Alaska Stat. § 10.06.355 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.355
Issuance of fractional shares or scrip.
Status: in_force

(a) A corporation may issue a fractional share, and, by action of its board, may issue, instead of a fractional certificate, scrip in registered or bearer form that entitles the holder to receive a full share upon the surrender of the scrip aggregating a full share.

(b) A fractional share entitles the holder to exercise voting rights, to receive dividends, and to participate in the assets of the corporation in the event of liquidation. Unless otherwise provided in the scrip, scrip does not entitle the holder to exercise voting rights, to receive dividends, or to participate in the assets of the corporation in the event of liquidation.

(c) The board may issue scrip subject to the condition that it is void if not exchanged for full shares before a specified date, or subject to the condition that the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds distributed to the holders of that scrip, or subject to other conditions that the board considers advisable.
Alaska Stat. § 10.06.572 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.572
Abandonment of transaction by board.
Status: in_force

The board in its discretion may abandon a sale, lease, exchange, or other disposition of assets after approval by the shares without further action or approval by the shares, subject to the rights of third parties under contracts relating to the sale, lease, exchange, or other disposition.
Alaska Stat. § 10.45.040 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.040
Prohibition against engaging in business; property and investments.
Status: in_force

A professional corporation may not engage in business; however, it may own real and personal property necessary for or appropriate in rendering its own professional services and may invest its funds in all types of investments.
Alaska Stat. § 10.15.255 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.255
Termination of recorded contract.
Status: in_force

When a contract recorded under AS 10.15.230  10.15.260 has been terminated in any manner, the cooperative shall, upon demand, give a statement of termination to the member party to the contract, who may record the statement in the office of the recorder where the contract was originally recorded. The recorder shall stamp expired after the name of the member in the alphabetical record. The fee for the recording and stamping shall be established by the department by regulation.
Alaska Stat. § 10.50.525 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.525
Execution of articles of merger or consolidation.
Status: in_force

Articles of merger or consolidation shall be signed by a limited liability company that is a party to the merger or consolidation.
Alaska Stat. § 10.13.200 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.200
Financing assistance form, terms, and conditions.
Status: in_force

A licensee may determine the form, terms, and conditions for the financing assistance that it will provide.
Alaska Stat. § 10.20.156 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.156
Filing of articles of incorporation.
Status: in_force

(a) Duplicate originals of the articles of incorporation shall be delivered to the commissioner. Upon finding that the articles of incorporation conform to law, the commissioner shall, when all fees prescribed by this chapter have been paid, (1) endorse on each duplicate original the word filed, and the date of the filing;

(2) file one duplicate original in the commissioner's office;

(3) issue a certificate of incorporation and affix the other duplicate original to it.

(b) The certificate of incorporation, together with the duplicate original of the articles of incorporation affixed by the commissioner, shall be returned to the incorporators or their representative.
Alaska Stat. § 10.15.465 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.465
Execution and content of statement of intent to dissolve.
Status: in_force

Upon the adoption of the resolution, a statement of intent to dissolve shall be executed in duplicate by the cooperative by its president or a vice-president and by its secretary or an assistant secretary and must set out (1) the name of the cooperative;

(2) the names and addresses of its officers;

(3) the names and addresses of its directors;

(4) a copy of the resolution adopted authorizing the dissolution of the cooperative;

(5) the date of the adoption of the resolution;

(6) the number of member votes for and against the resolution;

(7) if shareholders were authorized to vote on the resolution, the total number of authorized shareholder votes, the number of votes cast for and against the resolution, and the number of votes required by the articles for adoption.
Alaska Stat. § 10.40.105 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.105
Biennial report.
Status: in_force

A corporation formed under this chapter shall file a biennial report with the commissioner of commerce, community, and economic development setting out the real and personal property assets of the corporation.
Alaska Stat. § 10.20.430 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.430
Discontinuance of liquidation proceedings.
Status: in_force

The liquidation of the assets and business of a corporation may be discontinued at any time during the liquidation proceeding when it is established that cause for liquidation no longer exists. In this event, the court shall dismiss the proceeding and direct the receiver to redeliver to the corporation its remaining property and assets.
Alaska Stat. § 10.06.818 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.818
Interrogatories by commissioner; judicial review.
Status: in_force

(a) The commissioner may propound to a domestic or foreign corporation and to an officer or director of a domestic or foreign corporation interrogatories reasonably necessary and proper to enable the commissioner to ascertain whether the corporation has complied with the provisions of this chapter.

(b) Interrogatories shall be propounded by the commissioner or the designee of the commissioner to (1) a domestic corporation by complying with AS 10.06.175 ;

(2) a foreign corporation by complying with AS 10.06.763 ;

(3) an individual officer or director of a domestic or foreign corporation by mailing by certified mail a copy of the interrogatories addressed to the person at the place of business of the person in this state, or, if the person has no place of business in this state, to the principal office or place of business of the person.

(c) Interrogatories shall be answered within 30 days or within the additional time fixed by the commissioner or by the superior court. Answers shall be full and complete, in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by that person, and if directed to a corporation they shall be answered by the president, vice-president, secretary, or assistant secretary of the corporation or, in the instance of a foreign corporation, the person or persons functioning as comparable officers in accordance with the laws of the state of incorporation.

(d) A petition stating good cause to extend the date for answer, to modify or set aside the interrogatories propounded by the commissioner, or to enforce compliance with AS 10.06.820 may be filed in the superior court before the expiration of the 30 days fixed in this section for answer.
Alaska Stat. § 10.50.050 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.050
Duration of name registration.
Status: in_force

The registration of a name under AS 10.50.040 is effective until the close of the calendar year in which the application for registration is filed.
Alaska Stat. § 10.25.030 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.030
Powers of telephone cooperative.
Status: reserved

(a) A telephone cooperative may (1) furnish, improve, and expand telephone or related telecommunications service to its members and to other users not in excess of 10 percent of the number of its members; however, telephone or related telecommunications service may be made available by a cooperative through interconnection of facilities to any number of subscribers of other telephone or related telecommunications systems, and through pay stations to any number of users, and a cooperative that acquires existing telephone facilities or related telecommunications facilities may continue service to persons, not exceeding 40 percent of the number of its members, who are already receiving service from the facilities without requiring them to become members, and these persons may become members on terms as may be prescribed in the bylaws;

(2) connect and interconnect its telephone or related telecommunications service lines, facilities, or systems with other telephone or related telecommunications service lines, facilities, or systems;

(3) make its facilities available to persons furnishing telephone or related telecommunications service inside or outside the state.

(b) [Repealed, § 22 ch 29 SLA 2020.]
Alaska Stat. § 10.15.045 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.045
Capital stock.
Status: in_force

A cooperative, including a cooperative that requires a membership fee rather than the holding of membership stock as a prerequisite of membership, may issue the number of shares of capital stock stated in its articles. The shares may be divided into more than one class with the designations, preferences, limitations and relative rights stated in the articles, except that capital stock has no voting power except as specifically authorized in this chapter.
Alaska Stat. § 10.20.390 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.390
Appointment of receiver; powers.
Status: in_force

After a hearing held upon such notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver with authority to collect the assets of the corporation, including amounts owing to the corporation by members. The liquidating receiver may, subject to the order of the court, sell, convey, and dispose of all or a part of the assets of the corporation wherever situated, either at public or private sale.
Alaska Stat. § 10.30.020 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.020
Records.
Status: in_force

The clerk shall keep a record of the proceedings of the meetings of the association, certify to and record one copy of the record together with the name of the association with the recorder in the recording district in which the meeting is held, and file one copy in the office of the clerk of the superior court.
Alaska Stat. § 10.45.090 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.090
Voting by proxy.
Status: in_force

A proxy may be given to a licensed shareholder of the same corporation to vote the shares of the professional corporation. No other person may be given a proxy.
Alaska Stat. § 10.20.395 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.395
Disposition of assets or proceeds.
Status: in_force

The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition of the assets shall be applied and distributed as follows: (1) all costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate provision shall be made for payment;

(2) assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with these 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 or liquidation, 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 or liquidating corporation as the court may direct;

(4) other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive right 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 not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the court may direct.
Alaska Stat. § 10.13.180 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.180
Business of licensee.
Status: in_force

A licensee may not engage in a business other than providing financing assistance and management assistance to businesses.
Alaska Stat. § 10.15.245 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.245
Fees for recording contracts.
Status: in_force

The fee for recording the contract is the same as for recording a chattel mortgage. The fee for recording the names of parties to each contract is two cents for each name.
Alaska Stat. § 10.50.220 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.220
Termination on dissolution of member.
Status: in_force

(a) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, a limited liability company membership of a member that is a separate limited liability company terminates when the member dissolves and begins to wind up its affairs.

(b) Unless otherwise provided in an operating agreement of the company or by the written consent of all of the members of the company at the time, a limited liability company membership of a member that is a corporation terminates when the corporation is dissolved and 90 days lapse without reinstatement.
Alaska Stat. § 10.06.625 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.625
Effect of certificate of dissolution.
Status: in_force

Upon the issuance of a certificate of dissolution, the existence of the corporation ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by shareholders, directors, and officers as provided in this chapter.
Alaska Stat. § 10.13.300 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.300
Disclosure of potential conflict of interest.
Status: in_force

A person shall disclose a potential conflict of interest that occurs in a transaction in the financing documents of the transaction or, if the transaction does not involve financing assistance, in another appropriate document, if the person (1) participates in a decision of a licensee relating to the transaction; and

(2) knows of a potential conflict of interest involving the transaction.
Alaska Stat. § 10.13.410 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.410
Application to acquire control.
Status: in_force

(a) The department shall approve an application to acquire control of a licensee under AS 10.13.400 if the department determines that (1) the applicant and the directors and officers of the applicant are of good character and sound financial standing;

(2) it is reasonable to believe that the applicant will comply with this chapter; and

(3) the plans, if any, of the applicant to make a major change in the business, corporate structure, or management of the licensee are not detrimental to the safety and soundness of the licensee.

(b) If, after notice and a hearing, the department determines that the criteria for approval in (a) of this section have not been satisfied, the department shall deny the application.
Alaska Stat. § 10.25.440 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.440
Construction standards.
Status: in_force

Construction of electric lines and facilities, or telephone lines and facilities, by a cooperative shall, as a minimum requirement, comply with the standards of the National Electrical Safety Code in effect at the time of construction.
Alaska Stat. § 10.06.615 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.615
Commencement and conduct of voluntary proceedings for winding up; cessation of business; notice.
Status: in_force

(a) Voluntary proceedings for winding up the corporation commence upon the resolution of shareholders or directors of the corporation electing to wind up and dissolve, or upon the filing with the corporation of a written consent of the shareholders.

(b) If a voluntary proceeding for winding up has commenced, the board shall continue to act as a board and has powers as provided in (c) of this section to wind up and settle its affairs, both before and after the filing of the certificate of dissolution.

(c) If a voluntary proceeding for winding up has commenced, the corporation shall cease to carry on business except to the extent necessary for the beneficial winding up of its business and except during the period the board considers necessary to preserve the corporation's goodwill or going-concern value pending a sale of its business or assets, in whole or in part. The board shall give written notice of the commencement of the proceeding for voluntary winding up by mail to all shareholders and all known creditors and claimants whose addresses appear on the records of the corporation. It is unnecessary to give notice to shareholders who voted in favor of winding up and dissolving the corporation.
Alaska Stat. § 10.06.863 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.863
Appeal from revocation of certificate of authority.
Status: in_force

If the commissioner revokes a certificate of authority of a foreign corporation to transact business in this state under this chapter, the foreign corporation may appeal to the superior court by filing with the clerk of the court a notice of appeal setting out a copy of its certificate of authority and a copy of the notice of revocation given by the commissioner. The matter shall be tried de novo by the superior court, and the court shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.
Alaska Stat. § 10.15.380 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.380
Execution and content of articles of amendment.
Status: in_force

Following adoption of an amendment to the articles, it shall be executed in duplicate by the cooperative by its president or a vice-president and by its secretary or an assistant secretary and must set out (1) the name of the cooperative;

(2) if an amendment changes a provision of the original or amended articles, an identification by reference or description of the affected provision and a statement of its text as it is amended to read, or, if an amendment strikes or deletes a provision of the original or amended articles, an identification by reference or description of the provision stricken or deleted and a statement that it is stricken or deleted, and, if the amendment is an addition to the original or amended articles, a statement of that fact and the full text of the provision added;

(3) the date of the adoption of the amendment by the members;

(4) the numbers of members voting for and against the amendment;

(5) if affected shareholders had the right to vote, the number of affected shareholders, the number of shareholder votes entitled to be voted on the amendment, and the number of shareholder votes cast for and against the amendment.
Alaska Stat. § 10.13.620 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.620
Inspection or copying refusal.
Status: in_force

A person having custody of all or part of the books, accounts, or other records of a licensee may not knowingly refuse to allow the department, upon request, to inspect or make copies of the records.
Alaska Stat. § 10.50.110 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.110
Management generally.
Status: in_force

(a) Except as otherwise provided in the company's articles of organization, the members of a limited liability company manage the affairs and make the decisions of the company. Management by the members is subject to a provision in an operating agreement or this chapter limiting or increasing the management rights and duties of the members, including limits or increases placed on a class of members or an individual member.

(b) If a limited liability company is managed by a manager, the manager has the exclusive power to manage the affairs of the company to the extent authorized by the operating agreement.
Alaska Stat. § 10.45.210 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.210
Disposal of shares of legally disqualified shareholder.
Status: in_force

A professional corporation may provide in its articles of incorporation that the shares of a legally disqualified shareholder may be sold only to other shareholders or licensed persons of the same profession, or it may provide for the purchase, redemption, or retirement of the shares by the corporation out of capital as well as surplus funds and without regard to the impairment of its capital. If there is no provision for the disposal of the shares and the legally disqualified shareholder has not disposed of the shares as required under AS 10.45.200 , the corporation shall purchase, redeem, or retire the shares out of capital as well as surplus funds without regard to the impairment of its capital within 30 days after the disqualification occurs.
Alaska Stat. § 10.20.246 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.246
Execution of articles of merger or consolidation.
Status: in_force

Upon approval of the plan of merger or consolidation, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or a vice-president and its secretary or an assistant secretary.
Alaska Stat. § 10.06.333 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.333
Remedies for default in payment.
Status: in_force

In case of default in the payment of an installment or call when payment is due, the corporation may proceed to collect the amount due as any debt due the corporation. The bylaws may prescribe other remedies for failure to pay installments or calls that become due. No remedy working a forfeiture of a subscription, or of the amounts paid on a subscription, may be declared against a subscriber unless the amount due remains unpaid for a period of 20 days after written demand has been made. If mailed, written demand is considered to be made when it is deposited in the United States mail in a sealed envelope addressed to the subscriber at the last post office address known to the corporation, with postage prepaid. On a sale of shares by reason of forfeiture, the excess of proceeds realized over the amount due and unpaid on the shares shall be paid to the delinquent subscriber or to the legal representative of the subscriber.
Alaska Stat. § 10.25.370 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.370
Filing of articles, certificates, and affidavits.
Status: in_force

Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, when executed and acknowledged and accompanied by the affidavits required by this chapter, shall be presented to the commissioner for filing. Upon finding that the articles presented conform to the requirements of this chapter, the commissioner, upon payment of the fees provided in this chapter, shall file the articles in the records of the commissioner's office. Upon filing, the incorporation, amendment, consolidation, merger, conversion, or dissolution provided for is in effect. This section also applies to certificates of election to dissolve and affidavits executed under AS 10.25.320  10.25.360.
Alaska Stat. § 10.40.050 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.050
Amendment of articles and change of seal.
Status: in_force

A corporation formed under this chapter may alter or amend its articles of incorporation and change its seal. The amendment and change of seal shall be made by the corporation and executed by the person who executed the original articles of incorporation, or by a successor in office, and shall be filed and recorded in the same office and in the same manner as is provided for filing the original articles.
Alaska Stat. § 10.25.340 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.340
Notice to creditors and claimants.
Status: in_force

The board of directors shall immediately have a notice of the dissolution proceedings mailed to each known creditor of and claimant against the cooperative and publish it once a week for two successive weeks in a newspaper of general circulation in the city or borough in which the principal office of the cooperative is located.
Alaska Stat. § 10.06.305 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.305
Issuance of and requirements for shares.
Status: in_force

(a) Subject to the provisions of this chapter, a corporation may issue one or more classes or series of shares or both, with full, limited, or no voting rights and with other rights, preferences, privileges, and restrictions as are stated or authorized in its articles of incorporation. A denial or limitation of voting rights is not effective unless at the time one or more classes or series of outstanding shares or debt securities, singly or in the aggregate, are entitled to full voting rights. A denial or limitation of dividend or liquidation rights is not effective unless at the time one or more classes or series of outstanding shares, singly or in the aggregate, are entitled to unlimited dividend or liquidation rights.

(b) All shares of a class shall have the same voting, conversion, and redemption rights and other rights, preferences, privileges, and restrictions, unless the class is divided into series. If a class is divided into series, all the shares of a series shall have the same voting, conversion, and redemption rights and other rights, preferences, privileges, and restrictions.
Alaska Stat. § 10.50.345 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.345
Right to distribution.
Status: in_force

When a member of a limited liability company is entitled to receive a distribution from the company, the member is a creditor of the company with respect to the distribution, and is entitled to all remedies available to a creditor of the company.
Alaska Stat. § 10.13.580 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.580
Records kept by others.
Status: in_force

(a) If a person other than a licensee makes or keeps all or part of the books, accounts, or other records of the licensee, this chapter applies to the person with respect to the books, accounts, and other records to the same extent as if the person were the licensee.

(b) If a person other than an affiliate or subsidiary of a licensee makes or keeps all or part of the books, accounts, or other records of the affiliate or subsidiary, this chapter applies to the person with respect to the books, accounts, and other records to the same extent as if the person were the affiliate or subsidiary.

(c) If the department considers it expedient, the department may require a licensee to obtain the approval of the department before permitting another person to make or keep all or part of the books, accounts, or other records of the licensee.
Alaska Stat. § 10.50.145 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.145
Loans to managers, managing members, and employees.
Status: in_force

(a) A loan may not be extended by a limited liability company to an employee without authorization by the company's managers or managing members. A loan may not be extended to a manager or a managing member of a limited liability company without the approval of two-thirds of the company's members. An employee who is also a manager or managing member is considered a manager or managing member for purposes of this section. A member is not disqualified from voting on a loan to a member as a manager or managing member because of personal interest.

(b) A loan to a manager, managing member, or employee and a loan secured by the limited liability company interests of the company may not be made unless the loan would be permissible as a distribution under AS 10.50.290  10.50.345. A loan under this subsection impairs the retained earnings or paid-in capital accounts to the extent of the loan.

(c) For purposes of this section, a loan may consist of cash, securities, or personal or real property.

(d) If a limited liability company acts as a guarantor on a loan to a manager, managing member, or employee, the guarantee is treated as a loan under this section.

(e) A manager, managing member, or employee of an affiliated limited liability company is a manager, managing member, or employee of the lending company for purposes of this section.

(f) A loan is to be judged by the duties of managers and managing members to act in good faith in a manner reasonably believed to be in the best interests of the company and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances.
Alaska Stat. § 10.06.504 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.504
Procedure to amend articles of incorporation; application to certain elections.
Status: in_force

(a) A corporation shall amend its articles of incorporation in the following manner: (1) if shares have not been issued, the board shall adopt a resolution setting out the proposed amendment or amendments;

(2) subject to AS 10.06.506 , if shares have been issued, an amendment shall be approved by the board and the outstanding shares; approval may be initiated by the shareholders either before or after consideration by the board; if the board adopts a resolution setting out a proposed amendment, the board shall direct that the amendment be submitted to a vote at a meeting of shareholders that may be either the annual or a special meeting; if approval of the outstanding shares is obtained before action by the board, the board shall consider and either approve or reject the amendment at the next regular or special meeting;

(3) unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more of the following amendments to the articles of incorporation without shareholder action: (A) to delete the names and addresses of the initial directors;

(B) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the commissioner; or

(C) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding.

(b) A proposed amendment may be contained in restated articles of incorporation that contain (1) a statement that except for the designated amendment the restated articles correctly set out without change the provisions of the articles being amended; and

(2) a statement that the restated articles together with the designated amendment supersede the original articles and all amendments to the original articles.

(c) Written notice setting out the proposed amendment or amendments or a summary of the changes to be made shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders. If the amendment is to be considered at an annual meeting, the proposed amendment or summary may be included in the notice of the annual meeting.

(d) The requirement of an affirmative vote of at least two-thirds of the shares entitled to vote for the adoption of an amendment to the articles of incorporation as provided in former AS 10.05.276 shall remain in force for corporations existing before July 1, 1989. This subsection does not apply to a corporation organized under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act).

(e) Notwithstanding (d) of this section, an election to be governed by the voting provisions of AS 10.06.504  10.06.506, may be made in the same manner as an amendment to the articles of incorporation is made under those sections. An election under this subsection requires the affirmative vote of at least two-thirds of the shares entitled to vote under former AS 10.05.276 (3).
Alaska Stat. § 10.50.730 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.730
Actions against companies.
Status: in_force

A court action may be brought by or against a limited liability company. The court action may be brought in the name of the company.
Alaska Stat. § 10.15.480 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.480
Revocation of voluntary dissolution proceedings by act of cooperative.
Status: in_force

A cooperative, at any time prior to the issuance of a certificate of dissolution by the department, may revoke a voluntary dissolution proceeding by adoption of a resolution of revocation in the same manner and by the same vote of members and shareholders required by this chapter for adoption of a resolution to dissolve.
Alaska Stat. § 10.40.120 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.120
Succession to property on death, resignation, or removal of person not incorporated as corporation sole.
Status: in_force

Upon the death, resignation, or removal of an archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or member of the clergy, who at the time of death, resignation, or removal was holding the title to trust property for the use or benefit of a church or religious society and not incorporated under this chapter as a corporation sole, the title to all property held by that person does not revert to the donor nor pass to the heirs of the deceased person, but is in abeyance until a successor is appointed to fill the vacancy. Upon the appointment of the successor the title of all the property held by the predecessor immediately vests in the person appointed to fill the vacancy.
Alaska Stat. § 10.20.370 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.370
Liquidation on application by corporation.
Status: in_force

Upon application by a corporation that has filed a statement of intent to dissolve, as provided in this chapter, to have its liquidation continued under the supervision of the court, the superior court may liquidate the assets and affairs of the corporation.
Alaska Stat. § 10.06.514 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.514
Effective date and effect of amendment.
Status: in_force

(a) An amendment is effective upon the issuance of a certificate of amendment 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 articles of amendment.

(b) An amendment may not affect an existing cause of action in favor of or against the corporation, or a pending suit to which the corporation is a party, or the existing rights of persons other than shareholders. If the corporate name is changed by amendment, a suit brought by or against the corporation under its former name does not abate.
Alaska Stat. § 10.20.007 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.007
Corporations organized under Alaska Native Claims Settlement Act.
Status: in_force

A village corporation organized under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act) may be incorporated under and subject to this chapter except the name of the corporation may not contain the word village or otherwise imply that the corporation is a municipal corporation; however, the name of a village may be used in the corporate name.
Alaska Stat. § 10.50.255 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.255
Admissions and representations by members and managers.
Status: in_force

(a) Except as provided in (b) of this section, an admission or representation made by a member of a limited liability company about the affairs of the company is evidence against the company if the admission or representation is within the scope of the member's authority under this chapter.

(b) If a limited liability company is managed by a manager, an admission or representation made by a (1) manager about the affairs of the company is evidence against the company if the admission or representation is within the scope of the manager's authority under this chapter; and

(2) member, acting solely in the capacity of a member, is not evidence against the company.
Alaska Stat. § 10.25.810 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.810
Purpose.
Status: in_force

Cooperative, nonprofit, membership corporations may be organized under this chapter for the purpose of supplying electric energy or telephone or related telecommunications service and promoting and extending the use of these services.
Alaska Stat. § 10.20.206 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.206
Contents of restated articles of incorporation.
Status: in_force

The restated articles of incorporation must set out (1) the name of the corporation;

(2) the period of its duration;

(3) the purpose or purposes which the corporation is authorized to pursue;

(4) other provisions, not inconsistent with law, which are set out in the articles of incorporation as amended, except that it is not necessary to set out in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors or its incorporators;

(5) a statement that the restated articles of incorporation correctly set out the provisions of the articles of incorporation as amended, and that they have been adopted as required by law and that they supersede the original articles of incorporation and all amendments.
Alaska Stat. § 10.13.210 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.210
Financing assistance allowed.
Status: in_force

The financing assistance that a licensee may provide includes (1) loans;

(2) purchase of debt instruments;

(3) straight equity investments including the purchase of common stock or preferred stock;

(4) debt with equity features including warrants to purchase stock, convertible debentures, or receipt of a percent of net income or sales;

(5) royalty-based financing;

(6) debt guarantees;

(7) property leasing.
Alaska Stat. § 10.13.250 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.250
Holding control of another business generally.
Status: in_force

A licensee may not hold control of another business, except as provided under AS 10.13.260  10.13.280. In this section, licensee includes the licensee in concert with a director, officer, controlling person, or affiliate of the licensee.
Alaska Stat. § 10.20.580 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.580
Effect of certificate of withdrawal.
Status: in_force

Upon the issuance of the certificate of withdrawal, the authority of the corporation to transact business in the state ceases.
Alaska Stat. § 10.06.455 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.455
Classification of directors.
Status: in_force

(a) If the board consists of three or more members, the articles of incorporation may provide that instead of electing all the directors annually the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, with the term of office of directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after the classification the number of directors equal to the number of the class whose term expires at the time of the meeting shall be elected to hold office until the second succeeding annual meeting if there are two classes, or until the third succeeding annual meeting if there are three classes. A classification of directors is not effective before the first annual meeting of shareholders.

(b) Unless cumulative voting rights under AS 10.06.420 (d) have been eliminated by the articles of incorporation, an amendment of the articles that would establish or require classification of the board under (a) of this section may not be adopted if the votes cast against the amendment would be sufficient to elect a director if voted cumulatively at an election of the entire board.
Alaska Stat. § 10.55.501 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.501
Domestication authorized.
Status: in_force

(a) Except as otherwise provided in this section, by complying with AS 10.55.501  10.55.506, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.

(b) Except as otherwise provided in this section, by complying with the provisions of AS 10.55.501  10.55.506 applicable to foreign entities, a foreign entity may become a domestic entity of the same type in this state if the domestication 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 a domestication, the provision applies to a domestication of the entity as if the domestication were a merger.
Alaska Stat. § 10.13.630 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.630
Financing assistance to associates of licensee.
Status: in_force

A licensee may not directly or indirectly provide financing assistance to an associate of the licensee.
Alaska Stat. § 10.06.343 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.343
Share rights and options.
Status: in_force

Subject to a provision in its articles, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders of the rights or options to purchase from the corporation shares of any class or classes. These rights or options shall be evidenced in the manner the board approves and, subject to the provisions of the articles, must set out the terms upon which, the time within which, and the price at which the shares may be purchased from the corporation upon the exercise of the right or option. If the rights or options are to be issued to directors, officers, or employees of the corporation or of a subsidiary of the corporation and not to the shareholders generally, their issuance shall be authorized by the approval of the outstanding shares or must be consistent with a plan so approved or ratified. In the absence of fraud in the transaction, the judgment of the board as to the adequacy of the consideration received for the rights or options is conclusive.
Alaska Stat. § 10.55.201 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.201
Merger authorized.
Status: in_force

(a) Except as otherwise provided in AS 10.55.201  10.55.206, by complying with AS 10.55.201  10.55.206, (1) one or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and

(2) two or more foreign entities may merge into a domestic entity.

(b) Except as otherwise provided in this section, by complying with the provisions of AS 10.55.201  10.55.206 applicable to foreign entities, a foreign entity may be a party to a merger under AS 10.55.201  10.55.206 or may be the surviving entity in a merger if the merger is authorized by the law of the foreign entity's jurisdiction of organization.

(c) The provisions of AS 10.55.201  10.55.206 do not apply to (1) a merger or consolidation under (A) AS 10.06.530  10.06.562 or 10.06.960 (Alaska Corporations Code); or

(B) AS 10.50.500  10.50.565 (Alaska Revised Limited Liability Company Act); or

(2) a merger under (A) AS 10.20.216  10.20.280 (Alaska Nonprofit Corporation Act); or

(B) AS 32.06.905  32.06.907 (Uniform Partnership Act).
Alaska Stat. § 10.06.788 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.788
Effect of certificate of withdrawal.
Status: in_force

Upon the issuance of a certificate of withdrawal, the authority of a corporation to transact business in this state ceases.
Alaska Stat. § 10.20.530 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.530
Service on commissioner.
Status: in_force

When a foreign corporation authorized to transact business in the state, or not authorized to transact business in the state but doing so, fails to appoint or maintain a registered agent in the state, or when a registered agent cannot with reasonable diligence be found at the registered office, or when the certificate of authority of a foreign corporation is suspended or revoked, the commissioner is an agent upon whom process, notice, or demand may be served. Service on the commissioner shall be made by delivering to and leaving with the commissioner, or the commissioner's designee, duplicate copies of the process, notice, or demand, accompanied by a fee established by the department by regulation. The commissioner shall immediately have one copy forwarded by registered or certified mail, addressed to the corporation at its principal office in the state or country under whose laws it is incorporated. Service on the commissioner is returnable in not less than 30 days.
Alaska Stat. § 10.10.120 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.120
Directors and officers; annual and special meetings.
Status: in_force

(a) The business and affairs of the corporation shall be conducted by a board of directors, a president, a vice president, a secretary, a treasurer, and other officers and agents the corporation by its bylaws may authorize. The board of directors shall consist of a number not less than seven nor more than 21, determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except those that are conferred by law or by the bylaws of the corporation upon the stockholders or members and shall choose and appoint all the agents and officers of the corporation and fill all vacancies except on the board of directors. The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, which shall be held during the month of January or, if no annual meeting can be held in the year of incorporation, then within 90 days after the approval of the articles of incorporation at a special meeting. At each annual meeting, or at each special meeting held as provided in this section, the members of the corporation shall elect two-thirds of the board of directors, and the stockholders shall elect the remaining directors. The directors hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after the election and until their successors are elected and qualified unless sooner removed in accordance with the bylaws. A vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and a vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.

(b) Directors and officers are not responsible for losses unless they are occasioned by the wilful misconduct of the directors and officers.
Alaska Stat. § 10.15.325 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.325
Form of biennial report; delinquent reports.
Status: in_force

The biennial report shall be made on forms furnished by the department. The information contained in the biennial report shall be given as of June 30 of the reporting year. The biennial report is delinquent if not filed before August 1 of each odd or even year as provided in this section. A corporation that is delinquent is subject to involuntary dissolution under AS 10.15.505 .
Alaska Stat. § 10.06.225 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.225
Power of incorporators before directors' election.
Status: in_force

If initial directors have not been named in the articles of incorporation, the incorporator or incorporators may do whatever is necessary and proper to perfect the organization of the corporation until the directors are elected, including the adoption and amendment of bylaws of the corporation and the election of directors.
Alaska Stat. § 10.15.410 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.410
Adoption of plan of merger or consolidation.
Status: in_force

The board of each cooperative, upon approving the plan of merger or plan of consolidation, shall by resolution direct that the plan be submitted to a vote at a meeting of members and shareholders, or if there are no shareholders at an annual or a special meeting of members. Written notice shall be given to each member and each shareholder in the manner provided in this chapter for meetings of members, and adoption of the plan shall be by affirmative vote of a majority of the member votes cast and affirmative vote of a majority of shareholder votes entitled to be cast.
Alaska Stat. § 10.50.090 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.090
Conclusive evidence of compliance.
Status: in_force

A copy of the articles of organization that is stamped filed and marked with the filing date is conclusive evidence that the organizers of the limited liability company have complied with all conditions precedent required to be performed by the organizers and that the company has been organized under this chapter.
Alaska Stat. § 10.25.090 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.090
Meetings of members and district delegates.
Status: in_force

(a) An annual meeting of the members of a cooperative shall be conducted as provided in the bylaws of the cooperative. An annual meeting of the members of a cooperative that has been divided into districts as provided for in AS 10.25.190 may consist of separate annual meetings of the members of each district. Unless prohibited by the articles or bylaws of the cooperative, the members of a cooperative may conduct an annual meeting by teleconference or another means of communication that ensures all members participating can hear each other during the meeting.

(b) Special meetings of the members or district delegates may be called by a majority of the board of directors or by not less than 10 percent of all members or 10 percent of all district delegates. A special meeting of the members of a cooperative that has been divided into districts as provided for in AS 10.25.190 may consist of separate special meetings of the members of each district.

(c) An annual meeting of district delegates of a cooperative shall be conducted as provided in the bylaws of the cooperative.
Alaska Stat. § 10.06.010 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.010
General powers.
Status: in_force

Subject to the limitations in its articles of incorporation, the provisions of this chapter and other applicable law, a corporation has all the powers of a natural person in carrying out its business activities, including, without limitation, the power to (1) have perpetual succession by its corporate name;

(2) sue and be sued in its corporate name;

(3) adopt a corporate seal and alter it, and use it by having it or a facsimile of it impressed, affixed, or reproduced;

(4) buy, take, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in, real or personal property or an interest in the property, wherever situated;

(5) sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or a part of its property and assets;

(6) lend money, if properly approved, to its employees, officers, and directors, and otherwise assist its employees, officers, and directors;

(7) buy, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or an instrumentality of these;

(8) make contracts and guarantees, incur liabilities, borrow money at the rates of interest the corporation determines, issue notes, bonds, and other obligations, and secure its obligations by mortgage or pledge of all or any of its property, franchise and income;

(9) lend money for its corporate purposes, invest and reinvest its money, and take and hold real and personal property as security for the payment of money loaned or invested;

(10) conduct business, carry on operations, and have offices and exercise the powers granted by this chapter in a state, territory, district, or possession of the United States, or in a foreign country;

(11) elect or appoint officers and agents of the corporation and define their duties and fix their compensation;

(12) make and alter bylaws not inconsistent with its articles of incorporation or with state law, for the administration and regulation of the affairs of the corporation;

(13) donate for the public welfare or for charitable, scientific or educational purposes, and in time of war donate in aid of war activities;

(14) transact lawful business in time of war in aid of the United States in the prosecution of the war;

(15) pay pensions and establish pension plans, pension trusts, profit-sharing plans, stock bonus plans, stock option plans and other incentive plans for its directors, officers, and employees;

(16) cease its corporate activities and surrender its corporate franchise;

(17) have and exercise the powers of a limited or general partner or a joint venturer in association with one or more persons, corporations, partnerships, or associations;

(18) have and exercise all powers necessary or convenient to carry out the purposes for which the corporation is organized.
Alaska Stat. § 10.25.555 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.555
Amount of electric cooperative tax.
Status: in_force

(a) The electric cooperative tax shall be computed as follows: (1) one-fourth mill per kilowatt hour for cooperatives that have furnished electric energy and power to consumers for less than five years as of December 31 of the preceding calendar year;

(2) one-half mill per kilowatt hour for cooperatives that have furnished electric energy and power to consumers for five years or longer as of December 31 of the preceding calendar year.

(b) In this section, mill means one-tenth of one cent.
Alaska Stat. § 10.50.180 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.180
Rights of assignor when assignee becomes a member.
Status: in_force

Unless otherwise provided in an operating agreement of the company, when an assignee of a member's limited liability company interest becomes a member of the company with respect to the assignor's entire interest, the assignor ceases to be a member or to have the power to exercise the rights of a member.
Alaska Stat. § 10.50.385 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.385
Rights of estate or legal representative of deceased or incompetent member.
Status: in_force

If a member who is an individual dies or if a court of competent jurisdiction determines the member to be incompetent to manage the member's person or property, the member's executor, administrator, guardian, conservator, or other legal representative has the rights of an assignee of the member's interest, if the member's interest has not been terminated.
Alaska Stat. § 10.20.071 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.071
Voting; quorum.
Status: in_force

(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on each matter submitted to a vote of members.

(b) A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by remote communication, by proxy executed in writing by the member or by the attorney-in-fact for the member, or by proxy executed by electronic transmission by the member or by the authorized attorney-in-fact of the member. A proxy is not valid after 11 months from the date of its execution, unless otherwise provided in the proxy. If directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail.

(c) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate the member's vote and to give one candidate a number of votes equal to the member's vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of the candidates.

(d) If a corporation has no members or its members have no right to vote, the directors shall have sole voting power.

(e) The articles of incorporation or the bylaws may provide the number or percentage of members entitled to vote represented in person, by remote communication, or by proxy, or the number or percentage of votes represented in person, by remote communication, or by proxy, which constitute a quorum at a meeting of members. In the absence of any such provision, members holding one- tenth of the votes entitled to be cast on the matter to be voted on represented in person, by remote communication, or by proxy constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted on by the members present or represented by proxy at a meeting at which the quorum is present is necessary for adoption unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws.

(f) A proxy executed by electronic transmission must (1) be directed to the person who will be the holder of the proxy or to a proxy solicitation person, including a proxy support service organization or similar agent that is authorized by the person who will be the holder of the proxy to receive the transmission; and

(2) include information that demonstrates that the stockholder authorized the transmission.

(g) In this section, electronic transmission has the meaning given in AS 10.06.990 .
Alaska Stat. § 10.50.043 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.043
Exclusive right to use of name; use of nondistinguishable name.
Status: in_force

Organization or registration under this chapter, or registration of a name under this chapter, gives the person who has organized or registered under this chapter, or registered a name under this chapter, exclusive right to the use of the name. The person may enjoin the use of a name that is not distinguishable from the name to which the person has the exclusive right and the person has a cause of action for damages against a person who uses a name that is not distinguishable from the name to which the person has the exclusive right.
Alaska Stat. § 10.13.930 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.930
Confidentiality.
Status: reserved

(a) The commissioner, deputies, and other employees of the department may not disclose information acquired by them in the discharge of their duties under this chapter except to the extent disclosure of the information is required by law, other than the public records provisions of AS 40.25.110  40.25.220, or is required by court order.

(b) Notwithstanding (a) of this section, the department may disclose information that is confidential under (a) of this section if the department determines that disclosure of the information is necessary to promote the public interest. This subsection does not authorize the disclosure of information acquired by the department in the course of an examination of a licensee.

(c) [Repealed, § 4 ch 26 SLA 2018.] (d) A BIDCO may provide to a current or prospective creditor or shareholder of the BIDCO a copy of an examination report on the BIDCO made by the department under this chapter.
Alaska Stat. § 10.10.050 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.050
Authorization of members.
Status: in_force

(a) Notwithstanding any rule at common law or provision of a general or special law or provision in their respective charters, agreements of association, articles of organization, or trust indentures, (1) a natural person, domestic corporation, foreign corporation authorized to transact business in the state, insurance company, or a financial institution which becomes a member of the corporation, may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of shares of the capital stock of the corporation or bonds, securities or other evidence of indebtedness created by the corporation; and while the owner of shares of capital stock of the corporation may exercise all the rights, powers and privileges of ownership, all without the approval of any regulatory authority of the state except as otherwise provided in this chapter; the amount of capital stock of the corporation which may be acquired by a member may not exceed 10 percent of the loan limit of the member;

(2) a financial institution may become a member of the corporation and make loans to the corporation as provided in this chapter.

(b) The amount of capital stock of the corporation which a member may acquire under the authority granted in this section is in addition to the amount of capital stock in corporations which the member may otherwise be authorized to acquire.
Alaska Stat. § 10.13.990 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.990
Definitions.
Status: in_force

In this chapter, (1) affiliate means, if used with respect to a nonnatural person, a person who controls the nonnatural person, who is controlled by the nonnatural person, or who is controlled by a person who also controls the nonnatural person;

(2) associate means, if used with respect to a licensee, (A) a controlling person, director, or officer of the licensee;

(B) a director, officer, or partner of a person referred to in (A) of this paragraph;

(C) a person who controls, is controlled by, or is under common control with a person referred to in (A) of this paragraph, directly or indirectly through an intermediary;

(D) a close relative of a person referred to in (A) of this paragraph; in this subparagraph, close relative means a parent, child, sibling, or spouse, or a relative of the same degree through marriage;

(E) a person of which a person referred to in (A)  (D) of this paragraph is a director or officer;

(F) a person in which a person referred to in (A)  (D) of this paragraph, or a combination of the persons acting in concert, owns or controls, directly or indirectly, a 20 percent or greater equity interest;

(3) BIDCO means a corporation that is licensed under this chapter to provide financial and management assistance to businesses;

(4) business means a person who transacts or proposes to transact business on a regular and continual basis;

(5) control means, if used with respect to a specific person, the power to direct or cause the direction of, directly or indirectly through an intermediary, the management and policies of the person, through the ownership of voting interests, by contract other than a commercial contract for goods or nonmanagement services, or by other means; a natural person is not considered to control another person solely because the natural person is a director, officer, or employee of the other person; a person is rebuttably presumed to control a corporation if the person directly or indirectly owns of record, holds beneficially with power to vote, or holds proxies with discretionary authority to vote, 20 percent or more of the then outstanding voting securities issued by a corporation;

(6) controlling person means, if used with respect to a specific person, a person who controls the specific person, directly or indirectly through an intermediary;

(7) corporate name means the name of a corporation in its articles of incorporation;

(8) department means the Department of Commerce, Community, and Economic Development;

(9) insolvent means not paying debts in the ordinary course of business, not paying debts as they become due, or liabilities exceeding assets;

(10) interests of the licensee includes the interests of the shareholders of the licensee;

(11) license means a license issued under this chapter;

(12) licensee means a corporation that is licensed under this chapter;

(13) officer means (A) with respect to a corporation, a person appointed or designated as an officer of the corporation by or under applicable law or the corporation's articles of incorporation or bylaws, or a person who performs with respect to the corporation the functions usually performed by an officer of a corporation;

(B) with respect to a specific person other than a natural person or a corporation, a person who performs for the specific person the functions usually performed by an officer of a corporation for a corporation;

(14) order means an approval, consent, authorization, exemption, denial, prohibition, or requirement applicable to a specific case and issued by the department, including a license condition and an agreement made by a person with the department under this chapter;

(15) person includes a government and an agency of a government; when used with respect to acquiring control of or controlling a specific person, person includes a combination of two or more persons acting in concert;

(16) principal shareholder means a person who owns, directly or indirectly, of record or beneficially, securities representing 10 percent or more of the outstanding voting securities of a corporation;

(17) subject person means (A) a controlling person, subsidiary, or affiliate of a licensee;

(B) a director, officer, or employee of a licensee or of a controlling person, subsidiary, or affiliate of a licensee;

(C) another person who participates in the conduct of the business of a licensee; or

(D) if used with respect to a licensee, a company or business of which the licensee holds control under AS 10.13.260  10.13.280.
Alaska Stat. § 10.50.650 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.650
Revocation of registration.
Status: in_force

(a) The registration of a foreign limited liability company authorizing the company to conduct affairs in this state may be revoked by the commissioner if (1) the company fails to file its biennial report within the time established by this chapter, or fails to pay fees or penalties established by this chapter when they are due and payable;

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

(3) the company 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; or

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

(b) The commissioner may not revoke the registration of a foreign limited liability company unless the (1) commissioner has given the company at least 60 days notice by certified mail addressed to its registered agent at its registered office; and

(2) company fails before revocation to file the report, pay the fees or penalties, file the required statement of change of registered agent or registered office, or correct the misrepresentation.

(c) Upon revoking a registration, the commissioner shall (1) issue a certificate of revocation in duplicate;

(2) file one of the certificates in the commissioner's office; and

(3) mail one of the certificates of revocation to the limited liability company at its registered office.

(d) Upon the issuance of the certificate of revocation, the authority of the limited liability company to conduct affairs in this state ceases.
Alaska Stat. § 10.06.165 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.165
Change of registered office or agent by corporation.
Status: in_force

(a) A corporation may change its registered office, agent, or both, by filing with the department a statement signed by the president or a vice-president including (1) the name of the corporation;

(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 resolution of its board of directors.

(b) If the commissioner finds that the statement complies with this chapter, the commissioner shall file it in the commissioner's office. The change becomes effective when the statement is filed.
Alaska Stat. § 10.15.400 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.400
Merger and consolidation.
Status: in_force

Two or more cooperatives may merge or consolidate pursuant to a plan of merger or consolidation adopted in the manner provided in AS 10.15.405  10.15.415.
Alaska Stat. § 10.20.111 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.111
Executive committee.
Status: in_force

If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws, or, in the absence of a bylaw fixing the number of directors, the number stated in the articles of incorporation, may designate two or more directors to constitute an executive committee, which, to the extent provided in the resolution or in the articles of incorporation or the bylaws of the corporation, may exercise the authority of the board of directors in the management of the corporation. The designation of the executive committee and the delegation of authority to it do not relieve the board of directors or any member of the board from responsibility imposed by law.
Alaska Stat. § 10.06.855 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.855
Payments to be made in advance.
Status: in_force

Fees and charges provided for in this chapter, including the biennial corporation tax, shall be paid in advance.
Alaska Stat. § 10.20.005 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.005
Purposes.
Status: in_force

Corporations may be organized under this chapter for any lawful purpose, including, but not limited to, one or more of the following: charitable; religious; benevolent; eleemosynary; educational; civic; cemetery; patriotic; political; social; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association purposes. Trade unions and other labor organizations may also be organized under this chapter, but cooperative corporations, electric and telephone cooperatives, and organizations subject to state insurance or banking laws may not be organized under this chapter.
Alaska Stat. § 10.06.338 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.338
Payment for shares.
Status: in_force

(a) Consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. Unless otherwise provided in the articles of incorporation, when payment of the consideration for shares is received by the corporation, the shares are considered fully paid and nonassessable.

(b) A promissory note or future service does not constitute payment or part payment for shares of a corporation.
Alaska Stat. § 10.06.554 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.554
Merger of subsidiary corporation.
Status: in_force

A corporation owning at least 90 percent of the outstanding shares of each class of another corporation may merge the other corporation into itself without approval by a vote of the shareholders of either corporation.
Alaska Stat. § 10.20.425 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.425
Filing of claims in liquidation proceedings.
Status: in_force

(a) In a proceeding to liquidate the assets and business of a corporation the court may require creditors of the corporation to file with the clerk of the court or with the receiver, in the form the court prescribes, proof under oath of their respective claims.

(b) If the court requires the filing of claims it shall fix a date, not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice to be given to creditors and claimants of the date fixed. Before the date fixed, the court may extend the time of the filing of claims.

(c) A creditor who fails to file proof of a claim on or before the date fixed may be barred by order of the court from participating in the distribution of the assets of the corporation.
Alaska Stat. § 10.06.385 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.385
Redemption of shares at the option of corporation; manner.
Status: in_force

(a) A corporation may redeem any or all shares that are redeemable at its option by (1) giving notice of redemption; and

(2) payment or deposit of the redemption price of the shares as provided in its articles of incorporation or deposit of the redemption price in accordance with (d) of this section.

(b) Subject to any provisions in its articles with respect to the notice required for redemption of shares, the corporation may give notice of the redemption of any or all shares subject to redemption by publishing a notice of redemption in a newspaper of general circulation in the judicial district in which the principal executive office of the corporation is located at least once a week for two successive weeks, beginning not earlier than 60 nor later than 20 days before the date fixed for redemption. The notice of redemption must set out the following: (1) the class or series of shares or part of any class or series of shares to be redeemed;

(2) the date fixed for redemption;

(3) the redemption price; and

(4) the place at which the shareholders may obtain payment of the redemption price upon surrender of their share certificates or uncertificated shares.

(c) If the corporation gives notice of redemption under (b) of this section, it shall also mail a copy of the notice of redemption to each holder of record of shares to be redeemed as of the date of mailing or record date fixed in accordance with AS 10.06.408 , addressed to the holder at the address of the holder appearing on the books of the corporation or given by the holder to the corporation for the purpose of notice not earlier than 60 nor later than 20 days before the date fixed for redemption. Failure to comply with this subsection does not invalidate the redemption of the shares.

(d) On or before the date fixed for redemption of redeemable shares, a corporation may deposit with a bank or trust company in this state as a trust fund a sum sufficient to redeem the shares called on the date fixed for redemption, with irrevocable instructions to the bank or trust company to publish a notice of redemption, or to complete the publication if begun, and to pay, on and after or before the date fixed for redemption, the redemption price of the shares to holders of the shares upon the surrender of their share certificates or uncertificated shares. From and after the date of the deposit with the bank or trust company, although before the date fixed for redemption, the shares called for redemption are redeemed and dividends on those shares cease to accrue after the date fixed for redemption. The deposit constitutes full payment of the shares to their holders and from and after the date of the deposit the shares are no longer outstanding and the holders of the shares cease to be shareholders with respect to the shares and have no rights with respect to the shares except the right to receive from the bank or trust company payment of the redemption price of the shares without interest upon surrender of the certificates for the shares or the uncertificated shares, and any right to convert the shares that may exist and continue for a period fixed by the terms of the shares.
Alaska Stat. § 10.13.080 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.080
Display of license.
Status: in_force

A licensee shall post the license in a conspicuous place in the licensee's principal office.
Alaska Stat. § 10.25.320 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.320
Dissolution of cooperative that has commenced business.
Status: in_force

(a) A cooperative that has commenced business may be dissolved in the manner set out in this section.

(b) The proposition to dissolve shall be submitted to the members of the cooperative. The notice must state the proposition.

(c) The proposition is approved by the affirmative vote of at least two-thirds of the members voting on the proposition if the number of members voting to approve it constitutes a majority of all members of the cooperative.

(d) Upon approval, a certificate of election to dissolve, hereafter designated the certificate, executed and acknowledged on behalf of the cooperative by its presiding officer under its seal, attested by the officer designated by the board, shall be submitted to the commissioner for filing together with an affidavit by the officer executing the certificate stating that the statements in the certificate are true. The certificate must state the name of the cooperative, the address of its principal office, and that the members of the cooperative have voted to dissolve the cooperative.
Alaska Stat. § 10.15.095 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.095
Dividends on capital stock.
Status: in_force

A cooperative organized with capital stock may pay the dividend upon capital stock authorized by its articles if its capital is not impaired and would not be impaired by the payment.
Alaska Stat. § 10.55.107 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.107
Reference to external facts.
Status: in_force

A plan may refer to facts ascertainable outside of the plan if the manner in which the facts will operate on the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
Alaska Stat. § 10.25.290 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.290
Conversion of existing corporation.
Status: in_force

(a) A corporation organized under the laws of the state and supplying or having the corporate power to supply electric energy or to furnish telephone or related telecommunications service may be converted into a cooperative by complying with the requirements of this section and thereupon becomes subject to this chapter as if originally organized under this chapter.

(b) The proposition for the conversion of the corporation into a cooperative and proposed articles of conversion shall be submitted to a meeting of the members or stockholders of the corporation, or in case of a corporation having no members or stockholders, to a meeting of the incorporators of the corporation. The notice of the meeting shall have attached to it a copy of the proposed articles of conversion.

(c) If the proposition for the conversion of the corporation into a cooperative and the proposed articles of conversion, with any amendments, are approved by the affirmative vote of not less than two-thirds of those members of the corporation voting on them or, if the corporation is a stock corporation, by the affirmative vote of the holders of not less than two-thirds of those shares of the capital stock of the corporation represented at the meeting and voting on them, or, in the case of a corporation having no members and no shares of its capital stock outstanding, by the affirmative vote of not less than two-thirds of its incorporators, articles of conversion in the form approved shall be executed and acknowledged on behalf of the corporation by its presiding officer and its seal shall be affixed and attested by the officer designated by the board.
Alaska Stat. § 10.06.526 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.526
Effective date and effect of amendment of articles in reorganization proceedings.
Status: in_force

An amendment becomes effective upon the issuance of a certificate of amendment in reorganization proceedings, and the articles are considered to be amended without action by the directors or shareholders of the corporation and with the same effect as if the amendments had been adopted by unanimous action of the directors and shareholders of the corporation.
Alaska Stat. § 10.06.738 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.738
Amended certificate of authority.
Status: in_force

(a) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority if it changes its corporate name, or desires to pursue in this state other or additional purposes than those set out in its earlier application for a certificate of authority.

(b) The requirements for the form and contents of an application for an amended certificate of authority, the manner of its execution, the filing of the original application and an exact copy of it with the commissioner, and the issuance and effect of an amended certificate of authority shall be the same as in the case of an original application for a certificate of authority.
Alaska Stat. § 10.20.410 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.410
Power of receiver to sue and defend.
Status: in_force

A receiver of a corporation appointed under this chapter may sue and defend in all courts in the receiver's own name as receiver of the corporation.
Alaska Stat. § 10.50.375 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.375
Assignment of interest in company.
Status: in_force

(a) A person may assign a limited liability company interest in whole or in part.

(b) The assignment of a limited liability company interest entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor is entitled.

(c) The assignment of a limited liability company interest does not dissolve the company or entitle the assignee to participate in the management and affairs of the company, to become a member, or to exercise the rights of a member. Unless the assignee of the interest becomes a member with respect to the interest, the assignor continues to be a member and may exercise the rights of a member, subject to the members' right to remove the assignor under AS 10.50.205 .

(d) Unless the assignee becomes a member, an assignee of a limited liability company interest is not liable as a member solely as a result of the assignment.

(e) The assignor of a limited liability company interest is not released, solely as a result of the assignment, from the assignor's liability as a member.

(f) An operating agreement may establish terms different from those in (a)  (e) of this section.

(g) Unless otherwise provided in an operating agreement of the company, the pledge of, or granting of a security interest, lien, or other encumbrance in or against, a part or all of a member's limited liability company interest is not an assignment under this section and does not terminate the membership or the rights and powers of the member.
Alaska Stat. § 10.15.475 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.475
Procedure after filing of statement of intent to dissolve.
Status: in_force

After the filing by the department of a statement of intent to dissolve (1) the cooperative shall proceed to collect its assets, convey and dispose of the property not to be distributed in kind to its members or shareholders, pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets, either in cash or in kind, among the persons entitled to them by law, the articles and the bylaws;

(2) the cooperative, at any time during the liquidation of its business and affairs, may apply to a court within the state and judicial district in which the registered office or principal place of business of the cooperative is situated to have the liquidation continued under the supervision of the court as provided in this chapter;

(3) any cooperative which has filed a statement of intent to dissolve that does not, within two years from the date of filing, carry the dissolution to a conclusion shall be involuntarily dissolved as provided in AS 10.06 (Alaska Corporations Code).
Alaska Stat. § 10.13.450 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.450
Sale.
Status: in_force

A licensee may not sell all or substantially all of the licensee's business or of the business of an office of the licensee to another person unless the purchaser is a licensee and the sale is approved by the department.
Alaska Stat. § 10.15.115 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.115
Missing certificates or ownership records.
Status: in_force

(a) When a certificate for a security issued by a cooperative is missing, the cooperative shall issue a duplicate certificate upon the request of the owner and upon the furnishing of the indemnity required by the cooperative.

(b) When records showing ownership of securities are missing or if records upon which the apportionment of securities is based are missing, and in either case if the information which is missing is necessary to a proposed redemption of the securities, the cooperative may give notice and redeem the securities as follows: (1) the cooperative shall set aside an amount equal to the value of the securities to be redeemed;

(2) the cooperative shall give notice of the redemption to all owners of securities of whom the cooperative has knowledge;

(3) if the ownership of any securities is unknown to the cooperative, it shall publish notice of the redemption at least once a month for four months in a newspaper of general circulation in the judicial district in which the registered office of the cooperative is located;

(4) after publication, unclaimed outstanding securities represented by the missing records may be terminated in accordance with the provisions of this chapter dealing with unclaimed distributions, redemptions or proceeds.
Alaska Stat. § 10.10.010 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.010
Incorporation.
Status: in_force

Three or more persons, who are residents of this state, who desire to create an industrial development corporation under this chapter for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the state and, to that end, to exercise the powers and privileges provided in this chapter, may be incorporated by filing articles of incorporation in the office of the commissioner as provided in this chapter.
Alaska Stat. § 10.20.056 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.056
Bylaws.
Status: reserved

The board of directors shall adopt the initial bylaws of a corporation. The power to adopt, alter, amend or repeal bylaws is vested in the board of directors unless it is reserved to the members by the articles of incorporation. The bylaws may contain provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.
Alaska Stat. § 10.06.345 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.345
Expenses of organization, reorganization, and financing.
Status: in_force

The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by the corporation out of the consideration received by the corporation in payment for its shares without rendering the shares not fully paid or assessable.
Alaska Stat. § 10.06.175 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.175
Service on corporation.
Status: in_force

(a) The registered agent of a corporation is an agent upon whom process, notice, or demand required or permitted by law to be served upon the corporation may be served.

(b) If a corporation fails to appoint or maintain a registered agent in this state, or if its registered agent cannot, with reasonable diligence, be found at the registered office, the commissioner is an agent of the corporation upon whom the process, notice, or demand may be served. A person may serve the commissioner under this subsection by (1) serving on the commissioner or the designee of the commissioner a copy of the process, notice, or demand, with any papers required by law to be delivered in connection with the service, and a fee established by the department by regulation;

(2) sending to the corporation being served by certified mail a notice that service has been made on the commissioner under this subsection and a copy of the process, notice, or demand and accompanying papers; notice to the corporation shall be sent to (A) the address of the last registered office of the corporation as shown by the records on file in the office of the commissioner; and

(B) the address, the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice; and

(3) filing with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings that this section has been complied with.

(c) The commissioner shall keep a record of processes, notices, and demands served upon the commissioner under this section.

(d) This section does not affect the right to serve process, notice, or demand required or permitted by law to be served upon a corporation in any other manner permitted.

Article 3. Formation of Corporations.
Alaska Stat. § 10.06.628 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.628
Involuntary dissolution by verified complaint; filing; intervention by shareholder or creditor.
Status: in_force

(a) A verified complaint for involuntary dissolution of a corporation on any of the grounds specified in (b) of this section may be filed in the superior court by the following persons: (1) one-half or more of the directors in office;

(2) a shareholder or shareholders who hold shares representing not less than 331/3 percent of the total number of outstanding shares, assuming conversion of preferred shares convertible into common shares, or of the outstanding common shares, or of the equity of the corporation, exclusive of shares owned by persons who have personally participated in any of the transactions enumerated in (b)(4) of this section;

(3) a shareholder if the ground for dissolution is that the period for which the corporation was formed has terminated without extension; or

(4) another person expressly authorized to do so in the articles.

(b) The grounds for involuntary dissolution are: (1) the corporation has abandoned its business for more than one year;

(2) the corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its business can no longer be conducted to advantage or so that there is danger that its property and business will be impaired or lost, and the holders of the voting shares of the corporation are so divided into factions that they cannot elect a board consisting of an uneven number;

(3) there is internal dissension and two or more factions of shareholders in the corporation are so deadlocked that its business can no longer be conducted with advantage to its shareholders, or the shareholders have failed at two consecutive annual meetings at which all voting power was exercised to elect successors to directors whose terms have expired or would have expired upon election of their successors;

(4) those in control of the corporation have been guilty of or have knowingly countenanced persistent and pervasive fraud, mismanagement or abuse of authority or persistent unfairness toward shareholders, or the property of the corporation is being misapplied or wasted by its directors or officers;

(5) in the case of any corporation with 35 or fewer shareholders of record, liquidation is reasonably necessary for the protection of the rights or interests of the complaining shareholder or shareholders; or

(6) the period for which the corporation was formed has terminated without extension.

(c) Before the trial of the action a shareholder or creditor of the corporation may intervene.

(d) For purposes of this section, shareholder includes a beneficial owner of shares who has entered into an agreement under AS 10.06.425 (a).
Alaska Stat. § 10.10.080 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.080
Duration of membership.
Status: in_force

Membership in the corporation is for the duration of the corporation, but upon written notice given to the corporation five years in advance, a member may withdraw from membership in the corporation at the expiration date of the notice.
Alaska Stat. § 10.20.445 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.445
Deposit with commissioner of amount due creditors or members.
Status: in_force

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to a creditor or member who is unknown or cannot be found, or who is under disability and there is no legally competent person to receive the distributive portion, shall be reduced to cash and deposited with the commissioner and shall be paid over to the creditor or member or the legal representative of the creditor or member upon proof satisfactory to the commissioner of a right to it.
Alaska Stat. § 10.15.500 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.500
Filing articles of dissolution and issuance of certificate of dissolution.
Status: in_force

(a) Duplicate originals of the articles of dissolution shall be filed and a certificate of dissolution shall be issued as provided in AS 10.06 (Alaska Corporations Code).

(b) The certificate of dissolution together with the duplicate original of the articles of dissolution affixed to it by the department shall be returned to the representative of the dissolved cooperative. Upon the issuance of the certificate of dissolution the existence of the cooperative ceases, except for the purpose of suits, other proceedings and appropriate corporate action by members, shareholders, directors and officers as provided in this chapter.
Alaska Stat. § 10.13.560 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.560
Fee payment and refunds.
Status: in_force

A fee for filing an application with the department shall be paid at the time the application is filed with the department and is not refundable.
Alaska Stat. § 10.50.420 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.420
Agency power of manager or member after dissolution.
Status: in_force

(a) Except as provided in (b)  (d) of this section, after dissolution of a limited liability company, a member having authority to wind up the company's affairs can bind the company by an act that (1) is appropriate for winding up the company's affairs or completing transactions unfinished at dissolution; or

(2) would have bound the company if the company had not been dissolved, if the other party to the transaction does not have notice of the dissolution; in this paragraph, filing the articles of dissolution is presumed to constitute notice of the dissolution.

(b) A member's act that is not binding on the limited liability company under (a) of this section binds the company if the act is otherwise authorized by the company.

(c) A member's act that violates a restriction on the member's authority does not bind the member's limited liability company with regard to a person who knows about the restriction, even if the member's act would otherwise be binding under (a) of this section or is otherwise authorized.

(d) If the company is managed by a manager, a member does not have the authority to bind the company if the member is acting solely in the capacity of a member, and a manager of the company can bind the company by an act that (1) is appropriate for winding up the company's affairs or completing transactions unfinished at dissolution; or

(2) would have bound the company if the company had not been dissolved if the other party to the transaction does not have notice of the dissolution; in this paragraph, filing the articles of dissolution is presumed to constitute notice of the dissolution.
Alaska Stat. § 10.15.310 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.310
Abandonment of sale or other disposition.
Status: in_force

After authorization by votes of members and shareholders, the board may abandon the sale, lease, exchange or other disposition of all or substantially all assets subject to the rights of third parties under a contract relating thereto, without further action or approval by members or shareholders.
Alaska Stat. § 10.40.145 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.145
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 religious corporations.
Alaska Stat. § 10.20.475 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.475
Change of name by foreign corporation.
Status: in_force

When a foreign corporation authorized to transact business in the state changes its name to one under which a certificate of authority would not be granted to it, the certificate of authority of the corporation is suspended and it may not transact business in the state until it has changed its name to a name available to it under the laws of the state.
Alaska Stat. § 10.50.700 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.700
Civil penalty.
Status: in_force

(a) A foreign limited liability company that conducts affairs in this state without registration is subject to a civil penalty payable to the state not to exceed $10,000 for each calendar year, including a partial year, the company conducts affairs in this state without being registered under this chapter.

(b) The civil penalty imposed in (a) of this section may be recovered in an action brought in the superior court by the attorney general.
Alaska Stat. § 10.06.308 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.308
Issuance of preferred or special classes of shares.
Status: in_force

If authorized by the articles of incorporation, a corporation may issue preferred or special classes of shares (1) subject to redemption as provided under AS 10.06.325 ;

(2) entitling the holders to cumulative, noncumulative, or partially cumulative dividends;

(3) having preferences over another class or classes of shares for the payment of dividends;

(4) having preference in the assets of the corporation over another class of shares upon the voluntary or involuntary liquidation of the corporation;

(5) convertible into shares of another class or into shares of a series of the same or another class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation.
Alaska Stat. § 10.50.765 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.765
Filing interim notice of change of managers or managing members.
Status: in_force

(a) In the event of a change of the manager of a limited liability company or of a foreign limited liability company registered under this chapter, or of a member of the company, if the members manage the company, during the first year of the biennial reporting period, the company shall file a notice of change amending the biennial report of the company before the following January 2.

(b) The notice shall be filed with the department and shall state the name and current mailing address of the manager or member not included in the company's last filed biennial report, and the name of the person replaced and the office held.

Article 16. Miscellaneous Provisions.
Alaska Stat. § 10.06.363 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.363
Prohibited distribution on junior shares; liquidation preference.
Status: in_force

A corporation or subsidiary of a corporation may not make a distribution to the corporation's shareholders on any shares of its stock of a class or series that are junior to outstanding shares of another class or series with respect to distribution of assets on liquidation if, after giving effect to the distribution, the excess of its assets, exclusive of goodwill, capitalized research and development expenses, evidences of debts owing from directors or officers or secured by the corporation's own shares, and deferred charges, over its liabilities, not including deferred taxes, deferred income and other deferred credits, would be less than the liquidation preference of all shares having a preference on liquidation over the class or series to which the distribution is made.
Alaska Stat. § 10.13.995 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.995
Short title.
Status: in_force

This chapter may be cited as the Alaska BIDCO Act.
Alaska Stat. § 10.55.503 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.503
Approval of domestication.
Status: in_force

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

(B) if the domestic domesticating entity's organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its 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 domestication 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 domestication were that type of merger; or

(C) if neither the domestic domesticating entity's organic law nor organic rules provide for approval of a domestication 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 domesticating entity that will have interest-holder liability for liabilities that arise after the domestication 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 in a record provide for the approval of a domestication or 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) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of organization.
Alaska Stat. § 10.06.320 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.320
Filing of statement before issuance of class or series.
Status: in_force

(a) Before the issuance of shares of a class the rights, preferences, privileges, and restrictions of which have been fixed by resolution of the board, or before the issuance of shares of a series established by resolution of the board, the corporation shall file with the commissioner a statement, and an exact copy of the statement, signed by the president or vice-president and the secretary or assistant secretary, setting out (1) the name of the corporation;

(2) a copy of the resolution determining the rights, preferences, privileges, and restrictions of the wholly unissued class, or of the resolution establishing and designating a series, and fixing and determining the relative rights and preferences of the series;

(3) the date of the adoption of the resolution;

(4) that the resolution was adopted by the board.

(b) The commissioner shall process the statement in accordance with AS 10.06.910 .
Alaska Stat. § 10.50.850 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.850
Filing and other fees.
Status: in_force

The department shall charge fees established by the department by regulation adopted under AS 44.62 (Administrative Procedure Act) for (1) filing the original articles of organization;

(2) filing an amendment of registration;

(3) filing articles of merger or consolidation;

(4) filing articles of dissolution;

(5) issuing a document not otherwise covered by this section;

(6) furnishing a copy of a document;

(7) accepting an application for reservation of a name, or filing a notice of the transfer or cancellation of a name reservation;

(8) filing a statement of change of address for a registered office or registered agent;

(9) accepting service of a notice, demand, or process upon the department;

(10) filing the application for registration of a foreign limited liability company;

(11) registering a name, reserving a name, or renewing a name registration under this chapter; or

(12) filing another document allowed or required under this chapter.
Alaska Stat. § 10.35.050 — AK Code / Title 10 / Chapter 10.35 / Section 10.35.050
Procedure for registration of name.
Status: in_force

Registration of a business name is made by filing with the commissioner an application for registration. The application must be executed by an owner of the business and must contain the owner's name and address, the name and addresses of the business, the name and address of each person having an interest in the business, a statement that the owner is doing business, and a brief statement of the nature of the business.
Alaska Stat. § 10.55.610 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.610
Interrogatories by department; judicial review.
Status: in_force

(a) The department may propound to a domestic or foreign entity that is a party to a transaction under this chapter interrogatories reasonably necessary and proper to enable the department to ascertain whether the entity has complied with the provisions of this chapter.

(b) Interrogatories shall be answered within 30 days or within the additional time fixed by the department. Answers shall be full and complete, in writing and under oath. If the interrogatories are directed to an individual, the interrogatories shall be answered by that person, and, if directed to an entity, the interrogatories shall be answered by the president, vice-president, secretary, or assistant secretary of the corporation or, in the instance of a foreign corporation, the person or persons functioning as comparable officers in accordance with the laws of the state of incorporation.

(c) A petition stating good cause to extend the date to answer, modify, or set aside the interrogatories propounded by the department or to enforce compliance with AS 10.55.620 may be filed in the superior court before the expiration of the 30 days fixed in this section for answer.
Alaska Stat. § 10.55.109 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.109
Dissenters' rights.
Status: in_force

(a) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to dissenters' rights in connection with the transaction if the interest holder would have been entitled to dissenters' rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless (1) the organic law permits the organic rules to limit the availability of dissenters' rights; and

(2) the organic rules provide the limit described in (1) of this subsection.

(b) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual dissenters' rights in connection with a transaction under this chapter to the extent provided (1) in the entity's organic rules;

(2) in the plan; or

(3) in the case of a business corporation, by action of its governors.

(c) If an interest holder is entitled to contractual dissenters' rights under (b) of this section and the entity's organic law does not provide procedures for the conduct of a dissenters' rights proceeding, the interest holder is entitled to use the procedures established under AS 10.06.576 as if the interest holder were a dissenting shareholder of a corporation under AS 10.06 .
Alaska Stat. § 10.06.390 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.390
Capitalization of retained earnings.
Status: in_force

The paid-in capital of a corporation may be increased by resolution of the board directing that all or a part of the retained earnings of the corporation be transferred to the paid-in capital account.
Alaska Stat. § 10.45.220 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.220
Shares of deceased shareholder.
Status: in_force

(a) A professional corporation may provide for the disposal of the shares of a deceased shareholder in its articles of incorporation or bylaws, or its shareholders may provide for their disposal by private agreement. If there is no provision or private agreement, the shares shall first be offered for sale to the remaining shareholders by the personal representative of the deceased shareholder's estate at a price not to exceed their book value, and, if not sold, then offered and sold to any licensed person of the same profession as the corporation without obtaining the approval of the remaining shareholders. If the shares are not disposed of within six months from the date of the death of the shareholder, the corporation shall call a special meeting of its shareholders and shall decide by a majority vote of the remaining shareholders whether or not the corporation purchases, redeems, or retires the shares at book value or lesser price if agreed, or files for a dissolution of the corporation. At the special meeting the shares of the deceased shareholder may not be voted on or counted for any purpose, unless the deceased shareholder was the sole shareholder.

(b) If there is only one shareholder and the shares held by the deceased shareholder are not disposed of within six months after death, the legal representative, legatees, or distributees of the deceased shareholder shall either

(1) liquidate the professional corporation; or

(2) amend its articles of incorporation so that the professional corporation may continue in existence as a business corporation under AS 10.06 .
Alaska Stat. § 10.25.480 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.480
Execution and filing of statement.
Status: in_force

The statement of change of office or agent shall be executed by the cooperative by its presiding officer and directed to the commissioner. If the commissioner finds that the statement conforms to this chapter, the commissioner shall file it in the commissioner's office. Upon the filing, the change of address of the registered office, and the appointment of the registered agent, or both, as the case may be, is effective.
Alaska Stat. § 10.06.678 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.678
Continued existence of dissolved corporations; purposes; abatement or commencement of actions; distribution of omitted assets.
Status: in_force

(a) A corporation that is dissolved voluntarily or involuntarily continues to exist for the purpose of winding up its affairs, defending actions against it, and enabling it to collect and discharge obligations, dispose of and convey its property, and collect and divide its assets. A dissolved corporation does not continue to exist for the purpose of continuing business except so far as necessary for winding up the business.

(b) An action or proceeding to which a corporation is a party does not abate by the dissolution of the corporation or by reason of proceedings for winding up and dissolution of the corporation. A corporation that is dissolved voluntarily or involuntarily may not commence a court action, except for a court action under AS 10.06.675 .

(c) Assets inadvertently or otherwise omitted from the winding up continue as assets of the dissolved corporation for the benefit of persons entitled to the assets upon dissolution of the corporation and on realization the assets shall be distributed to the persons entitled.

(d) The directors of the corporation on the date of its dissolution or as determined under AS 10.06.663 shall exercise and enjoy the powers necessary to act under the terms of this section.

Article 10. Foreign Corporations.
Alaska Stat. § 10.25.830 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.830
Construction of chapter.
Status: in_force

This chapter is complete in itself and is controlling. The provisions of any other law of the state relating to the organization of a corporation, except as provided in this chapter, do not apply to a cooperative organized under this chapter. The enumeration of an object, purpose, power, manner, method or thing does not exclude like or similar objects, purposes, powers, manners, methods or things.
Alaska Stat. § 10.50.990 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.990
Definitions.
Status: in_force

In this chapter, unless the context indicates otherwise, (1) articles of organization means the articles of organization filed under AS 10.50.070 and the articles as amended or restated;

(2) commissioner means the commissioner of commerce, community, and economic development;

(3) consolidation means a consolidation authorized by AS 10.50.500 ;

(4) corporation means a corporation organized under the laws of this or another state, or of this or another country;

(5) department means the Department of Commerce, Community, and Economic Development;

(6) filed, unless expressly provided otherwise, means filed with the department;

(7) foreign limited liability company means an organization that is (A) not incorporated;

(B) organized under the law of a state other than this state, or under the law of a foreign country;

(C) organized under a statute that affords to each of its members limited liability regarding the liabilities of the organization; and

(D) not required to be registered under a statute of this state other than this chapter;

(8) interim distribution means a distribution of the assets of a limited liability company to the company's members, except as provided under AS 10.50.425 ;

(9) know means to have actual knowledge or to know other facts that demonstrate bad faith in the circumstances; this definition applies also to the derivatives of know, including known, unknown, and knowledge;

(10) limited liability company or domestic limited liability company means an organization organized under this chapter;

(11) limited liability company interest means an interest in a limited liability company issued under AS 10.50.275 ;

(12) limited partnership means a limited partnership organized under AS 32.11 or under the law of another state or a foreign country;

(13) manager means a person who manages a limited liability company, if the articles of organization provide that the company is managed by a manager;

(14) managing member means a member of a limited liability company if the company's articles of organization do not provide that the company is managed by a manager;

(15) member means a person who has been admitted to membership in a limited liability company under AS 10.50.155  10.50.160 and whose membership has not ended under AS 10.50.180  10.50.185 or 10.50.205  10.50.225;

(16) merger means a merger authorized by AS 10.50.500 ;

(17) operating agreement means a written agreement among all of the members of a limited liability company about conducting the affairs of the company;

(18) professional service has the meaning given in AS 10.45.500 ;

(19) property includes cash;

(20) state means a state, territory, or possession of the United States, and includes the District of Columbia, the Commonwealth of Puerto Rico, the Northern Mariana Islands, Guam, the Virgin Islands, American Samoa, and the Trust Territory of the Pacific Islands.
Alaska Stat. § 10.25.020 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.020
Powers of electric cooperative.
Status: in_force

An electric cooperative may (1) generate, manufacture, purchase, acquire, accumulate, and transmit electric energy, and distribute, sell, supply, and dispose of electric energy to its members, to governmental agencies and political subdivisions, and to other persons not exceeding 10 percent of the number of its members; however, a cooperative that acquires existing electric facilities may continue service to persons, not in excess of 40 percent of the number of its members, who are already receiving service from these facilities without requiring them to become members, and these persons may become members upon the terms as may be prescribed in the bylaws;

(2) assist persons to whom electric energy is or will be supplied by the cooperative in wiring their premises and in acquiring and installing electrical and plumbing appliances, equipment, fixtures, and apparatus by financing them, and in connection with these services wire or have wired the premises, and buy, acquire, lease, sell, distribute, install, and repair electric and plumbing appliances, equipment, fixtures, and apparatus;

(3) assist persons to whom electric energy is or will be supplied by the cooperative in constructing, equipping, maintaining, and operating electric cold storage or processing plants by financing them or otherwise;

(4) operate a waste heat distribution system;

(5) operate a heating distribution system that was in existence on June 9, 1988;

(6) provide sewer, water, or gas utility service if the cooperative has received a certificate of convenience and necessity under AS 42.05.221  42.05.281 from the former Alaska Public Utilities Commission or the Regulatory Commission of Alaska for each type of service provided;

(7) provide direct satellite television programming services; in this paragraph, direct satellite television programming services means a video broadcast signal that is received directly from a satellite by an end user.
Alaska Stat. § 10.06.965 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.965
Reservation of power.
Status: in_force

The legislature reserves the right to alter, amend, suspend, or repeal in whole or in part this chapter at its pleasure, or a certificate of incorporation or the authority to do business in this state, of a domestic or foreign corporation, whether or not existing or authorized on July 1, 1989.
Alaska Stat. § 10.30.110 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.110
Sale of unsuitable land.
Status: in_force

The trustees of a cemetery association or nonprofit cemetery corporation may, whenever in their opinion a portion of cemetery land is unsuitable for burial purposes, sell the portion and apply the proceeds to the general purposes of the association or corporation.
Alaska Stat. § 10.06.508 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.508
Greater voting requirements.
Status: repealed

If the articles of incorporation require the vote of a larger proportion or of all of the shares of a class or series, or of a larger proportion or of all the directors, than is otherwise required by this chapter, the provision in the articles requiring the greater vote may not be altered, amended, or repealed except by that greater vote unless otherwise provided in the articles.
Alaska Stat. § 10.06.600 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.600
Definitions.
Status: in_force

In AS 10.06.530  10.06.590, (1) consolidation means a consolidation authorized by AS 10.06.534 or 10.06.562;

(2) merger means a merger authorized by AS 10.06.530 or 10.06.562;

(3) share exchange means a share exchange authorized by AS 10.06.538 or an exchange of shares covered by AS 10.06.562 .

Article 9. Dissolution.
Alaska Stat. § 10.50.510 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.510
Approval or abandonment of merger or consolidation.
Status: in_force

(a) Unless otherwise provided in an operating agreement of the company, a limited liability company may not approve a proposed merger or consolidation unless the merger or consolidation is approved by all of the members of the company.

(b) A foreign limited liability company that is a party to a proposed merger or consolidation may not approve the merger or consolidation unless the merger or consolidation is approved in the manner and by the vote required by the law applicable to the foreign limited liability company.

(c) A party to a merger or consolidation under this chapter may abandon the merger or consolidation as provided in the merger or consolidation agreement.
Alaska Stat. § 10.50.025 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.025
Distinguishable name.
Status: reserved

The name of a limited liability company must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. The department may adopt regulations to implement this section. In this section, organized entity and reserved or registered name have the meanings given in AS 10.35.040 .
Alaska Stat. § 10.15.580 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.580
Powers of department.
Status: in_force

The department has the power and authority reasonably necessary to administer this chapter efficiently and to perform the duties imposed by this chapter.
Alaska Stat. § 10.06.478 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.478
Director conflicts of interest.
Status: in_force

(a) A contract or other transaction between a corporation and one or more of the directors of the corporation, or between a corporation and a corporation, firm, or association in which one or more of the directors of the corporation has a material financial interest, is neither void nor voidable because the director or directors or the other corporation, firm, or association are parties or because the director or directors are present at the meeting of the board that authorizes, approves, or ratifies the contract or transaction, if the material facts as to the transaction and as to the director's interest are fully disclosed or known to the (1) shareholders and the contract or transaction is approved by the shareholders in good faith, with the shares owned by the interested director or directors not being entitled to vote; or

(2) board, and the board authorizes, approves, or ratifies the contract or transaction in good faith by a sufficient vote without counting the vote of the interested director or directors, and the person asserting the validity of the contract or transaction sustains the burden of proving that the contract or transaction was just and reasonable as to the corporation at the time it was authorized, approved, or ratified.

(b) A common directorship does not alone constitute a material financial interest within the meaning of this section. A director is not interested within the meaning of this section in a resolution fixing the compensation of another director as a director, officer, or employee of the corporation, notwithstanding the fact that the first director is also receiving compensation from the corporation.

(c) A contract or other transaction between a corporation and a corporation or association of which one or more directors of the corporation are directors is neither void nor voidable because the director or directors are present at the meeting of the board that authorizes, approves, or ratifies the contract or transaction, if the material facts of the transaction and the director's other directorship are fully disclosed or known to the board and the board authorizes, approves, or ratifies the contract or transaction in good faith by a sufficient vote without counting the vote of the common director or directors or the contract or transaction is approved by the shareholders in good faith. This subsection does not apply to contracts or transactions covered by (a) of this section.

(d) Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board that authorizes, approves, or ratifies a contract or transaction.

(e) Nothing in this section affects the prohibitions or restraints imposed by AS 45.50 .
Alaska Stat. § 10.50.637 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.637
Change of registered office or registered agent of foreign company.
Status: in_force

A foreign limited liability company registered under this chapter may change its registered office or change its registered agent, or both, upon filing with the department a signed statement setting out (1) the name of the company;

(2) the address of its registered office;

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

(4) the name of its registered agent;

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

(6) that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and

(7) that the change is authorized by the company.
Alaska Stat. § 10.35.020 — AK Code / Title 10 / Chapter 10.35 / Section 10.35.020
Application to reserve name; availability of name.
Status: in_force

(a) Reservation of a business name is made by filing an application with the commissioner. Upon finding that the name is available for business use, the commissioner shall reserve it for the exclusive use of the applicant for a period of 120 days. A name is not available for business use if the name is not distinguishable on the records of the department under AS 10.35.040 (a) or gives the impression that the business is incorporated.

(b) The department may adopt regulations under AS 44.62 (Administrative Procedure Act) to implement this section.
Alaska Stat. § 10.15.350 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.350
Contents of articles of incorporation; director liability.
Status: in_force

(a) The articles of incorporation must set forth (1) the name of the cooperative and that it is a cooperative;

(2) the period of duration, which may be perpetual;

(3) the purposes for which the cooperative is organized;

(4) whether the cooperative is organized with or without membership stock, the amount of the membership fee, and the limitations, if any, on transfer of a membership;

(5) the number and par value, if any, of shares of each authorized class of stock, and if more than one class is authorized, the designation, preferences, limitations and relative rights of each class;

(6) which classes of stock, if any, are membership stock, and the limitations upon transfer, if any, applicable to the classes of membership stock;

(7) any limitation of the right to acquire or recall stock;

(8) the basis of distribution of assets in the event of dissolution or liquidation;

(9) the address of its initial registered office and the name of its initial registered agent at that address;

(10) the number of directors, not less than three, constituting the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting of the members or until their successors are elected and take office;

(11) the name and address of each incorporator.

(b) In addition to the matters required to be set out in the articles of incorporation by (a) of this section, the articles of incorporation may also contain a provision eliminating or limiting the personal liability of a director to the corporation or its members 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 (1) a breach of a director's duty of loyalty to the corporation;

(2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

(3) wilful or negligent conduct involved in the payment of dividends or the redemption of stock from other than lawfully available funds; or

(4) a transaction from which the director derives an improper personal benefit.

(c) The provisions of (b) of this section 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 (b) of this section.
Alaska Stat. § 10.06.405 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.405
Meetings of shareholders.
Status: in_force

(a) Meetings of shareholders shall be held at a place inside or outside the state, by remote communication, or at a place inside or outside the state and by remote communication, as provided in the bylaws. In the absence of a provision in the bylaws, meetings shall be held at the direction of the board or at the registered office of the corporation.

(b) An annual meeting of the shareholders shall be held at the time as provided in the bylaws or, if the bylaws do not set a time, at a time determined by the board. If the annual meeting is not held within any 13-month period, the superior court may on the application of a shareholder summarily order a meeting to be held.

(c) Special meetings of the shareholders may be called by the board, the chair of the board, the president, the holders of not less than one-tenth of all the shares entitled to vote at the meeting, or other persons as may be authorized in the articles of incorporation or the bylaws.

(d) The failure of a corporation to hold an annual meeting at the time stated in or fixed under its bylaws does not cause the corporation to forfeit its status, does not cause a dissolution of the corporation, and does not affect the validity of corporate action.
Alaska Stat. § 10.13.720 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.720
Cease and desist orders for violations by licensees or subject persons.
Status: in_force

After notice and a hearing, if the department determines that a licensee or a subject person of a licensee has violated or is violating, or that there is reasonable cause to believe that the licensee or subject person is about to violate this chapter, the department may order the licensee or subject person to cease and desist from the action. The order may require the licensee or subject person to take affirmative action to correct a condition resulting from the action.
Alaska Stat. § 10.50.160 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.160
Effective date of admission.
Status: in_force

The effective date of the admission of a member to a limited liability company is the later of the date (1) when the company is organized;

(2) established in an operating agreement of the company; or

(3) when the person's admission is reflected in the records of the company if an operating agreement of the company does not establish an effective date.
Alaska Stat. § 10.55.105 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.105
Status of filings.
Status: in_force

A filing under this chapter becomes part of the public organic document of the entity.
Alaska Stat. § 10.13.100 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.100
Surrender of license.
Status: in_force

(a) Upon approval by a two-thirds vote of its board of directors and after complying with (b) and (c) of this section, a licensee may apply to the department to have the department accept the surrender of the licensee's license. If the department determines that the requirements of this section have been satisfied, the department shall approve the application unless the department determines that the purpose of the application is to evade a current or prospective action by the department under AS 10.13.700  10.13.830.

(b) Not less than 60 days before filing an application under (a) of this section, a licensee shall notify all of its shareholders and creditors of its intention to file the application. Each creditor shall be notified of the right to comment to the department. Each shareholder shall be notified of the right to file with the licensee an objection to the proposed surrender of the license within the 60-day period and shall be advised that, if the shareholder files an objection, the shareholder may also send a copy of the objection to the department.

(c) If shareholders representing 20 percent of the outstanding voting securities of the licensee file an objection with the licensee, the licensee may not proceed with the application unless the application is approved by a vote of shareholders representing two-thirds of the outstanding voting securities of the licensee.

Article 2. Corporate Matters.
Alaska Stat. § 10.50.535 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.535
Effective date of merger or consolidation.
Status: in_force

A merger or consolidation under AS 10.50.500  10.50.565 takes effect upon the later of the effective date of the filing of the articles of merger or consolidation or an effective date stated in the articles of merger or consolidation.
Alaska Stat. § 10.20.031 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.031
Filing list of corporations.
Status: in_force

The department shall file a list of the name of each corporation, the address of the registered office and the name and address of the registered agent with each clerk of the superior court. The department shall provide a periodic supplement to the list indicating additions, deletions and changes at least once every six months. The commissioner shall make the list available to the public for a fee prescribed by the commissioner.
Alaska Stat. § 10.45.190 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.190
Professional acts limited.
Status: in_force

A professional corporation may not do any act that is prohibited to a person licensed to practice a profession that the professional corporation renders.
Alaska Stat. § 10.50.870 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.870
Inspection of records.
Status: in_force

(a) A limited liability company shall make its books and records of account, or certified copies of them, reasonably available for inspection and copying at its registered office or principal office in the state by a member of the company. Member inspection shall be upon written demand stating with reasonable particularity the purpose of the inspection. The inspection may be in person or by agent or attorney, at a reasonable time and for a proper purpose. Only books and records of account, minutes, and the record of members directly connected to the stated purpose of the inspection may be inspected or copied.

(b) A manager, or, if the company is not managed by a manager, a member, who, or a limited liability company that, refuses to allow a member, or the agent or attorney of the member, to examine and make copies from its books and records of account, minutes, and record of members, for a proper purpose, is liable to the member for a penalty in the amount of 10 percent of the value of the limited liability company interests owned by the member or $5,000, whichever is greater, in addition to other damages or remedy given the member by law. It is a defense to an action for penalties under this section that the person suing has within two years sold or offered for sale a list of members of the company or any other limited liability company or has aided or abetted a person in procuring a list of members for this purpose, or has improperly used information secured through a prior examination of the books and records of account, minutes, or record of members of the company or any other limited liability company, or was not acting in good faith or for a proper purpose in making the person's demand.

(c) Nothing in this chapter impairs the power of a court, upon proof by a member of a demand properly made and for a proper purpose, to compel the production for examination by the member of the books and records of account, minutes, and record of members of a limited liability company.
Alaska Stat. § 10.15.205 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.205
Allowance of costs to plaintiff; accounting for proceeds.
Status: in_force

If anything is recovered or obtained as the result of an action under AS 10.15.200 , whether by compromise and settlement or by judgment, the court may award the plaintiff the reasonable expenses of maintaining the action, including reasonable attorney fees, out of the proceeds of the recovery, and may direct the plaintiff to account to the cooperative for the remainder of the proceeds.
Alaska Stat. § 10.15.150 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.150
Election and terms of directors.
Status: in_force

At the first annual meeting and at subsequent meetings, directors shall be elected by the members in the manner and for the term of office provided in the bylaws, but not to exceed three years. Each director shall enter immediately upon the discharge of the director's duties and, subject to resignation or removal, shall hold office for the term for which elected and until a successor takes office.
Alaska Stat. § 10.20.545 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.545
Amendment of articles of incorporation of foreign corporation.
Status: in_force

When the articles of incorporation of a foreign corporation authorized to transact business in the state are amended, the foreign corporation shall, within 30 days after the amendment becomes effective, file with the department a copy of the amendment authenticated by the proper officer of the state or country under whose laws it is incorporated. The filing of the amendment does not enlarge or alter the purpose that the corporation may pursue in the transaction of business in the state, nor authorize the corporation to transact business in the state under a name other than the name set out in its certificate of authority.
Alaska Stat. § 10.15.260 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.260
Recording of list of terminated contracts.
Status: in_force

A cooperative may record in the office of the recorder where the contract was originally recorded a sworn list of the names of all persons whose contracts have been terminated in a manner other than by expiration of their term. The recorder shall stamp expired after the name of each of those persons in the alphabetical record. The fee for the recording and stamping shall be established by the department by regulation.
Alaska Stat. § 10.25.590 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.590
Connection and interconnection of facilities.
Status: in_force

A telephone cooperative organized or doing business under this chapter, hereafter designated as applicant, may require a person furnishing telephone service to the public in the state, hereafter designated as company, to interconnect its lines, facilities or systems with, or otherwise make available the lines, facilities or systems to, the applicant's telephone lines, facilities or systems, in order to provide a continuous line of communication for the applicant's subscribers. If the company and the applicant are unable to agree upon the terms and conditions of interconnection, including compensation, the superior court shall, upon petition of the parties, or either of them, establish the terms and conditions. The terms and conditions shall be reasonable and nondiscriminatory.
Alaska Stat. § 10.25.570 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.570
Refund to local governments.
Status: in_force

The proceeds of the telephone cooperative gross revenue tax and the electric cooperative tax, less the amount expended by the state in their collection, shall be refunded to an organized borough or a city of any class incorporated under state law, in the proportion that the revenue was earned within the city or the borough area outside the city. However, taxes collected on gross revenue earned by a telephone cooperative or on the sale of electricity by an electric cooperative outside a city or organized borough shall be retained by the state and deposited into its general fund.
Alaska Stat. § 10.15.550 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.550
Penalty.
Status: in_force

A cooperative that fails to pay the annual license fee before August 15 shall pay a penalty of $10 for each year or part of a year of delinquency.
Alaska Stat. § 10.06.578 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.578
Offer and payment to dissenting shareholders; circumstances where prohibited.
Status: in_force

(a) Within 15 days after the expiration of the period within which shareholders may file their notice of election to dissent under AS 10.06.576 , or within 15 days after the proposed corporate action is completed, whichever is later, the corporation or, in the case of a merger or consolidation, the surviving or new corporation, shall make a written offer by certified mail to each shareholder who has filed the notice of election, to pay the amount the corporation estimates to be the fair value of the shares. The offer shall be made at the same price for each share to all dissenting shareholders of the same class, or if divided into series, of the same series.

(b) The offer required by (a) of this section must be accompanied by a (1) balance sheet of the corporation whose shares the dissenting shareholder holds; the date of the balance sheet shall be that of the most recent balance sheet produced in the 12 months before the offer;

(2) profit and loss statement or statements for at least 12 months preceding the date of the balance sheet; if the corporation was not in existence during the entire 12-month period preceding the balance sheet required by (1) of this subsection, then a profit and loss statement for that portion of the 12-month period preceding the balance sheet during which the corporation was in existence;

(3) statement of the total number of shares with respect to which notices of election to dissent have been received and the total number of holders of these shares; and

(4) copy of this section and AS 10.06.580 .

(c) If the corporate action has been completed the offer required by (a) of this section must also be accompanied by (1) advance payment to each shareholder who submitted the share certificates to the corporation, or to whom notice was sent if the shares were uncertificated, as provided in AS 10.06.576 (f), of the amount offered under (a) of this section; or

(2) a statement to a shareholder who has not submitted the share certificates, if certificates were issued for the shares, that advance payment of the amount offered under (a) of this section will be made by the corporation promptly upon submission of the certificates.

(d) If the corporate action has not been completed when the offer required by (a) of this section is made, the advance payment or statement about the advance payment shall be sent to each shareholder entitled to the payment or notice, after completion of the corporate action.

(e) The advance payment or statement about the advance payment shall include advice to the shareholder that acceptance of the payment does not constitute a waiver of the shareholder's right to dissent.

(f) The corporation may consider that a shareholder who fails to make written objection to the amount tendered under (c)(1) of this section or to submit shares in response to the statement sent under (c)(2) of this section within 30 days of the date the statement was mailed has agreed that the amount offered represents the fair value of the shares. The shareholder shall have no interest in the shares or the outcome of litigation begun under AS 10.06.580 .

(g) Notwithstanding the other provisions of this section, if the payments otherwise required by (c) and (d) of this section or determined in accordance with AS 10.06.580 would be distributions in violation of AS 10.06.358  10.06.365, or 10.06.375, the corporation may not make a distribution to a dissenting shareholder. In that event, a corporation that would otherwise have the payment obligation under (c) and (d) of this section or AS 10.06.580 shall, in addition to complying with (a) and (b) of this section, give written notice within the time limits of (a) and (b) of this section to dissenting shareholders of its inability to make payment. The notice must include (1) an explanation why the corporation is unable to make the payments otherwise required by this section;

(2) a statement that a dissenting shareholder has an option to (A) withdraw the shareholder's notice of election to dissent, and that the corporation will consider that the withdrawal was made with the written consent of the corporation; or

(B) retain the status of a dissenter, and, if the corporation is liquidated, be subordinated to the rights of the creditors of the corporation, but have rights superior to the nondissenting shareholders, but if the corporation is not liquidated, retain the right to be paid under (c) and (d) of this section or AS 10.06.580 and the corporation must satisfy the obligation when the restrictions on distributions do not apply; and

(3) a statement that if the corporation does not receive the written election provided under (2) of this subsection within 60 days after notice given as required by this section, the corporation will consider that the shareholder has withdrawn the notice of election under (2)(A) of this subsection.
Alaska Stat. § 10.06.546 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.546
Manner of approval by shareholders.
Status: in_force

At each meeting for which notice is given under AS 10.06.544 a vote of the shareholders shall be taken on the proposed plan of merger, consolidation, or exchange. Each outstanding share of each corporation may vote on the proposed plan whether or not the share has voting rights under the articles of the corporation. The plan is approved if it receives the affirmative vote of at least two-thirds of the outstanding shares of each corporation. If a class of shares of a corporation is entitled to vote on the plan as a class, the plan is approved if it receives the affirmative vote of at least two-thirds of the outstanding shares of each class of shares entitled to vote on the plan as a class and the affirmative vote of at least two-thirds of the total shares entitled to vote on the plan. A class of shares of a corporation is entitled to vote as a class if a plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would entitle the class of shares to vote as a class and, in the case of an exchange, if the class is included in the exchange.
Alaska Stat. § 10.06.213 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.213
Delivery of articles of incorporation.
Status: in_force

An original and an exact copy of the articles of incorporation shall be delivered to the commissioner for processing under AS 10.06.910 and for issuance of a certificate of incorporation.
Alaska Stat. § 10.13.310 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.310
Terms and conditions where potential conflict of interest is involved.
Status: in_force

If a licensee provides financing assistance to a business or engages in another business transaction, and if the assistance or transaction involves a potential conflict of interest, the terms and conditions under which the licensee provides the assistance or engages in the transaction may not be less favorable to the licensee than the terms and conditions that would be required by the licensee in the ordinary course of business if the assistance or transaction did not involve a potential conflict of interest.
Alaska Stat. § 10.06.453 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.453
Number, election, and tenure of directors; initial directors.
Status: in_force

(a) The board of directors shall consist of one or more members. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the articles fix the number of directors, in which case a change in the number of directors shall be made only by amendment of the articles. If the number of directors is not otherwise set, the number of directors is three.

(b) Except as otherwise provided in AS 10.06.230 and this section, the number of directors may be increased or decreased by amendment of the articles or the bylaws or by action of the board or the shareholders under the specific provisions of an article or a bylaw adopted by approval of the outstanding shares. A change in the number of directors, including by amendment of the articles, is subject to the following limitations: (1) if the board is authorized by the articles or the bylaws to change the number of directors, whether by amending the bylaws or by taking action under the specific provision of an article or a bylaw adopted by approval of the outstanding shares, the amendment or action shall require the vote of a majority of the entire board;

(2) a decrease in the number of directors may not shorten the term of an incumbent director.

(c) The articles may provide for the election of one or more directors by the holders of the shares of a class or series voting as a class or series.

(d) The names and addresses of the members of the first board may be stated in the articles. The members of the first board hold office until the first annual meeting of shareholders, and until their successors have been elected and qualified.

(e) At the first annual meeting of shareholders and at each subsequent annual meeting the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in the case of the classification of directors as permitted by AS 10.06.455 . A director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
Alaska Stat. § 10.55.104 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.104
Required notice or approval.
Status: in_force

(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger shall give the notice or obtain the approval in order to be a party to an interest exchange, conversion, or domestication.

(b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, or devised unless, to the extent required by or under the law of this state concerning the nondiversion of charitable assets, the entity obtains an appropriate order of the superior court specifying the disposition of the property.
Alaska Stat. § 10.50.415 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.415
Acts of winding up.
Status: in_force

Unless otherwise provided in an operating agreement of the company, a person winding up the affairs of a limited liability company may, in the name of, and for and on behalf of, the company, (1) prosecute and defend court actions;

(2) settle and close the affairs of the company;

(3) dispose of and transfer the property of the company;

(4) discharge the liabilities of the company; and

(5) distribute to the members the assets of the company.
Alaska Stat. § 10.20.905 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.905
Powers of commissioner.
Status: in_force

The commissioner has the power and authority reasonably necessary for administering this chapter efficiently and performing the duties imposed by this chapter.
Alaska Stat. § 10.20.610 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.610
Transacting business without certificate of authority not affecting validity of contract or act, and right to defend.
Status: in_force

The failure of a foreign corporation to obtain a certificate of authority to transact business in the state does not impair the validity of a contract or act of it, and does not prevent the corporation from defending an action, suit, or proceeding in a court of the state.
Alaska Stat. § 10.55.625 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.625
Powers of department.
Status: in_force

The department has the power reasonably necessary to perform the duties required by this chapter.
Alaska Stat. § 10.06.623 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.623
Filing of articles of dissolution.
Status: in_force

An original and an exact copy of the articles of dissolution shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of dissolution.
Alaska Stat. § 10.10.185 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.185
Cancellation of corporate filings.
Status: in_force

The provisions in AS 10.06 (Alaska Corporations Code) relating to the cancellation of certain corporate filings apply to corporations created under this chapter.
Alaska Stat. § 10.13.860 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.860
Application of Administrative Procedure Act to proceedings.
Status: in_force

A proceeding under AS 10.13.830 is subject to AS 44.62 (Administrative Procedure Act). Except as otherwise provided in this chapter, other proceedings and actions under this chapter are exempt from AS 44.62 .
Alaska Stat. § 10.35.080 — AK Code / Title 10 / Chapter 10.35 / Section 10.35.080
Business names not registered.
Status: in_force

This chapter does not abrogate any rights between persons who have not registered a business name under those sections.
Alaska Stat. § 10.06.780 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.780
Contents of application for withdrawal.
Status: in_force

An application for withdrawal must set out (1) the name of the corporation and the state or country where it is incorporated;

(2) that the corporation is not transacting business in this state;

(3) that the corporation surrenders its authority to transact business in this state;

(4) that the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in an action, suit, or proceeding based upon a cause of action arising in this state during the time the corporation was authorized to transact business in this state may be made on the corporation by service on the commissioner;

(5) a post office address to which the commissioner may mail a copy of a process against the corporation that may be served on the commissioner;

(6) 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, as of the date of the application;

(7) 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, as of the date of the application;

(8) a statement, expressed in dollars, of the amount of stated capital of the corporation, as of the date of the application;

(9) additional information necessary or appropriate to enable the commissioner to determine and assess unpaid fees or corporate taxes payable as prescribed in this chapter.
Alaska Stat. § 10.06.468 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.468
Executive and other board committees.
Status: in_force

(a) If authorized by the articles or the bylaws of the corporation, the board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees of the board. Unless the number of directors fixed in accordance with AS 10.06.453 is less than three, each committee shall have at least two members, who serve at the pleasure of the board of directors. Each committee, to the extent provided in the resolution or the articles or bylaws of the corporation, has the authority of the board, except that a committee may not (1) declare dividends or distributions;

(2) approve or recommend to shareholders actions or proposals required by this chapter to be approved by shareholders;

(3) designate candidates for the office of director, for purposes of proxy solicitation or otherwise, or fill vacancies on the board or any committee of the board;

(4) amend the bylaws;

(5) approve a plan or merger not requiring shareholder approval;

(6) capitalize retained earnings;

(7) authorize or approve the reacquisition of shares unless under a general formula or method specified by the board;

(8) authorize or approve the issuance or sale of, or a contract to issue or sell, shares or designate the terms of a series of a class of shares, unless the board, having acted regarding general authorization for the issuance or sale of shares, a contract to issue or sell, or the designation of a series, authorizes a committee, under a general formula or method specified by the board by resolution or by adoption of a stock option or other plan, to fix the terms of a contract for the sale of the shares and to fix the terms upon which the shares may be issued or sold, including, without limitation, the price, the dividend rate, provisions for redemption, sinking funds, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in the committee to adopt a final resolution setting out all the terms of a series for filing with the commissioner under this chapter; or

(9) authorize, approve, or ratify contracts or other transactions between the corporation and one or more of its directors, or between the corporation and a corporation, firm, or association in which one or more of its directors has a material financial interest under AS 10.06.478 .

(b) The designation of a committee, the delegation to the committee of authority, or action by the committee under that authority does not alone constitute compliance by a member of the board or the committee in question with the responsibility to act in good faith, in a manner the member reasonably believes to be in the best interests of the corporation, and with the care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
Alaska Stat. § 10.13.910 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.910
Exemption.
Status: in_force

A licensee is not subject to the provisions of AS 06 .
Alaska Stat. § 10.20.920 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.920
Definitions.
Status: in_force

In this chapter, unless the context otherwise requires, (1) articles of incorporation means the original or restated articles of incorporation or articles of consolidation and all amendments to them, including articles of merger;

(2) board of directors means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated;

(3) bylaws means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated;

(4) commissioner means commissioner of commerce, community, and economic development;

(5) corporation or domestic corporation means a nonprofit corporation subject to the provisions of this chapter, except a foreign corporation;

(6) department means the Department of Commerce, Community, and Economic Development;

(7) foreign corporation means a nonprofit corporation organized under laws other than the laws of this state;

(8) member means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws;

(9) nonprofit corporation means a corporation no part of the income or profit of which is distributed to its members, directors, or officers.

(10) remote communication has the meaning given in AS 10.06.990 .
Alaska Stat. § 10.15.220 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.220
Liquidated damages clause in cooperative contracts.
Status: in_force

The contract referred to in AS 10.15.215 may fix and require liquidated damages to be paid by the member to the cooperative in the event of a breach of the contract by the member. Liquidated damages may be a percentage of the value or a specified amount per unit of the products, goods or services involved by the breach, or a specific sum.
Alaska Stat. § 10.55.403 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.403
Approval of conversion.
Status: in_force

(a) A plan of conversion is not effective unless it has been approved (1) by a domestic converting entity (A) in accordance with the requirements, if any, in the converted entity's organic rules for approval of a conversion;

(B) if the converted entity's organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in the converted 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 conversion 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 conversion were that type of merger; or

(C) if neither its organic law nor organic rules provide for approval of a conversion 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 converting entity that will have interest-holder liability for liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation, (A) the organic rules of the entity provide in a record for the approval of a conversion 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) A conversion of a foreign converting 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.
Alaska Stat. § 10.55.607 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.607
Appeal from refusal to file a document.
Status: in_force

(a) If the department refuses to file a document delivered for filing, the domestic or foreign entity that submitted the document for filing may, within 30 days after the return of the document, appeal the refusal to the superior court of the judicial district where the entity's principal office, or, if the entity does not have a principal office in this state, where its registered office is or will be located. The appeal is begun by petitioning the court to compel filing the document and by attaching to the petition the document and the explanation of the department for the refusal to file.

(b) The court may summarily order the department to file the document or take other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings.
Alaska Stat. § 10.25.230 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.230
Change of location of principal office.
Status: in_force

A cooperative may, upon authorization of its board of directors or its members, change the location of its principal office by filing a certificate reciting the change of principal office, executed and acknowledged by its presiding officer under its seal, attested by the officer designated by the board, in the office of the commissioner.
Alaska Stat. § 10.20.266 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.266
Merger or consolidation of domestic and foreign corporations.
Status: in_force

One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the manner provided in AS 10.20.271 and 10.20.275 if the merger or consolidation is permitted by the laws of the state under which each foreign corporation is organized.
Alaska Stat. § 10.06.125 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.125
Registration of corporate name.
Status: in_force

A corporation organized and existing under the laws of a state or territory of the United States may register its corporate name if the name is available for corporate use under AS 10.06.105 (d).
Alaska Stat. § 10.40.015 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.015
Distinguishable name.
Status: reserved

A corporate name must be distinguishable on the records of the Department of Commerce, Community, and Economic Development from the name of another organized entity and from a reserved or registered name. The department may adopt regulations to enforce this section. In this section, organized entity and reserved or registered name have the meanings given in AS 10.35.040 .
Alaska Stat. § 10.06.580 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.580
Action to determine value of shares.
Status: in_force

(a) If the corporation fails to make the offer required by AS 10.06.578 (a) or the shareholder rejects the offer within the 30-day period specified in AS 10.06.578 (f), (1) the corporation shall, within 20 days after the expiration of the 30-day period specified in AS 10.06.578 (f), file a petition in the court of the judicial district where the registered office of the corporation is located, requesting that the fair value of the shares be determined; if, in the case of a merger or consolidation, the surviving or new corporation is a foreign corporation without a registered office in the state, the petition shall be filed in the judicial district where the registered office of the domestic corporation was last located; or

(2) if the corporation fails to institute a proceeding as provided in this section, a dissenting shareholder may institute a proceeding in the name of the corporation; if a dissenting shareholder does not institute a proceeding within 30 days after the expiration of the 20-day period granted the corporation under (1) of this subsection, the dissenter loses the dissenter's rights unless the superior court, for good cause shown, otherwise directs.

(b) All dissenting shareholders who have rejected the corporate offer extended under AS 10.06.578 (a), wherever residing, shall be made parties to the proceeding as an action against their shares quasi in rem. The corporation shall serve a copy of the complaint in the proceeding on each dissenting shareholder who is a resident of this state in the manner provided by the Alaska Rules of Civil Procedure, and on each nonresident dissenting shareholder either by certified mail and publication, or in another manner permitted by law. The jurisdiction of the court shall be plenary and exclusive. A dissenting shareholder who is a party to the proceeding is entitled to judgment against the corporation for the amount determined under (c) of this section to be the fair value of the shares of that shareholder.

(c) The court shall determine whether a dissenting shareholder who is a party to the court action is entitled to receive payment for the shareholder's shares. If the corporation does not request a determination, or if the court finds that a dissenting shareholder is entitled to a determination, the court shall establish the value of the shares; for the purposes of this section, the value shall be the fair value at the close of business on the day before the date on which the vote was taken approving the proposed corporate action. In fixing the fair value of the shares, the court shall consider the nature of the transaction giving rise to the right to dissent under AS 10.06.576 , its effects on the corporation and its shareholders, the concepts and methods customary in the relevant securities and financial markets for determining the fair value of shares of a corporation engaging in a similar transaction under comparable circumstances, and other relevant factors. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value of the shares. The appraisers have the power and authority specified in the order of appointment or as amended.

(d) The judgment must include an allowance for interest at the rate the court finds to be fair and equitable, from the date on which the proposed corporate action vote was taken to the date of payment. In determining the rate of interest, the court shall consider all relevant factors, including the rate of interest that the corporation would have had to pay to borrow money during the pendency of the proceeding. If the court finds that the refusal of a shareholder to accept the corporate offer of payment for the shares is arbitrary, vexatious, or otherwise in bad faith, the court shall deny interest to the shareholder.

(e) A party to the proceeding shall bear its own costs and expenses, including the fees and expenses of its counsel and of any experts employed by it. Notwithstanding the foregoing, the court may, in its discretion, apportion and assess all or part of the costs, expenses, and fees incurred by the corporation against one or more of the dissenting shareholders who are parties to the proceeding, if the court finds that a refusal to accept the corporate offer was arbitrary, vexatious, or otherwise in bad faith. The court may, in its discretion, apportion and assess all or a part of the costs, expenses, and fees incurred by one or more of the dissenting shareholders who are parties to the proceeding against the corporation if the court finds that (1) the fair value of the shares materially exceeds the amount that the corporation offered to pay;

(2) an offer or required advance payment was not made by the corporation as provided in AS 10.06.578 ;

(3) the corporation failed to institute the special proceeding within the period specified under (a) of this section; or

(4) the action of the corporation in complying with its obligations as provided in this chapter was arbitrary, vexatious, or otherwise in bad faith.

(f) Unless prohibited by AS 10.06.578 (g), within 60 days after the final determination of the proceeding, the corporation shall pay to each dissenting shareholder who is a party the amount determined under (e) of this section in exchange for the surrender of the certificate representing the dissenter's shares or the dissenter's shares if the shares are uncertificated. Upon payment of the judgment, the dissenting shareholder ceases to have an interest in the shares.
Alaska Stat. § 10.06.335 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.335
Consideration for shares.
Status: reserved

Shares may be issued for consideration expressed in dollars fixed by the board unless the articles of incorporation reserve to the shareholders the right to fix the consideration. If this right is reserved as to any shares, the shareholders shall, before the issuance of the shares, fix the consideration to be received for the shares by approval of the outstanding shares.
Alaska Stat. § 10.25.160 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.160
Staggered terms of office for directors.
Status: in_force

Instead of electing all directors annually, the bylaws may provide that directors shall be elected for terms not to exceed four years, or until their successors are elected and qualify, and that the terms of directors shall be staggered so that not all terms expire at the same time.
Alaska Stat. § 10.06.230 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.230
Bylaws: number of directors and other content.
Status: reserved

(a) Unless a provision is contained in the articles, the bylaws must state the number of directors of the corporation or state that the number of directors may not be less than a stated number or more than a stated number, with the exact number of the directors to be fixed, within the limits specified, by approval of the board or the shareholders in the manner provided in the bylaws. If the articles provide for the number of directors, the number of directors may only be changed by an amendment to the articles.

(b) [Repealed, § 59 ch 82 SLA 1989.] (c) After the issuance of shares, a bylaw specifying or changing a fixed number of directors, or the maximum or minimum number of directors or changing from a fixed to a variable board or vice versa, shall be adopted by approval of the outstanding shares.

(d) Notwithstanding (c) of this section, a bylaw or amendment of the articles of incorporation reducing the fixed or minimum number of directors to a number less than five may not be adopted if the number of votes cast against its adoption at a meeting is more than 16 2/3 percent of the outstanding shares entitled to vote.

(e) The bylaws may contain any provision, not in conflict with law or the articles of incorporation, for the management of the business of the corporation and for the conduct of the affairs of the corporation, including (1) a provision referred to in AS 10.06.210 (2), (3), or (4);

(2) the time, for meetings held at a designated place, the place, and the manner, including by remote communication, of calling, conducting, and giving notice of meetings of shareholders, directors, and committees;

(3) the manner of execution, revocation, and use of proxies;

(4) the qualifications, duties, and compensation of directors; the time of their annual election; and the requirements of a quorum for directors' and committee meetings;

(5) the appointment and authority of committees of the board;

(6) the appointment, duties, compensation, and tenure of officers;

(7) the mode of determination of holders of record of the shares of the corporation;

(8) the making of annual reports and financial statements to the shareholders.
Alaska Stat. § 10.06.370 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.370
Inapplicability to regulated investment company.
Status: in_force

The provisions of AS 10.06.358 do not apply to a dividend declared by a regulated investment company, as defined in the United States Internal Revenue Code, to the extent that the dividend is necessary to maintain the status of the corporation as a regulated investment company under the provisions of that code. The provisions of this chapter do not apply to a purchase or redemption of shares redeemable at the option of the holder by a registered open-end investment company under the United States Investment Company Act of 1940, so long as the right of redemption remains unsuspended under the provisions of that statute and the articles and bylaws of the corporation.
Alaska Stat. § 10.20.036 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.036
Change of registered office or agent.
Status: in_force

(a) A corporation, domestic or foreign, may change its registered office, agent, or both, by filing with the department a statement signed by the president or the vice-president setting out (1) the name of the corporation;

(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 its registered agent is to be changed;

(6) that the change is authorized by resolution of its board of directors.

(b) Upon finding that the statement complies with this chapter, the commissioner shall file it in the commissioner's office. The change becomes effective when the statement is filed.
Alaska Stat. § 10.25.390 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.390
Disposition of property to secure indebtedness.
Status: in_force

The board of directors of a cooperative may, without authorization by the members of the cooperative, authorize the execution and delivery of mortgages or deeds of trust of, or the pledging or encumbering of, the property, assets, rights, privileges, licenses, franchises and permits of the cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenue therefrom, upon the terms and conditions the board of directors determines, to secure an indebtedness of the cooperative.
Alaska Stat. § 10.06.665 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.665
Distribution of corporate assets among shareholders or other persons; when to be made.
Status: in_force

After determining that all of the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for, the board shall distribute all the remaining corporate assets among the shareholders according to their respective rights and preferences or, if there are no shareholders, to the persons entitled to the assets. If the winding up is by court proceeding or subject to court supervision, the distribution may not be made until after the expiration of any period for the presentation of claims that has been prescribed by order of the court.
Alaska Stat. § 10.06.640 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.640
Appointment of provisional director upon deadlock.
Status: in_force

(a) If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set out in AS 10.06.628 (b)(2), the court may appoint a provisional director.

(b) A provisional director shall be an impartial person, who is neither a shareholder nor a creditor of the corporation, nor related according to the common law by consanguinity or affinity within the third degree to a director of the corporation or to a judge of the court by which the provisional director is appointed. A provisional director has all the rights and powers of a director until the deadlock in the board is broken or until the provisional director is removed by order of the court or by approval of the outstanding shares.

(c) Unless otherwise agreed the compensation of the provisional director shall be fixed by the court.
Alaska Stat. § 10.13.570 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.570
Records and report requirements.
Status: in_force

(a) A licensee shall make and keep books, accounts, and other records in the form and manner, at the place, and for the period of time that the department establishes.

(b) A licensee, affiliate of a licensee, and a subsidiary of a licensee shall file with the department the reports that the department requires. A report must be in the form and contain the information that the department requires.

(c) The department may require by order that a licensee include an asset on the licensee's books and records at a valuation that represents the current value of the asset.

(d) Not later than 90 days after the close of the calendar year, or a longer period if established by the department, a licensee shall file with the department an audit report containing (1) financial statements, including a balance sheet, statement of income or loss, statement of changes in capital accounts, and statement of changes in financial position for, or as of the end of, the calendar year, prepared with an audit by an independent certified public accountant in accordance with generally accepted accounting principles;

(2) a report, certificate, or opinion of the independent certified public accountant who performs the audit, stating that the financial statements were prepared in accordance with generally accepted accounting principles; and

(3) other information that the department may require.
Alaska Stat. § 10.20.455 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.455
Certificate of authority required.
Status: in_force

A foreign nonprofit corporation may not transact business in the state until it has procured a certificate of authority from the commissioner. A foreign corporation may not procure a certificate of authority to transact business in the 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 the state. Nothing in this chapter authorizes the state to regulate the organization or the internal affairs of a foreign corporation.
Alaska Stat. § 10.30.155 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.155
Definition.
Status: in_force

In this chapter, cemetery lot means a lot, plot, space, grave, niche, mausoleum, crypt, vault, or columbarium, used or intended to be used for the interment of human remains.
Alaska Stat. § 10.13.070 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.070
Denial of application.
Status: in_force

If the department denies a license the department shall provide the applicant with a written statement explaining the reasons for the denial.
Alaska Stat. § 10.20.420 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.420
Qualifications of receivers.
Status: in_force

A receiver shall be a citizen of the United States or a corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in the state. A receiver shall give the bond the court directs with sureties the court requires.
Alaska Stat. § 10.06.140 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.140
Fee for and duration of registered name.
Status: in_force

(a) The fee for registration of a corporate name shall be established by the department by regulation.

(b) The registration is effective until the close of the calendar year in which the application for registration is filed unless terminated earlier by involuntary dissolution in accordance with AS 10.06.633 .
Alaska Stat. § 10.15.385 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.385
Filing of articles of amendment.
Status: in_force

Duplicate originals of the articles of amendment shall be filed, and a certificate of amendment shall be issued and delivered to the commissioner.
Alaska Stat. § 10.06.910 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.910
Processing of writings delivered to the commissioner.
Status: in_force

If a writing delivered to the commissioner for filing conforms to law and all fees and corporation taxes prescribed in this chapter have been paid, the commissioner shall (1) endorse on each original and an exact copy the word filed and the date of the filing;

(2) file the exact copy in the commissioner's office;

(3) return the original of the writing, together with any writing issued by the commissioner attached to the original, to the corporation or its representative.
Alaska Stat. § 10.20.325 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.325
Grounds for involuntary dissolution.
Status: in_force

A corporation may be dissolved involuntarily by the commissioner when it is established that (1) the corporation has failed to file its biennial report within the time required by this chapter;

(2) the corporation procured its articles of incorporation through fraud;

(3) the corporation has continued to exceed or abuse the authority conferred upon it by law;

(4) the corporation has failed for 30 days to appoint and maintain a registered agent in the state;

(5) the corporation has failed for 30 days after change of its registered office or registered agent to file in the office of the commissioner a statement of the change;

(6) the corporation has failed, within the time required by this chapter, to revoke or complete a plan of voluntary dissolution; or

(7) the corporation is 90 days delinquent in filing a notice of change of an officer or director as required by this chapter.
Alaska Stat. § 10.50.350 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.350
Ownership of company property.
Status: in_force

(a) Property transferred to or otherwise acquired by a limited liability company is the property of the company and is not the property of the members individually.

(b) A limited liability company shall acquire, hold, and convey property, including real property, in the name of the company. If a limited liability company acquires an interest in property, the company holds the title to the interest and not the members individually.
Alaska Stat. § 10.20.066 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.066
Notice of meetings.
Status: in_force

Unless otherwise provided in the articles of incorporation or bylaws, written notice stating the manner, place, if the meeting is to be held at a designated place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be considered to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the corporation, with postage prepaid.
Alaska Stat. § 10.06.470 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.470
Meetings: call, place, notice, and waiver.
Status: in_force

(a) A regular or special meeting of the board or a committee of the board may be called by the chair of the board, the president, a vice-president, the secretary, or a director and may be held at any place designated under the bylaws inside or outside the state, by remote communication, or at a designated place inside or outside the state and by remote communication. A member of the board or of a committee of the board participating in a meeting by remote communication is considered to be present in person at the meeting for the purposes of reaching a quorum under AS 10.06.473 and for voting at the meeting.

(b) A regular meeting of the board or a committee designated by the board may be held without notice if the time and place of the meeting is fixed by the bylaws or the board. A special meeting of the board or a committee designated by the board shall be held as provided in the bylaws or, in the absence of bylaw provision, after either notice in writing sent 10 days before the meeting or notice by electronic means, personal messenger, or comparable person-to-person communication given at least 72 hours before the meeting. Unless otherwise provided in the bylaws the notice of a special meeting shall include disclosure of the business to be transacted and the purpose of the meeting.

(c) Notice of a meeting need not be given to a director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting before the meeting or at its commencement the lack of notice.
Alaska Stat. § 10.13.740 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.740
Other cease and desist orders.
Status: in_force

If the department determines that a factor set out in AS 10.13.720  10.13.730 is true with respect to a licensee or subject person of a licensee and that the action or violation is likely to cause the insolvency or substantial dissipation of the assets or earnings of the licensee, is likely to seriously weaken the condition of the licensee, or is likely to otherwise seriously prejudice the interests of the licensee before the completion of proceedings conducted under AS 10.13.720  10.13.730, the department may order the licensee or subject person to cease and desist from the action or violation. The order may require the licensee or subject person to take affirmative action to correct a condition resulting from the action or violation.
Alaska Stat. § 10.06.953 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.953
Regulations.
Status: in_force

To the extent provided by explicit reference in this chapter, the department shall adopt regulations referred to in this chapter in accordance with the Administrative Procedure Act ( AS 44.62 ).
Alaska Stat. § 10.13.120 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.120
Corporate name and representation of status.
Status: reserved

(a) The corporate name of a licensee must include the word BIDCO or Bidco and must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. A licensee may not transact business under a name other than its corporate name. In this subsection, organized entity and reserved or registered name have the meanings given in AS 10.35.040 .

(b) Before being issued a license, a corporation that proposes to apply for a license or that applies for a license may perform, under a name that indicates that the corporation is a corporation licensed under this chapter, the acts necessary to apply for and obtain a license and otherwise prepare to begin business as a licensee. The corporation may not represent that it is a licensee until after the license has been obtained.
Alaska Stat. § 10.50.405 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.405
Dissolution by court.
Status: in_force

On application by or for a member of a limited liability company, the superior court may order the company dissolved if the court determines that it is impossible for the company to carry on the purposes of the company.
Alaska Stat. § 10.50.500 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.500
Authority for merger or consolidation.
Status: in_force

Unless otherwise provided in an operating agreement of the company, and subject to the law applicable to the other limited liability company, a limited liability company may merge or consolidate with or into a limited liability company or a foreign limited liability company.
Alaska Stat. § 10.13.020 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.020
Qualifications for BIDCO license.
Status: in_force

The department shall issue a license to operate as a BIDCO to a corporation that is incorporated under AS 10.06 , or that has been issued a certificate of authority under AS 10.06 to transact business in the state, and that submits an application to the department, if the department determines that (1) the applicant has the net worth required under AS 10.13.040 ;

(2) the directors, officers, and controlling persons of the applicant satisfy the criteria under AS 10.13.050 ;

(3) it is reasonable to believe that the corporation will comply with this chapter;

(4) the applicant has a reasonable promise of being a viable, ongoing BIDCO, satisfying the basic objectives of the corporation's business plans, and achieving long-term financial success.
Alaska Stat. § 10.50.100 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.100
Amendment of articles.
Status: in_force

(a) A limited liability company may amend its articles of organization in any respect if the articles as amended contain only the provisions that are required or permitted by this chapter to be included in the original articles of organization at the time of the amendment.

(b) A limited liability company may amend its articles of organization by filing articles of amendment with the department. The articles of amendment must state the (1) name of the company;

(2) date the articles of organization were filed; and

(3) amendment adopted by the company.
Alaska Stat. § 10.06.970 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.970
Rules of construction and interpretation.
Status: in_force

Unless a provision or the context otherwise requires, the following general provisions and rules of construction govern this chapter: (1) title, chapter, article, and section headings do not affect the scope, meaning, or intent of the provisions of this chapter;

(2) when, by the provisions of this chapter, a power is granted to, or a duty imposed upon, a public officer, the power may be exercised or the duty performed by a deputy of the officer or by a person authorized, under law, by the officer, unless this chapter expressly provides otherwise;

(3) when a notice, report, statement, or record is required or authorized by this chapter, it shall be made in writing in a manner reasonably calculated to communicate the notice, report, statement, or record to the recipient;

(4) a reference in this chapter to mailing means first-class mail, postage prepaid, unless certified mail is specified; certified mail includes registered mail;

(5) subject to a specific accounting treatment required by a particular section of this chapter, (A) references in this chapter to financial statements, balance sheets, income statements, and statements of changes in financial position of a corporation and references to assets, liabilities, earnings, retained earnings, and similar accounting items of a corporation mean financial statements or items prepared fairly and reasonably to present the purported matters;

(B) financial statements prepared or determined in accordance with generally accepted accounting principles then applicable are fair and reasonable;

(C) references in this chapter to financial statements mean, in the case of a corporation that has subsidiaries, consolidated statements of the corporation and its subsidiaries, and all references to accounting items mean items determined on a consolidated basis in accordance with consolidated financial statements;

(6) a reference in this chapter to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by mail is deposited in the United States mail, postage prepaid; or the time any other written notice is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by electronic means to the recipient by the person giving the notice; or the time an oral notice is communicated in person or by electronic means to the recipient or to a person at the office of the recipient whom the person giving the notice has reason to believe will promptly communicate it to the recipient;

(7) when reference is made to any portion of this chapter or of any other law of this state, the reference applies to all amendments and additions;

(8) shall is mandatory, may is permissive, and may not is prohibitory.
Alaska Stat. § 10.45.230 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.230
Determination of value of shares.
Status: in_force

If the articles of incorporation or bylaws of a professional corporation do not provide a price or method of determining a price at which the corporation may purchase, redeem, or retire the shares, or that its shareholders may purchase the shares of a deceased shareholder or a shareholder no longer qualified to own shares in the corporation, then the price for the shares shall be the book value as of the end of the month preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the corporation in accordance with the regular method of accounting used by the corporation.
Alaska Stat. § 10.06.835 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.835
Fees on dissolution of domestic corporation.
Status: in_force

A domestic corporation shall pay to the commissioner a fee established by the department by regulation for filing the documents required by this chapter for the dissolution of a domestic corporation.
Alaska Stat. § 10.50.275 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.275
Consideration for company interests.
Status: in_force

An interest in a limited liability company may be issued for property or services rendered. A member who has contributed property or services rendered may also contribute a promissory note or other obligation to contribute property or services.
Alaska Stat. § 10.20.196 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.196
Restated articles of incorporation.
Status: in_force

(a) A domestic corporation may at any time restate its articles of incorporation as theretofore amended in the manner set out in this section.

(b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting.

(c) Written notice setting out the proposed restated articles or a summary of the provisions shall be given to each member entitled to vote within the time and in the manner provided in this chapter for giving notice of meetings to members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions may be included in the notice of the annual meeting.

(d) At the meeting a vote of the members entitled to vote shall be taken on the proposed restated articles. The restated articles shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote who are present at the meeting or represented by proxy.

(e) If there are no members, or no members entitled to vote, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.