reglab/housing_qa huggingface dataset:
AK Stat § 10.06.546 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.546. Manner of approval by shareholders.

At each meeting for which notice is given under AS 10.06.544 a vote of the shareholders shall be taken on the proposed plan of merger, consolidation, or exchange. Each outstanding share of each corporation may vote on the proposed plan whether or not the share has voting rights under the articles of the corporation. The plan is approved if it receives the affirmative vote of at least two-thirds of the outstanding shares of each corporation. If a class of shares of a corporation is entitled to vote on the plan as a class, the plan is approved if it receives the affirmative vote of at least two-thirds of the outstanding shares of each class of shares entitled to vote on the plan as a class and the affirmative vote of at least two-thirds of the total shares entitled to vote on the plan. A class of shares of a corporation is entitled to vote as a class if a plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would entitle the class of shares to vote as a class and, in the case of an exchange, if the class is included in the exchange.
AK Stat § 10.06.548 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.548. Abandonment of plan of merger, consolidation, or exchange.

After approval of the outstanding shares of each corporation under AS 10.06.546 and before the filing of the articles of merger, consolidation, or exchange, the merger, consolidation, or exchange may be abandoned under provisions set out in the plan.
AK Stat § 10.06.550 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.550. Execution and contents of articles of merger, consolidation, or exchange.

After approval, articles of merger, articles of consolidation, or articles of exchange shall be executed by each corporation by its president or a vice-president and by its secretary or an assistant secretary, and must set out the (1) plan of merger, consolidation, or exchange; (2) number of shares outstanding of each corporation and, if the shares of a class were entitled to vote as a class, the designation and number of outstanding shares of the class; and (3) number of shares voted for and against the plan and, if the shares of a class were entitled to vote as a class, the number of shares of the class voted for and against the plan.
AK Stat § 10.06.552 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.552. Filing of articles of merger, consolidation, or exchange.

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.
AK Stat § 10.06.554 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.554. Merger of subsidiary corporation.

A corporation owning at least 90 percent of the outstanding shares of each class of another corporation may merge the other corporation into itself without approval by a vote of the shareholders of either corporation.
AK Stat § 10.06.556 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.556. Procedure for merger of subsidiary corporation.

(a) The board of a proposed surviving corporation shall, by resolution, approve a plan of merger setting out (1) the name of the subsidiary corporation and the name of the corporation owning at least 90 percent of its shares; (2) subject to AS 10.06.542, the manner and basis of converting the shares of the subsidiary corporation into shares, obligations, or other securities of the surviving or other corporation or, in whole or in part, into cash or other property. (b) A copy of a plan of merger shall be mailed to each shareholder of record of the subsidiary corporation. (c) Articles of merger shall be executed by the surviving corporation by its president or a vice-president and by its secretary or an assistant secretary and must set out the (1) plan of merger; (2) number of outstanding shares of each class of the subsidiary corporation and the number of those shares of each class owned by the surviving corporation; and (3) date of the mailing to shareholders of the subsidiary corporation of the plan of merger.
AK Stat § 10.06.558 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.558. Filing of articles of merger of subsidiary corporation.

An original and an exact copy of the articles of merger of a subsidiary corporation shall be delivered to the commissioner for processing according to AS 10.06.910 and for the issuance of a certificate of merger.
AK Stat § 10.06.562 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.562. Merger, consolidation, or exchange of shares between domestic and foreign corporation.

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.
AK Stat § 10.06.564 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.564. Disclosure of alien affiliates.

Not less than 20 days before the consummation of an organic change under AS 10.06.530 - 10.06.562, the surviving or new corporation shall deliver to the commissioner (1) a list of the names and addresses of each alien affiliate of the surviving or new corporation; (2) the percentage of outstanding shares controlled by each alien affiliate; and (3) a specific description of the nature of the relationship between the surviving or new corporation and its alien affiliate.
AK Stat § 10.06.566 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.566. Disposition of assets in regular course of business; mortgage or pledge of assets.

The board of the corporation, without the approval of the shareholders or outstanding shares of the corporation, may authorize the sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of its business and the mortgage or pledge of any or all property and assets of a corporation whether or not in the usual and regular course of business, upon terms and conditions and for consideration, that may consist in whole or in part of cash or other property, including shares, obligations, or other securities of another domestic or foreign corporation.
AK Stat § 10.06.568 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.568. Disposition of assets not in regular course of business.

(a) A sale, lease, exchange, or other disposition of all, or substantially all, of the property and assets, with or without the good will, of a corporation, if not in the usual and regular course of its business, may be made upon terms and conditions and for consideration, that may consist in whole or in part of cash or other property, including shares, obligations or other securities of another foreign or domestic corporation, as authorized in (b) of this section. (b) A sale, lease, exchange, or other disposition shall be recommended to the shareholders by resolution approved by the board and submitted to a vote of the shareholders at a regular or special meeting. Written notice shall be given to each shareholder of record of the corporation, whether or not the shares 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 sale, lease, exchange, or other disposition, and include a copy of AS 10.06.574 - 10.06.576, concerning the rights of a dissenting shareholder.
AK Stat § 10.06.570 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.570. Approval of transaction by shareholders.

(a) At a meeting for which notice is given under AS 10.06.568(b) a vote of the shareholders shall be taken on the recommended sale, lease, exchange, or other disposition and the shareholders may fix, or may authorize the board to fix, the terms and conditions and the consideration to be received by the corporation. The transaction is approved if the recommendation of the board receives the affirmative vote of at least two-thirds of the outstanding shares of the corporation, unless a class of shares is entitled to vote as a class, in which event the transaction shall be approved upon receiving the affirmative vote of at least two-thirds of the outstanding shares of each class of shares entitled to vote as a class and of the total shares entitled to vote. (b) If the buyer in a sale of assets under AS 10.06.568 is in control of or under common control with the seller, the principal terms of the sale must be approved by at least 90 percent of the outstanding shares of the seller unless the sale is to a domestic or foreign corporation in consideration for the nonredeemable common shares of the purchasing corporation or its parent.
AK Stat § 10.06.572 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.572. Abandonment of transaction by board.

The board in its discretion may abandon a sale, lease, exchange, or other disposition of assets after approval by the shares without further action or approval by the shares, subject to the rights of third parties under contracts relating to the sale, lease, exchange, or other disposition.
AK Stat § 10.06.574 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.574. Right of shareholders to dissent.

(a) A shareholder may dissent from the following corporate actions: (1) a plan of merger, consolidation, or exchange to which the corporation is a party; or (2) a sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual and regular course of its business, including a sale in dissolution, but not including a sale under a court order or a sale for cash on terms requiring that all or substantially all of the net proceeds of the sale be distributed to the shareholders in accordance with their respective interests within one year after the date of sale. (b) The rights of a shareholder who dissents as to less than all of the shares registered in the name of the shareholder shall be determined as if the shares as to which the shareholder dissents and the other shares of the shareholder are registered in the names of different shareholders. (c) This section does not apply to the shareholders of the surviving corporation in a merger if a vote of shareholders of the surviving corporation is not necessary to authorize the merger. (d) This section does not apply to the holders of shares of a class or series if the shares of the class or series were registered on a national securities exchange on the date fixed to determine the shareholders entitled to vote at the meeting of shareholders at which the plan of merger, consolidation, or exchange or the proposed sale or exchange of property and assets is to be acted upon unless the articles of the corporation provide otherwise.
AK Stat § 10.06.582 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.582. Status of shares acquired from dissenting shareholders.

Shares acquired by a corporation under AS 10.06.578 and 10.06.580 shall be held and disposed of by the corporation as other shares reacquired under AS 10.06.388, except that, in the case of a merger or consolidation, they shall be held and disposed of as the plan of merger or consolidation may otherwise provide.
AK Stat § 10.06.595 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.595. Application of provisions.

Except as provided by AS 10.55.201(c)(1)(A) and 10.55.301(d), a corporation may enter into a merger, interest exchange, conversion, or domestication under AS 10.55. AS 10.06.566 and 10.06.568 do not apply to mergers, interest exchanges, conversions, and domestications that are covered by AS 10.55.
AK Stat § 10.06.600 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 8. Organic Change.|Sec. 10.06.600. Definitions.

In AS 10.06.530 - 10.06.590, (1) “consolidation” means a consolidation authorized by AS 10.06.534 or 10.06.562; (2) “merger” means a merger authorized by AS 10.06.530 or 10.06.562; (3) “share exchange” means a share exchange authorized by AS 10.06.538 or an exchange of shares covered by AS 10.06.562.
AK Stat § 10.06.605 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.605. Voluntary dissolution by vote or written consent of shares, or by approval of the board.

(a) A corporation may elect voluntarily to wind up and dissolve by (1) the vote of shareholders taken at a special or annual meeting with notice under AS 10.06.410 to each shareholder entitled to vote at the meeting and stating that the purpose, or one of the purposes, of the meeting is to consider approval of voluntary dissolution of the corporation; at the meeting the election to voluntarily dissolve is adopted upon receiving the affirmative votes of two-thirds or more of the shares of the corporation entitled to vote, unless any class of shares is entitled to vote as a class, in which case the election is adopted upon receiving the affirmative vote of two-thirds or more of the shares of each class entitled to vote as a class and of two-thirds or more of the shares entitled to vote; or (2) written consent of the shares taken without a meeting under AS 10.06.423. (b) A corporation may elect by approval of the board to wind up and dissolve if the corporation has (1) been adjudicated bankrupt; (2) disposed of all of its assets and has not conducted any business for a period of five years immediately preceding the adoption of the resolution to dissolve the corporation; or (3) issued no shares.
AK Stat § 10.06.608 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.608. Certificate of election: contents, signing, and filing.

(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.
AK Stat § 10.06.610 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.610. Revocation of election; contents, signing, and filing of certificate.

(a) A voluntary election to wind up and dissolve under AS 10.06.605 may be revoked before distribution of assets by an election to revoke made in the same manner as an election under AS 10.06.605. A certificate evidencing the election to revoke shall be signed and filed in the manner prescribed in AS 10.06.608. (b) The certificate must set out (1) that the corporation has revoked its election to wind up and dissolve; (2) that no assets have been distributed as a result of the election; (3) the number of shares voting for the revocation and the total number of outstanding shares the holders of which were entitled to vote on the revocation, if the election to revoke was made by the vote of shareholders; (4) a copy of the written consent signed by all shareholders of the corporation if the election to revoke was made by the written consent of the shares; (5) the resolution of the board if the election to revoke was made by the board.
AK Stat § 10.06.613 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.613. Effective date of revocation and effect of revocation.

Revocation of a voluntary dissolution proceeding is effective upon compliance with AS 10.06.610 and the corporation may again carry on its business.
AK Stat § 10.06.615 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.615. Commencement and conduct of voluntary proceedings for winding up; cessation of business; notice.

(a) Voluntary proceedings for winding up the corporation commence upon the resolution of shareholders or directors of the corporation electing to wind up and dissolve, or upon the filing with the corporation of a written consent of the shareholders. (b) If a voluntary proceeding for winding up has commenced, the board shall continue to act as a board and has powers as provided in (c) of this section to wind up and settle its affairs, both before and after the filing of the certificate of dissolution. (c) If a voluntary proceeding for winding up has commenced, the corporation shall cease to carry on business except to the extent necessary for the beneficial winding up of its business and except during the period the board considers necessary to preserve the corporation's goodwill or going-concern value pending a sale of its business or assets, in whole or in part. The board shall give written notice of the commencement of the proceeding for voluntary winding up by mail to all shareholders and all known creditors and claimants whose addresses appear on the records of the corporation. It is unnecessary to give notice to shareholders who voted in favor of winding up and dissolving the corporation.
AK Stat § 10.06.618 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.618. Judicial supervision of voluntary winding up; petition and notice; orders protecting shareholders and creditors.

If a corporation is in the process of voluntary winding up, a court, upon the petition of the corporation, a five-percent shareholder, or three or more creditors, and upon notice to the corporation and to other persons interested in the corporation as shareholders and creditors as the court may order, may take jurisdiction over the voluntary winding-up proceeding if it appears necessary for the protection of any parties in interest. The court, if it assumes jurisdiction, may make orders as to any and all matters concerning the winding up of the affairs of the corporation and for the protection of its shareholders and creditors of the corporation.
AK Stat § 10.06.620 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.620. Articles of dissolution: contents.

If a corporation has been completely wound up without court proceedings, a majority of the directors then in office shall sign articles of dissolution stating that (1) the corporation has been completely wound up; (2) its known debts and liabilities have been actually paid, or adequately provided for under AS 10.06.668, or paid or adequately provided for as far as the assets of the corporation permit, or that it has incurred no known debts or liabilities; if there are known debts or liabilities for which adequate provision for payment has been made, the articles of dissolution must state what provision has been made, setting out the name and address of the corporation, person, or governmental agency that has assumed or guaranteed payment, or the name and address of the depositary with which deposit has been made and such 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; (3) its known assets have been distributed to shareholders, or, if there are no shareholders, to persons entitled to the assets, or wholly applied or deposited on account of its debts and liabilities, or that it acquired no known assets; (4) the corporation is dissolved.
AK Stat § 10.06.623 (2021)
2021 Alaska Statutes|Title 10. Corporations and Associations|Chapter 06. Alaska Corporations Code|Article 9. Dissolution.|Sec. 10.06.623. Filing of articles of dissolution.

An original and an exact copy of the articles of dissolution shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of dissolution.