reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 1. Corporate Purposes and Powers. › Sec. 10.06.020. Limitations on powers of shareholders, officers, and directors.

A limitation upon the powers of the shareholders, officers, or directors, or the manner or exercise of their powers, contained in or implied by the articles of incorporation, bylaws, or action of the board, or by AS 10.06.605 - 10.06.678 or 10.06.705 - 10.06.788 or by a shareholders' agreement may not be asserted as between the corporation or a shareholder and a third person, except in a proceeding
(1) by a shareholder or the state to enjoin the doing or continuance of unauthorized business by the corporation or its officers, or both, in a case where a third party has not acquired rights under AS 10.06.025(a);
(2) to dissolve the corporation; or
(3) by the corporation or by a shareholder suing in a representative suit against the officers or directors of the corporation for violation of their duty.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 1. Corporate Purposes and Powers. › Sec. 10.06.025. Contracts or conveyances binding domestic and foreign corporations.

(a) A contract or conveyance made in the name of the corporation that is authorized or ratified by the board, or is done within the scope of the authority, actual or apparent, conferred by the board or within the agency power of the officers executing it, except as the board's authority is limited by law, binds the corporation, and the corporation acquires rights under the contract, whether the contract is executed or is wholly or in part executory.
(b) This section applies to contracts and conveyances made by foreign corporations in this state and to conveyances by foreign corporations of real property situated in this state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.105. Corporate name.

(a) A corporate name must contain the word “corporation”, “company”, “incorporated”, or “limited”, or an abbreviation of one of these words. The corporate name may not contain a word or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation.
(b) The corporate name may not contain the word “city”, “borough”, or “village” or otherwise imply that the corporation is a municipality. The name of a city, borough, or village may be used in the corporate name.
(c) A person may not adopt a name that contains the word “corporation”, “incorporated”, or “limited”, or an abbreviation of one of these words, unless the person has been issued a certificate of incorporation, or, in the case of a foreign corporation, a certificate of authority, by the commissioner. This subsection does not prohibit a limited liability company or a limited partnership from using the word “limited” or an abbreviation of “limited” in its name.
(d) A corporate name must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. The department may adopt regulations to enforce this subsection. In this subsection, “organized entity” and “reserved or registered name” have the meanings given in AS 10.35.040.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.110. Reservation of corporate name.

The exclusive right to the use of a corporate name may be reserved by a
(1) person intending to organize a corporation under this chapter;
(2) domestic corporation intending to change its name;
(3) foreign corporation intending to apply for a certificate of authority to transact business in this state;
(4) foreign corporation authorized to transact business in this state and intending to change its name; or
(5) person intending to organize a foreign corporation and to have it apply for a certificate of authority to transact business in this state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.115. Application for and duration of reservation of name.

Reservation of a corporate name is made by filing an application with the commissioner. If the commissioner finds that the name is available for corporate use under AS 10.06.105(d), the commissioner shall reserve it for the exclusive use of the applicant for a period of 120 days.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.120. Transfer of reserved name.

The holder of a reserved corporate name may transfer the right to the exclusive use of the corporate name to another person by filing a notice of transfer with the commissioner, signed by the holder of the name, and specifying the name and address of the transferee.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.125. Registration of corporate name.

A corporation organized and existing under the laws of a state or territory of the United States may register its corporate name if the name is available for corporate use under AS 10.06.105(d).
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.130. Exclusive right to use name; remedies.

(a) A corporation that is organized under this chapter has the exclusive right to the name under which it was organized. A foreign corporation that has obtained a certificate of authority under this chapter has the exclusive right to the name under which it received its certificate of authority. A corporation that has registered a name under AS 10.06.125 has the exclusive right to the use of the registered name.
(b) A corporation with the exclusive right to a name under (a) of this section
(1) may enjoin the use of a name that is not distinguishable on the records of the department from the name to which the corporation has the exclusive right under (a) of this section;
(2) has a cause of action for damages against a person who uses a name that is not distinguishable on the records of the department from the name to which the corporation has the exclusive right under (a) of this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.135. Procedure for registration of corporate name.

Registration of a corporate name is made by filing with the commissioner
(1) an application for registration executed by an officer of the corporation setting out the name of the corporation, the state or territory under the laws of which it is incorporated, the date of incorporation, a statement that it is doing business, and a brief statement of its business; and
(2) a certificate from an official of the state or territory where the corporation is organized who has custody of the records pertaining to corporations stating that the corporation is in good standing under the laws of that state or territory.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.140. Fee for and duration of registered name.

(a) The fee for registration of a corporate name shall be established by the department by regulation.
(b) The registration is effective until the close of the calendar year in which the application for registration is filed unless terminated earlier by involuntary dissolution in accordance with AS 10.06.633.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.145. Renewal of registered name.

A corporation that has registered its corporate name may renew the registration each year by (1) filing an application for renewal setting out the facts required in an original application for registration; (2) filing a certificate of good standing required for an original registration; and (3) paying a fee established by the department by regulation. An application for renewal shall be filed between October 1 and December 31 in each year. The renewal extends the registration for the following calendar year.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.150. Registered office and registered agent.

A corporation shall continuously maintain in this state a registered agent and a registered office. The registered office may be the same as the place of business of the corporation. The registered agent may be either an individual resident of this state whose business office is the same as the registered office, or a domestic or foreign corporation authorized to transact business in this state whose business office is the same as the registered office.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.165. Change of registered office or agent by corporation.

(a) A corporation may change its registered office, agent, or both, by filing with the department a statement signed by the president or a vice-president including
(1) the name of the corporation;
(2) the address of its registered office;
(3) the address of its new registered office if the registered office is to be changed;
(4) the name of its registered agent;
(5) the name of its new registered agent if the registered agent is to be changed; and
(6) a statement that the change is authorized by resolution of its board of directors.
(b) If the commissioner finds that the statement complies with this chapter, the commissioner shall file it in the commissioner's office. The change becomes effective when the statement is filed.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.170. Change by agent or resignation of agent.

(a) A registered agent of a domestic or foreign corporation may change the location of the agent's office from one address to another in this state. The agent may change the registered office for each corporation for which the person is acting as registered agent by filing in the office of the commissioner a statement setting out (1) the name of the agent; (2) the address of the agent's office before change; (3) the address to which the office is changed; and (4) a list of corporations for which the person is the registered agent. The statement shall be executed by the registered agent in the individual name of the agent or, if the agent is a corporation, it shall be executed by its president or a vice-president. The statement shall be delivered to the commissioner and, if the commissioner finds that the statement complies with this chapter, the commissioner shall file it in the commissioner's office. The change becomes effective when the statement is filed.
(b) A registered agent may resign by filing a written notice and an exact copy of the notice with the commissioner. The written notice of resignation shall set out the latest address of the principal office of the corporation and the names, addresses, and titles of the most recent officers of the corporation known by the agent. The commissioner shall immediately mail a copy of the notice to the corporation at its principal office. The resignation becomes effective 30 days after the filing of the written notice, unless the corporation sooner appoints a successor registered agent, as provided in AS 10.06.165.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. › Sec. 10.06.175. Service on corporation.

(a) The registered agent of a corporation is an agent upon whom process, notice, or demand required or permitted by law to be served upon the corporation may be served.
(b) If a corporation fails to appoint or maintain a registered agent in this state, or if its registered agent cannot, with reasonable diligence, be found at the registered office, the commissioner is an agent of the corporation upon whom the process, notice, or demand may be served. A person may serve the commissioner under this subsection by
(1) serving on the commissioner or the designee of the commissioner a copy of the process, notice, or demand, with any papers required by law to be delivered in connection with the service, and a fee established by the department by regulation;
(2) sending to the corporation being served by certified mail a notice that service has been made on the commissioner under this subsection and a copy of the process, notice, or demand and accompanying papers; notice to the corporation shall be sent to
(A) the address of the last registered office of the corporation as shown by the records on file in the office of the commissioner; and
(B) the address, the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice; and
(3) filing with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings that this section has been complied with.
(c) The commissioner shall keep a record of processes, notices, and demands served upon the commissioner under this section.
(d) This section does not affect the right to serve process, notice, or demand required or permitted by law to be served upon a corporation in any other manner permitted.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 3. Formation of Corporations. › Sec. 10.06.208. Articles of incorporation.

The articles of incorporation must set out
(1) the name of the corporation;
(2) the purpose or purposes for which the corporation is organized, which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated under this chapter;
(3) if incorporation is after March 24, 1982, the address of its initial registered office and the name of its initial registered agent;
(4) the name and address of each alien affiliate or a statement that there are no alien affiliates;
(5) if the corporation is authorized to issue only one class of shares, the total number of shares that the corporation is authorized to issue;
(6) if the corporation is authorized to issue more than one class of shares, or if a class of shares is to have two or more series,
(A) the total number of shares of each class the corporation is authorized to issue, and the total number of shares of each series that the corporation is authorized to issue or of which the board is authorized to fix the number of shares;
(B) the designation of each class, and the designation of each series or that the board may determine the designation of any series; and
(C) the rights, preferences, privileges, and restrictions granted to or imposed on the respective classes or series of shares or the holders of the shares, or that the board, within any limits and restrictions stated, may determine or alter the rights, preferences, privileges, and restrictions granted to or imposed on a wholly unissued class of shares or a wholly unissued series of any class of shares.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 3. Formation of Corporations. › Sec. 10.06.215. Disclosure of corporate activities.

An incorporator presenting articles of incorporation under AS 10.06.213 shall deliver, with the articles, a separate statement of the codes, from the identification codes established under AS 10.06.870, that most closely describe the activities in which the corporation will initially engage.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 3. Formation of Corporations. › Sec. 10.06.218. Effect of issuance of certificate of incorporation.

The corporate existence begins on the issuance of the certificate of incorporation. That certificate is conclusive evidence that all precedent conditions required to be performed by the incorporators have been satisfied and that the corporation has been incorporated. Issuance does not affect the right of the state to bring a proceeding to cancel or revoke the certificate or for involuntary dissolution of the corporation. The doctrines of de jure compliance, de facto corporations, and corporations by estoppel are abolished.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 3. Formation of Corporations. › Sec. 10.06.220. Liability for acting as nonexistent corporation.

(a) Except as provided in (b) of this section persons who assume to act as a corporation for which there has been no issuance of a certificate of incorporation under AS 10.06.218 are jointly and severally liable for debts and liabilities incurred or arising as a result of that action.
(b) The terms of a written contract between a third party and persons acting on behalf of a corporation for which there has been no issuance of a certificate of incorporation may modify or preclude the liability created by this section.
(c) An oral promise, agreement or understanding is not effective to modify or preclude the liability created in (a) of this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 3. Formation of Corporations. › Sec. 10.06.223. Organizational meeting.

After the commencement of corporate existence by the issuance of a certificate of incorporation, an organizational meeting of either the incorporators or the board of directors named in the articles of incorporation shall be held at the call of a majority of the incorporators or directors named in the articles of incorporation for the purpose of adopting bylaws, electing directors if none have been named in the articles, electing officers, and transacting such other business as may come before the meeting. The organizational meeting may be held at a designated place, by remote communication, or at a designated place and by remote communication. The designated place may be inside or outside the state. Those calling the meeting shall give at least 20 days' notice of the meeting by mail to each incorporator or director named. The notice shall state the time and place, if the meeting is to be held at a designated place, of the meeting, and whether the meeting will also be held by remote communication.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 3. Formation of Corporations. › Sec. 10.06.225. Power of incorporators before directors' election.

If initial directors have not been named in the articles of incorporation, the incorporator or incorporators may do whatever is necessary and proper to perfect the organization of the corporation until the directors are elected, including the adoption and amendment of bylaws of the corporation and the election of directors.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 3. Formation of Corporations. › Sec. 10.06.228. Bylaws: adoption, amendment or repeal.

Bylaws may be adopted, amended, or repealed either by approval of the outstanding shares or by approval of the board, except as provided in AS 10.06.230. The articles of incorporation may restrict or eliminate the power of either the board or the outstanding shares to adopt, amend, or repeal bylaws.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 3. Formation of Corporations. › Sec. 10.06.230. Bylaws: number of directors and other content.

(a) Unless a provision is contained in the articles, the bylaws must state the number of directors of the corporation or state that the number of directors may not be less than a stated number or more than a stated number, with the exact number of the directors to be fixed, within the limits specified, by approval of the board or the shareholders in the manner provided in the bylaws. If the articles provide for the number of directors, the number of directors may only be changed by an amendment to the articles.
(b) [Repealed, § 59 ch 82 SLA 1989.]
(c) After the issuance of shares, a bylaw specifying or changing a fixed number of directors, or the maximum or minimum number of directors or changing from a fixed to a variable board or vice versa, shall be adopted by approval of the outstanding shares.
(d) Notwithstanding (c) of this section, a bylaw or amendment of the articles of incorporation reducing the fixed or minimum number of directors to a number less than five may not be adopted if the number of votes cast against its adoption at a meeting is more than 16 2/3 percent of the outstanding shares entitled to vote.
(e) The bylaws may contain any provision, not in conflict with law or the articles of incorporation, for the management of the business of the corporation and for the conduct of the affairs of the corporation, including
(1) a provision referred to in AS 10.06.210(2), (3), or (4);
(2) the time, for meetings held at a designated place, the place, and the manner, including by remote communication, of calling, conducting, and giving notice of meetings of shareholders, directors, and committees;
(3) the manner of execution, revocation, and use of proxies;
(4) the qualifications, duties, and compensation of directors; the time of their annual election; and the requirements of a quorum for directors' and committee meetings;
(5) the appointment and authority of committees of the board;
(6) the appointment, duties, compensation, and tenure of officers;
(7) the mode of determination of holders of record of the shares of the corporation;
(8) the making of annual reports and financial statements to the shareholders.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 3. Formation of Corporations. › Sec. 10.06.233. Location and inspection of bylaws.

Each corporation shall keep at its principal executive office in this state or, if its principal executive office is not in this state, at its principal business office in this state, the original or a copy of its bylaws with amendments to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside this state and the corporation has no principal business office in this state, it shall upon the written request of a shareholder furnish to a shareholder a copy of the bylaws with amendments to date.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.305. Issuance of and requirements for shares.

(a) Subject to the provisions of this chapter, a corporation may issue one or more classes or series of shares or both, with full, limited, or no voting rights and with other rights, preferences, privileges, and restrictions as are stated or authorized in its articles of incorporation. A denial or limitation of voting rights is not effective unless at the time one or more classes or series of outstanding shares or debt securities, singly or in the aggregate, are entitled to full voting rights. A denial or limitation of dividend or liquidation rights is not effective unless at the time one or more classes or series of outstanding shares, singly or in the aggregate, are entitled to unlimited dividend or liquidation rights.
(b) All shares of a class shall have the same voting, conversion, and redemption rights and other rights, preferences, privileges, and restrictions, unless the class is divided into series. If a class is divided into series, all the shares of a series shall have the same voting, conversion, and redemption rights and other rights, preferences, privileges, and restrictions.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.308. Issuance of preferred or special classes of shares.

If authorized by the articles of incorporation, a corporation may issue preferred or special classes of shares
(1) subject to redemption as provided under AS 10.06.325;
(2) entitling the holders to cumulative, noncumulative, or partially cumulative dividends;
(3) having preferences over another class or classes of shares for the payment of dividends;
(4) having preference in the assets of the corporation over another class of shares upon the voluntary or involuntary liquidation of the corporation;
(5) convertible into shares of another class or into shares of a series of the same or another class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.310. Issuance of shares in series.

If authorized by the articles of incorporation, the shares of a preferred or special class may be divided into and issued in series. Each series shall be designated to distinguish the shares of the series from the shares of other series and classes.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.313. Variation in rights and preferences of shares.

Any or all of the rights and preferences of a series of a preferred or special class of shares and the variations in the relative rights and preferences between different series may be fixed and determined by the articles of incorporation, but shares of the same class shall be identical except for the following relative rights and preferences as to which there may be variations between series:
(1) the rate of dividend;
(2) the price and the terms and conditions on which shares may be redeemed;
(3) the amount payable upon shares in the event of involuntary liquidation;
(4) the amount payable upon shares in the event of voluntary liquidation;
(5) sinking fund provisions for the redemption or purchase of shares;
(6) the terms and conditions on which shares may be converted, if the shares of a series are issued with the privilege of conversion;
(7) voting rights, if any.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.315. Series rights and preferences established by board.

If the articles of incorporation expressly vest authority in the board, then, to the extent that the articles have not established series and fixed and determined the variations in the relative rights and preferences between series, the board may divide a class into series and, within the limitations set out in AS 10.06.305 - 10.06.323 and in the articles, fix and determine the relative rights and preferences of the shares of a series.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.318. Manner of establishing series.

If the authority to establish a series is contained in the articles of incorporation, the board shall adopt a resolution setting out the designation of the series and fixing and determining the relative rights and preferences of the series to the extent not fixed and determined by the articles.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.320. Filing of statement before issuance of class or series.

(a) Before the issuance of shares of a class the rights, preferences, privileges, and restrictions of which have been fixed by resolution of the board, or before the issuance of shares of a series established by resolution of the board, the corporation shall file with the commissioner a statement, and an exact copy of the statement, signed by the president or vice-president and the secretary or assistant secretary, setting out
(1) the name of the corporation;
(2) a copy of the resolution determining the rights, preferences, privileges, and restrictions of the wholly unissued class, or of the resolution establishing and designating a series, and fixing and determining the relative rights and preferences of the series;
(3) the date of the adoption of the resolution;
(4) that the resolution was adopted by the board.
(b) The commissioner shall process the statement in accordance with AS 10.06.910.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.323. Effect of filing statement.

When the commissioner has filed the statement under AS 10.06.320, the resolution fixing the rights, preferences, privileges, and restrictions of a wholly unissued class of shares or the resolution establishing and designating a series of shares and fixing and determining the relative rights and preferences of the series becomes effective and constitutes an amendment of the articles of incorporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.325. Redemption of shares; creation of sinking fund; repurchase agreements.

(a) A corporation may provide in the articles of incorporation for one or more classes or series of
(1) common shares that are redeemable, in whole or in part,
(A) at the option of the corporation; or
(B) to the extent and upon the happening of one or more specified events;
(2) preferred shares that are redeemable, in whole or in part,
(A) at the option of the corporation;
(B) to the extent and upon the happening of one or more specified events;
(C) at the option of the holder; or
(D) upon the vote of at least a majority of the outstanding shares of the class or series to be redeemed.
(b) Notwithstanding the other provisions of this section, an open-end investment company registered under the United States Investment Company Act of 1940 may, if its articles of incorporation so provide, issue shares that are redeemable at the option of the holder at a price approximately equal to the shares' proportionate interest in the net assets of the corporation, and a shareholder may compel redemption of the shares in accordance with their terms.
(c) Nothing in this section prevents a corporation from creating a sinking fund or similar provision or entering into an agreement for the redemption or purchase of its shares to the extent permitted by this chapter.
(d) Except as provided by AS 10.06.385, a redemption of shares shall be made at the price, within the time, and upon the terms and conditions stated in the articles. When the articles permit a partial redemption of a class or series of shares, the articles must prescribe the method of selecting the shares to be redeemed. The method of selection may be
(1) pro rata;
(2) by lot;
(3) at the discretion of, or in a manner approved by, the board; or
(4) upon other terms and conditions stated in the articles.
(e) Notwithstanding the provisions of AS 10.06.375, a corporation may not issue redeemable shares unless the shares are redeemable as provided in this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.330. Payment of subscription for shares.

Unless otherwise provided in the subscription agreement, subscriptions for shares, whether made before or after the organization of a corporation, shall be paid in full at the time or in installments as determined by the board. A call made by the board for payment on subscriptions shall be uniform for shares of the same class or shares of the same series.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.333. Remedies for default in payment.

In case of default in the payment of an installment or call when payment is due, the corporation may proceed to collect the amount due as any debt due the corporation. The bylaws may prescribe other remedies for failure to pay installments or calls that become due. No remedy working a forfeiture of a subscription, or of the amounts paid on a subscription, may be declared against a subscriber unless the amount due remains unpaid for a period of 20 days after written demand has been made. If mailed, written demand is considered to be made when it is deposited in the United States mail in a sealed envelope addressed to the subscriber at the last post office address known to the corporation, with postage prepaid. On a sale of shares by reason of forfeiture, the excess of proceeds realized over the amount due and unpaid on the shares shall be paid to the delinquent subscriber or to the legal representative of the subscriber.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.335. Consideration for shares.

Shares may be issued for consideration expressed in dollars fixed by the board unless the articles of incorporation reserve to the shareholders the right to fix the consideration. If this right is reserved as to any shares, the shareholders shall, before the issuance of the shares, fix the consideration to be received for the shares by approval of the outstanding shares.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.338. Payment for shares.

(a) Consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. Unless otherwise provided in the articles of incorporation, when payment of the consideration for shares is received by the corporation, the shares are considered fully paid and nonassessable.
(b) A promissory note or future service does not constitute payment or part payment for shares of a corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.343. Share rights and options.

Subject to a provision in its articles, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders of the rights or options to purchase from the corporation shares of any class or classes. These rights or options shall be evidenced in the manner the board approves and, subject to the provisions of the articles, must set out the terms upon which, the time within which, and the price at which the shares may be purchased from the corporation upon the exercise of the right or option. If the rights or options are to be issued to directors, officers, or employees of the corporation or of a subsidiary of the corporation and not to the shareholders generally, their issuance shall be authorized by the approval of the outstanding shares or must be consistent with a plan so approved or ratified. In the absence of fraud in the transaction, the judgment of the board as to the adequacy of the consideration received for the rights or options is conclusive.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.345. Expenses of organization, reorganization, and financing.

The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by the corporation out of the consideration received by the corporation in payment for its shares without rendering the shares not fully paid or assessable.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.348. Certificates representing shares.

Except as otherwise provided under AS 10.06.349, the shares of a corporation shall be represented by certificates signed by the president or vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile of the seal. The signatures of the president or vice-president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar, other than the corporation itself or an employee of the corporation. If an officer who has signed or whose facsimile signature has been placed on the certificate ceases to be an officer before the certificate is issued, the certificate may be issued by the corporation with the same effect as if the officer were an officer at the date of its issue.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.349. Shares without certificates.

(a) Unless the articles or bylaws provide otherwise, the board of directors may authorize the issuance without certificates of some or all of the corporation's classes or series of shares. The authorization does not affect shares that are already represented by certificates until the certificates are surrendered to the corporation.
(b) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement giving the information required by AS 10.06.350 to be on certificates, and, if applicable, the information required by AS 10.06.424(c) to be disclosed to the shareholder when there is no certificate.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.350. Information required to be stated on certificate.

(a) Each certificate representing shares issued by a corporation authorized to issue shares of more than one class shall set out on the face or back of the certificate, or state that the corporation will furnish to a shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue preferred or special class in series, the variations in the relative rights and preferences between the shares of each series so far as they have been fixed and determined and the authority of the board to fix and determine the relative rights and preferences of subsequent series.
(b) Each certificate representing shares shall state upon its face
(1) that the corporation is organized under the laws of the state;
(2) the name of the person to whom issued;
(3) the number and class of shares, and the designation of the series, if any, that the certificate represents.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.355. Issuance of fractional shares or scrip.

(a) A corporation may issue a fractional share, and, by action of its board, may issue, instead of a fractional certificate, scrip in registered or bearer form that entitles the holder to receive a full share upon the surrender of the scrip aggregating a full share.
(b) A fractional share entitles the holder to exercise voting rights, to receive dividends, and to participate in the assets of the corporation in the event of liquidation. Unless otherwise provided in the scrip, scrip does not entitle the holder to exercise voting rights, to receive dividends, or to participate in the assets of the corporation in the event of liquidation.
(c) The board may issue scrip subject to the condition that it is void if not exchanged for full shares before a specified date, or subject to the condition that the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds distributed to the holders of that scrip, or subject to other conditions that the board considers advisable.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.356. Shares held by nominees.

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder.
(b) The procedure may set out
(1) the types of nominees to whom it applies;
(2) the rights or privileges that the corporation recognizes in a beneficial owner;
(3) the manner in which the procedure is selected by the nominee;
(4) the information that must be provided when the procedure is selected;
(5) the period when selection of the procedure is effective; and
(6) other aspects of the rights and duties created.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.358. Distributions; conditions; financial statements and determinations.

(a) A corporation or a subsidiary of the corporation may not make a distribution to the corporation's shareholders as defined in AS 10.06.990 unless
(1) the amount of the retained earnings of the corporation immediately before the distribution equals or exceeds the amount of the proposed distribution; or
(2) immediately after giving effect to the distribution the
(A) sum of the assets of the corporation, exclusive of goodwill, capitalized research and development expenses, evidences of debts owing from directors or officers or secured by the corporation's own shares, and deferred charges, would be at least equal to one and one-fourth times its liabilities, not including deferred taxes, deferred income, and other deferred credits; and
(B) current assets of the corporation would be at least equal to its current liabilities or, if the average of the earnings of the corporation before taxes on income and before interest expense for the two preceding fiscal years was less than the average of the interest expense of the corporation for those fiscal years, at least equal to one and one-fourth its current liabilities.
(b) For purposes of this section,
(1) in determining the amount of the assets of the corporation, profits derived from an exchange of assets may not be included unless the assets received are currently realizable in cash;
(2) “current assets” may include net amounts that the board has determined in good faith may reasonably be expected to be received from customers during the 12-month period used in calculating current liabilities under existing contractual relationships obligating the customers to make fixed or periodic payments during the term of the contracts after in each case giving effect to future costs not then included in current liabilities but reasonably expected to be incurred by the corporation in performing the contracts.
(c) For the purposes of this chapter, the amount of a distribution payable in property shall be determined on the basis of the value at which the property is carried on the corporation's financial statements in accordance with this section.
(d) Only a corporation that classifies its assets as current assets and fixed assets in accordance with this section is governed by (a)(2)(B) of this section.
(e) For the purposes of this section, the board of directors may base a determination that a distribution is not prohibited either on financial statements prepared in accordance with generally accepted accounting principles or on the basis of accounting practices and principles that are fair and reasonable in the circumstances.
(f) Financial statements and determinations prepared or arrived at in accordance with generally accepted accounting principles are fair and reasonable. The fair and reasonable quality of statements and determinations prepared under other practices and principles shall be proved by the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.360. Prohibited distribution; inability to meet maturing liabilities.

A corporation or subsidiary of a corporation may not make a distribution to the corporation's shareholders if the corporation or the subsidiary making the distribution is, or as a result of the distribution would be, likely to be unable to meet its liabilities as they mature.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.363. Prohibited distribution on junior shares; liquidation preference.

A corporation or subsidiary of a corporation may not make a distribution to the corporation's shareholders on any shares of its stock of a class or series that are junior to outstanding shares of another class or series with respect to distribution of assets on liquidation if, after giving effect to the distribution, the excess of its assets, exclusive of goodwill, capitalized research and development expenses, evidences of debts owing from directors or officers or secured by the corporation's own shares, and deferred charges, over its liabilities, not including deferred taxes, deferred income and other deferred credits, would be less than the liquidation preference of all shares having a preference on liquidation over the class or series to which the distribution is made.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.365. Prohibited distribution on junior shares; relationship to retained earnings.

A corporation or a subsidiary of a corporation may not make a distribution to the corporation's shareholders on any shares of its stock of a class or series that is junior to outstanding shares of another class or series with respect to payment of dividends unless the amount of the retained earnings of the corporation immediately before the distribution equals or exceeds the amount of the proposed distribution plus the aggregate amount of the cumulative dividends in arrears on all shares having a preference with respect to payment of dividends over the class or series to which the distribution is made.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 4. Corporate Finance. › Sec. 10.06.368. Exception for purchase or redemption of shares of deceased shareholder.

The provisions of AS 10.06.358, 10.06.360, 10.06.363, and 10.06.365 do not apply to a purchase or redemption of shares of a deceased shareholder from the proceeds of insurance on the life of the shareholder in excess of the total amount of all premiums paid by the corporation for the insurance, in order to carry out the provisions of an agreement between the corporation and the shareholder to purchase or redeem the shares upon the death of the shareholder.