If the department finds that the statement complies with this chapter, the department shall file it in the department's office. The change becomes effective when the statement is filed.
Alaska Stat. § 10.20.261 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.261
Effective date and effect of merger or consolidation.
Status: in_force

(a) Upon the issuance of the certificate of merger or the certificate of consolidation, the merger or consolidation becomes effective.

(b) Merger or consolidation has the following effect: (1) the merging or consolidating corporations are a single corporation, which, in the case of a merger, is the corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, is the new corporation provided for in the plan of consolidation;

(2) the separate existence of the corporations, except the surviving or new corporation, ceases;

(3) the surviving or new corporation has the rights, privileges, immunities and powers and is subject to the duties and liabilities of a corporation organized under this chapter;

(4) the surviving or new corporation possesses the rights, privileges, immunities and franchises, public and private, of the merging or consolidating corporations; all real, personal and mixed property, and all debts due, including subscriptions to shares, and all other choses in action, and every other interest of or belonging to or due to each of the corporations are transferred to and vested in the surviving or new corporation; the title to real estate, or interest in real estate, vested in the corporations does not revert nor is it in any way impaired because of the merger or consolidation;

(5) the surviving or new corporation is liable for the liabilities and obligations of each of the corporations merged or consolidated; a claim existing or action or proceeding pending by or against the corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new corporation may be substituted in its place; neither the rights of creditors nor liens upon the property of a merging or consolidating corporation are impaired by the merger or consolidation;

(6) in the case of a merger, the articles of incorporation of the surviving corporation are amended to the extent that changes in its articles of incorporation are stated in the plan of merger; in the case of a consolidation, the statements set out in the articles of consolidation which are required or permitted to be set out in the articles of incorporation of corporations organized under this chapter are the original articles of incorporation of the new corporation.
Alaska Stat. § 10.20.695 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.695
Action by members or directors without a meeting.
Status: in_force

(a) Action required by this chapter to be taken at a meeting of the members or directors of a corporation, or action that may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter or all of the directors.

(b) The consent has the same effect as a unanimous vote, and may be stated as such in articles or documents filed with the commissioner.
Alaska Stat. § 10.06.548 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.548
Abandonment of plan of merger, consolidation, or exchange.
Status: in_force

After approval of the outstanding shares of each corporation under AS 10.06.546 and before the filing of the articles of merger, consolidation, or exchange, the merger, consolidation, or exchange may be abandoned under provisions set out in the plan.
Alaska Stat. § 10.13.850 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.850
Construction of chapter.
Status: in_force

This chapter shall be liberally construed to accomplish its purposes.
Alaska Stat. § 10.25.010 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.010
Powers of electric or telephone cooperative; prohibited action.
Status: in_force

(a) Except as provided in (b) of this section, an electric or telephone cooperative may (1) sue and be sued in its corporate name;

(2) have perpetual existence;

(3) adopt a corporate seal and alter it;

(4) construct, buy, lease, or otherwise acquire, and equip, maintain, and operate, and sell, assign, convey, lease, mortgage, pledge, or otherwise dispose of or encumber lands, buildings, structures, electric or telephone lines or systems, dams, plants and equipment, and any other real or personal property, tangible or intangible, that is necessary, convenient, or appropriate to accomplish the purpose for which the cooperative is organized;

(5) buy, lease, or otherwise acquire, and use, and exercise and sell, assign, convey, mortgage, pledge or otherwise dispose of or encumber franchises, rights, privileges, licenses, and easements;

(6) borrow money and otherwise contract indebtedness, and issue evidences of indebtedness, and secure the payment of the indebtedness by mortgage, pledge, or deed of trust of, or any other encumbrance upon its real or personal property, assets, franchises, or revenues;

(7) construct, maintain, and operate electric transmission and distribution lines or telephone or related telecommunications service lines along, on, under and across publicly owned lands and public thoroughfares, including, without limitation, all roads, highways, streets, alleys, bridges, and causeways;

(8) exercise the power of eminent domain;

(9) become a member of other cooperatives or corporations or own stock in them;

(10) conduct its business and exercise its powers inside or outside the state;

(11) adopt, amend, and repeal bylaws;

(12) make all contracts necessary, convenient, or appropriate for the full exercise of its powers;

(13) make donations for the public welfare or for charitable, scientific, or educational purposes;

(14) do and perform any other act and thing, and have and exercise any other power that may be necessary, convenient, or appropriate to accomplish the purpose for which the cooperative is organized.

(b) An electric or telephone cooperative may not use cooperative funds to promote or oppose the candidacy of a candidate for director of the cooperative.
Alaska Stat. § 10.13.590 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.590
Information on economic development effect.
Status: in_force

Each year the department shall publish and provide to the legislature information on the effect of this chapter on promoting economic development in the state. The information must include aggregate statistics on (1) the number and dollar amount of the financing assistance made by licensees to businesses; the amounts shall be organized into broad categories based on the types of industry involved; the standard industrial classification manual may be used for the categories;

(2) the number and dollar amount of the financing assistance made by licensees to minority-owned businesses and to businesses owned by women; and

(3) estimates of the number of jobs created or retained.
Alaska Stat. § 10.06.421 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.421
Corporation's acceptance of certain documents.
Status: in_force

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the document and give it effect as the act of the shareholder.

(b) If the name signed on a document does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the document and give it effect as the act of the shareholder if (1) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(2) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the document;

(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the document;

(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation or the signatory's authority to sign for the shareholder has been presented with respect to the document; or

(5) two or more persons are the shareholder as cotenants or fiduciaries, the name signed purports to be the name of at least one of the coowners, and the person signing appears to be acting on behalf of all the coowners.

(c) The corporation is entitled to reject a document if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis to doubt the validity of the signature on the document or the signatory's authority to sign for the shareholder.

(d) The corporation and its officer or agent who accepts or rejects a document in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a document under this section is valid unless a court of competent jurisdiction determines otherwise.

(f) In this section, document means vote, consent, waiver, or proxy appointment.
Alaska Stat. § 10.35.070 — AK Code / Title 10 / Chapter 10.35 / Section 10.35.070
Renewal of registered name.
Status: in_force

A registered business name may be renewed every five years if an application for renewal is filed. An application for renewal must set out the facts required in an original application for registration and be accompanied by a renewal fee to be established by the department by regulation. An application for renewal may be filed between October 1 and December 31 of any year. The renewal of the registration extends the registration for the following five calendar years.
Alaska Stat. § 10.20.320 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.320
Effect of certificate of dissolution.
Status: in_force

Upon the issuance of the certificate of dissolution the existence of the corporation ceases, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter.
Alaska Stat. § 10.45.140 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.140
Professional relationship and liabilities.
Status: in_force

(a) The provisions of this chapter do not modify the law applicable to the relationship between a person furnishing professional service and a person receiving the service, including liability arising out of the professional service, and including any confidential relationship between the person rendering the professional service and the person receiving the service.

(b) Except as provided in (a) of this section, a shareholder of a professional corporation organized under this chapter is not individually liable for the debts of or the claims against the corporation unless the debt or claim arises as a result of a wrongful act or omission of the shareholder.
Alaska Stat. § 10.06.538 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.538
Share exchange.
Status: in_force

All of the issued or outstanding shares of one or more classes of a domestic corporation may be acquired through the exchange of all of the issued or outstanding shares of the class or classes by another domestic or foreign corporation under a plan of exchange approved in the manner provided in AS 10.06.530  10.06.582.
Alaska Stat. § 10.06.473 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.473
Quorum of directors.
Status: in_force

(a) A majority of the number of directors fixed by the articles or bylaws of a corporation constitutes a quorum for the transaction of business unless a greater number is required by the articles or bylaws. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by the articles or the bylaws.

(b) The provisions of this section apply with equal force to committees of the board established under AS 10.06.468 and action by committees.
Alaska Stat. § 10.25.250 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.250
Contents of articles of merger.
Status: in_force

(a) The articles of merger must recite that they are executed under this chapter and must state (1) the name of each merging cooperative and the address of its principal office;

(2) the name of the surviving cooperative and the address of its principal office;

(3) a statement that each merging cooperative and the surviving cooperative agree to the merger;

(4) the names and addresses of the directors of the surviving cooperative;

(5) the terms and conditions of the merger and the manner of carrying it into effect, including the manner in which members of the merging cooperatives may or shall become members of the surviving cooperative.

(b) The articles of merger may contain provisions not inconsistent with this chapter that are considered necessary or advisable for the conduct of the business of the surviving cooperative.

(c) The presiding officer of each cooperative shall make and annex to the articles an affidavit stating that the provisions of this section regarding the articles were complied with by the cooperative.
Alaska Stat. § 10.55.902 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.902
Short title.
Status: in_force

This chapter may be cited as the Alaska Entity Transactions Act.
Alaska Stat. § 10.15.030 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.030
Change of registered office or agent.
Status: in_force

A cooperative may change its registered office or registered agent under the procedure set out in AS 10.06.165 , and a person who has been designated by a cooperative as its registered agent may resign under the procedure set out in AS 10.06.170 .
Alaska Stat. § 10.55.304 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.304
Amendment or abandonment of plan of interest exchange.
Status: in_force

(a) A plan of interest exchange of a domestic acquired entity may be amended (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2) by the governors or interest holders of the entity in the manner provided in the plan; however, an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change (A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, to be received by any of the interest holders of the acquired entity under the plan;

(B) the public organic document or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or

(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(b) After a plan of interest exchange has been approved by a domestic acquired entity and before a statement of interest exchange becomes effective, the plan may be abandoned (1) as provided in the plan; or

(2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of interest exchange is abandoned after a statement of interest exchange has been filed with the department and before the filing becomes effective, a statement of abandonment, signed on behalf of the acquired entity, must be filed with the department before the time the statement of interest exchange becomes effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain (1) the name of the acquired entity;

(2) the date on which the statement of interest exchange was filed; and

(3) a statement that the interest exchange has been abandoned in accordance with this section.
Alaska Stat. § 10.15.520 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.520
Deposit with department of amount due persons who cannot be found; unknown persons, or incompetent persons.
Status: in_force

Upon the voluntary or involuntary dissolution of a cooperative, the portion of the assets distributable to a creditor, member, shareholder, or patron or other person unknown or who cannot be found, or who is under a disability with no person legally competent to receive the distributive portion, shall be reduced to cash and, within six months after the final dividend in the liquidation or winding up is payable, shall be deposited with the department. The receiver or other liquidating agent shall prepare in duplicate a statement containing the names and last known addresses of the persons entitled to the funds and shall file the statement with the department. The department shall handle the funds in accordance with AS 34.45.110  34.45.780.
Alaska Stat. § 10.20.640 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.640
Fee for certified copies of instruments.
Status: in_force

The fee for furnishing a certified copy of any instrument shall be established by the department by regulation.
Alaska Stat. § 10.20.141 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.141
Loans to directors and officers prohibited.
Status: in_force

A corporation may not make loans to its directors or officers. A director or officer who assents to or participates in the making of such a loan shall be liable to the corporation for the amount of the loan until its repayment.
Alaska Stat. § 10.50.348 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.348
Inapplicability to winding up and dissolution.
Status: in_force

AS 10.50.290  10.50.340 do not apply in a proceeding for winding up and dissolution of a limited liability company.
Alaska Stat. § 10.15.515 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.515
Joinder of members or shareholders unnecessary.
Status: in_force

It is not necessary to make members or shareholders parties to an action or proceeding under AS 10.15.510 unless relief is sought against them personally.