Alaska Stat. § 10.06.450 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.450
Board of directors; duty of care; right of inspection; dissent.
Status: in_force

(a) All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, a board of directors except as may be otherwise provided in this chapter. If a provision is made under AS 10.06.468 or in the articles, the powers, duties, privileges, and liabilities conferred or imposed upon the board by this chapter shall be exercised, performed, extended, and assumed to the extent and by the person or persons to whom they are delegated as provided in AS 10.06.468 or in the articles. Directors need not be residents of this state or shareholders of the corporation unless required by the articles or bylaws. The articles or bylaws may prescribe other qualifications for directors. The board may fix the compensation of directors unless otherwise provided in the articles.

(b) A director shall perform the duties of a director, including duties as a member of a committee of the board on which the director may serve, in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Except as provided in (c) of this section, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(2) counsel, public accountants, or other persons as to matters that the director reasonably believes to be within the person's professional or expert competence; or

(3) a committee of the board upon which the director does not serve, designated in accordance with a provision of the articles or the bylaws, as to matters within the authority of the committee if the director reasonably believes the committee to merit confidence.

(c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by (b) of this section unwarranted.

(d) A director has the absolute right at a reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation or a domestic or foreign subsidiary of the corporation. Inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts. This section applies to a director of a foreign corporation having its principal executive office in this state or customarily holding meetings of its board in this state.

(e) A director of a corporation who is present at a meeting of its board at which action on a corporate matter is taken is presumed to have assented to the action taken unless the director's dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the secretary of the meeting before adjournment or forwards the dissent by certified mail to the secretary of the corporation immediately after adjournment. The right to dissent does not apply to a director who voted in favor of the action.
Alaska Stat. § 10.06.110 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.110
Reservation of corporate name.
Status: reserved

The exclusive right to the use of a corporate name may be reserved by a (1) person intending to organize a corporation under this chapter;

(2) domestic corporation intending to change its name;

(3) foreign corporation intending to apply for a certificate of authority to transact business in this state;

(4) foreign corporation authorized to transact business in this state and intending to change its name; or

(5) person intending to organize a foreign corporation and to have it apply for a certificate of authority to transact business in this state.
Alaska Stat. § 10.20.081 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.081
Board of directors.
Status: in_force

The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of the state or members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors.
Alaska Stat. § 10.15.320 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.320
Biennial report.
Status: in_force

(a) Each cooperative shall file with the department before July 2 of the reporting year a biennial report signed by a principal officer or the general manager setting out (1) its name and the address of its principal place of business in the state;

(2) the name of its registered agent and address of its registered office;

(3) the names and addresses of its principal officers and its general manager, if any;

(4) a statement of the aggregate number of shares that the cooperative may issue, itemized by classes, par value of shares, shares without par value;

(5) a statement of the aggregate number of shares subscribed, but not paid up, itemized by classes, par value of shares, shares without par value;

(6) a statement of the aggregate number of paid-up shares, itemized by classes, par value of shares, shares without par value;

(7) for cooperatives established without capital stock the biennial report shall contain a statement as to the amount of the membership fee and a statement as to the number of memberships which are issued;

(8) a brief statement of the character of the business in which the cooperative is engaged in this state.

(b) A domestic cooperative filing its articles of incorporation and a foreign cooperative receiving a certificate of authority during an even-numbered year must file the biennial report before July 2 of each even-numbered year. A cooperative filing its articles of incorporation or receiving its certificate of authority during an odd-numbered year must file the biennial report before July 2 of each odd-numbered year.
Alaska Stat. § 10.13.650 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.650
Contemporaneous financing assistance.
Status: in_force

(a) If the terms on which a licensee provides financing assistance to a business are less favorable to the licensee than the terms on which an associate of the licensee provides financing assistance to the business, the licensee may not directly or indirectly provide the assistance to the business within one year before or after the associate provides assistance.

(b) If the financing assistance provided by the licensee's associate is of a different kind from the financing assistance provided by the licensee, the burden is on the licensee to prove that the terms on which the licensee provided the financing assistance were at least as favorable to the licensee as the terms on which the associate provided the assistance.

(c) This section does not apply (1) if the associate is a controlling person of the licensee and is also the only shareholder of the licensee;

(2) if the associate is a subsidiary of the licensee;

(3) to a transaction of an associate of a licensee in the normal course of the associate's business involving either a line of credit or financing assistance with a term of not more than five years.
Alaska Stat. § 10.15.170 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.170
Executive committee.
Status: in_force

(a) If the bylaws provide, the board may elect an executive committee consisting of three or more directors which, to the extent provided in the bylaws of the cooperative, may exercise all the authority of the board in the management of the cooperative, except for (1) apportionment or distribution of net proceeds, savings or losses;

(2) selection of officers;

(3) filling of vacancies in the board or the executive committee.

(b) The board may elect other directors as alternates for members of the executive committee.

(c) Designation of an executive committee and the delegation to it of authority does not relieve the board or a member of the board of any responsibility imposed by law.
Alaska Stat. § 10.06.522 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.522
Amendment of articles of incorporation in reorganization proceedings.
Status: in_force

(a) If a plan of reorganization of a corporation has been confirmed by decree or order of a court in proceedings for the reorganization of the corporation under an applicable statute of the United States relating to reorganization of corporations, the articles of the corporation may be amended as necessary in the manner provided in (c) of this section, in order to carry out the plan and put it into effect, only if the articles as amended contain provisions that might be lawfully contained in original articles at the time of the making of the amendment.

(b) In particular, and without limitation upon the general power of amendment, the articles of incorporation may be amended to (1) change the corporate name, period of duration, or corporate purposes of the corporation;

(2) repeal, alter, or amend the bylaws of the corporation;

(3) change the aggregate number of shares or shares of a class that the corporation has authority to issue;

(4) change the preferences, limitation, and relative rights of all or part of the shares of the corporation, and classify, reclassify, or cancel all or part of the shares, whether issued or unissued;

(5) authorize the issuance of bonds, debentures, or other obligations of the corporation, whether or not convertible into shares of a class or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of a class, and fix the terms and conditions of the bonds, debentures, or other obligations; and

(6) constitute or reconstitute and classify or reclassify the board of the corporation, and appoint directors and officers in place of or in addition to all or any of the directors or officers then in office.

(c) Articles of amendment approved by decree or order of a court shall be executed by the person or persons the court designates or appoints for the purpose and must set out the name of the corporation, the amendments of the articles approved by the court, the date of the decree or order approving the articles of amendment, the title of the proceedings in which the decree or order was entered, and a statement that the decree or order was entered by a court having jurisdiction of the proceedings for the reorganization of the corporation under an applicable statute of the United States.
Alaska Stat. § 10.50.053 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.053
Renewal of name registration.
Status: in_force

(a) The registration of a name under AS 10.50.040 may be renewed each year by (1) filing an application for renewal setting out the facts required in an original application for registration;

(2) filing proof of organization required for an original registration; and

(3) paying a fee established by the department.

(b) An application for renewal shall be filed between October 1 and December 31 in each year. The renewal extends the registration for the following calendar year.
Alaska Stat. § 10.15.185 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.185
Taking action without meeting.
Status: in_force

Action required by this chapter to be taken at a meeting of the members or directors of a cooperative, or any other action that may be taken at a meeting of the members, directors, or members of the executive committee, may be taken without a meeting if a consent in writing setting forth the action taken is signed by all of the members, directors, or executive committee members entitled to vote. This consent has the force and effect of a unanimous vote at a meeting.
Alaska Stat. § 10.10.190 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.190
Prohibition of pledge of credit of state.
Status: in_force

The credit of the state may not be pledged to a corporation organized under the provisions of this chapter.
Alaska Stat. § 10.06.848 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.848
Failure to pay tax or make report as precluding suit by corporation.
Status: in_force

(a) A domestic or foreign corporation may not commence a suit, action, or proceeding in a court in this state without alleging and proving at the time it commences the suit, action, or proceeding that it has paid its biennial corporation tax last due and has filed its biennial report for the last reporting period. A certificate of the payment of the biennial corporation tax and filing of the biennial report is prima facie evidence of the payment of the tax and the filing of the biennial report. The commissioner shall issue the certificate or a duplicate for a fee established by the department by regulation.

(b) A corporation that is dissolved involuntarily may commence an action under AS 10.06.675 without complying with (a) of this section.

(c) A foreign or domestic corporation that satisfies (a) of this section but is dissolved after commencing the suit, action, or proceeding may continue to maintain the action after the dissolution.
Alaska Stat. § 10.50.300 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.300
Interim distributions without operating agreement.
Status: in_force

Subject to AS 10.50.305  10.50.320, if an operating agreement of the company does not provide for the interim distribution of the assets of the company, when a limited liability company makes an interim distribution of its assets, the interim distributions to each member of the company shall be equal.
Alaska Stat. § 10.06.502 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.502
Permitted and prohibited amendments.
Status: in_force

(a) By complying with the provisions of this chapter a corporation may amend its articles of incorporation from time to time and in as many respects as desired if its articles as amended contain only provisions that would be lawful to insert in original articles filed at the time of the filing of the amendment.

(b) In particular, and without limitation upon the general power of amendment, a corporation may amend its articles of incorporation to (1) change its corporate name;

(2) extend a limitation upon its period of duration;

(3) change, enlarge, or diminish a limitation upon its corporate purpose;

(4) increase or decrease the aggregate number of shares, or shares of a class, that the corporation has authority to issue;

(5) exchange, classify, reclassify, or cancel all or part of its shares, whether issued or unissued;

(6) change the designation of all or a part of its shares, whether issued or unissued, and to change the preferences, limitations, and the relative rights of all or part of its shares, whether issued or unissued;

(7) change shares of a class, whether issued or unissued, into a different number of shares of the same class or into the same or a different number of shares of other classes;

(8) create new classes or shares having rights and preferences either prior and superior or subordinate and inferior to the shares of a class then authorized, whether issued or unissued;

(9) cancel or otherwise affect the right of the holders of the shares of a class to receive dividends that have accrued but have not been declared;

(10) divide a preferred or special class of shares, whether issued or unissued, into series and fix and determine the designation of the series and the variations in the relative rights and preferences as between the shares of the series;

(11) authorize the board to establish, out of authorized but unissued shares, series of a preferred or special class of shares and fix and determine the relative rights and preferences of the shares of the series;

(12) authorize the board to fix and determine the relative rights and preferences of the authorized but unissued shares of series in which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences are to be changed;

(13) revoke, diminish, or enlarge the authority of the board to establish series out of authorized but unissued shares of a preferred or special class and fix and determine the relative rights and preferences of the shares of that series; and

(14) limit, deny, or grant to shareholders of a class the preemptive right to acquire additional shares of the corporation, whether then or thereafter authorized.

(c) A corporation may not amend its articles of incorporation to alter a statement that may appear in the original articles of the names and addresses of the first directors, or the name and address of the initial agent, except to correct an error in the statement or to delete either after the corporation has filed a notice under AS 10.06.165 or 10.06.813.
Alaska Stat. § 10.06.350 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.350
Information required to be stated on certificate.
Status: in_force

(a) Each certificate representing shares issued by a corporation authorized to issue shares of more than one class shall set out on the face or back of the certificate, or state that the corporation will furnish to a shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue preferred or special class in series, the variations in the relative rights and preferences between the shares of each series so far as they have been fixed and determined and the authority of the board to fix and determine the relative rights and preferences of subsequent series.

(b) Each certificate representing shares shall state upon its face (1) that the corporation is organized under the laws of the state;

(2) the name of the person to whom issued;

(3) the number and class of shares, and the designation of the series, if any, that the certificate represents.
Alaska Stat. § 10.06.915 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.915
Disapproval of writing by commissioner; appeal.
Status: in_force

If the commissioner fails to approve articles of incorporation, amendment, merger, consolidation, exchange, or dissolution, or any other document required by this chapter to be approved by the commissioner, the commissioner shall, within 10 days after the delivery of the document to the commissioner, give written notice of disapproval to the person or domestic or foreign corporation, delivering the document, and specifying the reasons for disapproval. The person or corporation may appeal from the disapproval to the superior court by filing with the clerk of the court a notice of appeal setting out a copy of the document sought to be filed and a copy of the written disapproval. The matter shall be tried de novo by the superior court, which shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.
Alaska Stat. § 10.20.510 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.510
List of foreign corporations and registered offices and agents.
Status: in_force

The commissioner shall provide each clerk of the superior court with a current list of the names of all foreign corporations, the address of their registered office, and the name and address of their registered agent. The commissioner shall provide a supplement to the list indicating additions, deletions, and changes at least every six months. The list shall be made available to the public by the commissioner for a fee prescribed by the commissioner.
Alaska Stat. § 10.20.166 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.166
Organizational meeting of directors; first meeting of members.
Status: in_force

(a) After the issuance of the certificate of incorporation, an organizational meeting of the board of directors named in the articles of incorporation shall be held at a designated place, by remote communication, or at a designated place and by remote communication at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers, and the transaction of other business as may come before the meeting. The designated place may be inside or outside the state. The incorporators calling the meeting shall give at least three days' notice of the meeting by mail to each director named, and the notice must state the time and place of the meeting.

(b) A first meeting of the members may be held at the call of a majority of the directors for purposes stated in the notice of the meeting.

Article 3. Amendment.
Alaska Stat. § 10.20.505 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.505
Registered office and registered agent of foreign corporation.
Status: in_force

Each foreign corporation authorized to transact business in the state shall have and continuously maintain in the state a registered (1) office which may be, but need not be, the same as its place of business in the state;

(2) agent, who may be either an individual resident in the state whose business office is identical with the registered office or a domestic corporation, or a foreign corporation authorized to transact business in the state, which has a business office identical with the registered office.
Alaska Stat. § 10.06.765 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.765
Service on commissioner.
Status: in_force

When a foreign corporation authorized to transact business in this state, or not authorized to transact business in this state but doing so, fails to appoint or maintain a registered agent in this 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 is made upon the commissioner as provided in AS 10.06.175 (b).
Alaska Stat. § 10.20.275 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.275
Effect of merger or consolidation of foreign and domestic corporations.
Status: in_force

If the surviving or new corporation is to be governed by the law of this state, the effect of the merger or consolidation is the same as the merger or consolidation of domestic corporations. If the surviving or new corporation is to be governed by the laws of another state, the effect of the merger or consolidation is the same as the merger or consolidation of domestic corporations except insofar as the laws of the other state provide otherwise.
Alaska Stat. § 10.40.125 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.125
Other transactions.
Status: in_force

A corporation formed under this chapter may enter into mergers, interest exchanges, conversions, and domestications under AS 10.55 (Alaska Entity Transactions Act).
Alaska Stat. § 10.13.040 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.040
Requisite net worth.
Status: in_force

(a) In order to receive a license, an applicant must demonstrate to the satisfaction of the department that the applicant has raised sufficient capital so that (1) the net worth of the BIDCO is expected to be adequate, in the context of its business plan, to support the BIDCO's management team and to achieve an appropriate spreading of the risk involved in the BIDCO's provisions of financing assistance; and

(2) the BIDCO has a reasonable promise of being a viable, ongoing BIDCO, satisfying the basic objectives of its business plan and achieving long-term financial success.

(b) The department may not establish a minimum net worth for a BIDCO under this section of less than $1,500,000.
Alaska Stat. § 10.25.310 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.310
Dissolution of cooperative that has not commenced business.
Status: in_force

A cooperative that has not commenced business may be dissolved by delivering articles of dissolution to the commissioner. A majority of the incorporators shall execute and acknowledge articles of dissolution on behalf of the cooperative. The articles must state (1) the name of the cooperative;

(2) the address of its principal office;

(3) that the cooperative has not commenced business;

(4) that sums received by the cooperative, less that part disbursed for expenses of the cooperative, have been returned or paid to those entitled to them;

(5) that no debt of the cooperative is unpaid;

(6) that a majority of the incorporators elect to dissolve the cooperative.
Alaska Stat. § 10.06.815 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.815
Penalty for failure to file biennial report.
Status: in_force

A domestic or foreign corporation that fails or refuses to file a biennial report within the time set by this chapter is subject to a penalty of 10 percent of the amount of the corporation tax assessed against it for the period beginning January 1 of the year for which the report should have been filed. The commissioner shall assess the penalty at the time of the assessment of the corporation tax. If the amount of the corporation tax as originally assessed is adjusted in accordance with this chapter, the amount of the penalty shall also be adjusted to 10 percent of the amount of the adjusted corporation tax. The amount of the corporation tax and the amount of the penalty shall be separately stated in a notice to the corporation.
Alaska Stat. § 10.15.180 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.180
Compensation and benefits to directors, officers, and employees.
Status: in_force

Unless the bylaws provide otherwise, (1) only the members of the cooperative may establish compensation or other benefits for a director, not available generally to officers and employees, for services as a director;

(2) a director may not hold, during a term as director, a position in the cooperative on regular salary;

(3) the board may provide, for prior or future services of an officer or employee, reasonable compensation, pension, or other benefits to the officer or employee and pension or other benefits to a member of the family of the officer or employee or the beneficiaries of the officer or employee; an officer or employee who is a director may not take part in a vote on compensation for services rendered or to be rendered to the cooperative by that officer or employee.
Alaska Stat. § 10.10.160 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.160
First meeting of corporation.
Status: in_force

(a) The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place, and purpose of the meeting. A copy of the notice shall be mailed or delivered to each incorporator at least five days before the day appointed for the meeting. The first meeting may be held without notice upon agreement in writing signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of the notice or of the unanimous agreement of the incorporators.

(b) At the first meeting, the incorporators shall choose, by ballot, a temporary clerk, adopt bylaws, elect directors by ballot, and act upon other matters within the powers of the corporation. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. A majority of the incorporators, but not fewer than three, shall be a quorum for the transaction of business.
Alaska Stat. § 10.35.040 — AK Code / Title 10 / Chapter 10.35 / Section 10.35.040
Registration of name.
Status: reserved

(a) A person conducting a business may register its name if the name is distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. In this subsection, (1) organized entity means (A) a corporation under AS 10.06 ;

(B) a foreign corporation authorized under AS 10.06 to transact business in this state;

(C) a BIDCO licensed under AS 10.13 ;

(D) a cooperative organized under AS 10.15 ;

(E) a foreign cooperative under AS 10.15 that is authorized under AS 10.06 to do business in this state;

(F) a nonprofit corporation organized under AS 10.20 ;

(G) a nonprofit foreign corporation authorized under AS 10.20 to transact business in this state;

(H) a cooperative organized under AS 10.25 ;

(I) a religious corporation formed under AS 10.40 ;

(J) a professional corporation organized under AS 10.45 ;

(K) a limited liability company organized under AS 10.50 ;

(L) a foreign limited liability company registered under AS 10.50 ;

(M) a registered limited liability partnership under AS 32.06 ;

(N) a foreign limited liability partnership registered under AS 32.06 ;

(O) a limited partnership formed under AS 32.11 ; or

(P) a foreign limited partnership registered under AS 32.11 ;

(2) reserved or registered name means a name reserved or registered under this chapter, AS 10.06 , AS 10.50 , AS 32.06 , or AS 32.11 .

(b) Registration of a name gives the person who has registered the name the exclusive right to the use of the name. A person who has registered a name under this chapter (1) may enjoin the use by another person of a name that is not distinguishable on the records of the department from the registered name;

(2) has a cause of action for damages against another person who uses a name that is not distinguishable on the records of the department from the registered name.

(c) The department may adopt regulations under AS 44.62 (Administrative Procedure Act) to implement (a) of this section.
Alaska Stat. § 10.13.060 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.060
Determination of likelihood of future noncompliance.
Status: in_force

The department may determine that it is not reasonable to believe that an applicant would comply with this chapter if licensed. Bases the department may use to make that determination include proof that the applicant has been convicted of a crime involving fraud or dishonesty, including a conviction based on a guilty plea or plea of nolo contendere.
Alaska Stat. § 10.50.623 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.623
Change of name.
Status: in_force

If a foreign limited liability company that is registered under this chapter changes its name to one under which it may not register under this chapter, the registration of the company is suspended and the company may not conduct affairs in this state until it has changed its name to a name available to it under the laws of this state.
Alaska Stat. § 10.06.830 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.830
Fees for filing certain documents related to agents.
Status: in_force

(a) A foreign corporation filing with the department a certificate of the appointment and consent of an agent residing in this state, or a certificate of revocation of the appointment of a resident agent, shall pay to the commissioner a fee established by the department by regulation.

(b) For filing a statement of change of address of registered agent under AS 10.06.170 (a) or resignation under AS 10.06.170 (b), the agent shall pay to the commissioner a fee established by the department by regulation.
Alaska Stat. § 10.06.458 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.458
Declaration of board vacancy where director of unsound mind.
Status: in_force

The board may declare vacant the office of a director who has been declared of unsound mind by a court order.
Alaska Stat. § 10.35.060 — AK Code / Title 10 / Chapter 10.35 / Section 10.35.060
Fee for and duration of registered name.
Status: in_force

The fee for the initial registration of a business name shall be established by the department by regulation. The year in which the registration becomes effective is considered a full year of registration and the registration is effective until the close of the fifth calendar year beginning with the year of initial registration.
Alaska Stat. § 10.50.720 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.720
Transactions not constituting conducting affairs.
Status: in_force

The activities of a foreign limited liability company that are not considered to be conducting affairs in this state for the purposes of AS 10.50.600  10.50.720 include (1) maintaining, defending, or settling a court action or other proceeding or a claim;

(2) holding meetings of the members or managers of the company;

(3) maintaining bank accounts;

(4) selling through independent contractors;

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

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

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

(8) conducting an isolated transaction that is completed within 30 days and that is not part of a course of repeated transactions of a similar nature; or

(9) conducting affairs in interstate commerce.

Article 14. Court Actions By and Against Limited Liability Companies.
Alaska Stat. § 10.50.540 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.540
Use of merger or consolidation agreement to amend or adopt operating agreement.
Status: in_force

(a) An agreement of merger or consolidation approved under AS 10.50.510 may amend an operating agreement of a limited liability company or adopt a new operating agreement for the company if the company is the surviving or resulting limited liability company in the merger or consolidation.

(b) An approved agreement of merger or consolidation may provide that the operating agreement of a limited liability company that is a party to the merger or consolidation, including a limited liability company organized for the purpose of consummating a merger or consolidation, is the operating agreement of a limited liability company that is the surviving or resulting limited liability company.

(c) An amendment to an operating agreement or the adoption of a new operating agreement under this section is effective when the merger or consolidation is effective.

(d) This subsection is not intended to limit the accomplishment of a merger or of a matter referred to in this section by other means provided for in an operating agreement or in another agreement or as otherwise permitted by law.
Alaska Stat. § 10.13.420 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.420
Determinations.
Status: in_force

(a) When the department is reviewing an application under AS 10.13.410 , the department may determine that an (1) applicant or a director or officer of an applicant is not of good character if the person has been convicted of a crime involving fraud or dishonesty, including a conviction based on a guilty plea or plea of nolo contendere;

(2) applicant's plan to make a major change in the management of a licensee is detrimental to the safety and soundness of the licensee if the plan provides for a person to become a director or officer of the licensee and the person has been convicted of a crime involving fraud or dishonesty, including a conviction based on a guilty plea or plea of nolo contendere.

(b) The conditions described in (a) of this section are not the only conditions upon which the department may determine that an applicant or a director or an officer of an applicant is not of good character or that an applicant's plan to make a major change in the management of a licensee is detrimental to the safety and soundness of the licensee.
Alaska Stat. § 10.10.060 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.060
Admission to membership.
Status: in_force

A financial institution may request membership in the corporation by making application to the board of directors on the form and in the manner the board of directors require, and membership becomes effective upon acceptance of the application by the board.
Alaska Stat. § 10.50.435 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.435
Known claims against dissolved limited liability company.
Status: in_force

(a) Upon dissolution, a limited liability company may dispose of the known claims against it by filing articles of dissolution under AS 10.50.430 and following the procedures described in this section.

(b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must (1) describe the information that must be included in the claim;

(2) provide a mailing address where the claim may be sent;

(3) state the deadline, which may not be fewer than 120 days after the later of the date of the written notice or the filing of articles of dissolution under AS 10.50.430 , for the company to receive the claim; and

(4) state that the claim is barred if it is not received by the company by the deadline.

(c) A claim against a limited liability company is barred if a claimant (1) who was given written notice under (b) of this section does not deliver the claim to the company by the deadline; or

(2) whose claim is rejected by the company does not begin a proceeding to enforce the claim within 90 days after the date of the rejection notice.

(d) In this section, claim does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Alaska Stat. § 10.13.470 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.470
Administration.
Status: in_force

The department shall administer this chapter. The department may issue orders and may adopt regulations that, in the opinion of the department, are necessary to execute, enforce, and achieve the purposes of this chapter. Adoption of regulations under this chapter is subject to AS 44.62 (Administrative Procedure Act).
Alaska Stat. § 10.45.130 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.130
Change or alteration of corporate name.
Status: in_force

When a person whose name is part of a corporate name ceases to be a shareholder, the corporation shall alter its name to reflect this change; however, a professional corporation may retain the name of a retired or deceased shareholder in its corporate name if the regulations of a particular regulating board or the ethics of a profession permit it.
Alaska Stat. § 10.25.375 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.375
Cancellation of certificates issued and filings accepted.
Status: in_force

The commissioner may, within one year after a filing, and after written notice to the cooperative or individual making a filing, cancel a certificate issued or filing accepted under this chapter, on any ground existing at the time notice of cancellation is made for which the commissioner could have originally refused to issue the certificate or accept the filing. The notice of cancellation must state the reason for the proposed cancellation. A cooperative or individual may request a hearing within 90 days after receipt of the notice. The notice of cancellation becomes final if the cooperative or individual does not request a hearing within 90 days after receipt of notice. Notice of cancellation must be sent by certified mail with return receipt requested. If the return receipt is not received by the department within a reasonable time and the department has made diligent inquiry as to the current address of the corporation, notice may be made by publication in a newspaper of general circulation in the vicinity of the registered office of the cooperative or the address of the individual who made the filing, and the cancellation becomes final 60 days after publication of the notice.
Alaska Stat. § 10.15.035 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.035
Service on agent is service on cooperative.
Status: in_force

A registered agent appointed by a cooperative is an agent of the cooperative upon whom process, notice or demand required or permitted by law to be served upon the cooperative may be served.
Alaska Stat. § 10.06.380 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.380
Identification of distribution in notice to shareholders.
Status: in_force

A distribution other than one chargeable to retained earnings shall be identified in a notice to shareholders as being made from a source other than retained earnings, and shall include a statement of the accounting treatment of the distribution. The notice shall accompany the distribution or shall be given within three months after the end of the fiscal year in which the distribution is paid.
Alaska Stat. § 10.50.560 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.560
Rights of creditors and liens.
Status: in_force

The rights of creditors and liens on the property of a limited liability company that is a party to a merger or consolidation are not impaired by the merger or consolidation.
Alaska Stat. § 10.06.865 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.865
Cancellation of certificates issued and filings accepted.
Status: in_force

The commissioner may, within one year after a filing, and after written notice to the corporation or individual making the filing, cancel a certificate issued or filing accepted under this chapter, on any ground existing at the time of issuance or filing for which the commissioner could have originally refused to issue the certificate or accept the filing. The notice of cancellation must state the reason for the cancellation. A corporation or individual may request a hearing conducted by the office of administrative hearings ( AS 44.64.010 ) within 90 days after receipt of the notice. Cancellation becomes final if the corporation or individual does not request a hearing within 90 days after receipt of notice. Notice of cancellation shall be sent by certified mail with return receipt requested. If the return receipt is not received by the department within a reasonable time and the department has made diligent inquiry as to the address of the corporation, notice may be made by publication in a newspaper of general circulation in the vicinity of the registered office of the corporation or the address of the individual who made the filing, and the cancellation becomes final 60 days after publication of the notice if the person or corporation does not request a hearing.
Alaska Stat. § 10.20.046 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.046
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) Whenever a corporation fails to appoint or maintain a registered agent in the state, the commissioner is an agent of the corporation upon whom the process, notice, or demand may be served. Service is made upon the commissioner as agent by leaving with the commissioner, or with a clerk having charge of the corporation department of the commissioner's office, duplicate copies of the process, notice or demand. When process, notice or demand is served on the commissioner, the commissioner shall immediately forward a copy of it by registered mail to the corporation at its registered office. Service on the commissioner is returnable in not less than 30 days.

(c) The commissioner shall keep a record of processes, notices, and demands served on the commissioner. The record must show the time of service and the commissioner's action with reference to the service.

(d) This chapter does not limit or 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 by law.
Alaska Stat. § 10.20.096 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.096
Election and terms of directors.
Status: in_force

At the first annual election of directors and at each annual meeting thereafter the members shall elect directors to hold office for the terms provided in the bylaws. Each director holds office for the term for which elected and until a successor is elected and qualified. The terms of office of directors may be staggered.
Alaska Stat. § 10.06.520 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.520
Effect of issuance of restated certificate of incorporation.
Status: in_force

Upon the issuance of a restated certificate of incorporation, the restated articles of incorporation become effective and supersede the original articles and all amendments.
Alaska Stat. § 10.06.512 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.512
Filing of articles of amendment.
Status: in_force

An original and an exact copy of the articles of amendment shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of amendment.
Alaska Stat. § 10.15.585 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.585
Application of chapter.
Status: in_force

This chapter applies to the fullest extent permitted by the laws and constitution of the United States and of the state to all existing cooperative associations incorporated under a previously existing law of the state relating to incorporation of cooperative associations. However, this section does not apply to cooperatives organized to generate and transmit electric energy and power or to furnish electric or telephone or related telecommunications service.
Alaska Stat. § 10.55.203 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.203
Approval of merger.
Status: in_force

(a) A plan of merger is not effective unless it has been approved (1) by a domestic merging entity (A) in accordance with the requirements, if any, in the merging 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; or

(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation; or

(B) if neither the merging entity's organic law nor organic rules provide for approval of a merger described in (A)(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 merging entity that will have interest-holder liability for liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation, (A) the organic rules of the entity provide in a record for the approval of 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 merger involving a foreign merging 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. § 10.50.150 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.150
Authorization of company affairs.
Status: reserved

(a) Unless otherwise provided in an operating agreement of the company, the company's articles of organization, or by this chapter, if the company is not managed by a manager, the consent of more than one-half of all of the members of a limited liability company is required to decide the affairs of the company.

(b) Unless otherwise provided in an operating agreement of the company or by this chapter, the consent of more than one-half of the number of managers of a limited liability company is required to decide the affairs of the company.

(c) Notwithstanding (a) and (b) of this section, and unless otherwise provided in an operating agreement of the company or in the company's articles of organization, the written consent of all of the members of a limited liability company is required to (1) amend the articles of organization;

(2) amend an operating agreement of the company; or

(3) authorize a manager or member to perform an act on behalf of the company that contravenes an operating agreement of the company, including an act that contravenes a provision of the operating agreement that expressly limits the purposes, affairs, or conduct of the affairs of the company.

(d) [Repealed, § 4 ch 52 SLA 2007.]

Article 6. Membership.
Alaska Stat. § 10.15.365 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.365
Amendment of articles.
Status: in_force

A cooperative may amend its articles from time to time as may be desired, so long as its articles as amended contain only those provisions which might be lawfully contained in the original articles at the time of making the amendment, and, if a change in shares or the rights of shareholders or members, or an exchange, reclassification, or cancellation of shares or the rights of shareholders or members is to be made, those provisions necessary to effect the change, exchange, reclassification, or cancellation.
Alaska Stat. § 10.15.270 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.270
Action for civil penalty for inducing breach of contract with cooperative or spreading false reports about cooperative.
Status: in_force

In addition to the remedies provided in AS 10.15.265 (b), a person who knowingly and maliciously induces or attempts to induce a member of a cooperative to breach a contract with the cooperative authorized by this chapter, or who knowingly or maliciously spreads a false report about the finances or management of a cooperative is liable, in a civil action, to the cooperative aggrieved, in the penal sum of $500 for each offense.
Alaska Stat. § 10.25.235 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.235
Member's right to examine books and records.
Status: in_force

A member of a cooperative may, at a reasonable time and for a proper purpose, examine and make copies of the books and records of the cooperative at the principal office of the cooperative. The cooperative may charge a member an amount equal to the actual cost of duplicating documents requested under this section. The cooperative may withhold books and records concerning specific matters that were prepared for or during an executive session under AS 10.25.175 (c) and not subsequently made public by the cooperative. The cooperative may also withhold the identity of public information that was referred to during the executive session.
Alaska Stat. § 10.15.405 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.405
Approval and contents of plan of merger or consolidation.
Status: in_force

The board of each cooperative shall, by resolution adopted by each board, approve a plan of merger or consolidation setting forth (1) the names of the cooperatives proposing to merge or consolidate, and the name of the cooperative into which they propose to merge or the name of the new cooperative into which they propose to consolidate;

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

(3) the effect of the proposed merger or consolidation on all members and shareholders of each of the cooperatives;

(4) in the case of a plan for consolidation, the articles of the new cooperative, which must include all of the statements required to be set forth in articles for cooperatives organized under this chapter;

(5) other provisions with respect to the proposed merger or consolidation considered necessary or desirable.
Alaska Stat. § 10.06.868 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.868
Forms to be furnished by the commissioner.
Status: in_force

Reports required by this chapter to be filed with the department or the commissioner must be on forms prescribed and furnished by the commissioner. Forms for other documents to be filed in the office of the department or the commissioner shall be furnished by the commissioner on request, but the use of those forms, unless required in this chapter, is not mandatory.
Alaska Stat. § 10.15.590 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.590
Effect of amendment or repeal of chapter.
Status: repealed

This chapter may be amended, repealed, or modified, but an amendment, repeal, or modification does not affect vested rights or take away or impair a remedy for a liability that has been previously incurred.
Alaska Stat. § 10.40.070 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.070
Corporate powers.
Status: in_force

A corporation organized under this chapter may (1) acquire by donation, gift, bequest, devise, or purchase, and hold and maintain real and personal property, and grant, sell, convey, or otherwise dispose of property as may be necessary to carry on or promote the objects of the corporation, but not for the purpose of obtaining revenue or profits from the property;

(2) borrow money and give written obligations for repayment, and give mortgages or other liens upon real or personal property to secure payment of written obligations, when necessary to promote the objects of the corporation;

(3) enter into contracts;

(4) sue and be sued;

(5) adopt and use a common seal by which all deeds and acts of the corporation may be authenticated.
Alaska Stat. § 10.06.358 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.358
Distributions; conditions; financial statements and determinations.
Status: in_force

(a) A corporation or a subsidiary of the corporation may not make a distribution to the corporation's shareholders as defined in AS 10.06.990 unless (1) the amount of the retained earnings of the corporation immediately before the distribution equals or exceeds the amount of the proposed distribution; or

(2) immediately after giving effect to the distribution the (A) sum of the assets of the corporation, 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, would be at least equal to one and one-fourth times its liabilities, not including deferred taxes, deferred income, and other deferred credits; and

(B) current assets of the corporation would be at least equal to its current liabilities or, if the average of the earnings of the corporation before taxes on income and before interest expense for the two preceding fiscal years was less than the average of the interest expense of the corporation for those fiscal years, at least equal to one and one-fourth its current liabilities.

(b) For purposes of this section, (1) in determining the amount of the assets of the corporation, profits derived from an exchange of assets may not be included unless the assets received are currently realizable in cash;

(2) current assets may include net amounts that the board has determined in good faith may reasonably be expected to be received from customers during the 12-month period used in calculating current liabilities under existing contractual relationships obligating the customers to make fixed or periodic payments during the term of the contracts after in each case giving effect to future costs not then included in current liabilities but reasonably expected to be incurred by the corporation in performing the contracts.

(c) For the purposes of this chapter, the amount of a distribution payable in property shall be determined on the basis of the value at which the property is carried on the corporation's financial statements in accordance with this section.

(d) Only a corporation that classifies its assets as current assets and fixed assets in accordance with this section is governed by (a)(2)(B) of this section.

(e) For the purposes of this section, the board of directors may base a determination that a distribution is not prohibited either on financial statements prepared in accordance with generally accepted accounting principles or on the basis of accounting practices and principles that are fair and reasonable in the circumstances.

(f) Financial statements and determinations prepared or arrived at in accordance with generally accepted accounting principles are fair and reasonable. The fair and reasonable quality of statements and determinations prepared under other practices and principles shall be proved by the corporation.
Alaska Stat. § 10.55.620 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.620
Failure or refusal to answer interrogatories.
Status: in_force

Unless otherwise provided by an order of court issued in response to a petition filed under AS 10.55.610 , (1) an entity that fails or refuses to answer truthfully and fully interrogatories propounded by the department within the time prescribed by AS 10.55.610 (b) is guilty of a class A misdemeanor; and

(2) the department need not file a document to which the interrogatories relate until the interrogatories are properly answered and need not file a document to which the interrogatories relate if the answers disclose that the document does not conform to the provisions of this chapter.
Alaska Stat. § 10.50.130 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.130
Limitation of member fiduciary duty.
Status: in_force

Unless otherwise provided in an operating agreement of the company, if a person is a member of a limited liability company that is managed by a manager and if the person is not a manager, the person does not have the fiduciary duty of a manager to the company or to the other members of the company when the person acts solely in the capacity of a member.
Alaska Stat. § 10.55.106 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.106
Nonexclusivity.
Status: in_force

The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.
Alaska Stat. § 10.50.580 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.580
Other transactions.
Status: in_force

Under AS 10.55 (Alaska Entity Transactions Act), a limited liability company may enter into mergers, interest exchanges, conversions, and domestications that are not covered by AS 10.50.500  10.50.565.
Alaska Stat. § 10.25.460 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.460
Registered office and registered agent.
Status: in_force

Each cooperative shall have and continuously maintain in the state a registered (1) office, which may be, but need not be, the same as the location of the principal office;

(2) agent who is either an individual resident in the state whose business office is identical with the registered office or a domestic or foreign corporation authorized to transact business in the state whose business office is identical with the registered office.
Alaska Stat. § 10.15.445 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.445
Effect of merger or consolidation.
Status: in_force

(a) If the surviving or new corporation is a cooperative, the effect of the merger or consolidation is the same as provided in this chapter for the merger or consolidation of cooperatives.

(b) If the surviving or new corporation is a domestic corporation, the effect of the merger or consolidation is the same as provided in AS 10.06 (Alaska Corporations Code) for the merger or consolidation of domestic corporations.

(c) If the surviving or new corporation or cooperative is governed by the laws of another state, the effect of the merger or consolidation is the same as in the case of the merger or consolidation of cooperatives or domestic corporations, as the case may be, except insofar as the laws of the other state provide otherwise.
Alaska Stat. § 10.06.608 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.608
Certificate of election: contents, signing, and filing.
Status: in_force

(a) A corporation that has elected to wind up and dissolve shall immediately file a certificate evidencing the election as provided in this section.

(b) The certificate must be an officers' certificate or shall be signed by at least a majority of the directors then in office, by one or more shareholders authorized to do so by the shareholders holding shares representing 50 percent or more of the voting power, or by the officer or shareholder designated in the written consent and must set out (1) the name of the corporation, the names and addresses of its officers under AS 10.06.483 , the names and addresses of its directors, and the statement that the corporation has elected to wind up and dissolve;

(2) the number of shares voting for the election if the election was made by the vote of shareholders and a statement that the election was made by shareholders representing at least two-thirds of the voting power under AS 10.06.605 (a)(1);

(3) a copy of the written consent signed by all shareholders of the corporation if the election was made by the written consent of the shares;

(4) circumstances showing the corporation to be within one of the categories described in AS 10.06.605 (b) if the election was made by the board under that subsection.

(c) An original and an exact copy of the certificate conforming to (b) of this section shall be delivered to the commissioner for processing according to AS 10.06.910 .
Alaska Stat. § 10.50.610 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.610
Execution of registration application.
Status: in_force

An application for registration filed by a foreign limited liability company under AS 10.50.605 shall be signed by a person who is authorized by the law of the state or other jurisdiction where the company was organized to sign the application.
Alaska Stat. § 10.13.010 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.010
Purposes.
Status: in_force

The purposes of this chapter are to (1) promote economic development by encouraging the formation of one or more BIDCOs to help meet the financing assistance and management assistance needs of businesses in the state;

(2) establish a system of licensing, regulation, and enforcement to enable a BIDCO to satisfy the eligibility requirements for participating in programs that further the purposes of the BIDCO;

(3) encourage capital sources to invest in and lend money to BIDCOs by providing for BIDCOs a system of licensing, regulation, and enforcement designed to prevent fraud, conflict of interest, and mismanagement, and to promote competent management, accurate record keeping, and appropriate communication with shareholders;

(4) safeguard the general reputation of BIDCOs in order to increase the confidence of prospective equity investors in and prospective debt sources for BIDCOs.
Alaska Stat. § 10.30.130 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.130
Plans of grounds and cemetery lots.
Status: in_force

A cemetery association or nonprofit cemetery corporation shall have a plan of its grounds and cemetery lots as laid out made and recorded in a book kept for that purpose by the clerk of the association or the secretary of the corporation. The cemetery lots shall be numbered by consecutive numbers.
Alaska Stat. § 10.50.760 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.760
Filing of biennial report.
Status: in_force

(a) A biennial report required by AS 10.50.750 shall be filed with the department and is due before January 2 of the filing year. A limited liability company filing articles of organization and a foreign limited liability company registering during an even-numbered year shall file the biennial report each even-numbered year. A limited liability company filing articles of organization and a foreign limited liability company registering during an odd-numbered year shall file the biennial report each odd-numbered year. The biennial report is delinquent if not filed before February 1 of each odd- or even-numbered year as provided in this section.

(b) Proof to the satisfaction of the department that on or before February 1 the report was deposited in the United States mail in a sealed envelope, properly addressed with postage prepaid, is compliance with (a) of this section.

(c) The department shall file the report if it conforms to the requirements of this chapter. If the department finds that the report does not conform to the requirements of this chapter, the report shall promptly be returned to the company for necessary corrections.

(d) Upon receipt of a form from the department, a limited liability company shall file a biennial report within six months after original organization.
Alaska Stat. § 10.15.505 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.505
Involuntary dissolution and cancellation of corporate filings.
Status: in_force

The provisions in AS 10.06 (Alaska Corporations Code) relating to involuntary dissolution of business corporations and to the cancellation of certain corporate filings apply to cooperatives.
Alaska Stat. § 10.20.256 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.256
Filing of articles of merger or consolidation with commissioner.
Status: in_force

(a) Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the commissioner. Upon finding that the articles conform to law, the commissioner shall, when all fees prescribed in 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 merger or a certificate of consolidation and affix the other duplicate original to it.

(b) The certificate of merger or certificate of consolidation, together with the duplicate original of the articles of merger or articles of consolidation affixed shall be returned to the surviving or new corporation or its representative.
Alaska Stat. § 10.13.810 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.810
Taking possession of licensee.
Status: in_force

(a) If the department finds that a factor in AS 10.13.800 is true with respect to a licensee and that it is necessary for the protection of the interests of the licensee or of the public, the department may take immediate possession of the property and business of the licensee and appoint a conservator for the licensee.

(b) The department may appoint as conservator one of the employees of the department or another competent and disinterested person. The department shall be reimbursed out of the assets of the conservatorship for all money expended by the department in connection with the conservatorship. Upon the approval of the department, the expenses of the conservatorship paid for by the department shall be paid out of the assets of the licensee. Payment of the department expenses shall take priority over other payments from the assets and shall be fully paid before a final distribution is made.

(c) Under the direction of the department, the conservator shall take possession of the books, records, and assets of the licensee and shall take other action that is necessary to conserve the assets of the licensee or to ensure payment of obligations of the licensee pending further disposition of the licensee's business.

(d) At an appropriate time, the department may terminate the conservatorship and permit the licensee to resume the transaction of the licensee's business subject to the terms, conditions, restrictions, and limitations the department prescribes.
Alaska Stat. § 10.06.783 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.783
Form and execution of application for withdrawal.
Status: in_force

An application for withdrawal shall be made on forms prescribed and furnished by the commissioner and shall be executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary, or, if the corporation is in the hands of a receiver or trustee, the application shall be executed on behalf of the corporation by the receiver or trustee.
Alaska Stat. § 10.06.675 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.675
Recovery of amounts improperly distributed.
Status: in_force

(a) If a distribution of assets has been made in the process of winding up a corporation without a court order and without prior payment or adequate provision for payment of the debts and liabilities of the corporation, the amount improperly distributed to a shareholder may be recovered by the corporation. Shareholders who received an improper distribution may be joined as a party in the same action.

(b) Suit may be brought in the name of the corporation to enforce the liability under (a) of this section against a shareholder receiving an improper distribution by a creditor of the corporation, whether or not the creditor has reduced the claim of the creditor to judgment.

(c) A shareholder who satisfies a liability under this section has the right of ratable contribution from other distributees who are similarly liable. A shareholder who has been compelled to return to the corporation more than the shareholder's ratable share of the amount needed to pay the debts and liabilities of the corporation may require that the corporation recover from any or all of the other distributees the proportion of the amounts received by them by the improper distribution necessary to give contribution to shareholders held liable under this section and to make the distribution of the assets fair and ratable, according to the respective rights and preferences of the shares, after payment or adequate provision for payment of all the debts and liabilities of the corporation.

(d) In this section, process of winding up includes proceedings under AS 10.06.605  10.06.678 and other distributions of assets to shareholders made in contemplation of termination or abandonment of the corporate business.
Alaska Stat. § 10.20.570 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.570
Form and execution of application for withdrawal.
Status: in_force

The application for withdrawal shall be made on forms prescribed and furnished by the commissioner and shall be executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary, or, if the corporation is in the hands of a receiver or trustee, the application shall be executed on behalf of the corporation by the receiver or trustee.
Alaska Stat. § 10.50.440 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.440
Unknown claims against dissolved limited liability company.
Status: in_force

(a) If a limited liability company publishes a newspaper notice in accordance with (b) of this section and files articles of dissolution under AS 10.50.430 , the following claims are barred unless the claimant commences a proceeding to enforce the claim against the company within three years after the later of the publication date of the newspaper notice or the filing of the articles of dissolution: (1) a claim by a claimant who did not receive written notice under AS 10.50.435 ;

(2) a claim sent within the time allowed if the company does not act on the claim;

(3) a claim that is contingent or based on an event occurring after the effective date of dissolution.

(b) The notice published under (a) of this section shall be published once in a newspaper of general circulation in the judicial district where the company's principal office, or its registered office if it does not have a principal office in this state, is located in this state, and must (1) describe the information that must be included in a claim;

(2) provide a mailing address where the claim may be sent;

(3) state that a claim against the company is barred unless a proceeding to enforce the claim is begun within three years after the publication of the notice; and

(4) request that persons with claims against the company present them in writing to the company as provided in the notice.

(c) A claim may be enforced under this section (1) against the company to the extent of the company's undistributed assets; or

(2) if the company's assets have been distributed in liquidation, against a member of the company to the extent of the member's pro rata share of the claim or of the assets of the company distributed to the member in liquidation, whichever is less; a member's total liability for all claims under this section may not exceed the total amount of assets of the company that are distributed to the member.

Article 12. Merger, Consolidation, and Conversion.
Alaska Stat. § 10.50.660 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.660
Contents of application for cancellation.
Status: in_force

An application for cancellation filed by a foreign limited liability company must state (1) the name of the company and the state or other jurisdiction where the company was organized;

(2) that the company is not conducting affairs in this state;

(3) that the company cancels its registration in this state;

(4) that the company revokes the authority of its registered agent for service of process in this state and consents that service of process may subsequently be made on the company by service on the commissioner for a cause of action arising in this state during the time the company was registered in this state; and

(5) an address for mailing a copy of a process to the company.
Alaska Stat. § 10.50.155 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.155
Membership requirements.
Status: in_force

(a) A person may become a member in a limited liability company if the person acquires a limited liability company interest (1) directly from the limited liability company (A) in compliance with an operating agreement of the company; or

(B) with the written consent of all of the members of the company if an operating agreement of the company does not provide for acquiring an interest directly from the company; or

(2) by assignment of the interest by a company member in compliance with AS 10.50.165 .

(b) A limited liability company must have one or more members.
Alaska Stat. § 10.50.390 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.390
Rights of dissolved or terminated entity.
Status: in_force

If a member who is not an individual terminates or is dissolved, the member's legal representative or successor has the rights of an assignee of the member's interest.
Alaska Stat. § 10.20.450 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.450
Survival of remedy after dissolution.
Status: in_force

The dissolution of a corporation either by (1) the issuance of a certificate of dissolution by the commissioner, or (2) a decree of the court when the court has not liquidated the assets and business of the corporation as provided in this chapter, or (3) by expiration of its period of duration, does not take away or impair a remedy available to or against the corporation, its directors, officers, or members, for a right or claim existing, or a liability incurred, before dissolution if an action or other proceeding is commenced within two years after the date of dissolution. The action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers may take appropriate action to protect the remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, it may amend its articles of incorporation at any time during the two year period in order to extend its period of duration.
Alaska Stat. § 10.50.295 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.295
Interim distributions under operating agreement.
Status: in_force

Subject to AS 10.50.305  10.50.320, if a limited liability company makes an interim distribution of its assets to its members, the company shall make the distribution to the members in the manner provided in an operating agreement of the company. The operating agreement of the company may authorize different interim distributions for different classes of members.
Alaska Stat. § 10.06.552 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.552
Filing of articles of merger, consolidation, or exchange.
Status: in_force

An original and an exact copy of the articles of merger, consolidation, or exchange shall be delivered to the commissioner for processing according to AS 10.06.910 and for the issuance of a certificate of merger, consolidation, or exchange.
Alaska Stat. § 10.06.413 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.413
Voting list; liability.
Status: in_force

(a) At least 20 days before each meeting of shareholders, the officer or agent having charge of the stock transfer books for shares of a corporation shall make a list of the shareholders entitled to vote at the meeting or an adjournment of the meeting arranged in alphabetical order, with the address of and the number of shares held by each shareholder. The list shall be kept on file at the registered office of the corporation and is subject to inspection by a shareholder or the agent or attorney of a shareholder at any time during usual business hours for a period of 20 days before the meeting. The list shall also be produced and kept open at the time and place of the meeting and subject to the inspection of a shareholder during the meeting, or the list shall be kept available for the meeting on a reasonably accessible electronic network where the information required to gain access to the list is provided with the notice of the meeting. If the corporation makes the list available on an electronic network, the corporation may take reasonable steps to ensure that the information is available only to shareholders of the corporation. The original stock transfer books are prima facie evidence as to the shareholders who are entitled to examine the list or transfer books or to vote at a meeting of shareholders.

(b) Failure to comply with the requirements of this section does not affect the validity of the action taken at the meeting.

(c) An officer or agent having charge of the stock transfer books who fails to prepare the list of shareholders, keep it on file for a period of 20 days, or produce and keep it open for inspection at the meeting, as provided in this section, is liable for a penalty of $5,000 and shall pay this sum to a shareholder who makes a written request for performance of the duties imposed by this section.
Alaska Stat. § 10.50.030 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.030
Right to reserve name.
Status: reserved

The exclusive right to use a name may be reserved by a (1) person intending to organize a limited liability company and to adopt the name;

(2) person intending to organize a foreign limited liability company and to register under this chapter;

(3) limited liability company, or a foreign limited liability company registered under this chapter, that intends to change its name; or

(4) foreign limited liability company that intends to register under this chapter and to adopt the name.
Alaska Stat. § 10.10.200 — AK Code / Title 10 / Chapter 10.10 / Section 10.10.200
Corporation a state development company.
Status: in_force

A corporation organized under the provisions of this chapter shall be a state development company, as defined in 15 U.S.C. 661  696 (Small Business Investment Act of 1958), or any other similar federal legislation, and shall be authorized to operate on a statewide basis.
Alaska Stat. § 10.13.730 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.730
Cease and desist orders for unsafe and unsound acts.
Status: in_force

After notice and a hearing, if the department determines that a licensee or subject person of a licensee has engaged in or that there is a reasonable cause to believe that the licensee or subject person is about to engage in an unsafe or unsound act with respect to the business of the licensee, 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. § 10.30.055 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.055
Formation of nonprofit cemetery corporation.
Status: in_force

As an alternative to the provisions of AS 10.30.010  10.30.050, a cemetery may be incorporated under AS 10.20 . A nonprofit cemetery corporation is subject to the provisions of AS 10.20 except to the extent that those provisions conflict with the provisions of this chapter relating to cemetery corporations.
Alaska Stat. § 10.20.161 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.161
Effect of issuance of certificate of incorporation.
Status: in_force

Upon the issuance of the certificate of incorporation, the corporate existence begins. The certificate of incorporation is conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated. The issuance of the certificate does not affect the right of the state to bring a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.
Alaska Stat. § 10.40.130 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.130
Service of process.
Status: reserved

(a) A corporation organized under this chapter shall continuously maintain on file with the department the name and address of a person designated to act as agent for the purpose of accepting service of process.

(b) When a corporation fails to designate such a person and maintain this information on file, the commissioner is the agent upon whom process may be served. Service on the commissioner shall be made in the same manner as provided in AS 10.06 .

(c) [Repealed, § 61 ch 50 SLA 1989.]
Alaska Stat. § 10.06.845 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.845
Biennial corporation tax; penalty for nonpayment.
Status: in_force

(a) A domestic corporation and a foreign corporation doing business in this state or having its articles of incorporation on file with the department shall, before January 2 of each filing year, pay to the commissioner a biennial corporation tax as follows: domestic corporation, $100; foreign corporation, $200. A corporation that fails to pay the biennial corporation tax before February 1 of the filing year must pay to the commissioner a penalty of $25 for each year or part of a year of delinquency.

(b) Proof to the satisfaction of the commissioner that on or before February 1 the tax or report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is compliance with (a) of this section.

(c) Corporate entities organized under AS 10.20 are not required to pay the biennial corporation tax imposed by this section.
Alaska Stat. § 10.06.935 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.935
Waiver of notice.
Status: in_force

If notice is required to be given to a shareholder or director of a corporation under the provisions of this chapter or under the provisions of the articles or bylaws of the corporation, a waiver of the notice in writing signed by the person entitled to notice, whether before or after the time stated for notice, is equivalent to the giving of notice.
Alaska Stat. § 10.50.645 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.645
Service on commissioner.
Status: in_force

When a foreign limited liability company that is registered under this chapter, or that conducts affairs in this state without being registered under this chapter, fails to appoint or maintain a registered agent in this state, when a registered agent cannot with reasonable diligence be found at the registered office, or when the registration of a foreign company is suspended or revoked, the commissioner is an agent upon whom process, notice, or demand may be served. Service is made upon the commissioner as provided in AS 10.50.065 (b).
Alaska Stat. § 10.55.603 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.603
Filing, service, and copying fees.
Status: in_force

(a) The department shall collect a fee each time process is served on the commissioner under this chapter. The party to a proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding.

(b) The department shall collect the fees for copying and certifying the copy of any document filed under this chapter for copying and for the certificate.

(c) The department shall collect fees when the following documents are delivered for filing: (1) statement of merger;

(2) statement of abandonment of merger;

(3) statement of interest exchange;

(4) statement of abandonment of interest exchange;

(5) statement of conversion;

(6) statement of abandonment of conversion;

(7) statement of domestication;

(8) statement of abandonment of domestication.

(d) The department shall establish by regulation under AS 44.62 (Administrative Procedure Act) the amount of the fees to be collected under this section.
Alaska Stat. § 10.20.211 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.211
Filing of restated articles of incorporation with commissioner.
Status: in_force

(a) Duplicate originals of the restated articles of incorporation shall be delivered to the commissioner. Upon finding that the restated articles of incorporation conform to law, the commissioner shall, when all fees prescribed in 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 restated certificate of incorporation and affix the other duplicate original to it.

(b) The restated certificate of incorporation, together with the duplicate original of the restated articles of incorporation affixed by the commissioner, shall be returned to the corporation or its representative.

Article 4. Merger, Consolidation, and Disposition of Assets.
Alaska Stat. § 10.25.170 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.170
Quorum of board.
Status: in_force

A majority of the board of directors constitutes a quorum.
Alaska Stat. § 10.50.040 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.040
Registration of company name.
Status: in_force

A limited liability company or a foreign limited liability company may register its name if the name is distinguishable on the records of the department under AS 10.50.025 .
Alaska Stat. § 10.40.110 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.110
Succession to property upon death, resignation, or removal of person incorporated as corporation sole.
Status: in_force

In the event of the death or resignation of the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or member of the clergy, who has formed a corporation under this chapter, or such a person's removal from office by the person or body having removal authority, the successor in office as the corporation sole is vested with the title of all property held by the successor's predecessor with the same power and authority over the property, subject to all the legal liabilities and obligations with reference to the property. The successor shall record in the office of each recording district in which the corporation owns real property a certificate of the successor's commission or certified copy of a letter of election or appointment.
Alaska Stat. § 10.06.760 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.760
Filing of statement of change.
Status: in_force

A statement of change under AS 10.06.758 shall be executed by the corporation by its president or a vice-president and delivered to the commissioner. If the commissioner finds that the statement conforms to the provisions of this chapter, the commissioner shall file the statement in the office of the commissioner and, upon the filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, becomes effective.
Alaska Stat. § 10.06.820 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.820
Confidentiality of information disclosed by interrogatories.
Status: in_force

Interrogatories and answers propounded and obtained under AS 10.06.818 are not open to public inspection and the commissioner may not disclose facts or information obtained from the interrogatories except as the official duty of the commissioner requires or unless the interrogatories or the answers are required for evidence in criminal proceedings or other action by the state.
Alaska Stat. § 10.13.280 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.280
Department approval to hold control of other businesses.
Status: in_force

(a) With the approval of the department, a licensee may acquire and hold control of a business not otherwise allowed under AS 10.13.250  10.13.270.

(b) The department may not approve an application under (a) of this section unless the department determines that (1) the acquisition and control will not cause the amount of the licensee's investments in businesses covered by this section to exceed 15 percent of the assets of the licensee; and

(2) in the department's judgment the approval will promote the purposes of this chapter.

(c) An approval under (a) of this section may not be for a period of more than three years, unless the department determines that a longer period is necessary and consistent with the purposes of this chapter.
Alaska Stat. § 10.20.535 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.535
Records of commissioner.
Status: in_force

The commissioner shall keep a record of all processes, notices, or demands served under AS 10.20.525 and 10.20.530, and shall record the time of service and the commissioner's action with reference to the service.
Alaska Stat. § 10.13.500 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.500
Judicial review.
Status: in_force

A final order, decision, license, or other official act of the department under this chapter is subject to judicial review by the superior court under the applicable rules of court.
Alaska Stat. § 10.06.328 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.328
Irrevocability of subscriptions for shares.
Status: in_force

A subscription for shares of a corporation to be organized is irrevocable for a period of six months, unless the subscription agreement provides otherwise or unless all of the subscribers consent to the revocation of the subscription.
Alaska Stat. § 10.06.668 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.668
Provision for payment of debt or liability.
Status: in_force

The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if (1) payment of the debt or liability has been assumed or guaranteed in good faith by one or more financially responsible corporations or other persons or by the United States government or an agency of the United States, and the provision was determined in good faith and with reasonable care by the board to be adequate at the time of distribution of the assets by the board under AS 10.06.605  10.06.678; or

(2) the amount of the debt or liability has been deposited as provided in AS 10.06.653 .
Alaska Stat. § 10.15.005 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.005
Purposes for which cooperatives may be organized.
Status: in_force

A cooperative may be organized under this chapter for any lawful purpose, except for the purpose of banking or insurance or the furnishing of electric or telephone or related telecommunications service.
Alaska Stat. § 10.25.280 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.280
Effect of consolidation or merger.
Status: in_force

(a) In the case of a consolidation the existence of the consolidating cooperatives ceases and the articles of consolidation are the articles of incorporation of the new cooperative. In the case of a merger the separate existence of the merging cooperatives ceases and the articles of incorporation of the surviving cooperative are amended to the extent that changes are provided for in the articles of merger.

(b) The rights, privileges, immunities, and franchises, and all real and personal property including, without limitation, applications for membership, all debts due on whatever account, and all other choses in action, of the consolidating or merging cooperatives are transferred to and vested in the new consolidated or surviving cooperative without further act or deed.

(c) The new consolidated or surviving cooperative is responsible and liable for the liabilities and obligations of each of the consolidating or merging cooperatives and a claim existing or action or proceeding pending by or against the consolidating or merging cooperatives may be prosecuted as if the consolidation or merger had not taken place, but the new consolidated or surviving cooperative may be substituted in its place.

(d) Neither the rights of creditors nor liens upon the property of the cooperatives are impaired by the consolidation or merger.
Alaska Stat. § 10.20.201 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.201
Execution of restated articles of incorporation.
Status: in_force

Upon approval, the restated articles of incorporation shall be executed in duplicate by the corporation by its president or a vice-president and by its secretary or assistant secretary.
Alaska Stat. § 10.20.131 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.131
Books and records; inspection.
Status: in_force

(a) A corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in the state a record of the names and addresses of its members entitled to vote.

(b) All books and records of a corporation may be inspected by any member, or an agent or attorney for the member, for any proper purpose at any reasonable time.
Alaska Stat. § 10.15.295 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.295
Unclaimed distribution, redemptions, or payments.
Status: in_force

A distribution of net margins by a cooperative or a redemption of or payment based upon a security, which remains unclaimed six years after the date authorized for payment, redemption, or retirement may be forfeited by the board. The amount forfeited may revert to the cooperative, if, at least six months prior to the declared date of forfeiture, notice that the payment is available has been mailed to the last known address of the person shown by the cooperative's records to be entitled to it or, if the address is unknown, is published as provided by law for the publication of summons.
Alaska Stat. § 10.15.130 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.130
Voting by members.
Status: in_force

(a) Each member has one vote except that bylaws may authorize voting according to actual, estimated or potential patronage, or a combination of these plans of voting. Shares of stock may not be given voting power except in the specific instances authorized by this chapter.

(b) Members may not vote by proxy. However, a member that is a corporation, association or partnership may designate a representative to cast its vote. In the absence of written notice that a person has been designated to represent a member which is other than a natural person, the member may be represented by any of its principal officers.

(c) If the bylaws of a cooperative provide for the formation of districts and the election of delegates at district meetings to represent their districts in member meetings, this representation is not considered voting by proxy. The delegates shall cast the votes to which members represented by them are entitled on those matters not covered by mail ballots submitted to all members.

(d) If the bylaws so provide, the board may have submitted by mail ballot any question to be voted on at a member meeting, including the election of directors. In this event the secretary shall mail to each member, along with the notice of the meeting, the ballot on each question and a voting envelope. The ballot shall be cast in a sealed envelope authenticated by the member's signature. A vote cast by mail shall be counted as if the member were present and voting in person.

(e) The bylaws may set forth provisions, not inconsistent with this chapter, relating to the methods and procedures for voting.
Alaska Stat. § 10.40.080 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.080
Requirements for instruments.
Status: in_force

All deeds and other instruments of writing shall be made in the name of the corporation and signed by the person representing the corporation in the official capacity designated in the articles of incorporation, and sealed with the seal of the corporation.
Alaska Stat. § 10.20.630 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.630
Filing of biennial report of domestic and foreign corporations.
Status: reserved

(a) The biennial report of a domestic or foreign corporation must be delivered to the commissioner before July 2 of the reporting year. A domestic corporation filing its articles of incorporation and a foreign corporation receiving a certificate of authority during an even-numbered year must file the biennial report before July 2 of each even-numbered year. A corporation filing its articles of incorporation or receiving its certificate of authority during an odd-numbered year must file the biennial report before July 2 of each odd-numbered year. The biennial report is delinquent if not filed before August 1 of each odd or even year as provided in this section. Delinquent returns are subject to the penalty prescribed in AS 10.20.325 .

(b) [Repealed, § 48 ch 170 SLA 1976.] (c) Proof to the satisfaction of the commissioner that before August 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is compliance with (a) of this section.

(d) Upon finding that the report conforms to the requirements of this chapter, the commissioner shall file it. Upon finding that it does not conform to the requirements of this chapter, the commissioner shall return it promptly to the corporation for necessary corrections. If the report is corrected to conform to the requirements of this chapter and returned to the commissioner in sufficient time to be filed before October 1 of the year in which it is due, the penalties for failure to file the report provided in AS 10.20.645 do not apply.
Alaska Stat. § 10.13.770 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.770
Hearings on orders; rescission and modification.
Status: in_force

(a) Within 30 days after an order is issued under AS 10.13.710 , 10.13.740, 10.13.750(c), or 10.13.760, the licensee or subject person of a licensee to whom the order is directed may file with the department an application for a hearing on the order.

(b) If the department fails to promptly notify the office of administrative hearings ( AS 44.64.010 ) of the application and the office fails to begin a hearing within 15 business days after the application is filed or within a longer period to which the licensee or subject person consents, the order shall be considered rescinded.

(c) After the hearing, the department shall affirm, modify, or rescind the order.

(d) A person to whom an order is issued under this section may apply to the department to modify or rescind the order. The department may not modify or rescind the order unless the department determines that it is in the public interest to do so and that it is reasonable to believe that the person will comply with this chapter.

(e) The right of a licensee or subject person to whom an order is issued under AS 10.13.710 , 10.13.740, 10.13.750(c), or 10.13.760 to an interlocutory review of the order is not affected by the failure of the licensee or subject person to apply to the department for a hearing on the order issued under this section.
Alaska Stat. § 10.20.405 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.405
Compensation of receiver and attorneys.
Status: in_force

The court may allow from time to time, as expenses of the liquidation, compensation to the receiver and to attorneys in the proceeding, and direct the payment of compensation out of the assets of the corporation or the proceeds of a sale or disposition of assets.
Alaska Stat. § 10.06.150 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.150
Registered office and registered agent.
Status: in_force

A corporation shall continuously maintain in this state a registered agent and a registered office. The registered office may be the same as the place of business of the corporation. The registered agent may be either an individual resident of this state whose business office is the same as the registered office, or a domestic or foreign corporation authorized to transact business in this state whose business office is the same as the registered office.
Alaska Stat. § 10.06.510 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.510
Execution and content of articles of amendment.
Status: in_force

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

(2) amendment adopted;

(3) date of the approval of the amendment by the board and outstanding shares, or by the board if shares have not been issued;

(4) number of shares outstanding and the number of shares entitled to vote, and, if the shares of a class are entitled to vote as a class, the designation and number of outstanding shares of each class entitled to vote;

(5) number of shares voted for and against the amendment and, if the shares of a class are entitled to vote as a class, the number of shares of each class voted for and against the amendment or, if shares have not been issued, a statement to that effect; and

(6) manner in which an exchange, reclassification, or cancellation of issued shares is to be carried out if the amendment provides for an exchange, reclassification, or cancellation of issued shares and is not set out in the amendment.
Alaska Stat. § 10.06.425 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.425
Voting trusts and agreements among shareholders.
Status: in_force

(a) Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a copy of the agreement with the corporation at its registered office, and by transferring their shares to the trustee or trustees for the purpose of the agreement. The trustee or trustees shall keep a record of the holders of voting trust certificates evidencing a beneficial interest in the voting trust, giving the names and addresses of all the holders and the number and class of the shares for which the voting trust certificates are issued, and shall deposit a copy of the record with the corporation at its registered office. The copies of the voting trust agreement and the record deposited with the corporation are subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation under AS 10.06.430 , and the copies of the agreement and the record are subject to examination by a holder of record of voting trust certificates, either in person or by agent or attorney, at a reasonable time for a proper purpose. This subsection does not invalidate an irrevocable proxy complying with AS 10.06.418 (e).

(b) Shareholders may enter into a voting agreement or any other agreement if the agreement is consistent with this chapter.
Alaska Stat. § 10.55.502 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.502
Plan of domestication.
Status: in_force

(a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain (1) the name and type of the domesticating entity;

(2) the name and jurisdiction of organization of the domesticated entity;

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

(4) the proposed public organic document of the domesticated entity, if the domesticated entity is a filing entity;

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

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

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

(b) A plan of domestication may contain any other provision not prohibited by law.
Alaska Stat. § 10.06.383 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.383
Inapplicability to winding up and involuntary or voluntary dissolution.
Status: in_force

AS 10.06.305  10.06.390 do not apply in a proceeding for winding up and dissolution under AS 10.06.605  10.06.678.
Alaska Stat. § 10.20.305 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.305
Revocation of voluntary dissolution proceedings.
Status: in_force

(a) A corporation may, at any time before the issuance of a certificate of dissolution by the commissioner, revoke the action taken to dissolve the corporation, in the manner set out in this section.

(b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of revocation be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.

(c) If there are no members, or no members entitled to vote, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(d) Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote on it, the corporation may again conduct its affairs.

(e) Upon the adoption of the resolution, a copy shall immediately be filed with the commissioner. The resolution must state the number of members and the number of directors voting for and against it.
Alaska Stat. § 10.06.542 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.542
Disparate treatment of shares of the same class or series prohibited; exceptions.
Status: in_force

(a) Except as provided in (b) of this section all shares of the same class or series shall be treated equally with respect to a distribution of shares, cash, property, rights, or securities in any plan of merger, consolidation, or share exchange.

(b) Disparate treatment of shares of the same class or series may be proposed in a plan of merger, consolidation, or share exchange if (1) disparate treatment is necessary to preserve a subchapter S election under the Internal Revenue Code of 1954;

(2) there is a sound business reason for disparate treatment and proponents of the plan prove it is consistent with fiduciary duties owed to all shareholders; or

(3) there is unanimous consent of all shareholders.
Alaska Stat. § 10.50.080 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.080
Effective date of organization.
Status: in_force

A limited liability company is organized when the articles of organization for the company that conform to the filing requirements of this chapter are delivered to the department for filing under AS 10.50.820 .
Alaska Stat. § 10.06.723 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.723
Assumed corporate name.
Status: in_force

(a) If a foreign corporation applying for a certificate of authority has a name that is impermissible under any provision of AS 10.06.720 , it shall select an assumed name, acceptable under the provisions of AS 10.06.720 , under which it elects to do business in this state.

(b) The commissioner shall maintain records that cross-reference the actual and assumed names of all foreign corporations authorized to transact business in this state.
Alaska Stat. § 10.25.540 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.540
Business license and taxation of cooperatives.
Status: in_force

(a) Cooperatives under this chapter shall apply for a business license and pay the initial license fee as provided by the Alaska Business License Act ( AS 43.70 ), as amended.

(b) Before March 1 of each year, (1) each telephone cooperative shall pay to the state, instead of state and local ad valorem, income, and excise taxes that may be assessed or levied, a percentage of its gross revenue earned during the preceding calendar year;

(2) each electric cooperative shall pay to the state, instead of state and local ad valorem, income, and excise taxes that may be assessed or levied, a tax on the number of kilowatt hours of electricity sold at retail by the cooperative during the preceding calendar year.
Alaska Stat. § 10.06.710 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.710
Liability for transacting business without certificate of authority.
Status: in_force

A foreign corporation that transacts business in the state without a certificate of authority is liable to this state, for the years or portions of years during which it transacts business in the state without a certificate of authority, in an amount equal to all fees and corporation taxes that would have been imposed by this chapter on the corporation if it had applied for and received a certificate of authority to transact business in this state as required by this chapter and filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees and corporation taxes, plus a penalty of up to $10,000 per calendar year or portion of a calendar year for each year it transacts business in this state without a certificate of authority. The attorney general shall bring proceedings to recover amounts due the state under this section.
Alaska Stat. § 10.20.106 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.106
Quorum of directors.
Status: in_force

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, constitutes a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. The act of the majority of the directors present at a meeting at which a quorum is present is the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws.
Alaska Stat. § 10.06.963 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.963
Severability.
Status: in_force

If a provision of this chapter is held invalid, the invalidity does not affect other provisions of this chapter that can be given effect without the invalid provision.
Alaska Stat. § 10.25.400 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.400
Limitations on disposition of property.
Status: reserved

(a) A cooperative may not otherwise sell, lease, or dispose of more than 15 percent of the cooperative's total assets, less depreciation, as reflected on the books of the cooperative at the time of the transaction unless the transaction is authorized under this section. The transaction is approved by the affirmative vote of not less than two-thirds of the members voting on the transaction if the number of members voting to approve it constitutes a majority of all the members of the cooperative. However, notwithstanding a provision of this chapter or any other provision of law, the board of directors may, upon the authorization of a majority of those members of the cooperative voting on the issue in an election in which at least 10 percent of the eligible members return ballots, sell, lease, or otherwise dispose of all or a substantial portion of its property to another cooperative or to the state if the sale complies with (d) of this section.

(b) Before a vote to authorize the disposition or sale of more than 15 percent of the total assets of the cooperative, other than a vote to authorize disposition or sale to the state or another cooperative, the board of directors shall (1) have the tangible and intangible property that is proposed for sale appraised by two appraisers; one appraiser shall be chosen by the proposed buyer; the appraisers may not be associated with the cooperative or a proposed buyer of cooperative property; each appraiser shall deliver a copy of the appraisal to the cooperative and to the proposed buyer; the first proposed buyer shall advance to the cooperative money sufficient to pay for the appraisals; if a buyer other than the first proposed buyer purchases the assets based on the appraisals, the actual buyer shall reimburse the first proposed buyer for the cost of the appraisals;

(2) notify all cooperative members, at least 90 days in advance, of a vote on disposition of cooperative property; the notice must contain detailed proposals for disposition of the property;

(3) at least 90 days before the vote, notify all other cooperatives situated and operating in the state that the property is available for disposition and include with the notice one copy of each appraisal of the property;

(4) at least 30 days before the vote, mail to all members any alternate proposals made by another cooperative, or by cooperative members if an alternate proposal signed by at least 50 members has been submitted to the board, together with any recommendation that the board has made; and

(5) place each proposal for which notice has been given on the ballot.

(c) This section does not apply to the transfer of cooperative property under AS 10.25.240  10.25.300.

(d) The sale of a cooperative may not take effect unless the purchaser expressly agrees to comply with the terms of each collective bargaining agreement entered into between the cooperative being sold and a labor organization representing employees of the cooperative that is in effect on the date of sale.

(e) [Repealed, § 22 ch 29 SLA 2020.]
Alaska Stat. § 10.15.595 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.595
Definitions.
Status: in_force

In this chapter, unless the context otherwise requires, (1) articles means articles of incorporation;

(2) board means board of directors;

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

(4) cooperative means a cooperative corporation subject to the provisions of this chapter;

(5) corporation means a corporation that is not a cooperative;

(6) court means superior court;

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

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

(9) member means a person who has been qualified and accepted for membership in a cooperative;

(10) membership stock means a class of stock, continuous ownership of which is required for membership in a cooperative;

(11) shareholder means a holder of shares of capital stock of a cooperative other than membership stock.
Alaska Stat. § 10.50.125 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.125
Tenure of manager.
Status: in_force

(a) Unless otherwise provided in an operating agreement of the company, a manager of a limited liability company holds office until the manager's successor is elected and qualified, unless the manager resigns or is removed earlier.

(b) A manager may not resign as manager of a limited liability company except at the time or upon the happening of events specified in the operating agreement of the company. An operating agreement may provide that a manager does not have the right to resign as a manager of a limited liability company. Notwithstanding that an operating agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving notice to the members and any other managers. If the resignation of a manager violates the operating agreement of the company, in addition to any remedy otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and may offset the damages against the amount otherwise distributable to the resigning manager. If the manager was the sole manager and if, within 90 days after the resignation, the members fail to agree on the appointment of a new manager, then each member shall have a say in the management of the company that is equal to the proportion of the member's capital account in the company.
Alaska Stat. § 10.20.415 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.415
Exclusive jurisdiction of appointing court.
Status: in_force

The court appointing the receiver has exclusive jurisdiction of the corporation and its property, wherever situated.
Alaska Stat. § 10.25.330 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.330
Effect of filing certificate of dissolution and affidavit; corporate existence; involuntary dissolution.
Status: in_force

(a) Upon the filing of the certificate and affidavit by the commissioner, the cooperative shall cease to carry on its business except to the extent necessary for the winding up of business. However, its corporate existence continues until articles of dissolution have been filed by the commissioner.

(b) A cooperative that does not file its articles of dissolution within two years after the date of filing the certificate mentioned in (a) of this section shall be involuntarily dissolved by the commissioner. Before dissolving the cooperative under this subsection, the commissioner shall give the cooperative written notice of the pending dissolution by mailing the notice to the cooperative. The commissioner shall mail the notice and any subsequent certificate of dissolution to the cooperative in the same manner as required for notices and certificates of involuntary dissolution under AS 10.06.633 (i).
Alaska Stat. § 10.20.186 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.186
Filing of articles of amendment.
Status: in_force

(a) Duplicate originals of the articles of amendment shall be delivered to the commissioner. Upon finding that the articles of amendment conform to law, the commissioner shall, when all fees prescribed in 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 amendment and affix the other duplicate original to it.

(b) The certificate of amendment, together with the duplicate original of the articles of amendment affixed by the commissioner, shall be returned to the corporation or its representative.
Alaska Stat. § 10.06.833 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.833
Payments and filing for withdrawal of foreign corporation.
Status: in_force

A foreign corporation that has been issued a certificate of authority under AS 10.06.705 may withdraw from this state upon payment of all biennial corporation taxes and penalties due at the time of desired withdrawal and by filing with the department an application for a certificate of withdrawal signed by its proper officers and under its corporate seal. The fee for filing the application with the commissioner shall be established by the department by regulation.
Alaska Stat. § 10.06.648 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.648
Commencement and conduct of involuntary proceedings for winding up; cessation of business; notice.
Status: in_force

(a) Involuntary proceedings for winding up commence when an order for winding up is entered under AS 10.06.635 (b) or 10.06.645.

(b) If an involuntary proceeding for winding up has commenced, the board shall conduct the winding up of the affairs of the corporation, subject to the supervision of the court, unless other persons are appointed by the court to conduct the winding up. The directors or other persons may, subject to any restrictions imposed by the court, exercise all their powers through the executive officers of the corporation without an order of the court.

(c) If an involuntary 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 the business and except during a period the board may consider 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 directors shall mail written notice of the commencement of the proceeding for involuntary winding up to all shareholders and to all known creditors and claimants whose addresses appear on the records of the corporation, unless the order for winding up has been stayed by appeal or otherwise or the proceeding or the execution of the order has been enjoined.
Alaska Stat. § 10.15.070 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.070
Certificates representing shares.
Status: in_force

Each certificate of stock of a cooperative must bear the manual or facsimile signature of a principal officer and must include the following information: (1) the name of the cooperative, number and class of the shares represented by the certificate, the par value of each share or a statement that the shares are without par value, and if the shares are membership stock, that designation;

(2) any restrictions on the issuance or transfer of the shares;

(3) if more than one class of stock is authorized or if stock is authorized in a cooperative that requires a membership fee of its members, designation of the several classes of stock and the respective preferences, limitations, and relative rights of the classes; instead of a full statement, the information required by this paragraph may be given in summary form.
Alaska Stat. § 10.25.550 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.550
Amount of telephone cooperative gross revenue tax.
Status: in_force

The telephone cooperative gross revenue tax shall be computed as follows: (1) one percent of gross revenue for cooperatives that have furnished telephone service to consumers for less than five years as of December 31 of the preceding calendar year;

(2) two percent of gross revenue for cooperatives that have furnished telephone service to consumers for five years or longer as of December 31 of the preceding calendar year.
Alaska Stat. § 10.35.500 — AK Code / Title 10 / Chapter 10.35 / Section 10.35.500
Definitions.
Status: in_force

In this chapter, (1) business means any commercial or industrial enterprise which is not incorporated and which may be owned by a person or persons, partnership, firm, association, or organization;

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

(3) department means the Department of Commerce, Community, and Economic Development.
Alaska Stat. § 10.06.524 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.524
Filing of amendment of articles in reorganization proceedings.
Status: in_force

An original and an exact copy of the articles of amendment in reorganization proceedings shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of amendment.
Alaska Stat. § 10.13.660 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.660
Compensation of associate.
Status: in_force

(a) An associate of a licensee may not directly or indirectly receive from a person to whom the licensee provides financing assistance (1) compensation in connection with the providing of the financing assistance; or

(2) other things of value for procuring, influencing, or attempting to procure or influence the licensee's action with respect to providing the financing assistance.

(b) This section does not apply to the receipt of fees by an associate of a licensee for bona fide services performed by the associate if (1) the associate, with the consent and knowledge of the person to whom the financing assistance is provided, is designated by the licensee to perform the services;

(2) the services are appropriate and necessary under the circumstances;

(3) the fees for the services are approved as reasonable by the licensee; and

(4) the fees for the services are collected by the licensee, and the licensee pays the associate.
Alaska Stat. § 10.50.320 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.320
Liability of members receiving prohibited distributions; suit against members.
Status: in_force

(a) A member of a limited liability company who receives a distribution prohibited by this chapter with knowledge of facts indicating the impropriety of the distribution is liable to the company for the benefit of all of the creditors or members entitled to institute an action under (b) of this section for the amount received by the member with interest at the legal rate on judgments until paid. The liability of the member under this subsection may not exceed the liabilities of the company owed to nonconsenting creditors at the time of the violation and the injury suffered by nonconsenting members.

(b) Suit may be brought in the name of the company to enforce the liability to (1) creditors arising under (a) of this section for a violation of AS 10.50.305 against any or all members liable by any one or more creditors of the company whose debts or claims arose before the time of the distribution to members and who have not consented to the distribution, whether or not they have reduced their claims to judgment; or

(2) members arising under (a) of this section for a violation of AS 10.50.305 against any or all members liable by any one or more members holding preferred limited liability company interests outstanding at the time of the distribution who have not consented to the distribution, without regard to the provisions of AS 10.50.735 .

(c) A member sued under this section may compel contribution from all other members liable under this section.

(d) This section does not affect the liability that a member may have under other applicable law.
Alaska Stat. § 10.06.813 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.813
Filing notice of change of officers, directors, five percent shareholders, and alien affiliates.
Status: in_force

(a) In the event of a change of an officer, director, or alien affiliate of a corporation during the first year of the biennial reporting period or a change in a five percent shareholder before September 30 of the first year of the biennial reporting period, the corporation shall file a notice of change amending the biennial report of the corporation before the following January 2.

(b) The notice shall be filed with the commissioner and shall state the name and current mailing address of each director, officer, five percent shareholder, or alien affiliate not included in the corporation's last filed biennial report, and the name of the person replaced and the office held. The notice shall be signed by the president or vice-president of the corporation.
Alaska Stat. § 10.13.150 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.150
Dividends.
Status: in_force

(a) A licensee may not pay or obligate itself to pay a cash dividend or dividend in kind to the licensee's shareholders unless the payment is consistent with a dividend policy that has been adopted by the licensee and approved by the department.

(b) When approving dividend policies under this section, the department shall consider the special characteristics of BIDCOs and the diverse range of dividend policies that are potentially appropriate for a BIDCO, without allowing the licensee to engage in unsafe or unsound acts that could threaten the viability of the licensee as an ongoing BIDCO by eroding its capital base.

(c) The department may at any time withdraw a previous approval of a dividend policy if the department determines that the withdrawal is necessary to prevent unsafe or unsound acts.
Alaska Stat. § 10.20.670 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.670
Appeal from revocation of certificate of authority.
Status: in_force

If the commissioner revokes the certificate of authority of a foreign corporation to transact business in the state under this chapter, the foreign corporation may appeal to the superior court by filing with the clerk of the court a petition 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. § 10.50.095 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.095
Operating agreement.
Status: in_force

The members of a limited liability company may adopt an operating agreement for the company and may amend and repeal the agreement. The articles of organization may restrict or eliminate the power of the members to adopt, amend, or repeal an operating agreement.
Alaska Stat. § 10.06.735 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.735
Effect of certificate of authority.
Status: in_force

Upon the issuance of a certificate of authority by the commissioner, the corporation may transact business in this state for the purpose set out in its application, subject, however, to the right of this state to suspend or revoke the authority as provided in this chapter.
Alaska Stat. § 10.20.925 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.925
Short title.
Status: in_force

This chapter may be cited as the Alaska Nonprofit Corporation Act.
Alaska Stat. § 10.20.631 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.631
Filing notice of change of officers or directors.
Status: in_force

(a) In the event of a change of an officer or director during the year following the filing of the biennial report, the corporation must file a notice of change amending the report before July 2 of that year.

(b) The notice must be filed in the office of the commissioner and must state the name and current address of a director or officer not stated in the corporation's last filed biennial report, and the name of the person replaced and the office held. The notice must be signed by an officer of the corporation.

Article 8. Fees and Charges.
Alaska Stat. § 10.06.438 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.438
Liability of shareholders, subscribers, and others arising out of shares.
Status: in_force

(a) A holder of or subscriber to shares of a corporation is under no obligation to the corporation or its creditors as holder or subscriber with respect to the shares other than the obligation to pay the corporation the full consideration for which the shares were issued or to be issued.

(b) An assignee or transferee of shares, or of a subscription for shares, in good faith and without knowledge or notice that the full consideration has not been paid, is not personally liable to the corporation or its creditors for any unpaid portion of the consideration.

(c) An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver is not personally liable to the corporation or its creditors for any unpaid portion of the consideration.

(d) A pledgee or other holder of shares as collateral security is not personally liable as a shareholder.

Article 6. Directors, Officers, Employees, and Agents.
Alaska Stat. § 10.50.280 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.280
Liability for contributions.
Status: in_force

(a) Notwithstanding AS 09.25.010  09.25.020, a promise by a member of a limited liability company to contribute property or services to the company is not enforceable unless the promise is stated in a writing signed by the member.

(b) Unless otherwise provided in an operating agreement of the company, a member of a limited liability company is liable for performing an enforceable promise made to the company to contribute property or services, even if the member is unable to perform because of death, disability, or another reason.

(c) If a member of a limited liability company does not make the member's required contribution of property or services, the member shall, at the option of the company, contribute cash equal to that portion of value of the required contribution that has not been made.

(d) Unless otherwise provided in an operating agreement of the company, an assignor of a limited liability company interest is not released from the assignor's liability to the company under this section, even if the assignee becomes a member with respect to the assigned interest.
Alaska Stat. § 10.20.016 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.016
Defense of ultra vires.
Status: in_force

(a) An act of a corporation and a conveyance or transfer of real or personal property to or by a corporation is not invalid because the corporation did not have capacity or power to perform the act or to convey or receive the property. However, lack of capacity or power may be asserted as provided in this section.

(b) The assertion may be made in a proceeding by a member or director against the corporation to enjoin the performance of an act or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is being or is to be performed or made under a contract to which the corporation is a party, the court may, if the parties to the contract are parties to the proceeding and if the court considers it equitable, set aside and enjoin the performance of the contract. In so doing the court may allow compensation to the corporation or to the other parties to the contract for the loss or damage sustained by either of them resulting from the action of the court in setting aside and enjoining the performance of the contract. The court may not award anticipated profits to be derived from the performance of the contract as a loss or damage sustained.

(c) The assertion may be made in a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the incumbent or former officers or directors of the corporation.

(d) The assertion may be made in a proceeding by the attorney general to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.
Alaska Stat. § 10.06.353 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.353
Full payment required for share.
Status: in_force

A share with or without a certificate may not be issued until the share is fully paid.
Alaska Stat. § 10.20.595 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.595
Issuance of certificate of revocation.
Status: in_force

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

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

(3) mail to the corporation at its registered office in the state a notice of the revocation accompanied by one of the certificates.
Alaska Stat. § 10.13.285 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.285
Hold control defined.
Status: in_force

In AS 10.13.250  10.13.280, hold control means to directly or indirectly own, of record or beneficially, 50 percent or more of a business's outstanding voting equity interests.
Alaska Stat. § 10.25.270 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.270
Contents of articles of consolidation.
Status: in_force

(a) The articles of consolidation must recite that they are executed pursuant to this chapter and must state (1) the name of each consolidating cooperative and the address of its principal office;

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

(3) a statement that each consolidating cooperative agrees to the consolidation;

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

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

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

(c) The presiding officer of each consolidating cooperative executing the articles of consolidation shall make and annex to the articles an affidavit stating that the provisions of this section regarding the articles were complied with by the cooperative.
Alaska Stat. § 10.50.910 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.910
Interstate application.
Status: in_force

A limited liability company that is organized and existing under this chapter may conduct its affairs and exercise the powers granted by this chapter in another jurisdiction, subject to the laws of that jurisdiction.
Alaska Stat. § 10.06.544 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.544
Notice to and approval by shareholders.
Status: in_force

Upon approval by the board of each corporation of a plan of merger, consolidation, or exchange, each board shall, by resolution, direct that the plan be submitted for approval, at either an annual or special meeting, by the outstanding shares of each corporation. Written notice shall be given to each shareholder of record, whether or not the share or shares of the shareholder have voting rights under the articles of the corporation, not less than 20 days before the meeting, in the manner provided in this chapter for the giving of notice of meetings of shareholders. Whether the meeting is an annual or special meeting, the notice shall state that the purpose or one of the purposes of the meeting is to consider the proposed plan of merger, consolidation, or exchange. A copy or summary of the plan of merger, consolidation, or exchange, as well as a copy of AS 10.06.574 and 10.06.576, concerning the rights of a dissenting shareholder, shall be included with the notice.
Alaska Stat. § 10.06.025 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.025
Contracts or conveyances binding domestic and foreign corporations.
Status: in_force

(a) A contract or conveyance made in the name of the corporation that is authorized or ratified by the board, or is done within the scope of the authority, actual or apparent, conferred by the board or within the agency power of the officers executing it, except as the board's authority is limited by law, binds the corporation, and the corporation acquires rights under the contract, whether the contract is executed or is wholly or in part executory.

(b) This section applies to contracts and conveyances made by foreign corporations in this state and to conveyances by foreign corporations of real property situated in this state.

Article 2. Name, Registered Agent, Registered Office, and Service on Corporation.
Alaska Stat. § 10.15.495 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.495
Articles of dissolution.
Status: in_force

If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the cooperative have been paid and discharged, or adequate provision has been made for their payment and discharge, and all of the remaining property and assets of the cooperative have been distributed to the persons entitled to them, articles of dissolution shall be executed in duplicate by the cooperative by its president or a vice-president and its secretary or an assistant secretary. The articles of dissolution must set out (1) the name of the cooperative;

(2) that the department has filed a statement of intent to dissolve the cooperative and the date on which the statement was filed;

(3) that all the property and assets of the cooperative remaining after payment or discharge, or adequate provision for payment or discharge of all debts, obligations, and liabilities of the cooperative, have been distributed to the persons entitled to them in accordance with their rights and interests;

(4) that there are no suits pending against the cooperative in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in a pending suit.
Alaska Stat. § 10.50.148 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.148
Indemnification of managers, managing members, employees, and agents; insurance.
Status: in_force

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

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

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

(d) Unless otherwise ordered by a court, indemnification under (a) or (b) of this section may only be made by a company upon a determination that indemnification of the manager, managing member, employee, or agent is proper in the circumstances because the manager, managing member, employee, or agent has met the applicable standard of conduct set out in (a) and (b) of this section. The determination shall be made by the members.

(e) The company may pay or reimburse the reasonable expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition in the manner provided in (d) of this section if (1) in the case of a manager or managing member, the manager or managing member furnishes the company with a written affirmation of a good faith belief that the standard of conduct described in AS 10.50.135 (a) has been met;

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

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

(f) The indemnification provided by this section is not exclusive of any other rights to which a person seeking indemnification may be entitled. The right to indemnification continues as to a person who has ceased to be a manager, managing member, employee, or agent, and inures to the benefit of the heirs, executors, and administrators of the person.

(g) A limited liability company may purchase and maintain insurance on behalf of a person who is or was a manager, managing member, employee, or agent of the company, or is or was serving at the request of the company as a manager, managing member, employee, or agent of another limited liability company, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in that capacity, or arising out of that status, whether or not the company has the power to indemnify the person against the liability under the provisions of this section.
Alaska Stat. § 10.45.136 — AK Code / Title 10 / Chapter 10.45 / Section 10.45.136
No shareholder power to dissolve.
Status: in_force

A shareholder of a professional corporation does not have the power to dissolve the corporation by an independent act of any kind.
Alaska Stat. § 10.15.530 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.530
Biennial license fee.
Status: in_force

Each cooperative not organized and operated for nonprofit religious, charitable, cemetery, or educational purposes shall pay to the department a biennial license fee. The fee shall be paid before July 2 of the reporting year.
Alaska Stat. § 10.15.080 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.080
Determining who are shareholders for purposes of notice, voting, and dividends.
Status: in_force

For the purpose of determining shareholders entitled to notice of or to vote at meetings, or entitled to receive payment of a dividend, the bylaws may fix in advance a date as the record date for the determination of shareholders. The date shall be not more than 50 days and not less than 10 days prior to the date on which the particular action requiring the determination of shareholders is to be taken. If no record date is fixed by the bylaws, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring the dividend is adopted, as the case may be, is the record date for the determination of shareholders. When a determination of shareholders entitled to vote at a meeting is made as provided in this section, the determination applies to any adjournment of that meeting.
Alaska Stat. § 10.15.305 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.305
Sale or other disposition of entire assets not in regular course of business.
Status: in_force

A sale, lease, exchange, or other disposition of all, or substantially all the property and assets, with or without the good will, of a cooperative, if not made in the usual and regular course of its business, may be made upon the terms and for the consideration, which may consist in whole or in part of money or real or personal property, including shares of another cooperative, corporation, or association, as may be authorized in the following manner: (1) the board shall adopt a resolution recommending the sale, lease, exchange, or other disposition and directing the submission of the resolution to a vote at a meeting of members, which may be either an annual or a special meeting, or if there are shareholders the submission shall be to a joint meeting of members and shareholders; the vote may be submitted at an annual or a special meeting;

(2) written notice shall be given to each member and to each shareholder within the time and in the manner provided for the giving of notice of meetings of members, and shall state that the purpose of the meeting is to consider the proposed sale, lease, exchange, or other disposition;

(3) at the meeting, the members, by affirmative vote of a majority of the member votes cast, and the shareholders, by affirmative vote of a majority of the shareholder votes entitled to be voted, may approve the sale, lease, exchange, or other disposition, and may fix or may authorize the board to fix the terms and conditions of the transaction and the consideration to be received by the cooperative.
Alaska Stat. § 10.40.060 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.060
Corporate existence.
Status: in_force

Upon the filing of the articles of incorporation for record the person subscribing the articles and a successor in office by the name or title specified in the articles is a corporation sole, with continual perpetual succession.
Alaska Stat. § 10.20.300 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.300
Plan of distribution.
Status: in_force

(a) A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing a transfer or conveyance of assets for which this chapter requires a plan of distribution, in the manner set out in this section.

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

(c) If there are no members, or no members entitled to vote, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.

(d) A plan of distribution shall be immediately filed with the commissioner. The plan of distribution must state the number of members and the number of directors voting for and against it.
Alaska Stat. § 10.20.575 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.575
Filing of application for withdrawal.
Status: in_force

(a) Duplicate originals of the application for withdrawal shall be delivered to the commissioner. Upon finding that the application conforms to the provisions of this chapter, the commissioner shall, when all fees prescribed in 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 withdrawal and affix the other duplicate original to it.

(b) The certificate of withdrawal, together with the duplicate original of the application for withdrawal affixed by the commissioner shall be returned to the corporation or its representative.
Alaska Stat. § 10.15.355 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.355
Other provisions in articles; relationship of articles to bylaws.
Status: in_force

It is not necessary to set forth in the articles the corporate powers enumerated in this chapter. The articles may include additional provisions, not inconsistent with law, for the regulation of the internal affairs of the cooperative, including any provision which under this chapter is required or permitted to be set forth in the bylaws. A provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control.
Alaska Stat. § 10.50.290 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.290
Repayment of contribution and sharing of profits and other assets.
Status: in_force

Subject to AS 10.50.305  10.50.320, and unless otherwise provided in an operating agreement of the company, a member of a limited liability company shall be repaid the member's contribution to capital and shares equally in the profits and other assets of the company remaining after all liabilities, including liabilities to members, are satisfied.
Alaska Stat. § 10.50.408 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.408
Involuntary dissolution by commissioner.
Status: in_force

(a) A limited liability company may be dissolved involuntarily by the commissioner if (1) the company is delinquent six months in filing its biennial report or in paying a fee or a penalty;

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

(3) the company 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; or

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

(b) A limited liability company may not be dissolved under this section unless the commissioner has given the company written notice of its delinquency, failure, or misrepresentation by mail as provided by (f) of this section. If the company fails, within 60 days after the notice is sent by mail as required under this subsection, to contest the alleged delinquency, failure, or misrepresentation, it may be dissolved under (d) of this section.

(c) If, following a hearing, the commissioner determines the presence of the delinquency, failure, or misrepresentation providing grounds for involuntary dissolution under this section, the company may appeal to the superior court. The court shall either sustain the commissioner or direct the commissioner to take action the court considers proper.

(d) If a limited liability company has given cause for involuntary dissolution and has failed to correct the neglect, omission, delinquency, or noncompliance as provided in this section, and there has not been a controlling order of the superior court, the commissioner shall dissolve the company by issuing a certificate of involuntary dissolution containing a statement that the company has been dissolved, the date, and the reason for which it was dissolved. The original certificate of dissolution shall be placed in the department files and a copy of it mailed to the company as provided by (f) of this section. Upon the issuance of the certificate of involuntary dissolution, the existence of the company ceases, except as otherwise provided in this chapter, and its name shall be available to use and may be adopted by another company on a date that is six months or later after the dissolution.

(e) A company dissolved under this section may be reinstated within two years from the date of the certificate of involuntary dissolution if it is established to the satisfaction of the commissioner that in fact there was no cause for the dissolution, or if the delinquency, failure, or misrepresentation resulting in dissolution has been corrected and payment made of double the amount delinquent along with the amount the company would have paid had it not been dissolved during the two-year period. Reinstatement may not be authorized if the name of the company is not distinguishable upon the records of the department under AS 10.50.025 unless the company being reinstated amends its articles of organization to change its name to conform with the provisions of this chapter.

(f) If the mailing of an item is required by (b) or (d) of this section, the commissioner shall first mail the item by certified mail to the registered office of the limited liability company at the last known address of the registered office shown on the records of the commissioner. If the item mailed to the registered office is returned to the department, the commissioner shall mail the item by first class mail to the registered agent of the limited liability company at the last known address of the registered agent shown on the records of the commissioner. If the item mailed to the registered agent is returned to the department, the commissioner shall mail the item by first class mail to the manager or the managing member of the limited liability company at the last known address for the manager or the managing member shown on the records of the commissioner. If the name and address of the manager or managing members are not shown on the records of the commissioner, the commissioner is not required to mail the notice to the manager or managing member. If the item mailed to the manager or managing member is returned to the department, the commissioner is not required to mail the item again. If the address shown on the records of the commissioner for a mailing after the initial certified mailing is not different from the address for the previous mailing, the commissioner is not required to mail the item to the same address, but shall mail the item to the next required addressee whose address is different from the address for the returned mailing, and, if none of the mailings required after a returned mailing has an address that is different from the address for the returned mailing, the commissioner is not required to mail the item again. In this subsection, item means the notice required under (b) of this section or the certificate of involuntary dissolution issued under (d) of this section.
Alaska Stat. § 10.13.520 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.520
Investigative powers.
Status: in_force

For the purposes of an investigation, examination, or other proceeding under this chapter, the department may administer oaths and affirmations, subpoena witnesses, compel the attendance of witnesses, take evidence, and require the production of books, papers, correspondence, memoranda, agreements, and other documents or records that the department considers relevant or material to the proceeding.
Alaska Stat. § 10.55.606 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.606
Filing duty of department.
Status: in_force

(a) A document delivered to the department for filing that satisfies the requirements of AS 10.55.601 shall be filed by the department.

(b) The department files a document by recording it as filed on the date and time of receipt. After filing a document, the department shall deliver to the domestic or foreign entity or its representative a copy of the document with an acknowledgment of the date and time of filing.

(c) If the department refuses to file a document, the department shall return the document to the domestic or foreign entity or its representative within 10 days after the document was delivered, together with a brief, written explanation of the reason for the refusal.

(d) The duty of the department to file documents under this section is ministerial. The filing or refusal to file a document does not (1) affect the validity or invalidity of the document in whole or in part;

(2) relate to the correctness or incorrectness of information contained in the document; or

(3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
Alaska Stat. § 10.06.562 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.562
Merger, consolidation, or exchange of shares between domestic and foreign corporation.
Status: in_force

One or more foreign corporations and one or more domestic corporations may be merged or consolidated, or participate in an exchange, if the merger, consolidation, or exchange is permitted by the laws of the state under which each foreign corporation is organized and (1) each domestic corporation complies with the provisions of this chapter with respect to the merger, consolidation, or exchange of domestic corporations and each foreign corporation complies with the applicable provisions of the laws of the state under which it is organized; and

(2) if the surviving or new corporation is to be governed by the laws of another state, it complies with the provisions of this chapter concerning foreign corporations if it is to transact business in this state and it files with the commissioner an (A) agreement that the surviving or new foreign corporation may be served with process in this state in a proceeding for the enforcement of an obligation of a domestic corporation that is a party to the merger or consolidation and in a proceeding for the enforcement of the rights of a dissenting shareholder of a domestic corporation against the surviving or new corporation;

(B) irrevocable appointment of the commissioner as the agent of the surviving or new corporation to accept service of process in a proceeding described in (A) of this paragraph; and

(C) agreement that it will promptly pay to the dissenting shareholders of a domestic corporation the amount to which they are entitled under provisions of this chapter with respect to the rights of dissenting shareholders.
Alaska Stat. § 10.15.050 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.050
Membership stock.
Status: in_force

The articles may require that members own one or more shares of membership stock, and may provide limitations on the issuance and transferability of the stock.
Alaska Stat. § 10.20.315 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.315
Filing of articles of dissolution.
Status: in_force

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

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

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

(b) The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed shall be returned to the representative of the dissolved corporation.
Alaska Stat. § 10.50.515 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.515
Filing of articles of merger or consolidation.
Status: in_force

The limited liability company that survives or results from a merger or consolidation under this chapter shall file with the department articles of merger or consolidation signed by each limited liability company that is a party to the merger or consolidation.
Alaska Stat. § 10.20.480 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.480
Application for certificate of authority.
Status: in_force

To procure a certificate of authority to transact business in the state, a foreign corporation shall file an application in duplicate with the commissioner.
Alaska Stat. § 10.06.378 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.378
Liability of shareholders receiving prohibited distributions; suit against shareholders.
Status: in_force

(a) A shareholder who receives a distribution prohibited by this chapter with knowledge of facts indicating the impropriety of the distribution is liable to the corporation for the benefit of all of the creditors or shareholders entitled to institute an action under (b) of this section for the amount received by the shareholder with interest at the legal rate on judgments until paid. The liability of the shareholder under this subsection may not exceed the liabilities of the corporation owed to nonconsenting creditors at the time of the violation and the injury suffered by nonconsenting shareholders.

(b) Suit may be brought in the name of the corporation to enforce the liability to (1) creditors arising under (a) of this section for a violation of AS 10.06.358 or 10.06.360 against any or all shareholders liable by any one or more creditors of the corporation whose debts or claims arose before the time of the distribution to shareholders and who have not consented to the distribution, whether or not they have reduced their claims to judgment; or

(2) shareholders arising under (a) of this section for a violation of AS 10.06.363 or 10.06.365 against any or all shareholders liable by any one or more holders of preferred shares outstanding at the time of the distribution who have not consented to the distribution, without regard to the provisions of AS 10.06.435 .

(c) A shareholder sued under this section may implead all other shareholders liable under this section and may compel contribution, either in that action or in an independent action against shareholders not joined in that action.

(d) This section does not affect the liability that a shareholder may have under other applicable law.
Alaska Stat. § 10.30.040 — AK Code / Title 10 / Chapter 10.30 / Section 10.30.040
Succession and powers of trustees.
Status: in_force

The trustees of a cemetery association have perpetual succession, and may contract, and prosecute and defend actions.
Alaska Stat. § 10.25.360 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.360
Contents of articles of dissolution.
Status: in_force

(a) The articles of dissolution must recite that they are executed under this chapter and must state (1) the name of the cooperative;

(2) the address of its principal office;

(3) the date on which the certificate of election to dissolve was filed by the commissioner;

(4) that there are no actions or suits against the cooperative;

(5) that all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made for them;

(6) that the provisions of AS 10.25.320  10.25.360 have been complied with.

(b) The presiding officer executing the articles of dissolution shall make and annex to the articles an affidavit stating that the statements contained in the articles are true.

Article 4. Miscellaneous Provisions.
Alaska Stat. § 10.50.020 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.020
Limited liability company name.
Status: in_force

(a) The name of a limited liability company stated in the company's articles of organization must contain the words limited liability company or the abbreviation L.L.C., or LLC. The word limited may be abbreviated as Ltd., and the word company may be abbreviated as Co.

(b) The name of a city, borough, or village may be used in a limited liability company name; however, the name may not contain the word city, borough, or village or otherwise imply that the company is a municipality.

(c) A person may not adopt a name that contains the words limited liability company unless the person is organized under this chapter or is registered as a foreign limited liability company under this chapter.
Alaska Stat. § 10.50.165 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.165
Authorization for assignee to become member.
Status: in_force

(a) Unless otherwise provided in an operating agreement of the company, an assignee of a limited liability company interest may not become a member unless all other members consent.

(b) An operating agreement of the company may specify the manner for evidencing the consent required by (a) of this section. If an operating agreement does not specify the manner for evidencing the consent, the consent is evidenced by a written instrument that is dated and signed by the members.
Alaska Stat. § 10.25.580 — AK Code / Title 10 / Chapter 10.25 / Section 10.25.580
Inventory and fixtures subject to taxation.
Status: in_force

The inventory and fixtures of a business operated by a cooperative incidental to the furnishing of central station electric service, including, without limitation, appliance stores or departments, are not exempt from ad valorem taxes. The inventory and accounts of these businesses shall be separately maintained and taxes shall be paid upon them as provided by law.
Alaska Stat. § 10.40.090 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.090
Filing impression of seal.
Status: in_force

An impression of the corporate seal shall be filed with the Department of Commerce, Community, and Economic Development.
Alaska Stat. § 10.13.530 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.530
Failure to comply or testify.
Status: in_force

If a person fails to comply with a subpoena issued by the department under this chapter or to testify with respect to a matter covered by this chapter, the superior court may issue an order requiring the attendance of the person and the giving of testimony or production of evidence.
Alaska Stat. § 10.06.310 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.310
Issuance of shares in series.
Status: in_force

If authorized by the articles of incorporation, the shares of a preferred or special class may be divided into and issued in series. Each series shall be designated to distinguish the shares of the series from the shares of other series and classes.
Alaska Stat. § 10.20.091 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.091
Membership and term of office of first board of directors.
Status: in_force

The names and addresses of the members of the first board of directors shall be stated in the articles of incorporation. Each member holds office until the first annual election of directors or for the period specified in the articles of incorporation. If no term of office is specified, a director's term is one year.
Alaska Stat. § 10.40.020 — AK Code / Title 10 / Chapter 10.40 / Section 10.40.020
Execution of articles of incorporation.
Status: in_force

An archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, of a church or religious society, who has been chosen, elected, or appointed in conformity with the constitution, canons, rites, regulations, or discipline of the church or religious society, and in whom is vested the legal title to the property of the church or religious society, may execute written articles of incorporation in triplicate, acknowledged before an officer authorized to take acknowledgments.
Alaska Stat. § 10.13.290 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.290
Business practice standards and reserves.
Status: in_force

(a) A licensee shall transact its business in a safe and sound manner and shall maintain itself in a safe and sound condition.

(b) In determining whether a licensee is transacting business in a safe and sound manner, the department may not consider the risk of providing financing assistance to a business, unless the department determines that the risk is great enough to demonstrate gross mismanagement when compared with the return that can be realistically expected.

(c) Notwithstanding the other provisions of this section, the department may (1) if the amount of the financing assistance is unduly large in relation to the total assets or the total shareholder equity of the licensee, determine that a licensee's financing assistance to a single business or group of affiliated businesses violates (a) of this section or constitutes an unsafe or unsound act;

(2) require that a licensee maintain a reserve in the amount of anticipated losses;

(3) require that a licensee have in effect a written financing assistance policy approved by the licensee's board of directors, including credit evaluation and other matters; the department may not require that a licensee adopt a financing assistance policy that contains standards that prevent the licensee from exercising needed flexibility in evaluating and structuring financing assistance to businesses on an individual basis.
Alaska Stat. § 10.06.960 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.960
Corporations organized under Alaska Native Claims Settlement Act.
Status: reserved

(a) A corporation organized under 43 U.S.C. 1601 et seq. as amended (Alaska Native Claims Settlement Act) shall be incorporated under and is subject to this chapter except (1) each corporation shall issue without further consideration the number of shares of common stock that may be necessary to comply with the requirements of the Act and all stock so issued is considered fully paid and nonassessable when issued;

(2) unless otherwise provided in the articles of incorporation, the capital (A) is considered the consideration for the initial issuance of shares; and

(B) of a corporation organized under the Act includes the (i) land or interests in it conveyed to the corporation by the United States under the Act, except that which is required to be conveyed under 43 U.S.C. 1613(c)(1), (3), and (4), entered at its fair value to the corporation upon receiving the conveyance of it; and

(ii) money, when received under 43 U.S.C. 1605 and 43 U.S.C. 1608, that is retained by the corporation and that is not immediately distributed or required to be distributed under 43 U.S.C. 1606(j).

(b) Notwithstanding the provision of AS 10.06.305  10.06.390, payment from the money of a corporation organized under the Act that is required by the language of the Act to be distributed to shareholders or to other corporations so organized is not a distribution to its shareholders as defined in AS 10.06.990 .

(c) Notwithstanding the provisions of AS 10.06.546 , a plan of merger, consolidation, or exchange in which each participating corporation either (1) was organized under the Act, within the same one of the 12 regions of Alaska established under the Act, or (2) resulted from the prior merger, consolidation, or exchange of other similarly organized corporations within the same region, is approved if it receives the affirmative vote of the holders of at least a majority of the outstanding shares of each corporation. If a class of shares of a corporation specified in this subsection is entitled to vote as a class, the plan of merger, consolidation, or exchange is approved if it receives the affirmative vote of the holders of at least a majority of the outstanding shares of each class of shares entitled to vote as a class and of the total outstanding shares. Notwithstanding AS 10.06.574  10.06.582, a plan of merger, consolidation, or exchange approved under this section before December 19, 1991, may not include a right of shareholders to dissent.

(d) [Repealed, § 21 ch 6 SLA 1993.] (e) Notwithstanding the provision of AS 10.06.502  10.06.510, a corporation organized under the Act may amend its articles by a vote of the board of directors in order for the corporation to comply with the mandatory requirements of the Act.

(f) Notwithstanding the other provisions of this chapter, a corporation organized under the Act is governed by the Act to the extent the Act is inconsistent with this chapter, and the corporation may take any action, including amendment of its articles, authorized by the Act, and the action is considered to be approved and adopted if approved under the Act. An amendment approved under the Act and delivered to the commissioner under AS 10.06.512 shall be filed by the commissioner under AS 10.06.910 , and a certificate of amendment shall be issued.

(g) Notwithstanding AS 10.06.358 , if there are no retained earnings, the directors of a corporation organized under the Act may declare and pay distributions in cash or property out of its net profits for the fiscal year in which the distribution is declared and for the preceding fiscal year, except when the corporation is insolvent under AS 10.06.360 . For the purposes of this subsection, a corporation's debts include the amounts it is required to distribute under 43 U.S.C. 1606(i) and 43 U.S.C. 1606(j). The directors may determine the net profits derived from the exploitation or liquidation of wasting assets without consideration of the depletion of those assets resulting from lapse of time, consumption, liquidation, or exploitation, of the assets, and a distribution declared from those net profits shall be described, concurrently with distribution of the net profits to shareholders, as a distribution from wasting assets without consideration of the depletion of the assets. In this subsection, wasting assets means timber resources and subsurface estates.

(h) Notwithstanding AS 10.06.358 , the directors of a corporation organized under the Act may, from time to time, distribute to its shareholders in partial liquidation a portion of the corporation's assets out of capital, in cash or property, except that a distribution (1) may not be made at a time when the corporation is insolvent under AS 10.06.360 ;

(2) may not be made unless the articles of incorporation authorize the board to make the distribution or the distribution is authorized by the affirmative vote of the holders of at least two-thirds of the outstanding shares;

(3) when made, shall be identified as a distribution in partial liquidation and the amount per share shall be disclosed to the shareholders concurrently with the distribution.

(i) Notwithstanding AS 10.06.633 (e), a corporation that is organized as a Native corporation under the Act, that has been involuntarily dissolved by the commissioner under AS 10.06.633 , and that has failed to apply for reinstatement during the period established under AS 10.06.633 (e), may be reinstated under AS 10.06.633 (e) within one year of June 29, 1994. The reinstated corporation and its shareholders have all of the rights, privileges, liabilities, and obligations that would have applied to them if the corporation had not been dissolved, and all corporate and shareholder actions taken during the period of dissolution are considered to be as valid as if dissolution had not occurred.

(j) If a corporation is formed before June 29, 1994 to replace a Native corporation that has been involuntarily dissolved under AS 10.06.633 , and if the replacing corporation has the same name as the dissolved corporation, the replacing corporation and its shareholders succeed, upon payment of any amounts that would have been required for the reinstatement of the dissolved corporation under AS 10.06.633 (e), to all of the rights, privileges, liabilities, and obligations that would have applied to the dissolved corporation and its shareholders if the dissolved corporation had been reinstated under AS 10.06.633 (e).

(k) Notwithstanding (i) of this section and AS 10.06.633 (e), a corporation that is organized as a Native village corporation under the Act, that has been involuntarily dissolved by the commissioner under AS 10.06.633 , and that has failed to apply for reinstatement during the period established under AS 10.06.633 (e) may be reinstated under AS 10.06.633 (e) on or before December 31, 2020. The reinstated corporation and its shareholders have all of the rights, privileges, liabilities, and obligations that would have applied to them if the corporation had not been dissolved, and all corporate and shareholder actions taken during the period of dissolution are considered to be as valid as if dissolution had not occurred. If a corporation elects to reinstate under this subsection and if the corporation's previously used corporate name is no longer available for use by the corporation, then, notwithstanding AS 10.06.502  10.06.510, an amendment to the articles of incorporation changing the previously used corporate name may be adopted by action of the corporation's board of directors alone.

(l) [Renumbered as AS 10.06.504 (d).] (m) [Renumbered as AS 10.06.504 (e).] (n) Notwithstanding AS 10.06.504 (d), an amendment to the articles of incorporation of a corporation organized under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act) and incorporated under former AS 10.05.005 to add a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages under AS 10.06.210 (1)(M) may be adopted by the affirmative vote of a majority of the shares represented at the regular or special meeting at which a quorum is present in person, by proxy, or by remote communication.

(o) Notwithstanding AS 10.06.455 (b) and 10.06.504(d), an amendment to the articles of incorporation of a village corporation organized under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act) and incorporated under former AS 10.05.005 to add a provision authorizing the classification of directors under AS 10.06.455 may be adopted by the affirmative vote of a majority of the shares represented at a regular or special meeting at which a quorum is present in person, by proxy, or by remote communication.

(p) Notwithstanding AS 10.06.504 (d), a Native corporation incorporated under former AS 10.05 before July 1, 1989, may amend its articles under this subsection to reduce the quorum necessary to hold a meeting of shareholders to one-third of the outstanding shares entitled to vote at a meeting, represented in person, by remote communication, or by proxy. An amendment under this subsection is approved if it receives an affirmative vote of two-thirds of the shares represented in person, by remote communication, or by proxy at an annual meeting. The Native corporation may not use the reduced quorum established under this subsection to adopt other amendments of the articles or to adopt resolutions to which 43 U.S.C. 1629b applies. AS 10.06.504 (d) continues to apply to the adoption of other amendments of the articles.

(q) In this section, (1) Act  means 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act);

(2) Native corporation has the meaning given in 43 U.S.C. 1602(m).
Alaska Stat. § 10.20.226 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.226
Consolidation.
Status: in_force

Two or more domestic corporations may consolidate into a new corporation under a plan of consolidation approved in the manner provided in this chapter.
Alaska Stat. § 10.20.910 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.910
Applicability to domestic and foreign corporations.
Status: in_force

(a) The provisions of this chapter relating to domestic corporations apply to all corporations organized under this chapter.

(b) The provisions of this chapter relating to foreign corporations apply to all foreign nonprofit corporations conducting affairs in this state for a purpose or purposes for which a corporation might be organized under this chapter.
Alaska Stat. § 10.50.015 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.015
Compliance with other laws.
Status: in_force

If an activity of a limited liability company or the purpose for which a limited liability company is organized is subject to another provision of law, the company shall also comply with the other provision of law.
Alaska Stat. § 10.06.516 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.516
Restated articles of incorporation.
Status: in_force

A domestic corporation may, by resolution adopted by the board, restate its articles of incorporation as amended up to that time. Upon the adoption of the resolution, restated articles shall be executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary and must set out all of the operative provisions of the articles as amended up to that time together with a statement that the restated articles correctly set out without change the corresponding provisions of the articles as amended up to that time and that the restated articles supersede the original articles and all amendments to them.
Alaska Stat. § 10.13.900 — AK Code / Title 10 / Chapter 10.13 / Section 10.13.900
Other licenses.
Status: in_force

A corporation that is licensed under this chapter may apply for and be issued a license under another law of the state, federal government, or of another state in the United States unless the transaction of business by the corporation as a licensee under the other license would violate this chapter or would be contrary to the purposes of this chapter.
Alaska Stat. § 10.06.315 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.315
Series rights and preferences established by board.
Status: in_force

If the articles of incorporation expressly vest authority in the board, then, to the extent that the articles have not established series and fixed and determined the variations in the relative rights and preferences between series, the board may divide a class into series and, within the limitations set out in AS 10.06.305  10.06.323 and in the articles, fix and determine the relative rights and preferences of the shares of a series.
Alaska Stat. § 10.06.530 — AK Code / Title 10 / Chapter 10.06 / Section 10.06.530
Merger.
Status: in_force

Two or more domestic corporations may merge into one of such corporations under a plan of merger approved in the manner provided in AS 10.06.530  10.06.582.
Alaska Stat. § 10.50.035 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.035
Application to reserve company name.
Status: in_force

Reservation of a name under AS 10.50.030 is made by filing an application with the department. If the department finds that the name is available for use by a limited liability company and is distinguishable on the records of the department under AS 10.50.025 , the department shall reserve it for the exclusive use of the applicant for a period of 120 days.
Alaska Stat. § 10.20.153 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.153
Provisions considered to be in articles of incorporation by operation of law; option to exclude provision.
Status: in_force

(a) The articles of incorporation of every nonprofit corporation which is a private foundation, as defined in 26 U.S.C. 509 (Internal Revenue Code of 1954), are considered to contain provisions prohibiting the corporation from (1) engaging in an act of self-dealing, as defined in 26 U.S.C. 4941(d) (Internal Revenue Code of 1954), which would give rise to liability for the tax imposed by 26 U.S.C. 4941(a) (Internal Revenue Code of 1954);

(2) retaining excess business holdings, as defined in 26 U.S.C. 4943(c) (Internal Revenue Code of 1954), which would give rise to liability for the tax imposed by 26 U.S.C. 4943(a) (Internal Revenue Code of 1954);

(3) making an investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of 26 U.S.C. 4944 (Internal Revenue Code of 1954), so as to give rise to liability for the tax imposed by 26 U.S.C. 4944(a) (Internal Revenue Code of 1954); and

(4) making taxable expenditures, as defined in 26 U.S.C. 4945(d) (Internal Revenue Code of 1954), which would give rise to liability for the tax imposed by 26 U.S.C. 4945(a) (Internal Revenue Code of 1954).

(b) The articles of incorporation of every nonprofit corporation that is a private foundation, as defined in 26 U.S.C. 509 (Internal Revenue Code of 1954), are considered to contain a provision requiring the corporation to distribute, for the purposes specified in its articles of incorporation, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by 26 U.S.C. 4942(a) (Internal Revenue Code of 1954).

(c) A nonprofit corporation may at any time amend its articles of incorporation or other instrument governing the corporation, by any amendment process open to it under the laws of this state, to provide that some or all provisions of (a) and (b) of this section do not apply to the corporation. A nonprofit corporation formed after August 23, 1971 may provide in its articles of incorporation that some or all provisions of (a) and (b) of this section do not apply to the corporation.

(d) In this section, references to provisions of the Internal Revenue Code of 1954 include future amendments to those provisions.
Alaska Stat. § 10.55.615 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.615
Confidentiality of information disclosed by interrogatories.
Status: in_force

Interrogatories and answers propounded and obtained under AS 10.55.610 are not open to public inspection and the department may not disclose facts or information obtained from the interrogatories except as the official duty of the department requires or unless the interrogatories or the answers are required for evidence in criminal proceedings or other action by the state.
Alaska Stat. § 10.20.550 — AK Code / Title 10 / Chapter 10.20 / Section 10.20.550
Merger of foreign corporation authorized to transact business in the state.
Status: in_force

When a foreign corporation authorized to transact business in the state is a party to a statutory merger permitted by the laws of the state or country where it is incorporated, and the corporation is the surviving corporation, it shall, within 30 days after the merger becomes effective, file with the commissioner a copy of the articles of merger authenticated by the proper office of the state or country under whose laws the statutory merger was carried out. It is not necessary for the corporation to procure either a new or amended certificate of authority to transact business in the state unless the name of the corporation is changed or unless the corporation desires to pursue in the state other or additional purposes than those that it is authorized to conduct in the state.
Alaska Stat. § 10.50.250 — AK Code / Title 10 / Chapter 10.50 / Section 10.50.250
Agency power of members and managers.
Status: in_force

(a) Except as provided in (b) and (c) of this section, a member of a limited liability company is an agent of the company for the purpose of conducting the company's affairs. A member's act, including the execution of an instrument in the name of the company, that appears to be performed in the usual and customary way of conducting business, binds the company, unless the member does not in fact have the authority to act for the company in the particular matter and the person with whom the member is dealing knows that the member does not have the authority to act for the company in the particular matter.

(b) If a limited liability company is managed by a manager, a member is not, solely by reason of being a member, an agent of the company.

(c) If a limited liability company is managed by a manager, a manager is an agent of a limited liability company for the purpose of conducting its affairs, and a manager's act, including the execution of an instrument in the name of the company, that appears to be performed in the usual and customary way of conducting business binds the company, unless the manager does not in fact have the authority to act for the company in the particular matter and the person with whom the manager is dealing knows that the manager does not have the authority to act for the company in the particular matter.

(d) A limited liability company manager's or member's act that does not appear to be performed in the usual and customary way of conducting business does not bind the company, unless the act is authorized by an operating agreement of the company when the act is performed or at another time.

(e) A limited liability company manager's or member's act that contravenes a restriction on the manager's or member's authority does not bind the company with regard to persons who know about the restriction.
Alaska Stat. § 10.15.250 — AK Code / Title 10 / Chapter 10.15 / Section 10.15.250
Effect of recording contract; subsequent interests and liens.
Status: in_force

Recording under AS 10.15.230  10.15.260 operates as a constructive notice to all persons of the existence and contents of the contract. Any right, title, interest, or lien created as to the products covered by the contract subsequent to the recording is subject to the cooperative's right, title, or interest under the contract. If the member creates a mortgage upon any products subsequent to the recording of the contract, and if the member and the mortgagee jointly notify the cooperative in writing of the existence and amount of the mortgage, all payments from the cooperative to the member which become due after the notice by reason of the cooperative's sale or other handling of the products shall be paid to the mortgagee until the amount of the mortgage has been paid, and the balance thereafter shall be paid to the member.
Alaska Stat. § 10.55.506 — AK Code / Title 10 / Chapter 10.55 / Section 10.55.506
Effect of domestication.
Status: in_force

(a) When a domestication becomes effective, (1) the domesticated entity is (A) organized under and subject to the organic law of the domesticated entity; and

(B) the same entity without interruption as the domesticating entity;

(2) all property of the domesticating entity continues to be vested in the domesticated entity without assignment, reversion, or impairment;

(3) all liabilities of the domesticating entity continue as liabilities of the domesticated entity;

(4) except as provided by law other than this chapter or the plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity;

(5) the name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding;

(6) if the domesticated entity is a filing entity, the domesticated entity's public organic document is effective and is binding on its interest holders;

(7) if the domesticated entity is a limited liability partnership, the domesticated entity's statement of qualification is effective simultaneously;

(8) the private organic rules of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication are effective and are binding on and enforceable by (A) the domesticated entity's interest holders; and

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

(9) the interests in the domesticating entity are converted to the extent and as approved in connection with the domestication, and the interest holders of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any dissenters' rights they have under AS 10.55.109 and the domesticating entity's organic law.

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

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

(d) When a domestication becomes effective, (1) the domestication does not discharge any interest-holder liability under the organic law of a domestic domesticating entity to the extent the interest-holder liability arose before the domestication became effective;

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

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

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

(e) When a domestication becomes effective, a foreign entity that is the domesticated entity (1) may be served with process in this state for the collection and enforcement of any of the foreign entity's liabilities; and

(2) appoints the commissioner as the foreign entity's agent for service of process for collecting or enforcing those liabilities.

(f) If the domesticating entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the domesticating entity is cancelled when the domestication becomes effective.

(g) A domestication does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

Article 6. Filings.