reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 4. Merger, Consolidation, and Disposition of Assets. › Sec. 10.20.266. Merger or consolidation of domestic and foreign corporations.

One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the manner provided in AS 10.20.271 and 10.20.275 if the merger or consolidation is permitted by the laws of the state under which each foreign corporation is organized.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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).
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 5. Dissolution. › Sec. 10.20.395. Disposition of assets or proceeds.

The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition of the assets shall be applied and distributed as follows:
(1) all costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate provision shall be made for payment;
(2) assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with these requirements;
(3) assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation as the court may direct;
(4) other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive right of members, or any class or classes of members, or provide for distribution to others;
(5) any remaining assets may be distributed to persons, societies, organizations, or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the court may direct.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 5. Dissolution. › Sec. 10.20.405. Compensation of receiver and attorneys.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 5. Dissolution. › Sec. 10.20.420. Qualifications of receivers.

A receiver shall be a citizen of the United States or a corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in the state. A receiver shall give the bond the court directs with sureties the court requires.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 5. Dissolution. › Sec. 10.20.425. Filing of claims in liquidation proceedings.

(a) In a proceeding to liquidate the assets and business of a corporation the court may require creditors of the corporation to file with the clerk of the court or with the receiver, in the form the court prescribes, proof under oath of their respective claims.
(b) If the court requires the filing of claims it shall fix a date, not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice to be given to creditors and claimants of the date fixed. Before the date fixed, the court may extend the time of the filing of claims.
(c) A creditor who fails to file proof of a claim on or before the date fixed may be barred by order of the court from participating in the distribution of the assets of the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 5. Dissolution. › Sec. 10.20.430. Discontinuance of liquidation proceedings.

The liquidation of the assets and business of a corporation may be discontinued at any time during the liquidation proceeding when it is established that cause for liquidation no longer exists. In this event, the court shall dismiss the proceeding and direct the receiver to redeliver to the corporation its remaining property and assets.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 5. Dissolution. › Sec. 10.20.435. Decree of involuntary dissolution.

In proceedings to liquidate the assets and business of a corporation, when the costs and expenses of the proceeding and the debts, obligations, and liabilities of the corporation have been paid and discharged or when the remaining property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, and all the property and assets have been applied to their payment, the court shall enter a decree dissolving the corporation. Upon entry of the decree, the existence of the corporation ceases.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 5. Dissolution. › Sec. 10.20.445. Deposit with commissioner of amount due creditors or members.

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to a creditor or member who is unknown or cannot be found, or who is under disability and there is no legally competent person to receive the distributive portion, shall be reduced to cash and deposited with the commissioner and shall be paid over to the creditor or member or the legal representative of the creditor or member upon proof satisfactory to the commissioner of a right to it.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 5. Dissolution. › Sec. 10.20.450. Survival of remedy after dissolution.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 5. Dissolution. › Sec. 10.20.452. Continued existence for certain purposes.

If a dissolved corporation is the owner of real or personal property, or claims an interest in or lien upon real or personal property, the corporation through its board of directors continues to exist for five years after the date of dissolution for the purpose of conveying, transferring, or releasing the real or personal property or interest in or lien upon the property. In addition, a dissolved corporation through its board of directors continues to exist for the purpose of being made a party in an action or proceeding arising before dissolution and involving the title to real or personal property or an interest in it. The action or proceeding may be instituted and maintained in the same manner as before the dissolution of the corporation. This section does not affect or suspend a statute of limitations applicable to a claim. For the purpose of service of process, notice, or demand within the prescribed time following dissolution, the commissioner is an agent of the dissolved corporation upon whom service may be made in the manner prescribed in AS 10.06.175(b).
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.455. Certificate of authority required.

A foreign nonprofit corporation may not transact business in the state until it has procured a certificate of authority from the commissioner. A foreign corporation may not procure a certificate of authority to transact business in the state that a corporation organized under this chapter is not permitted to transact. A foreign corporation may not be denied a certificate of authority because the laws of the state or country under which it is organized governing its organization and internal affairs differ from the laws of the state. Nothing in this chapter authorizes the state to regulate the organization or the internal affairs of a foreign corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.460. Activities not constituting transacting business in the state.

Without excluding other activities which may not constitute transacting business in the state, a foreign corporation does not transact business in the state by carrying on any of the following activities:
(1) maintaining or defending any action or suit or an administrative or arbitration proceeding, or effecting its settlement or the settlement of claims or disputes;
(2) holding meetings of its directors, shareholders, or members or carrying on other activities concerning its internal affairs;
(3) maintaining bank accounts;
(4) securing or collecting debts, or enforcing rights in property securing debts;
(5) transacting business in interstate commerce;
(6) granting funds;
(7) distributing information to members;
(8) conducting an isolated transaction completed within a period of 30 days not in the course of a number of repeated transactions of like nature.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.465. Equal status as domestic corporations.

A foreign corporation that has received a certificate of authority enjoys the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set out in the application under which the certificate of authority is issued and, except as otherwise provided in this chapter, is subject to the duties, restrictions, penalties, and liabilities imposed upon a domestic corporation of like character.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.470. Corporate name of foreign corporation.

A certificate of authority may not be issued to a foreign corporation unless the corporate name of the corporation
(1) does not contain a word or phrase that indicates or implies that it is organized for any purpose other than the purpose contained in its articles of incorporation;
(2) is available for use by the foreign corporation under AS 10.20.021(b).
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.471. Assumed corporate name.

When a foreign corporation, applying for a certificate of authority, has a name that is not available for use by the foreign corporation under AS 10.20.021(b), it shall
(1) select a name under which it elects to do business in the state;
(2) clearly identify on all advertising, contracts, and other legal documents its true corporate name as well as its assumed name.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.475. Change of name by foreign corporation.

When a foreign corporation authorized to transact business in the state changes its name to one under which a certificate of authority would not be granted to it, the certificate of authority of the corporation is suspended and it may not transact business in the state until it has changed its name to a name available to it under the laws of the state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.485. Contents of application.

The application must set out
(1) the name of the corporation and the state or country under the laws of which it is incorporated;
(2) the date of incorporation and the period of duration of the corporation;
(3) the address of the principal office of the corporation in the state or country under the laws of which it is incorporated;
(4) the address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at that address;
(5) the purpose or purposes of the corporation that it proposes to pursue in conducting its affairs in the state;
(6) the names and addresses of the directors and officers of the corporation;
(7) additional information which may be necessary or appropriate in order to enable the commissioner to determine whether the corporation is entitled to a certificate of authority to conduct affairs in the state;
(8) the name and address of a person owning at least five percent of the shares, or five percent of any class of shares, and the percentage of the shares or class of shares owned by that person.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.495. Filing of application for certificate of authority.

(a) Upon finding that the application conforms to law, the commissioner shall, when all fees prescribed in this chapter have been paid
(1) endorse on each document the word “filed,” and the date of the filing;
(2) file one duplicate original of the application in the commissioner's office;
(3) issue a certificate of authority to transact business in the state and affix the other duplicate original application to it.
(b) The certificate of authority, together with the duplicate original of the application affixed to it by the commissioner, shall be returned to the corporation or its representative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.500. Effect of certificate of authority.

Upon the issuance of a certificate of authority by the commissioner, the corporation may transact business in the state for the purpose set out in its application, subject, however, to the right of the state to suspend or revoke the authority as provided in this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.505. Registered office and registered agent of foreign corporation.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.510. List of foreign corporations and registered offices and agents.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.515. Change of registered office or registered agent of foreign corporation.

A foreign corporation authorized to transact business in the state may change its registered office or change its registered agent, or both, upon filing with the department a statement setting out
(1) the name of the corporation;
(2) the address of its registered office;
(3) if the address of its registered office is to be changed, the address of the proposed office;
(4) the name of its registered agent;
(5) if its registered agent is to be changed, the name of its successor registered agent;
(6) that the address of its registered office and the address of the business office or its registered agent, as changed, will be identical;
(7) that the change is authorized by resolution adopted by the board of directors.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.520. Execution, filing, and effective date of statement.

The statement shall be executed by the corporation by its president or a vice-president and delivered to the commissioner. Upon finding that the statement conforms to the provisions of this chapter, the commissioner shall file the statement in the commissioner's office, and, upon filing the statement, the change of address of the registered office, or the change of registered agent, or both, becomes effective.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.525. Service of process on foreign corporation.

The registered agent appointed by a foreign corporation authorized to transact business in the state shall be an agent of the corporation upon whom process, notice, or demand required or permitted by law to be served upon the corporation may be served.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.530. Service on commissioner.

When a foreign corporation authorized to transact business in the state, or not authorized to transact business in the state but doing so, fails to appoint or maintain a registered agent in the state, or when a registered agent cannot with reasonable diligence be found at the registered office, or when the certificate of authority of a foreign corporation is suspended or revoked, the commissioner is an agent upon whom process, notice, or demand may be served. Service on the commissioner shall be made by delivering to and leaving with the commissioner, or the commissioner's designee, duplicate copies of the process, notice, or demand, accompanied by a fee established by the department by regulation. The commissioner shall immediately have one copy forwarded by registered or certified mail, addressed to the corporation at its principal office in the state or country under whose laws it is incorporated. Service on the commissioner is returnable in not less than 30 days.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.535. Records of commissioner.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.540. Procedure not exclusive.

Nothing in AS 10.20.525 - 10.20.535 limits or affects the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.545. Amendment of articles of incorporation of foreign corporation.

When the articles of incorporation of a foreign corporation authorized to transact business in the state are amended, the foreign corporation shall, within 30 days after the amendment becomes effective, file with the department a copy of the amendment authenticated by the proper officer of the state or country under whose laws it is incorporated. The filing of the amendment does not enlarge or alter the purpose that the corporation may pursue in the transaction of business in the state, nor authorize the corporation to transact business in the state under a name other than the name set out in its certificate of authority.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.550. Merger of foreign corporation authorized to transact business in the state.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.555. When amended certificate of authority required.

A foreign corporation authorized to transact business in the state shall procure an amended certificate of authority if it changes its corporate name, or desires to pursue in the state other or additional purposes than those set out in its earlier application for a certificate of authority, by making application to the commissioner.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.560. Withdrawal of foreign corporation.

A foreign corporation authorized to transact business in the state may withdraw from the state upon procuring from the commissioner a certificate of withdrawal. To procure a certificate of withdrawal, the foreign corporation shall deliver to the commissioner an application for withdrawal.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.565. Contents of application for withdrawal.

The application for withdrawal must set out
(1) the name of the corporation and the state or country where it is incorporated;
(2) that the corporation is not transacting business in the state;
(3) that the corporation surrenders its authority to transact business in the state;
(4) that the corporation revokes the authority of its registered agent in the state to accept service of process and consents that service of process in an action, suit, or proceeding based upon a cause of action arising in the state during the time the corporation was authorized to transact business in the state may be made on the corporation by service on the commissioner;
(5) a post office address to which the commissioner may mail a copy of a process against the corporation that may be served on the commissioner;
(6) additional information necessary or appropriate to enable the commissioner to determine and assess unpaid fees payable as prescribed in this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.570. Form and execution of application for withdrawal.

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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.575. Filing of application for withdrawal.

(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.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 20. Alaska Nonprofit Corporation Act › Article 6. Foreign Corporations. › Sec. 10.20.585. Grounds for revocation of certificate of authority.

The certificate of authority of a foreign corporation to transact business in the state may be revoked by the commissioner when
(1) the corporation fails to file its biennial report within the time required by this chapter, or fails to pay fees or penalties prescribed in this chapter when they are due and payable;
(2) the corporation fails to appoint and maintain a registered agent in this state;
(3) the corporation fails, after change of its registered office or registered agent, to file with the commissioner a statement of the change as required by this chapter;
(4) the corporation fails to file with the department an amendment to its articles of incorporation or articles of merger within the time prescribed by this chapter;
(5) a misrepresentation has been made of a material matter in an application, report, affidavit, or other document submitted under this chapter; or
(6) the corporation is 90 days delinquent in filing a notice of change of an officer or director as required by this chapter.