reglab/housing_qa huggingface dataset:
AK Stat § 10.20.271 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 4. Merger, Consolidation, and Disposition of Assets.|Sec. 10.20.271. Law applicable when domestic and foreign corporations merge or consolidate.

(a) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized. (b) If the surviving or new corporation is to be governed by the laws of a state other than this state, it shall comply with the provisions of this chapter with respect to foreign corporations if it is to transact business in this state and in every case it shall file with the commissioner (1) an agreement that it may be served with process in this state in a proceeding for the enforcement of an obligation of a domestic corporation which is a party to the merger or consolidation; (2) an irrevocable appointment of the commissioner as its agent to accept service of process in these proceedings.
AK Stat § 10.20.275 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 4. Merger, Consolidation, and Disposition of Assets.|Sec. 10.20.275. Effect of merger or consolidation of foreign and domestic corporations.

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.
AK Stat § 10.20.280 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 4. Merger, Consolidation, and Disposition of Assets.|Sec. 10.20.280. Sale, lease, exchange, mortgage, or other disposition of assets.

(a) A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized 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 the sale, lease, exchange, mortgage, pledge, or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, the terms and conditions thereof and the consideration to be received by the corporation therefor. This authorization shall require at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. After authorization by a vote of members, the board of directors may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under related contracts, without further action or approval by members. (c) If there are no members, or no members entitled to vote, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.
AK Stat § 10.20.285 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 4. Merger, Consolidation, and Disposition of Assets.|Sec. 10.20.285. Other transactions.

Under AS 10.55 (Alaska Entity Transactions Act), a corporation may enter into mergers, interest exchanges, conversions, and domestications that are not covered by AS 10.20.216 - 10.20.280.
AK Stat § 10.20.290 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.290. Voluntary dissolution.

(a) A corporation may dissolve and wind up its affairs in the manner set out in (b) and (c) of this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution 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 dissolving the corporation, 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 dissolve the corporation 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, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office. (d) Upon the adoption of a resolution by the members, or by the board of directors if there are no members or no members entitled to vote, the corporation shall cease to conduct its affairs except as may be necessary to wind them up, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter. (e) Following the adoption of a resolution to dissolve, a copy of it executed by the corporation's president or vice-president and a secretary or assistant secretary shall be immediately filed with the commissioner. The resolution must state the number of members and the number of directors voting for and against it. (f) A corporation, which has filed a resolution of voluntary dissolution, which has not concluded its affairs and received a certificate of dissolution, within two years after the date of filing the resolution, shall be involuntarily dissolved by the commissioner.
AK Stat § 10.20.295 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.295. Distribution of assets.

The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) all liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor; (2) assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with the requirements; (3) assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, under a plan of distribution adopted as provided in this chapter; (4) other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; (5) any remaining assets may be distributed to persons, societies, organizations or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.
AK Stat § 10.20.300 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.300. Plan of distribution.

(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.
AK Stat § 10.20.305 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.305. Revocation of voluntary dissolution proceedings.

(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.
AK Stat § 10.20.310 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.310. Articles of dissolution.

If voluntary dissolution proceedings have not been revoked, then, after all debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made for payment, and all of the remaining property and assets of the corporation transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation by its president or a vice-president and its secretary or an assistant secretary. The articles of dissolution must set out (1) the name of the corporation; (2) if there are members entitled to vote, (A) a statement setting out the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting, and that the resolution received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or (B) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote; (3) if there are no members, or no members entitled to vote, a statement of the fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office; (4) that all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made for the payment; (5) a copy of the plan of distribution, if any, as adopted by the corporation, or a statement that no plan was adopted; (6) that all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter; (7) that there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against it in a pending suit.
AK Stat § 10.20.315 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.315. Filing of articles of dissolution.

(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.
AK Stat § 10.20.320 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.320. Effect of certificate of dissolution.

Upon the issuance of the certificate of dissolution the existence of the corporation ceases, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter.
AK Stat § 10.20.325 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.325. Grounds for involuntary dissolution.

A corporation may be dissolved involuntarily by the commissioner when it is established that (1) the corporation has failed to file its biennial report within the time required by this chapter; (2) the corporation procured its articles of incorporation through fraud; (3) the corporation has continued to exceed or abuse the authority conferred upon it by law; (4) the corporation has failed for 30 days to appoint and maintain a registered agent in the state; (5) the corporation has failed for 30 days after change of its registered office or registered agent to file in the office of the commissioner a statement of the change; (6) the corporation has failed, within the time required by this chapter, to revoke or complete a plan of voluntary dissolution; or (7) the corporation is 90 days delinquent in filing a notice of change of an officer or director as required by this chapter.
AK Stat § 10.20.335 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.335. Notice to corporation.

When the commissioner determines that a corporation has given any cause for involuntary dissolution, the commissioner shall mail to the corporation a notice, setting out the grounds for involuntary dissolution, 60 days before a certificate of dissolution is issued. The commissioner shall mail the notice and any subsequent certificate of dissolution in the same manner as required for notices and certificates of involuntary dissolution under AS 10.06.633(i).
AK Stat § 10.20.345 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.345. Removal of ground for dissolution.

If the corporation, within the time required by this chapter, files its biennial report or appoints or maintains a registered agent as provided in this chapter, or files with the commissioner the required statement of change of registered office or registered agent, or revokes or concludes a plan of voluntary dissolution, the commissioner's authority to involuntarily dissolve the corporation ceases.
AK Stat § 10.20.355 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.355. Jurisdiction of court to liquidate assets and business of corporation.

The superior court may liquidate the assets and business of a corporation in the cases provided in AS 10.20.360 - 10.20.370.
AK Stat § 10.20.360 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.360. Action by members for liquidation.

In an action by a member, the superior court may liquidate the assets and business of a corporation when it is established that (1) the directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is being suffered or is threatened by reason of the deadlock; (2) the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; (3) the members are deadlocked in voting power, and have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (4) the corporate assets are being misapplied or wasted.
AK Stat § 10.20.365 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.365. Action by creditor for liquidation.

(a) In an action by a creditor, the superior court may liquidate the assets and business of a corporation when (1) the claim of the creditor has been reduced to judgment and an execution on the judgment has been returned unsatisfied and it is established that the corporation is insolvent; or (2) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent. (b) In this section “insolvent” means inability of a corporation to pay its debts as they become due in the usual course of its business.
AK Stat § 10.20.370 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.370. Liquidation on application by corporation.

Upon application by a corporation that has filed a statement of intent to dissolve, as provided in this chapter, to have its liquidation continued under the supervision of the court, the superior court may liquidate the assets and affairs of the corporation.
AK Stat § 10.20.380 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.380. Joinder of members.

It is not necessary to make members parties to an action or proceeding for liquidation of the assets of a corporation unless relief is sought against them personally.
AK Stat § 10.20.385 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.385. Procedure in liquidation of corporation by court.

In a proceeding to liquidate the assets and business of a corporation the superior court may issue injunctions, appoint a receiver pendente lite with powers and duties as the court may direct, and take other proceedings necessary to preserve the corporate assets wherever situated and carry on the business of the corporation until a full hearing is had.
AK Stat § 10.20.390 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 20. Alaska Nonprofit Corporation Act|Article 5. Dissolution.|Sec. 10.20.390. Appointment of receiver; powers.

After a hearing held upon such notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver with authority to collect the assets of the corporation, including amounts owing to the corporation by members. The liquidating receiver may, subject to the order of the court, sell, convey, and dispose of all or a part of the assets of the corporation wherever situated, either at public or private sale.