reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.628. Involuntary dissolution by verified complaint; filing; intervention by shareholder or creditor.

(a) A verified complaint for involuntary dissolution of a corporation on any of the grounds specified in (b) of this section may be filed in the superior court by the following persons:
(1) one-half or more of the directors in office;
(2) a shareholder or shareholders who hold shares representing not less than 331/3 percent of the total number of outstanding shares, assuming conversion of preferred shares convertible into common shares, or of the outstanding common shares, or of the equity of the corporation, exclusive of shares owned by persons who have personally participated in any of the transactions enumerated in (b)(4) of this section;
(3) a shareholder if the ground for dissolution is that the period for which the corporation was formed has terminated without extension; or
(4) another person expressly authorized to do so in the articles.
(b) The grounds for involuntary dissolution are:
(1) the corporation has abandoned its business for more than one year;
(2) the corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its business can no longer be conducted to advantage or so that there is danger that its property and business will be impaired or lost, and the holders of the voting shares of the corporation are so divided into factions that they cannot elect a board consisting of an uneven number;
(3) there is internal dissension and two or more factions of shareholders in the corporation are so deadlocked that its business can no longer be conducted with advantage to its shareholders, or the shareholders have failed at two consecutive annual meetings at which all voting power was exercised to elect successors to directors whose terms have expired or would have expired upon election of their successors;
(4) those in control of the corporation have been guilty of or have knowingly countenanced persistent and pervasive fraud, mismanagement or abuse of authority or persistent unfairness toward shareholders, or the property of the corporation is being misapplied or wasted by its directors or officers;
(5) in the case of any corporation with 35 or fewer shareholders of record, liquidation is reasonably necessary for the protection of the rights or interests of the complaining shareholder or shareholders; or
(6) the period for which the corporation was formed has terminated without extension.
(c) Before the trial of the action a shareholder or creditor of the corporation may intervene.
(d) For purposes of this section, “shareholder” includes a beneficial owner of shares who has entered into an agreement under AS 10.06.425(a).
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.635. Commissioner's authority to bring action for involuntary dissolution; grounds; relief.

(a) In addition to other remedies provided by law, a corporation may be dissolved involuntarily by a decree of the superior court in an action filed by the commissioner when it is established that the corporation has
(1) procured its certificate of incorporation through fraud;
(2) continued to exceed or abuse the authority conferred upon it by law;
(3) seriously violated a statute regulating corporations; or
(4) violated a provision of law by an act or default that under the law is a ground for forfeiture of corporate existence.
(b) The court may order dissolution or other or partial relief as it considers just and expedient. The court also may appoint a receiver under AS 10.06.643 for winding up the affairs of the corporation or may order that the corporation be wound up by its board subject to the supervision of the court.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.638. Commencement of commissioner's action; notice; default.

(a) An action for the involuntary dissolution of a corporation under AS 10.06.635 shall be commenced by the commissioner in the superior court.
(b) Summons shall issue and be served as in civil actions. If no registered agent or office is found to serve, the commissioner shall publish notice as in civil cases in a newspaper published in the judicial district where the registered office of the corporation is situated, containing a notice of the pendency of the action, the title of the court, the title of the action, and the date on or after which default may be entered. The commissioner may include in one notice the names of any number of corporations against which actions are pending in the same court.
(c) The commissioner shall mail a copy of the notice to an office of the corporation, if one is known, within 10 days after the first publication of the notice.
(d) Notice shall be published at least once each week for two successive weeks, and the first publication may begin after the summons has been returned.
(e) Unless a corporation is served with summons, a default may not be taken against the corporation earlier than 30 days after the first publication of notice.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.640. Appointment of provisional director upon deadlock.

(a) If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set out in AS 10.06.628(b)(2), the court may appoint a provisional director.
(b) A provisional director shall be an impartial person, who is neither a shareholder nor a creditor of the corporation, nor related according to the common law by consanguinity or affinity within the third degree to a director of the corporation or to a judge of the court by which the provisional director is appointed. A provisional director has all the rights and powers of a director until the deadlock in the board is broken or until the provisional director is removed by order of the court or by approval of the outstanding shares.
(c) Unless otherwise agreed the compensation of the provisional director shall be fixed by the court.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.643. Appointment of receiver: application, hearing and notice, security, qualifications, powers, compensation.

(a) If, at the time of the filing of a complaint for involuntary dissolution under AS 10.06.628 or at any time after the filing, the court has reasonable grounds to believe that unless a receiver of the corporation is appointed the interests of the corporation and its shareholders will suffer pending the hearing and determination of the complaint, upon the application of the plaintiff and after a hearing upon notice to the corporation as the court may direct, the court may appoint a receiver to take over and manage the business and affairs of the corporation and to preserve its property pending the hearing and determination of the complaint for dissolution.
(b) A receiver shall be a citizen of the United States or a corporation authorized to act as receiver. A corporate receiver may be a domestic corporation or a foreign corporation authorized to transact business in the state. A receiver shall give bond and provide sureties as the court may require.
(c) The compensation of the receiver shall be paid out of the assets of the corporation and unless otherwise agreed shall be fixed by the court.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.645. Decree for winding up and dissolution; further judicial relief.

After hearing, the court may decree a winding up and dissolution of the corporation as provided in AS 10.06.625 or, with or without winding up and dissolution, may make orders and decrees and issue injunctions in the case as justice and equity may require.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.648. Commencement and conduct of involuntary proceedings for winding up; cessation of business; notice.

(a) Involuntary proceedings for winding up commence when an order for winding up is entered under AS 10.06.635(b) or 10.06.645.
(b) If an involuntary proceeding for winding up has commenced, the board shall conduct the winding up of the affairs of the corporation, subject to the supervision of the court, unless other persons are appointed by the court to conduct the winding up. The directors or other persons may, subject to any restrictions imposed by the court, exercise all their powers through the executive officers of the corporation without an order of the court.
(c) If an involuntary proceeding for winding up has commenced, the corporation shall cease to carry on business except to the extent necessary for the beneficial winding up of the business and except during a period the board may consider necessary to preserve the corporation's goodwill or going-concern value pending a sale of its business or assets, in whole or in part. The directors shall mail written notice of the commencement of the proceeding for involuntary winding up to all shareholders and to all known creditors and claimants whose addresses appear on the records of the corporation, unless the order for winding up has been stayed by appeal or otherwise or the proceeding or the execution of the order has been enjoined.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.650. Jurisdiction of court.

If an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes
(1) the determination of the validity of all claims and demands against the corporation, whether due or not yet due, contingent, unliquidated, or sounding only in damages, and the barring from participation of creditors and claimants failing to make and present claims and proof as required by an order;
(2) the determination or compromise of all claims against the corporation or any of its property, and the determination of the amount of money or assets required to be retained to pay or provide for the payment of claims;
(3) the determination of the rights of shareholders in and to the assets of the corporation;
(4) the supervision of the presentation and filing of intermediate and final accounts of the directors or other persons appointed to conduct the winding up and hearing thereon, the allowance, disallowance, or settlement of the accounts, and the discharge of the directors or the other persons from their duties and liabilities;
(5) the appointment of a master to hear and determine any or all matters, with the power or authority the court considers proper;
(6) the filling of vacancies on the board that the directors or shareholders are unable to fill;
(7) the removal of a director if it appears that the director has been guilty of dishonesty, misconduct, neglect, or abuse of trust in conducting the winding up or if the director is unable to act; the court may order an election to fill the vacancy, and may enjoin, for the time it considers proper, the reelection of the removed director; the court, in place of ordering an election, may appoint a director to fill the vacancy caused by the removal; a director appointed by the court serves until the next annual meeting of shareholders or until a successor is elected or appointed;
(8) staying the prosecution of a suit, proceeding, or action against the corporation and requiring the parties to present and prove their claims in the manner required of other creditors;
(9) the determination of whether adequate provision has been made for payment or satisfaction of all debts and liabilities not actually paid;
(10) the making of orders for the withdrawal or termination of proceedings to wind up and dissolve, subject to conditions for the protection of shareholders and creditors;
(11) the making of an order, after the allowance or settlement of the final accounts of the directors or other persons, that the corporation is legally wound up and is dissolved;
(12) the making of orders for the bringing in of new parties as the court considers proper.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.655. Order declaring corporation wound up and dissolved; declarations; effect; additional orders; discharge of directors and other persons.

(a) Upon the final settlement of the accounts of the directors or other persons appointed under AS 10.06.648 and the determination that the corporation's affairs are in a condition for it to be dissolved, the court shall make an order declaring the corporation legally wound up and dissolved. The order shall declare that the
(1) corporation has been legally wound up, that any tax or penalty due under AS 10.06.805 - 10.06.870 has been paid or secured and that the other known debts and liabilities of the corporation have been paid or adequately provided for, or that taxes, penalties, debts, and liabilities have been paid as far as its assets permit; if adequate provision has been made for the payment of all known debts or liabilities, the order shall state what provision has been made, setting out the name and address of the corporation, person, or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made or other information as may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability;
(2) known assets of the corporation have been distributed to the persons entitled to the assets or that it acquired no known assets;
(3) accounts of directors or other persons appointed under AS 10.06.648 have been settled and that they are discharged from their duties and liabilities to creditors and shareholders;
(4) corporation is dissolved.
(b) The court may make additional orders and grant further relief as it considers proper upon the evidence submitted.
(c) Upon the making of the order declaring the corporation dissolved, corporate existence ceases except for the purposes of further winding up if needed. The directors or other persons appointed under AS 10.06.648 shall be discharged from their duties and liabilities, except as needed to complete the winding up.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.660. Powers and duties of directors and others in dissolution proceedings.

The powers and duties of the directors or other persons appointed by the court under AS 10.06.648 and officers after commencement of a dissolution proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation:
(1) to elect officers and to employ agents and attorneys to liquidate or wind up the affairs of the corporation;
(2) to continue the conduct of the business insofar as necessary for the disposal or winding up of the business;
(3) to carry out contracts and collect, pay, compromise, and settle debts and claims for or against the corporation;
(4) to defend suits brought against the corporation;
(5) to sue, in the name of the corporation, for sums due or owing to the corporation or to recover property of the corporation;
(6) to collect amounts remaining unpaid on subscriptions to shares or to recover unlawful distributions;
(7) to sell at public or private sale, exchange, convey, or otherwise dispose of all or any part of the assets of the corporation for cash in an amount considered reasonable by the board with or without compliance with the provisions of AS 10.06.568 and 10.06.570 and without dissenters' rights (AS 10.06.574 - 10.06.582) and upon terms, conditions, and other considerations the board considers reasonable or expedient;
(8) to execute bills of sale and deeds of conveyance in the name of the corporation;
(9) in general to make contracts and to do any and all things in the name of the corporation that may be proper or convenient for the purposes of winding up, settling, and liquidating the affairs of the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.663. Proceeding to determine identity of directors or to appoint directors.

If the identity of a director or the right of a director to hold office is in doubt, if a director is dead or unable to act, if a director fails or refuses to act, or if the director's whereabouts cannot be ascertained, an interested person may petition the superior court to determine the identity of the director or, if there are no directors, to appoint directors to wind up the affairs of the corporation, after hearing upon such notice as the court may direct.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.665. Distribution of corporate assets among shareholders or other persons; when to be made.

After determining that all of the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for, the board shall distribute all the remaining corporate assets among the shareholders according to their respective rights and preferences or, if there are no shareholders, to the persons entitled to the assets. If the winding up is by court proceeding or subject to court supervision, the distribution may not be made until after the expiration of any period for the presentation of claims that has been prescribed by order of the court.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.668. Provision for payment of debt or liability.

The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if
(1) payment of the debt or liability has been assumed or guaranteed in good faith by one or more financially responsible corporations or other persons or by the United States government or an agency of the United States, and the provision was determined in good faith and with reasonable care by the board to be adequate at the time of distribution of the assets by the board under AS 10.06.605 - 10.06.678; or
(2) the amount of the debt or liability has been deposited as provided in AS 10.06.653.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.670. Distribution in money, property, or securities; installments.

Distribution of assets may be made in money, in property, or in securities and either in installments or as a whole, if the distribution is done fairly and ratably and in conformity with the articles of incorporation and the rights of the shareholders, and shall be made as soon as reasonably consistent with the beneficial liquidation of the corporate assets.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.673. Plan of distribution; adoption; binding effect; notice; payment to dissenting shareholders; abandonment.

(a) If a corporation in the process of winding up has both preferred and common shares outstanding, a plan of distribution of the shares, obligations, or securities of another corporation, or of the assets of the corporation, other than money, that is not in accordance with the liquidation rights of the preferred shares as specified in the articles of incorporation may be adopted if approved by the board and by approval of the outstanding shares of each class. The plan may provide that the distribution is in complete or partial satisfaction of the rights of the preferred shareholders upon distribution and liquidation of the assets.
(b) A plan of distribution approved under (a) of this section is binding upon the shareholders except as provided in (c) of this section. The board shall mail notice of the adoption of the plan within 20 days after its adoption to all holders of shares having a liquidation preference.
(c) Shareholders having a liquidation preference who dissent from the plan of distribution are entitled to be paid the amount of their liquidation preference in cash if they file written demand for payment with the corporation within 30 days after the date of mailing of the notice of the adoption of the plan of distribution unless the plan of distribution is abandoned. The demand shall state the number and class of the shares held of record by the shareholder for which the shareholder claims payment.
(d) If a demand for cash payment is filed under (c) of this section, the board in its discretion may abandon the plan without further approval by the outstanding shares and the shareholders shall be entitled to distribution according to their rights and liquidation preferences in the process of winding up.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.675. Recovery of amounts improperly distributed.

(a) If a distribution of assets has been made in the process of winding up a corporation without a court order and without prior payment or adequate provision for payment of the debts and liabilities of the corporation, the amount improperly distributed to a shareholder may be recovered by the corporation. Shareholders who received an improper distribution may be joined as a party in the same action.
(b) Suit may be brought in the name of the corporation to enforce the liability under (a) of this section against a shareholder receiving an improper distribution by a creditor of the corporation, whether or not the creditor has reduced the claim of the creditor to judgment.
(c) A shareholder who satisfies a liability under this section has the right of ratable contribution from other distributees who are similarly liable. A shareholder who has been compelled to return to the corporation more than the shareholder's ratable share of the amount needed to pay the debts and liabilities of the corporation may require that the corporation recover from any or all of the other distributees the proportion of the amounts received by them by the improper distribution necessary to give contribution to shareholders held liable under this section and to make the distribution of the assets fair and ratable, according to the respective rights and preferences of the shares, after payment or adequate provision for payment of all the debts and liabilities of the corporation.
(d) In this section, “process of winding up” includes proceedings under AS 10.06.605 - 10.06.678 and other distributions of assets to shareholders made in contemplation of termination or abandonment of the corporate business.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.678. Continued existence of dissolved corporations; purposes; abatement or commencement of actions; distribution of omitted assets.

(a) A corporation that is dissolved voluntarily or involuntarily continues to exist for the purpose of winding up its affairs, defending actions against it, and enabling it to collect and discharge obligations, dispose of and convey its property, and collect and divide its assets. A dissolved corporation does not continue to exist for the purpose of continuing business except so far as necessary for winding up the business.
(b) An action or proceeding to which a corporation is a party does not abate by the dissolution of the corporation or by reason of proceedings for winding up and dissolution of the corporation. A corporation that is dissolved voluntarily or involuntarily may not commence a court action, except for a court action under AS 10.06.675.
(c) Assets inadvertently or otherwise omitted from the winding up continue as assets of the dissolved corporation for the benefit of persons entitled to the assets upon dissolution of the corporation and on realization the assets shall be distributed to the persons entitled.
(d) The directors of the corporation on the date of its dissolution or as determined under AS 10.06.663 shall exercise and enjoy the powers necessary to act under the terms of this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.705. Authorization of foreign corporation.

A foreign corporation may not transact business in this state until it has been issued a certificate of authority by the commissioner. A foreign corporation may not be issued a certificate of authority to transact business in this state that a corporation organized under this chapter is not permitted to transact. A foreign corporation may not be denied a certificate of authority because the laws of the state or country under which it is organized governing its organization and internal affairs differ from the laws of this state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.710. Liability for transacting business without certificate of authority.

A foreign corporation that transacts business in the state without a certificate of authority is liable to this state, for the years or portions of years during which it transacts business in the state without a certificate of authority, in an amount equal to all fees and corporation taxes that would have been imposed by this chapter on the corporation if it had applied for and received a certificate of authority to transact business in this state as required by this chapter and filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees and corporation taxes, plus a penalty of up to $10,000 per calendar year or portion of a calendar year for each year it transacts business in this state without a certificate of authority. The attorney general shall bring proceedings to recover amounts due the state under this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.713. Certificate of authority as prerequisite for court proceedings.

A foreign corporation transacting business in this state without a certificate of authority may not maintain an action, suit, or proceeding in a court of this state until it obtains a certificate of authority. A successor or assignee of a foreign corporation transacting business without a certificate of authority may not maintain an action, suit, or proceeding in a court of this state on a right, claim, or demand arising out of the transaction of business by the corporation in this state until a certificate of authority is obtained by the corporation or by a corporation that has acquired all or substanially all of its assets.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.715. Transacting business without certificate of authority not affecting contracts and right to defend action.

The failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of a contract or act of the corporation, and does not prevent the corporation from defending an action, suit, or proceeding in a court of this state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.718. Activities not constituting transacting business in this state.

Without excluding other activities that may not constitute transacting business in this state, a foreign corporation is not considered to be transacting business in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:
(1) maintaining, defending, or settling an action, suit, or administrative or arbitration proceeding, or the settlement of claims or disputes;
(2) holding meetings of directors or shareholders of the corporation, or carrying on other activities concerning the internal affairs of the corporation;
(3) maintaining bank accounts;
(4) maintaining an office or agency for the transfer, exchange, and registration of securities of the corporation, or appointing and maintaining a trustee or depositary for the securities of the corporation;
(5) making sales through independent contractors;
(6) soliciting or procuring orders by mail, through employees, agents, or otherwise, if the orders require acceptance outside the state before becoming binding contracts;
(7) creating, as borrower or lender, or acquiring indebtedness or mortgages or other security interests in real or personal property;
(8) securing or collecting debts, or enforcing rights in property securing debts;
(9) transacting business in interstate commerce;
(10) conducting an isolated transaction completed within a period of 30 days not in the course of a number of repeated transactions of like nature.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.720. Corporate name of foreign corporation.

A certificate of authority may not be issued to a foreign corporation unless the corporate name of the corporation
(1) contains the word “corporation”, “company”, “incorporated”, or “limited”, or an abbreviation of one of these words, or, for use in this state, adds at the end of its name one of these words or an abbreviation of one of them;
(2) does not contain a word or phrase that indicates or implies that it is organized for a purpose other than the purpose contained in its articles of incorporation or that it is authorized or empowered to conduct the business of banking or insurance;
(3) does not contain the word “city”, “borough”, or “village” or otherwise imply that the corporation is a municipality, but the name of a city, borough, or village may be used in the corporate name;
(4) 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 10. Foreign Corporations. › Sec. 10.06.723. Assumed corporate name.

(a) If a foreign corporation applying for a certificate of authority has a name that is impermissible under any provision of AS 10.06.720, it shall select an assumed name, acceptable under the provisions of AS 10.06.720, under which it elects to do business in this state.
(b) The commissioner shall maintain records that cross-reference the actual and assumed names of all foreign corporations authorized to transact business in this state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.725. Change of name by foreign corporation.

If a foreign corporation authorized to transact business in this state changes its name to one under which a certificate of authority would not be granted to it, the certificate of authority of the corporation is suspended and it may not transact business in this state until it has changed its name to a name available to it under the laws of this state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.730. Contents of application.

The application must set out
(1) the name of the corporation and the assumed name, if any, or if the name of the corporation does not contain the word “corporation”, “company”, “incorporated”, or “limited” or an abbreviation of one of these words, the name of the corporation with the word or abbreviation that it elects to use in this state; and the state or country under whose laws it is incorporated;
(2) the date of incorporation and the period of duration of the corporation;
(3) the address of the principal office of the corporation in the state or country under whose laws it is incorporated;
(4) the address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at that address;
(5) the purpose the corporation proposes to pursue in the transaction of business in this state and the codes from the identification code established under AS 10.06.870 that most closely describe the activities in which the corporation will engage in this state;
(6) the names and addresses of the directors and officers of the corporation;
(7) a statement of the aggregate number of shares that the corporation may issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class;
(8) a statement of the aggregate number of issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class;
(9) a statement expressed in dollars of the amount of stated capital of the corporation;
(10) an estimate expressed in dollars of the
(A) value of all property to be owned by the corporation for the following year;
(B) value of the property of the corporation to be located in this state during the following year;
(C) gross amount of all business that will be transacted by the corporation during the following year; and
(D) gross amount of business that will be transacted by the corporation at or from places of business in this state during the following year;
(11) additional information necessary or appropriate to enable the commissioner to determine whether the corporation is entitled to a certificate of authority and to determine and assess the fees and taxes prescribed in this chapter that are payable;
(12) the name and address of each alien affiliate, the percentage of outstanding shares controlled by each alien affiliate, and a specific description of the nature of the relationship between the foreign corporation and its alien affiliate; or, a statement that there are no alien affiliates;
(13) the name and address of each person owning at least five percent of the shares, or five percent of any class of shares, and the percentage of the shares or class of shares owned by that person.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.733. Forms for, and execution and filing of application for certificate of authority.

The application of the corporation for a certificate of authority shall be on forms prescribed and furnished by the commissioner. The application shall be executed by the president or vice-president of the corporation and by its secretary or an assistant secretary. The original application and an exact copy of it shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of authority.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.735. Effect of certificate of authority.

Upon the issuance of a certificate of authority by the commissioner, the corporation may transact business in this state for the purpose set out in its application, subject, however, to the right of this state to suspend or revoke the authority as provided in this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.738. Amended certificate of authority.

(a) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority if it changes its corporate name, or desires to pursue in this state other or additional purposes than those set out in its earlier application for a certificate of authority.
(b) The requirements for the form and contents of an application for an amended certificate of authority, the manner of its execution, the filing of the original application and an exact copy of it with the commissioner, and the issuance and effect of an amended certificate of authority shall be the same as in the case of an original application for a certificate of authority.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.740. Status of foreign corporation.

A foreign corporation that has received a certificate of authority enjoys, until a certificate of revocation or of withdrawal has been issued as provided in this chapter, the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set out in the application under which the certificate of authority is issued and, except as otherwise provided in this chapter, is subject to the duties, restrictions, penalties, and liabilities now or hereafter imposed upon a domestic corporation of like character.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.743. Revocation of certificate of authority.

A certificate of authority of a foreign corporation to transact business in this state may be revoked by the commissioner when
(1) the corporation fails to file its biennial report within the time required by this chapter, or fails to pay fees, corporation taxes, or penalties prescribed in this chapter when they are due and payable;
(2) the corporation fails to appoint and maintain a registered agent in this state;
(3) the corporation fails, after change of its registered office or registered agent, to file with the commissioner a statement of the change as required by this chapter;
(4) the corporation fails to file with the department an amendment to its articles of merger within the time prescribed by this chapter;
(5) a misrepresentation of a material matter has been made in an application, report, affidavit, or other document submitted under this chapter; or
(6) the corporation is a party to an illegal combination in restraint of trade.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.745. Limitations on revocation of certificate of authority.

The commissioner may not revoke a certificate of authority of a foreign corporation unless the
(1) commissioner has given the corporation at least 60 days notice by certified mail addressed to its registered office in this state; and
(2) corporation fails before revocation to file the biennial report, or pay the fees, corporation taxes, or penalties, or file the required statement of change of registered agent or registered office, or file the articles of merger, or correct the misrepresentation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.748. Issuance of certificate of revocation.

Upon revoking a certificate of authority, the commissioner shall
(1) issue a certificate of revocation in duplicate;
(2) file one of the certificates in the commissioner's office; and
(3) mail one of the certificates of revocation to the corporation at its registered office in this state under AS 10.06.753(1).
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.753. Registered office and registered agent of foreign corporation.

A foreign corporation authorized to transact business in this state shall have and continuously maintain in the state a registered
(1) office that may be, but need not be, the same as its place of business in this state; and
(2) agent, who may be either an individual resident in this state whose business office is identical to the registered office, or a domestic corporation, or a foreign corporation authorized to transact business in this state, that has a business office identical to the registered office.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.758. Change of registered office or registered agent of foreign corporation.

A foreign corporation authorized to transact business in this state may change its registered office or change its registered agent, or both, upon filing with the commissioner a statement setting out
(1) the name of the corporation;
(2) the address of its registered office;
(3) the address of the new registered office if the address of its registered office is to be changed;
(4) the name of its registered agent;
(5) the name of its new registered agent if its registered agent is to be changed;
(6) that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and
(7) that the change is authorized by resolution adopted by the board of directors.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.760. Filing of statement of change.

A statement of change under AS 10.06.758 shall be executed by the corporation by its president or a vice-president and delivered to the commissioner. If the commissioner finds that the statement conforms to the provisions of this chapter, the commissioner shall file the statement in the office of the commissioner and, upon the filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, becomes effective.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.765. Service on commissioner.

When a foreign corporation authorized to transact business in this state, or not authorized to transact business in this state but doing so, fails to appoint or maintain a registered agent in this state, or when a registered agent cannot with reasonable diligence be found at the registered office, or when the certificate of authority of a foreign corporation is suspended or revoked, the commissioner is an agent upon whom process, notice, or demand may be served. Service is made upon the commissioner as provided in AS 10.06.175(b).
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.775. Organic change of foreign corporation.

If a foreign corporation authorized to transact business in this state is a party to an organic change permitted by the laws of the state or country where it is incorporated, and the corporation is the surviving corporation, it shall, within 30 days after the change becomes effective, file with the commissioner a copy of the articles of merger, consolidation, exchange, or reorganization authenticated by the proper office of the state or country under whose laws the organic change was carried out. It is not necessary for the corporation to obtain a new or amended certificate of authority to transact business in this state unless the name of the corporation is changed or unless the corporation desires to pursue in this state other or additional purposes than those that it is authorized to transact in this state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.780. Contents of application for withdrawal.

An application for withdrawal must set out
(1) the name of the corporation and the state or country where it is incorporated;
(2) that the corporation is not transacting business in this state;
(3) that the corporation surrenders its authority to transact business in this state;
(4) that the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in an action, suit, or proceeding based upon a cause of action arising in this state during the time the corporation was authorized to transact business in this state may be made on the corporation by service on the commissioner;
(5) a post office address to which the commissioner may mail a copy of a process against the corporation that may be served on the commissioner;
(6) a statement of the aggregate number of shares that the corporation may issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class, as of the date of the application;
(7) a statement of the aggregate number of issued shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class, as of the date of the application;
(8) a statement, expressed in dollars, of the amount of stated capital of the corporation, as of the date of the application;
(9) additional information necessary or appropriate to enable the commissioner to determine and assess unpaid fees or corporate taxes payable as prescribed in this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 10. Foreign Corporations. › Sec. 10.06.783. Form and execution of application for withdrawal.

An application for withdrawal shall be made on forms prescribed and furnished by the commissioner and shall be executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary, or, if the corporation is in the hands of a receiver or trustee, the application shall be executed on behalf of the corporation by the receiver or trustee.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. › Sec. 10.06.805. Biennial report of domestic and foreign corporations.

A domestic corporation and a foreign corporation authorized to transact business in this state shall file a biennial report within the time prescribed by 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. 10.06.808. Contents of biennial report.

A biennial report must set out
(1) the name of the corporation and the state or country where it is incorporated;
(2) the address of the registered office of the corporation in this state, and the name of its registered agent in this state at that address, and, in the case of a foreign corporation, the address of its principal office in the state or country where it is incorporated;
(3) a brief statement of the character of the business in which the corporation is engaged in this state and the codes from the identification code established under AS 10.06.870 that most closely describe the activities in which the corporation is engaged in this state;
(4) the names and addresses of the directors and officers of the corporation;
(5) a statement of the aggregate number of shares that the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class;
(6) a statement of the aggregate number of issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class;
(7) the name and address of each alien affiliate, the percentage of outstanding shares controlled by each alien affiliate, and a specific description of the nature of the relationship between the corporation and its alien affiliates, or that there is no alien affiliate;
(8) the name and address of each person owning at least five percent of the shares, or five percent of any class of shares as of September 30 of the second year of the biennial reporting period, and the percentage of the shares or class of shares owned by that person.