reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.811. Filing of biennial report.

(a) A biennial report of a domestic or foreign corporation shall be filed with the department and is due before January 2 of the filing year. A domestic corporation filing articles of incorporation and a foreign corporation receiving a certificate of authority during an even-numbered year must file the biennial report each even-numbered year. A domestic corporation filing articles of incorporation and a foreign corporation receiving a certificate of authority during an odd-numbered year must file the biennial report each odd-numbered year. The biennial report is delinquent if not filed before February 1 of each odd or even year as provided in this section. Delinquent returns are subject to the penalty in AS 10.06.815.
(b) Proof to the satisfaction of the commissioner that on or before February 1 the report was deposited in the United States mail in a sealed envelope, properly addressed with postage prepaid, is compliance with (a) of this section.
(c) The commissioner shall file the report if it conforms to the requirements of this chapter. If the commissioner finds that the report does not conform to the requirements of this chapter, the report shall promptly be returned to the corporation for necessary corrections. If the report is corrected to conform to the requirements of this chapter and returned to the commissioner in sufficient time to be filed before April 1 of the year in which it is due, the penalties for failure to file the report within the time provided in AS 10.06.815 do not apply.
(d) Upon receipt of a form from the commissioner, a domestic or foreign corporation must file a biennial report within six months after original incorporation or authorization to transact business in this state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.813. Filing notice of change of officers, directors, five percent shareholders, and alien affiliates.

(a) In the event of a change of an officer, director, or alien affiliate of a corporation during the first year of the biennial reporting period or a change in a five percent shareholder before September 30 of the first year of the biennial reporting period, the corporation shall file a notice of change amending the biennial report of the corporation before the following January 2.
(b) The notice shall be filed with the commissioner and shall state the name and current mailing address of each director, officer, five percent shareholder, or alien affiliate not included in the corporation's last filed biennial report, and the name of the person replaced and the office held. The notice shall be signed by the president or vice-president of the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.815. Penalty for failure to file biennial report.

A domestic or foreign corporation that fails or refuses to file a biennial report within the time set by this chapter is subject to a penalty of 10 percent of the amount of the corporation tax assessed against it for the period beginning January 1 of the year for which the report should have been filed. The commissioner shall assess the penalty at the time of the assessment of the corporation tax. If the amount of the corporation tax as originally assessed is adjusted in accordance with this chapter, the amount of the penalty shall also be adjusted to 10 percent of the amount of the adjusted corporation tax. The amount of the corporation tax and the amount of the penalty shall be separately stated in a notice to the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.818. Interrogatories by commissioner; judicial review.

(a) The commissioner may propound to a domestic or foreign corporation and to an officer or director of a domestic or foreign corporation interrogatories reasonably necessary and proper to enable the commissioner to ascertain whether the corporation has complied with the provisions of this chapter.
(b) Interrogatories shall be propounded by the commissioner or the designee of the commissioner to
(1) a domestic corporation by complying with AS 10.06.175;
(2) a foreign corporation by complying with AS 10.06.763;
(3) an individual officer or director of a domestic or foreign corporation by mailing by certified mail a copy of the interrogatories addressed to the person at the place of business of the person in this state, or, if the person has no place of business in this state, to the principal office or place of business of the person.
(c) Interrogatories shall be answered within 30 days or within the additional time fixed by the commissioner or by the superior court. Answers shall be full and complete, in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by that person, and if directed to a corporation they shall be answered by the president, vice-president, secretary, or assistant secretary of the corporation or, in the instance of a foreign corporation, the person or persons functioning as comparable officers in accordance with the laws of the state of incorporation.
(d) A petition stating good cause to extend the date for answer, to modify or set aside the interrogatories propounded by the commissioner, or to enforce compliance with AS 10.06.820 may be filed in the superior court before the expiration of the 30 days fixed in this section for answer.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.820. Confidentiality of information disclosed by interrogatories.

Interrogatories and answers propounded and obtained under AS 10.06.818 are not open to public inspection and the commissioner may not disclose facts or information obtained from the interrogatories except as the official duty of the commissioner requires or unless the interrogatories or the answers are required for evidence in criminal proceedings or other action by the state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.823. Failure or refusal to answer interrogatories; filing of related documents.

Unless otherwise provided by an order of court issued in response to a petition filed under AS 10.06.818(d),
(1) a domestic or foreign corporation and each officer or director of a domestic or foreign corporation that fails or refuses to answer truthfully and fully interrogatories propounded by the commissioner within the time prescribed by AS 10.06.818(c) is guilty of a class A misdemeanor; and
(2) the commissioner need not file a document to which the interrogatories relate until the interrogatories are properly answered and need not file a document to which the interrogatories relate if the answers disclose that the document does not conform to the provisions of this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.825. Penalty imposed upon officers and directors.

An officer or director of a domestic or foreign corporation who signs articles, or a statement, report, application, or other document filed with the commissioner that is known to the officer or director to be false in a material respect, is guilty of a class A misdemeanor.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.828. Fees for filing articles and certain applications.

A domestic or foreign corporation that is required to file articles of incorporation, an application for a certificate of authority, amendatory articles, or other application with the department, except corporate entities organized under AS 10.20 and corporate entities organized under the laws of the United States or the laws of a state or territory of the United States or the laws of a foreign country for the same purposes as those allowed under AS 10.20, shall pay to the commissioner a filing fee established by the department by regulation. The filing fee shall be uniform and fixed without reference to the amount of authorized shares.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.830. Fees for filing certain documents related to agents.

(a) A foreign corporation filing with the department a certificate of the appointment and consent of an agent residing in this state, or a certificate of revocation of the appointment of a resident agent, shall pay to the commissioner a fee established by the department by regulation.
(b) For filing a statement of change of address of registered agent under AS 10.06.170(a) or resignation under AS 10.06.170(b), the agent shall pay to the commissioner a fee established by the department by regulation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.833. Payments and filing for withdrawal of foreign corporation.

A foreign corporation that has been issued a certificate of authority under AS 10.06.705 may withdraw from this state upon payment of all biennial corporation taxes and penalties due at the time of desired withdrawal and by filing with the department an application for a certificate of withdrawal signed by its proper officers and under its corporate seal. The fee for filing the application with the commissioner shall be established by the department by regulation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.835. Fees on dissolution of domestic corporation.

A domestic corporation shall pay to the commissioner a fee established by the department by regulation for filing the documents required by this chapter for the dissolution of a domestic corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.838. Payments and filing required for certificate of dissolution of foreign corporation.

If a foreign corporation desires to file a certificate of dissolution from the state of its incorporation, it shall file the certificate, signed by the proper state officer, under seal, upon payment of all biennial corporation taxes and penalties due to this state at the time of dissolution. The filing fee for the certificate of dissolution shall be established by the department by regulation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.843. Other filing fees.

(a) The filing fee for a document not otherwise provided in this chapter shall be established by the department by regulation.
(b) The department may by regulation charge a corporation subject to this chapter a fixed fee in place of the fees specified in this chapter, and for routine administrative services rendered to a corporation by the department.
(c) Notwithstanding (b) of this section fees required under AS 10.06.140 and AS 10.06.828 are not included in a fixed fee.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.845. Biennial corporation tax; penalty for nonpayment.

(a) A domestic corporation and a foreign corporation doing business in this state or having its articles of incorporation on file with the department shall, before January 2 of each filing year, pay to the commissioner a biennial corporation tax as follows: domestic corporation, $100; foreign corporation, $200. A corporation that fails to pay the biennial corporation tax before February 1 of the filing year must pay to the commissioner a penalty of $25 for each year or part of a year of delinquency.
(b) Proof to the satisfaction of the commissioner that on or before February 1 the tax or report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is compliance with (a) of this section.
(c) Corporate entities organized under AS 10.20 are not required to pay the biennial corporation tax imposed by this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.848. Failure to pay tax or make report as precluding suit by corporation.

(a) A domestic or foreign corporation may not commence a suit, action, or proceeding in a court in this state without alleging and proving at the time it commences the suit, action, or proceeding that it has paid its biennial corporation tax last due and has filed its biennial report for the last reporting period. A certificate of the payment of the biennial corporation tax and filing of the biennial report is prima facie evidence of the payment of the tax and the filing of the biennial report. The commissioner shall issue the certificate or a duplicate for a fee established by the department by regulation.
(b) A corporation that is dissolved involuntarily may commence an action under AS 10.06.675 without complying with (a) of this section.
(c) A foreign or domestic corporation that satisfies (a) of this section but is dissolved after commencing the suit, action, or proceeding may continue to maintain the action after the dissolution.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.850. Suits to compel tax payment; exemption from corporation tax.

The commissioner may institute a suit in the name of the state to enforce the payment of a biennial corporation tax. Corporate entities organized under AS 10.20 and foreign corporations organized under the laws of the United States or the laws of a state or territory of the United States or the laws of a foreign country for the same purposes as those allowed under AS 10.20 are exempt from the payment of the biennial corporation tax.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.853. Failure to pay tax as evidence of inability to meet maturing debts and liabilities.

Failure of a corporation to pay the biennial corporation tax for a period of one year after the date when payment first becomes due is prima facie evidence of the inability of a corporation to meet maturing debts and liabilities that may be shown under AS 10.06.360 by the state, a private person, or a corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.855. Payments to be made in advance.

Fees and charges provided for in this chapter, including the biennial corporation tax, shall be paid in advance.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.858. Accounting for and deposit of taxes and fees paid.

(a) All fees and taxes paid under this chapter shall be accounted for and deposited in the general fund.
(b) [Repealed, § 28 ch 90 SLA 1991.]
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.863. Appeal from revocation of certificate of authority.

If the commissioner revokes a certificate of authority of a foreign corporation to transact business in this state under this chapter, the foreign corporation may appeal to the superior court by filing with the clerk of the court a notice of appeal setting out a copy of its certificate of authority and a copy of the notice of revocation given by the commissioner. The matter shall be tried de novo by the superior court, and the court shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.865. Cancellation of certificates issued and filings accepted.

The commissioner may, within one year after a filing, and after written notice to the corporation or individual making the filing, cancel a certificate issued or filing accepted under this chapter, on any ground existing at the time of issuance or filing for which the commissioner could have originally refused to issue the certificate or accept the filing. The notice of cancellation must state the reason for the cancellation. A corporation or individual may request a hearing conducted by the office of administrative hearings (AS 44.64.010) within 90 days after receipt of the notice. Cancellation becomes final if the corporation or individual does not request a hearing within 90 days after receipt of notice. Notice of cancellation shall be sent by certified mail with return receipt requested. If the return receipt is not received by the department within a reasonable time and the department has made diligent inquiry as to the address of the corporation, notice may be made by publication in a newspaper of general circulation in the vicinity of the registered office of the corporation or the address of the individual who made the filing, and the cancellation becomes final 60 days after publication of the notice if the person or corporation does not request a hearing.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.868. Forms to be furnished by the commissioner.

Reports required by this chapter to be filed with the department or the commissioner must be on forms prescribed and furnished by the commissioner. Forms for other documents to be filed in the office of the department or the commissioner shall be furnished by the commissioner on request, but the use of those forms, unless required in this chapter, is not mandatory.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 12. Miscellaneous Provisions. › Sec. 10.06.905. Voting of shares; quorum; status of disqualified shares.

(a) If the articles of incorporation provide for more or less than one vote for a share on a matter, a reference in this chapter to a majority or other proportion of shares means a majority or other proportion of the votes entitled to be cast on that matter. If shares are disqualified from voting on a matter, they may not be considered outstanding for the determination of a quorum at a meeting to act upon or for the required vote to approve action upon that matter.
(b) A requirement in this chapter for a vote of each class of outstanding shares means a vote regardless of limitations or restrictions upon the voting rights of that class, unless expressly limited to voting shares.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 12. Miscellaneous Provisions. › Sec. 10.06.910. Processing of writings delivered to the commissioner.

If a writing delivered to the commissioner for filing conforms to law and all fees and corporation taxes prescribed in this chapter have been paid, the commissioner shall
(1) endorse on each original and an exact copy the word “filed” and the date of the filing;
(2) file the exact copy in the commissioner's office;
(3) return the original of the writing, together with any writing issued by the commissioner attached to the original, to the corporation or its representative.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 12. Miscellaneous Provisions. › Sec. 10.06.915. Disapproval of writing by commissioner; appeal.

If the commissioner fails to approve articles of incorporation, amendment, merger, consolidation, exchange, or dissolution, or any other document required by this chapter to be approved by the commissioner, the commissioner shall, within 10 days after the delivery of the document to the commissioner, give written notice of disapproval to the person or domestic or foreign corporation, delivering the document, and specifying the reasons for disapproval. The person or corporation may appeal from the disapproval to the superior court by filing with the clerk of the court a notice of appeal setting out a copy of the document sought to be filed and a copy of the written disapproval. The matter shall be tried de novo by the superior court, which shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 12. Miscellaneous Provisions. › Sec. 10.06.920. Correction of filed writings.

A writing relating to a corporation filed by the commissioner under this chapter may be corrected if it contains an error apparent on the face or defect in the execution of the writing, including the deletion of a matter not permitted to be stated in the writing. A certificate, entitled “Certificate of Correction of ... (correct title of writing and name of corporation)”, shall be signed in the same manner as the original writing and shall be delivered to the commissioner. The certificate must set out the name of the corporation, the date the writing to be corrected was filed by the commissioner, the provision in the writing corrected or eliminated, and, if the execution was defective, the proper execution. The filing of the certificate by the commissioner does not alter the effective time of the writing being corrected and does not affect any right or liability accrued or incurred before the filing. A corporate name may not be changed or corrected under this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 12. Miscellaneous Provisions. › Sec. 10.06.925. Writings and absence of filings as evidence.

(a) A writing filed by the commissioner relating to a corporation and containing statements of fact required or permitted by law and a certification by the commissioner of the absence of a filing shall be received in all courts, public offices, and official bodies as prima facie evidence of these facts and of the execution of the writing.
(b) If under the laws of a jurisdiction other than this state a writing by an officer in that jurisdiction or a copy of a writing certified or exemplified by the officer may be received as prima facie evidence of the incorporation, existence, or capacity of any foreign corporation incorporated in that jurisdiction, the writing when exemplified shall be received by all courts, public offices, and official bodies of this state as prima facie evidence with the same force as in another jurisdiction. The writing or certified copy of the writing shall be received without being exemplified if it is certified by the secretary of state or official performing the equivalent function as to corporate records of that jurisdiction.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 12. Miscellaneous Provisions. › Sec. 10.06.935. Waiver of notice.

If notice is required to be given to a shareholder or director of a corporation under the provisions of this chapter or under the provisions of the articles or bylaws of the corporation, a waiver of the notice in writing signed by the person entitled to notice, whether before or after the time stated for notice, is equivalent to the giving of notice.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 13. General Provisions. › Sec. 10.06.955. Application to existing corporations.

(a) This chapter applies to a domestic corporation organized under former AS 10.05 (the Alaska Business Corporation Act), and to the extent provided in AS 10.06.010, 10.06.020, 10.06.233, 10.06.433(g), 10.06.435, 10.06.450(d), and 10.06.705 - 10.06.870 to a foreign corporation authorized to do or doing business in this state.
(b) The existence of a corporation formed or existing on the date of enactment of this chapter is not affected by the enactment of this chapter or by any change in the requirements for the formation of corporations.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 13. General Provisions. › Sec. 10.06.958. Provisions construed as restatements and continuations.

If a provision of this chapter is substantially the same as a statutory provision in former AS 10.05 existing on July 1, 1989, it shall be construed as a restatement and continuation, and not as a new enactment.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 13. General Provisions. › Sec. 10.06.961. Distributions by Native corporations to minors in the custody of a state.

(a) Notwithstanding AS 13.46.085 or the appointment of a guardian of the property of the child under AS 47.10.010, when a child who is in the custody of this state under AS 47.10 or a minor who is in the custody of this state under AS 47.12 or of another state under a provision similar to AS 47.10 or AS 47.12 becomes entitled to receive dividends or other distributions resulting from the ownership of stock or a membership in a corporation organized under this chapter and under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act), the corporation paying the dividends or making the other distributions shall retain the dividends and other distributions in an interest bearing account for the benefit of the child or minor during the state custody.
(b) The corporation may not spend, obligate, or otherwise use the property held in an account established under (a) of this section unless the use is approved by a court.
(c) Upon presentation of proof of entitlement by the person entitled to distribution, the corporation shall distribute the property remaining in an account established under (a) of this section to the
(1) minor when the minor reaches the age of 18 years, whether or not the minor is still in the state custody;
(2) legal guardian of the minor, when the state custody terminates while the minor is less than 18 years of age;
(3) minor's heirs if the minor dies before the distribution.
(d) The retention and distribution of dividends and distributions under this section is not subject to AS 13.46.
(e) In this section, “minor” means a person under 18 years of age.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 13. General Provisions. › Sec. 10.06.965. Reservation of power.

The legislature reserves the right to alter, amend, suspend, or repeal in whole or in part this chapter at its pleasure, or a certificate of incorporation or the authority to do business in this state, of a domestic or foreign corporation, whether or not existing or authorized on July 1, 1989.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 13. General Provisions. › Sec. 10.06.968. Signature.

“Signature” includes a mark when the signer cannot write. The signer's name shall be written near the mark by a witness who shall write the witness' own name near the signer's name. A signature by mark can be acknowledged or can serve as a signature to a sworn statement.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 13. General Provisions. › Sec. 10.06.970. Rules of construction and interpretation.

Unless a provision or the context otherwise requires, the following general provisions and rules of construction govern this chapter:
(1) title, chapter, article, and section headings do not affect the scope, meaning, or intent of the provisions of this chapter;
(2) when, by the provisions of this chapter, a power is granted to, or a duty imposed upon, a public officer, the power may be exercised or the duty performed by a deputy of the officer or by a person authorized, under law, by the officer, unless this chapter expressly provides otherwise;
(3) when a notice, report, statement, or record is required or authorized by this chapter, it shall be made in writing in a manner reasonably calculated to communicate the notice, report, statement, or record to the recipient;
(4) a reference in this chapter to mailing means first-class mail, postage prepaid, unless certified mail is specified; certified mail includes registered mail;
(5) subject to a specific accounting treatment required by a particular section of this chapter,
(A) references in this chapter to financial statements, balance sheets, income statements, and statements of changes in financial position of a corporation and references to assets, liabilities, earnings, retained earnings, and similar accounting items of a corporation mean financial statements or items prepared fairly and reasonably to present the purported matters;
(B) financial statements prepared or determined in accordance with generally accepted accounting principles then applicable are fair and reasonable;
(C) references in this chapter to financial statements mean, in the case of a corporation that has subsidiaries, consolidated statements of the corporation and its subsidiaries, and all references to accounting items mean items determined on a consolidated basis in accordance with consolidated financial statements;
(6) a reference in this chapter to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by mail is deposited in the United States mail, postage prepaid; or the time any other written notice is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by electronic means to the recipient by the person giving the notice; or the time an oral notice is communicated in person or by electronic means to the recipient or to a person at the office of the recipient whom the person giving the notice has reason to believe will promptly communicate it to the recipient;
(7) when reference is made to any portion of this chapter or of any other law of this state, the reference applies to all amendments and additions;
(8) “shall” is mandatory, “may” is permissive, and “may not” is prohibitory.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.010. Incorporation.

Three or more persons, who are residents of this state, who desire to create an industrial development corporation under this chapter for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the state and, to that end, to exercise the powers and privileges provided in this chapter, may be incorporated by filing articles of incorporation in the office of the commissioner as provided in this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.050. Authorization of members.

(a) Notwithstanding any rule at common law or provision of a general or special law or provision in their respective charters, agreements of association, articles of organization, or trust indentures,
(1) a natural person, domestic corporation, foreign corporation authorized to transact business in the state, insurance company, or a financial institution which becomes a member of the corporation, may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of shares of the capital stock of the corporation or bonds, securities or other evidence of indebtedness created by the corporation; and while the owner of shares of capital stock of the corporation may exercise all the rights, powers and privileges of ownership, all without the approval of any regulatory authority of the state except as otherwise provided in this chapter; the amount of capital stock of the corporation which may be acquired by a member may not exceed 10 percent of the loan limit of the member;
(2) a financial institution may become a member of the corporation and make loans to the corporation as provided in this chapter.
(b) The amount of capital stock of the corporation which a member may acquire under the authority granted in this section is in addition to the amount of capital stock in corporations which the member may otherwise be authorized to acquire.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.090. Powers of stockholders and members.

The stockholders and the members of the corporation have the following powers of the corporation:
(1) to determine the number of and elect directors as provided in AS 10.10.120;
(2) to make, amend, and repeal bylaws;
(3) to amend this charter as provided in AS 10.10.110;
(4) to dissolve the corporation as provided in AS 10.10.180;
(5) to do all things necessary or desirable to secure aid, assistance loans and other financing from any financial institutions, and from any agency established under 15 U.S.C. 661 - 697 (Small Business Investment Act of 1958), or other similar federal laws now or hereafter enacted;
(6) to exercise other of the powers of the corporation consistent with this chapter which may be conferred on the stockholders and the members by the bylaws.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.100. Voting by members and stockholders.

(a) On all matters requiring action by the stockholders and the members of the corporation, the stockholders and members shall vote separately by classes, and except as otherwise provided in this chapter, these matters require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting are entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting are entitled.
(b) Each stockholder shall have one vote, in person, by remote communication, or by proxy, for each share of capital stock held by that stockholder, and each member shall have one vote, in person, by remote communication, or by proxy, except that a member having a loan limit of more than $1,000 shall have one additional vote, in person, by remote communication, or by proxy, for each additional $1,000 that the member is authorized to have outstanding on loans to the corporation at any one time as determined under AS 10.10.070(a)(3)(B).
(c) A proxy may be executed in writing by a stockholder or by the authorized attorney-in-fact of the stockholder, or executed by electronic transmission by the stockholder or by the authorized attorney-in-fact of the stockholder. A proxy executed by electronic transmission must
(1) be directed to the person who will be the holder of the proxy or to a proxy solicitation person, including a proxy support service organization or similar agent that is authorized by the person who will be the holder of the proxy to receive the transmission; and
(2) include information that demonstrates that the stockholder authorized the transmission.
(d) In this section, “electronic transmission” and “remote communication” have the meanings given in AS 10.06.990.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.110. Amendment of articles.

(a) The articles of incorporation may be amended by the vote of the stockholders and the members of the corporation, voting separately by classes. Amendments must be approved by the affirmative vote of two-thirds of the votes to which the stockholders are entitled and two-thirds of the votes to which the members are entitled. An amendment of the articles of incorporation may not be made which is inconsistent with the general purposes expressed in this chapter or which authorizes an additional class of capital stock to be issued, or which eliminates or curtails the right of the commissioner of administration to examine the corporation or the obligation of the corporation to make reports as provided in AS 10.10.150. An amendment of the articles of incorporation which increases the obligation of a member to make loans to the corporation, or makes a change in the principal amount, interest rate, maturity date, or in the security or credit position of an outstanding loan of a member to the corporation, or affects a member's right to withdraw from membership as provided in this chapter, or affects a member's voting rights as provided in this chapter, may not be made without the consent of each member affected by the amendment.
(b) Within 30 days after a meeting at which an amendment of the articles of incorporation has been adopted, articles of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting out the amendment and adoption of the amendment, shall be submitted in duplicate originals to the commissioner who shall examine them, and upon finding that they conform to the requirements of this chapter, shall
(1) endorse on each duplicate original the word “filed,” and the date of the filing;
(2) file one duplicate original in the commissioner's office;
(3) issue a certificate of amendment and affix the other duplicate original to it;
(4) return to the corporation or its representative the certificate of amendment, together with the duplicate articles of amendment affixed.
(c) Upon the issuance of a certificate of amendment by the commissioner, the amendment becomes effective.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.120. Directors and officers; annual and special meetings.

(a) The business and affairs of the corporation shall be conducted by a board of directors, a president, a vice president, a secretary, a treasurer, and other officers and agents the corporation by its bylaws may authorize. The board of directors shall consist of a number not less than seven nor more than 21, determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except those that are conferred by law or by the bylaws of the corporation upon the stockholders or members and shall choose and appoint all the agents and officers of the corporation and fill all vacancies except on the board of directors. The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, which shall be held during the month of January or, if no annual meeting can be held in the year of incorporation, then within 90 days after the approval of the articles of incorporation at a special meeting. At each annual meeting, or at each special meeting held as provided in this section, the members of the corporation shall elect two-thirds of the board of directors, and the stockholders shall elect the remaining directors. The directors hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after the election and until their successors are elected and qualified unless sooner removed in accordance with the bylaws. A vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and a vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
(b) Directors and officers are not responsible for losses unless they are occasioned by the wilful misconduct of the directors and officers.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.130. Earned surplus.

Each year the corporation shall set apart as earned surplus not less than 10 percent of its net earnings for the preceding fiscal year until the surplus equals one half of the amount paid in on the capital stock then outstanding. Whenever the amount of the surplus is less than the required amount, it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for reserves the directors consider desirable, and the determination of the directors made in good faith shall be conclusive on all persons.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.140. Designation of depository; prohibition against receiving deposits.

The corporation may not deposit any of its funds in a banking institution unless the institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of a director who is an officer or director of the depository. The corporation may not receive money on deposit.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.150. Examinations, reports of condition, and required information.

The corporation shall be examined at least once annually by the commissioner of administration and shall make reports of its condition not less than annually to the commissioner of administration and more frequently upon call of the commissioner of administration, who in turn shall make copies of the reports available to the commissioner of commerce, community, and economic development and the governor. The corporation shall also furnish other information that may from time to time be required by the commissioner of administration. The corporation shall pay the actual cost of the examinations.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.160. First meeting of corporation.

(a) The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place, and purpose of the meeting. A copy of the notice shall be mailed or delivered to each incorporator at least five days before the day appointed for the meeting. The first meeting may be held without notice upon agreement in writing signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of the notice or of the unanimous agreement of the incorporators.
(b) At the first meeting, the incorporators shall choose, by ballot, a temporary clerk, adopt bylaws, elect directors by ballot, and act upon other matters within the powers of the corporation. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. A majority of the incorporators, but not fewer than three, shall be a quorum for the transaction of business.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.180. Dissolution of corporation.

The corporation may upon the affirmative vote of two-thirds of the votes to which the stockholders are entitled and two-thirds of the votes to which the members are entitled dissolve the corporation. Upon dissolution of the corporation, none of the corporation's assets shall be distributed to the stockholders until all sums due the members of the corporation as creditors of the corporation have been paid in full.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.200. Corporation a “state development company”.

A corporation organized under the provisions of this chapter shall be a state development company, as defined in 15 U.S.C. 661 - 696 (Small Business Investment Act of 1958), or any other similar federal legislation, and shall be authorized to operate on a statewide basis.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 10. Business and Industrial Development Corporation Act › Sec. 10.10.210. Definitions.

In this chapter, unless the context otherwise requires,
(1) “board of directors” means the board of directors of the corporation created under this chapter;
(2) “commissioner” means the commissioner of commerce, community, and economic development;
(3) “corporation” means the Alaska Business and Industrial Development Corporation created under this chapter;
(4) “financial institution” means a banking corporation or trust company, savings and loan association, insurance company or related corporation, partnership, foundation, or other institution engaged primarily in lending or investing funds;
(5) “loan limit” means for any member, the maximum amount permitted to be outstanding at one time on loans made by the member to the corporation, as determined under this chapter;
(6) “member” means a financial institution authorized to do business within this state that undertakes to lend money to a corporation created under this chapter, upon its call, and in accordance with this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 13. Alaska BIDCO Act › Article 1. Purposes and License. › Sec. 10.13.010. Purposes.

The purposes of this chapter are to
(1) promote economic development by encouraging the formation of one or more BIDCOs to help meet the financing assistance and management assistance needs of businesses in the state;
(2) establish a system of licensing, regulation, and enforcement to enable a BIDCO to satisfy the eligibility requirements for participating in programs that further the purposes of the BIDCO;
(3) encourage capital sources to invest in and lend money to BIDCOs by providing for BIDCOs a system of licensing, regulation, and enforcement designed to prevent fraud, conflict of interest, and mismanagement, and to promote competent management, accurate record keeping, and appropriate communication with shareholders;
(4) safeguard the general reputation of BIDCOs in order to increase the confidence of prospective equity investors in and prospective debt sources for BIDCOs.