reglab/housing_qa huggingface dataset:
AK Stat § 10.06.625 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.625. Effect of certificate of dissolution.

Upon the issuance of a certificate of dissolution, the existence of the corporation ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by shareholders, directors, and officers as provided in this chapter.
AK Stat § 10.06.628 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.628. Involuntary dissolution by verified complaint; filing; intervention by shareholder or creditor.

(a) A verified complaint for involuntary dissolution of a corporation on any of the grounds specified in (b) of this section may be filed in the superior court by the following persons: (1) one-half or more of the directors in office; (2) a shareholder or shareholders who hold shares representing not less than 331/3 percent of the total number of outstanding shares, assuming conversion of preferred shares convertible into common shares, or of the outstanding common shares, or of the equity of the corporation, exclusive of shares owned by persons who have personally participated in any of the transactions enumerated in (b)(4) of this section; (3) a shareholder if the ground for dissolution is that the period for which the corporation was formed has terminated without extension; or (4) another person expressly authorized to do so in the articles. (b) The grounds for involuntary dissolution are: (1) the corporation has abandoned its business for more than one year; (2) the corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its business can no longer be conducted to advantage or so that there is danger that its property and business will be impaired or lost, and the holders of the voting shares of the corporation are so divided into factions that they cannot elect a board consisting of an uneven number; (3) there is internal dissension and two or more factions of shareholders in the corporation are so deadlocked that its business can no longer be conducted with advantage to its shareholders, or the shareholders have failed at two consecutive annual meetings at which all voting power was exercised to elect successors to directors whose terms have expired or would have expired upon election of their successors; (4) those in control of the corporation have been guilty of or have knowingly countenanced persistent and pervasive fraud, mismanagement or abuse of authority or persistent unfairness toward shareholders, or the property of the corporation is being misapplied or wasted by its directors or officers; (5) in the case of any corporation with 35 or fewer shareholders of record, liquidation is reasonably necessary for the protection of the rights or interests of the complaining shareholder or shareholders; or (6) the period for which the corporation was formed has terminated without extension. (c) Before the trial of the action a shareholder or creditor of the corporation may intervene. (d) For purposes of this section, “shareholder” includes a beneficial owner of shares who has entered into an agreement under AS 10.06.425(a).
AK Stat § 10.06.635 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.635. Commissioner's authority to bring action for involuntary dissolution; grounds; relief.

(a) In addition to other remedies provided by law, a corporation may be dissolved involuntarily by a decree of the superior court in an action filed by the commissioner when it is established that the corporation has (1) procured its certificate of incorporation through fraud; (2) continued to exceed or abuse the authority conferred upon it by law; (3) seriously violated a statute regulating corporations; or (4) violated a provision of law by an act or default that under the law is a ground for forfeiture of corporate existence. (b) The court may order dissolution or other or partial relief as it considers just and expedient. The court also may appoint a receiver under AS 10.06.643 for winding up the affairs of the corporation or may order that the corporation be wound up by its board subject to the supervision of the court.
AK Stat § 10.06.638 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.638. Commencement of commissioner's action; notice; default.

(a) An action for the involuntary dissolution of a corporation under AS 10.06.635 shall be commenced by the commissioner in the superior court. (b) Summons shall issue and be served as in civil actions. If no registered agent or office is found to serve, the commissioner shall publish notice as in civil cases in a newspaper published in the judicial district where the registered office of the corporation is situated, containing a notice of the pendency of the action, the title of the court, the title of the action, and the date on or after which default may be entered. The commissioner may include in one notice the names of any number of corporations against which actions are pending in the same court. (c) The commissioner shall mail a copy of the notice to an office of the corporation, if one is known, within 10 days after the first publication of the notice. (d) Notice shall be published at least once each week for two successive weeks, and the first publication may begin after the summons has been returned. (e) Unless a corporation is served with summons, a default may not be taken against the corporation earlier than 30 days after the first publication of notice.
AK Stat § 10.06.640 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.640. Appointment of provisional director upon deadlock.

(a) If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set out in AS 10.06.628(b)(2), the court may appoint a provisional director. (b) A provisional director shall be an impartial person, who is neither a shareholder nor a creditor of the corporation, nor related according to the common law by consanguinity or affinity within the third degree to a director of the corporation or to a judge of the court by which the provisional director is appointed. A provisional director has all the rights and powers of a director until the deadlock in the board is broken or until the provisional director is removed by order of the court or by approval of the outstanding shares. (c) Unless otherwise agreed the compensation of the provisional director shall be fixed by the court.
AK Stat § 10.06.643 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.643. Appointment of receiver: application, hearing and notice, security, qualifications, powers, compensation.

(a) If, at the time of the filing of a complaint for involuntary dissolution under AS 10.06.628 or at any time after the filing, the court has reasonable grounds to believe that unless a receiver of the corporation is appointed the interests of the corporation and its shareholders will suffer pending the hearing and determination of the complaint, upon the application of the plaintiff and after a hearing upon notice to the corporation as the court may direct, the court may appoint a receiver to take over and manage the business and affairs of the corporation and to preserve its property pending the hearing and determination of the complaint for dissolution. (b) A receiver shall be a citizen of the United States or a corporation authorized to act as receiver. A corporate receiver may be a domestic corporation or a foreign corporation authorized to transact business in the state. A receiver shall give bond and provide sureties as the court may require. (c) The compensation of the receiver shall be paid out of the assets of the corporation and unless otherwise agreed shall be fixed by the court.
AK Stat § 10.06.645 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.645. Decree for winding up and dissolution; further judicial relief.

After hearing, the court may decree a winding up and dissolution of the corporation as provided in AS 10.06.625 or, with or without winding up and dissolution, may make orders and decrees and issue injunctions in the case as justice and equity may require.
AK Stat § 10.06.648 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.648. Commencement and conduct of involuntary proceedings for winding up; cessation of business; notice.

(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.
AK Stat § 10.06.650 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.650. Jurisdiction of court.

If an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes (1) the determination of the validity of all claims and demands against the corporation, whether due or not yet due, contingent, unliquidated, or sounding only in damages, and the barring from participation of creditors and claimants failing to make and present claims and proof as required by an order; (2) the determination or compromise of all claims against the corporation or any of its property, and the determination of the amount of money or assets required to be retained to pay or provide for the payment of claims; (3) the determination of the rights of shareholders in and to the assets of the corporation; (4) the supervision of the presentation and filing of intermediate and final accounts of the directors or other persons appointed to conduct the winding up and hearing thereon, the allowance, disallowance, or settlement of the accounts, and the discharge of the directors or the other persons from their duties and liabilities; (5) the appointment of a master to hear and determine any or all matters, with the power or authority the court considers proper; (6) the filling of vacancies on the board that the directors or shareholders are unable to fill; (7) the removal of a director if it appears that the director has been guilty of dishonesty, misconduct, neglect, or abuse of trust in conducting the winding up or if the director is unable to act; the court may order an election to fill the vacancy, and may enjoin, for the time it considers proper, the reelection of the removed director; the court, in place of ordering an election, may appoint a director to fill the vacancy caused by the removal; a director appointed by the court serves until the next annual meeting of shareholders or until a successor is elected or appointed; (8) staying the prosecution of a suit, proceeding, or action against the corporation and requiring the parties to present and prove their claims in the manner required of other creditors; (9) the determination of whether adequate provision has been made for payment or satisfaction of all debts and liabilities not actually paid; (10) the making of orders for the withdrawal or termination of proceedings to wind up and dissolve, subject to conditions for the protection of shareholders and creditors; (11) the making of an order, after the allowance or settlement of the final accounts of the directors or other persons, that the corporation is legally wound up and is dissolved; (12) the making of orders for the bringing in of new parties as the court considers proper.
AK Stat § 10.06.655 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.655. Order declaring corporation wound up and dissolved; declarations; effect; additional orders; discharge of directors and other persons.

(a) Upon the final settlement of the accounts of the directors or other persons appointed under AS 10.06.648 and the determination that the corporation's affairs are in a condition for it to be dissolved, the court shall make an order declaring the corporation legally wound up and dissolved. The order shall declare that the (1) corporation has been legally wound up, that any tax or penalty due under AS 10.06.805 - 10.06.870 has been paid or secured and that the other known debts and liabilities of the corporation have been paid or adequately provided for, or that taxes, penalties, debts, and liabilities have been paid as far as its assets permit; if adequate provision has been made for the payment of all known debts or liabilities, the order shall state what provision has been made, setting out the name and address of the corporation, person, or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made or other information as may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability; (2) known assets of the corporation have been distributed to the persons entitled to the assets or that it acquired no known assets; (3) accounts of directors or other persons appointed under AS 10.06.648 have been settled and that they are discharged from their duties and liabilities to creditors and shareholders; (4) corporation is dissolved. (b) The court may make additional orders and grant further relief as it considers proper upon the evidence submitted. (c) Upon the making of the order declaring the corporation dissolved, corporate existence ceases except for the purposes of further winding up if needed. The directors or other persons appointed under AS 10.06.648 shall be discharged from their duties and liabilities, except as needed to complete the winding up.
AK Stat § 10.06.658 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.658. Filing of decree of dissolution.

The clerk of the court shall file with the commissioner a certified copy of a court decree dissolving a corporation. A fee may not be charged for the filing of a decree of dissolution.
AK Stat § 10.06.660 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.660. Powers and duties of directors and others in dissolution proceedings.

The powers and duties of the directors or other persons appointed by the court under AS 10.06.648 and officers after commencement of a dissolution proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation: (1) to elect officers and to employ agents and attorneys to liquidate or wind up the affairs of the corporation; (2) to continue the conduct of the business insofar as necessary for the disposal or winding up of the business; (3) to carry out contracts and collect, pay, compromise, and settle debts and claims for or against the corporation; (4) to defend suits brought against the corporation; (5) to sue, in the name of the corporation, for sums due or owing to the corporation or to recover property of the corporation; (6) to collect amounts remaining unpaid on subscriptions to shares or to recover unlawful distributions; (7) to sell at public or private sale, exchange, convey, or otherwise dispose of all or any part of the assets of the corporation for cash in an amount considered reasonable by the board with or without compliance with the provisions of AS 10.06.568 and 10.06.570 and without dissenters' rights (AS 10.06.574 - 10.06.582) and upon terms, conditions, and other considerations the board considers reasonable or expedient; (8) to execute bills of sale and deeds of conveyance in the name of the corporation; (9) in general to make contracts and to do any and all things in the name of the corporation that may be proper or convenient for the purposes of winding up, settling, and liquidating the affairs of the corporation.
AK Stat § 10.06.663 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.663. Proceeding to determine identity of directors or to appoint directors.

If the identity of a director or the right of a director to hold office is in doubt, if a director is dead or unable to act, if a director fails or refuses to act, or if the director's whereabouts cannot be ascertained, an interested person may petition the superior court to determine the identity of the director or, if there are no directors, to appoint directors to wind up the affairs of the corporation, after hearing upon such notice as the court may direct.
AK Stat § 10.06.665 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.665. Distribution of corporate assets among shareholders or other persons; when to be made.

After determining that all of the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for, the board shall distribute all the remaining corporate assets among the shareholders according to their respective rights and preferences or, if there are no shareholders, to the persons entitled to the assets. If the winding up is by court proceeding or subject to court supervision, the distribution may not be made until after the expiration of any period for the presentation of claims that has been prescribed by order of the court.
AK Stat § 10.06.668 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.668. Provision for payment of debt or liability.

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.
AK Stat § 10.06.670 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.670. Distribution in money, property, or securities; installments.

Distribution of assets may be made in money, in property, or in securities and either in installments or as a whole, if the distribution is done fairly and ratably and in conformity with the articles of incorporation and the rights of the shareholders, and shall be made as soon as reasonably consistent with the beneficial liquidation of the corporate assets.
AK Stat § 10.06.673 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.673. Plan of distribution; adoption; binding effect; notice; payment to dissenting shareholders; abandonment.

(a) If a corporation in the process of winding up has both preferred and common shares outstanding, a plan of distribution of the shares, obligations, or securities of another corporation, or of the assets of the corporation, other than money, that is not in accordance with the liquidation rights of the preferred shares as specified in the articles of incorporation may be adopted if approved by the board and by approval of the outstanding shares of each class. The plan may provide that the distribution is in complete or partial satisfaction of the rights of the preferred shareholders upon distribution and liquidation of the assets. (b) A plan of distribution approved under (a) of this section is binding upon the shareholders except as provided in (c) of this section. The board shall mail notice of the adoption of the plan within 20 days after its adoption to all holders of shares having a liquidation preference. (c) Shareholders having a liquidation preference who dissent from the plan of distribution are entitled to be paid the amount of their liquidation preference in cash if they file written demand for payment with the corporation within 30 days after the date of mailing of the notice of the adoption of the plan of distribution unless the plan of distribution is abandoned. The demand shall state the number and class of the shares held of record by the shareholder for which the shareholder claims payment. (d) If a demand for cash payment is filed under (c) of this section, the board in its discretion may abandon the plan without further approval by the outstanding shares and the shareholders shall be entitled to distribution according to their rights and liquidation preferences in the process of winding up.