reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.480. Liability of directors and contributions from shareholders and other directors.

(a) In addition to other liabilities, a director is liable in the following circumstances unless the director complies with the standard provided in AS 10.06.450(b) for the performance of the duties of directors:
(1) a director who votes for or assents to a distribution to the corporation's shareholders contrary to the provisions of AS 10.06.358, 10.06.360, 10.06.363, or 10.06.365 or contrary to a restriction in the articles of incorporation is liable to the corporation, jointly and severally with all other directors voting for or assenting to the distribution, for the amount of the distribution that is paid or the value of the assets that are distributed in excess of the amount of the distribution that could have been paid or distributed without violation of AS 10.06.305 - 10.06.390 or the restrictions of the articles of incorporation;
(2) a director who votes for or assents to a distribution to the corporation's shareholders during the liquidation of the corporation without the payment and discharge of, or making adequate provision for, all known debts, obligations, and liabilities of the corporation is liable to the corporation, jointly and severally with all other directors voting for or assenting to distribution, for the value of the assets that are distributed, to the extent that the debts, obligations, and liabilities of the corporation are not thereafter paid and discharged;
(3) a director who votes for or assents to a loan of assets of the corporation to an officer or employee or a loan secured by the corporation's shares contrary to the provisions of AS 10.06.485 or contrary to a restriction in the articles of incorporation is liable to the corporation, jointly and severally with all other directors voting for or assenting to the loan, for the amount of the loan that is in excess of a loan that could have been extended without a violation of AS 10.06.485 or the restriction in the articles of incorporation.
(b) A director against whom a claim is asserted under this section for the distribution of assets of the corporation is entitled to contribution from shareholders who accepted or received the assets, knowing the distribution to have been made in violation of this chapter, in proportion to the amounts received by them. A director against whom a claim is asserted under this section for the extension of a loan is entitled to contribution from the person receiving the loan.
(c) A director against whom a claim is asserted under this section is entitled to contribution from other directors who voted for or assented to the action upon which the claim is asserted.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.483. Officers; tenure, resignation, authority, and duties.

(a) A corporation shall have a president, a secretary, a treasurer, and other officers with titles and duties as stated in the bylaws of the corporation or determined by the board and as may be necessary to enable the corporation to sign instruments and share certificates. Any two or more offices may be held by the same person, except the offices of president and secretary. When all of the issued and outstanding stock of the corporation is owned by one person, the person may hold all or any combination of offices.
(b) Except as otherwise provided in the articles or bylaws of the corporation, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under a contract of employment. An officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under a contract to which the officer is a party.
(c) All officers as between themselves and the corporation have the authority and shall perform the duties in the management of the corporation as provided in the bylaws of the corporation or, to the extent not provided in the bylaws, as provided by the board.
(d) Subject to the provisions of AS 10.06.020, a note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing, and an assignment or endorsement of these, executed or entered into between the corporation and another person, if signed by two individuals, one of whom is the chairman of the board, the president, or a vice-president and the other of whom is the secretary, an assistant secretary, the treasurer, or an assistant treasurer of the corporation, is not invalidated as to the corporation by a lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the instrument.
(e) An officer shall perform the duties of the office in good faith and with that degree of care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Except as provided in (f) of this section, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data in each case prepared or presented by legal counsel or public accountants.
(f) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by (e) of this section unwarranted.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 6. Directors, Officers, Employees, and Agents. › Sec. 10.06.485. Loans to directors, officers, and employees.

(a) A loan may not be extended to an officer or employee without authorization by the board. A loan may not be extended to a director without the approval of two-thirds of the voting shares. An employee or officer who is also a director is considered a director for purposes of this section. A shareholder is not disqualified from voting on a loan to a shareholder as a director because of personal interest.
(b) A loan to a director, officer, or employee and a loan secured by the shares of the corporation may not be made unless the loan would be permissible as a distribution under AS 10.06.358 - 10.06.365. A loan under this subsection impairs the retained earnings or paid-in capital accounts to the extent of the loan.
(c) For purposes of this section, a loan may consist of cash, securities, or personal or real property.
(d) If a corporation acts as a guarantor on a loan to a director, officer, or employee, the guarantee is treated as a loan under this section.
(e) A director, officer, or employee of an affiliate corporation is a director, officer, or employee of the lending corporation for purposes of this section.
(f) A loan is to be judged by the duties of directors and officers to act in good faith in a manner reasonably believed to be in the best interests of the corporation and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 7. Amendments and Changes. › Sec. 10.06.504. Procedure to amend articles of incorporation; application to certain elections.

(a) A corporation shall amend its articles of incorporation in the following manner:
(1) if shares have not been issued, the board shall adopt a resolution setting out the proposed amendment or amendments;
(2) subject to AS 10.06.506, if shares have been issued, an amendment shall be approved by the board and the outstanding shares; approval may be initiated by the shareholders either before or after consideration by the board; if the board adopts a resolution setting out a proposed amendment, the board shall direct that the amendment be submitted to a vote at a meeting of shareholders that may be either the annual or a special meeting; if approval of the outstanding shares is obtained before action by the board, the board shall consider and either approve or reject the amendment at the next regular or special meeting;
(3) unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more of the following amendments to the articles of incorporation without shareholder action:
(A) to delete the names and addresses of the initial directors;
(B) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the commissioner; or
(C) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding.
(b) A proposed amendment may be contained in restated articles of incorporation that contain
(1) a statement that except for the designated amendment the restated articles correctly set out without change the provisions of the articles being amended; and
(2) a statement that the restated articles together with the designated amendment supersede the original articles and all amendments to the original articles.
(c) Written notice setting out the proposed amendment or amendments or a summary of the changes to be made shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders. If the amendment is to be considered at an annual meeting, the proposed amendment or summary may be included in the notice of the annual meeting.
(d) The requirement of an affirmative vote of at least two-thirds of the shares entitled to vote for the adoption of an amendment to the articles of incorporation as provided in former AS 10.05.276 shall remain in force for corporations existing before July 1, 1989.
(e) Notwithstanding (d) of this section, an election to be governed by the voting provisions of AS 10.06.504 - 10.06.506, may be made in the same manner as an amendment to the articles of incorporation is made under those sections. An election under this subsection requires the affirmative vote of at least two-thirds of the shares entitled to vote under former AS 10.05.276(3).
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 7. Amendments and Changes. › Sec. 10.06.506. Class voting on amendments.

(a) The holders of the outstanding shares of a class may vote as a class upon a proposed amendment, whether or not the holders are entitled to vote on the amendment by the provisions of the articles of incorporation, if the amendment
(1) increases or decreases the aggregate number of authorized shares of the class;
(2) exchanges, reclassifies, or cancels all or part of the shares of the class;
(3) exchanges or creates a right of exchange of all or part of the shares of another class into the shares of the class;
(4) changes the designations, preferences, limitations, or relative rights of the shares of the class;
(5) changes the shares of the class into the same or a different number of shares of the same class or another class;
(6) creates a new class of shares having rights and preferences prior and superior to the shares of the class, or increases the rights and preferences or the number of authorized shares of a class having rights and preferences prior or superior to the shares of the class;
(7) divides the shares of a preferred or special class into series and fixes and determines the designation of the series and the variations in the relative rights and preferences between the shares of the series or authorizes the board to do so;
(8) limits or denies the existing preemptive rights of the shares of the class;
(9) cancels or otherwise affects dividends on the shares of the class that are accrued but not declared.
(b) If the holders of the outstanding shares of a class are entitled to vote as a class under (a) of this section, the amendment is not approved unless it receives a majority vote of the outstanding shares of that class and approval of the outstanding shares.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 7. Amendments and Changes. › Sec. 10.06.508. Greater voting requirements.

If the articles of incorporation require the vote of a larger proportion or of all of the shares of a class or series, or of a larger proportion or of all the directors, than is otherwise required by this chapter, the provision in the articles requiring the greater vote may not be altered, amended, or repealed except by that greater vote unless otherwise provided in the articles.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 7. Amendments and Changes. › Sec. 10.06.510. Execution and content of articles of amendment.

The articles of amendment shall be executed by the corporation by its president or vice-president and by its secretary or an assistant secretary and must set out the
(1) name of the corporation;
(2) amendment adopted;
(3) date of the approval of the amendment by the board and outstanding shares, or by the board if shares have not been issued;
(4) number of shares outstanding and the number of shares entitled to vote, and, if the shares of a class are entitled to vote as a class, the designation and number of outstanding shares of each class entitled to vote;
(5) number of shares voted for and against the amendment and, if the shares of a class are entitled to vote as a class, the number of shares of each class voted for and against the amendment or, if shares have not been issued, a statement to that effect; and
(6) manner in which an exchange, reclassification, or cancellation of issued shares is to be carried out if the amendment provides for an exchange, reclassification, or cancellation of issued shares and is not set out in the amendment.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 7. Amendments and Changes. › Sec. 10.06.514. Effective date and effect of amendment.

(a) An amendment is effective upon the issuance of a certificate of amendment by the commissioner, or on a later date, not more than 30 days after the filing of the certificate with the commissioner, as provided in the articles of amendment.
(b) An amendment may not affect an existing cause of action in favor of or against the corporation, or a pending suit to which the corporation is a party, or the existing rights of persons other than shareholders. If the corporate name is changed by amendment, a suit brought by or against the corporation under its former name does not abate.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 7. Amendments and Changes. › Sec. 10.06.516. Restated articles of incorporation.

A domestic corporation may, by resolution adopted by the board, restate its articles of incorporation as amended up to that time. Upon the adoption of the resolution, restated articles shall be executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary and must set out all of the operative provisions of the articles as amended up to that time together with a statement that the restated articles correctly set out without change the corresponding provisions of the articles as amended up to that time and that the restated articles supersede the original articles and all amendments to them.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 7. Amendments and Changes. › Sec. 10.06.522. Amendment of articles of incorporation in reorganization proceedings.

(a) If a plan of reorganization of a corporation has been confirmed by decree or order of a court in proceedings for the reorganization of the corporation under an applicable statute of the United States relating to reorganization of corporations, the articles of the corporation may be amended as necessary in the manner provided in (c) of this section, in order to carry out the plan and put it into effect, only if the articles as amended contain provisions that might be lawfully contained in original articles at the time of the making of the amendment.
(b) In particular, and without limitation upon the general power of amendment, the articles of incorporation may be amended to
(1) change the corporate name, period of duration, or corporate purposes of the corporation;
(2) repeal, alter, or amend the bylaws of the corporation;
(3) change the aggregate number of shares or shares of a class that the corporation has authority to issue;
(4) change the preferences, limitation, and relative rights of all or part of the shares of the corporation, and classify, reclassify, or cancel all or part of the shares, whether issued or unissued;
(5) authorize the issuance of bonds, debentures, or other obligations of the corporation, whether or not convertible into shares of a class or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of a class, and fix the terms and conditions of the bonds, debentures, or other obligations; and
(6) constitute or reconstitute and classify or reclassify the board of the corporation, and appoint directors and officers in place of or in addition to all or any of the directors or officers then in office.
(c) Articles of amendment approved by decree or order of a court shall be executed by the person or persons the court designates or appoints for the purpose and must set out the name of the corporation, the amendments of the articles approved by the court, the date of the decree or order approving the articles of amendment, the title of the proceedings in which the decree or order was entered, and a statement that the decree or order was entered by a court having jurisdiction of the proceedings for the reorganization of the corporation under an applicable statute of the United States.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 7. Amendments and Changes. › Sec. 10.06.524. Filing of amendment of articles in reorganization proceedings.

An original and an exact copy of the articles of amendment in reorganization proceedings shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of amendment.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 7. Amendments and Changes. › Sec. 10.06.526. Effective date and effect of amendment of articles in reorganization proceedings.

An amendment becomes effective upon the issuance of a certificate of amendment in reorganization proceedings, and the articles are considered to be amended without action by the directors or shareholders of the corporation and with the same effect as if the amendments had been adopted by unanimous action of the directors and shareholders of the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.532. Procedure for merger.

A plan of merger approved by a resolution of the board of each corporation shall be proposed setting out
(1) the names of the corporations proposing to merge and the name of the surviving corporation into which they propose to merge;
(2) the terms and conditions of the proposed merger;
(3) the manner and basis of converting the shares of each merging corporation into shares or other securities or obligations of the surviving corporation;
(4) a statement of changes in the articles of incorporation of the surviving corporation caused by the merger; and
(5) other provisions of the merger considered necessary or desirable.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.536. Procedure for consolidation.

A plan of consolidation approved by a resolution of the board of each corporation shall be proposed setting out
(1) the names of the corporations proposing to consolidate and the name of the new corporation into which they propose to consolidate;
(2) the terms and conditions of the proposed consolidation;
(3) the manner and basis of converting the shares of each corporation into shares or other securities or obligations of the new corporation;
(4) the statements with respect to the new corporation required to be set out in the articles of incorporation for corporations organized under this chapter; and
(5) other provisions of the consolidation considered necessary or desirable.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.538. Share exchange.

All of the issued or outstanding shares of one or more classes of a domestic corporation may be acquired through the exchange of all of the issued or outstanding shares of the class or classes by another domestic or foreign corporation under a plan of exchange approved in the manner provided in AS 10.06.530 - 10.06.582.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.540. Procedure for share exchange.

(a) A plan of exchange approved by a resolution of the board of each corporation shall be proposed setting out
(1) the name of the corporation the shares of which are proposed to be acquired by exchange and the name of the acquiring corporation;
(2) the terms and conditions of the proposed exchange;
(3) the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring corporation or another corporation, or, in whole or in part, for cash or other property;
(4) other provisions of the proposed exchange considered necessary or desirable.
(b) The procedure authorized by this section does not limit the power of a corporation to acquire all or part of the shares of any class or classes of a corporation through voluntary exchange or otherwise by agreement with the shareholders.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.542. Disparate treatment of shares of the same class or series prohibited; exceptions.

(a) Except as provided in (b) of this section all shares of the same class or series shall be treated equally with respect to a distribution of shares, cash, property, rights, or securities in any plan of merger, consolidation, or share exchange.
(b) Disparate treatment of shares of the same class or series may be proposed in a plan of merger, consolidation, or share exchange if
(1) disparate treatment is necessary to preserve a subchapter S election under the Internal Revenue Code of 1954;
(2) there is a sound business reason for disparate treatment and proponents of the plan prove it is consistent with fiduciary duties owed to all shareholders; or
(3) there is unanimous consent of all shareholders.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.544. Notice to and approval by shareholders.

Upon approval by the board of each corporation of a plan of merger, consolidation, or exchange, each board shall, by resolution, direct that the plan be submitted for approval, at either an annual or special meeting, by the outstanding shares of each corporation. Written notice shall be given to each shareholder of record, whether or not the share or shares of the shareholder have voting rights under the articles of the corporation, not less than 20 days before the meeting, in the manner provided in this chapter for the giving of notice of meetings of shareholders. Whether the meeting is an annual or special meeting, the notice shall state that the purpose or one of the purposes of the meeting is to consider the proposed plan of merger, consolidation, or exchange. A copy or summary of the plan of merger, consolidation, or exchange, as well as a copy of AS 10.06.574 and 10.06.576, concerning the rights of a dissenting shareholder, shall be included with the notice.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.546. Manner of approval by shareholders.

At each meeting for which notice is given under AS 10.06.544 a vote of the shareholders shall be taken on the proposed plan of merger, consolidation, or exchange. Each outstanding share of each corporation may vote on the proposed plan whether or not the share has voting rights under the articles of the corporation. The plan is approved if it receives the affirmative vote of at least two-thirds of the outstanding shares of each corporation. If a class of shares of a corporation is entitled to vote on the plan as a class, the plan is approved if it receives the affirmative vote of at least two-thirds of the outstanding shares of each class of shares entitled to vote on the plan as a class and the affirmative vote of at least two-thirds of the total shares entitled to vote on the plan. A class of shares of a corporation is entitled to vote as a class if a plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would entitle the class of shares to vote as a class and, in the case of an exchange, if the class is included in the exchange.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.548. Abandonment of plan of merger, consolidation, or exchange.

After approval of the outstanding shares of each corporation under AS 10.06.546 and before the filing of the articles of merger, consolidation, or exchange, the merger, consolidation, or exchange may be abandoned under provisions set out in the plan.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.550. Execution and contents of articles of merger, consolidation, or exchange.

After approval, articles of merger, articles of consolidation, or articles of exchange shall be executed by each corporation by its president or a vice-president and by its secretary or an assistant secretary, and must set out the
(1) plan of merger, consolidation, or exchange;
(2) number of shares outstanding of each corporation and, if the shares of a class were entitled to vote as a class, the designation and number of outstanding shares of the class; and
(3) number of shares voted for and against the plan and, if the shares of a class were entitled to vote as a class, the number of shares of the class voted for and against the plan.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.552. Filing of articles of merger, consolidation, or exchange.

An original and an exact copy of the articles of merger, consolidation, or exchange shall be delivered to the commissioner for processing according to AS 10.06.910 and for the issuance of a certificate of merger, consolidation, or exchange.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.556. Procedure for merger of subsidiary corporation.

(a) The board of a proposed surviving corporation shall, by resolution, approve a plan of merger setting out
(1) the name of the subsidiary corporation and the name of the corporation owning at least 90 percent of its shares;
(2) subject to AS 10.06.542, the manner and basis of converting the shares of the subsidiary corporation into shares, obligations, or other securities of the surviving or other corporation or, in whole or in part, into cash or other property.
(b) A copy of a plan of merger shall be mailed to each shareholder of record of the subsidiary corporation.
(c) Articles of merger shall be executed by the surviving corporation by its president or a vice-president and by its secretary or an assistant secretary and must set out the
(1) plan of merger;
(2) number of outstanding shares of each class of the subsidiary corporation and the number of those shares of each class owned by the surviving corporation; and
(3) date of the mailing to shareholders of the subsidiary corporation of the plan of merger.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.558. Filing of articles of merger of subsidiary corporation.

An original and an exact copy of the articles of merger of a subsidiary corporation shall be delivered to the commissioner for processing according to AS 10.06.910 and for the issuance of a certificate of merger.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.562. Merger, consolidation, or exchange of shares between domestic and foreign corporation.

One or more foreign corporations and one or more domestic corporations may be merged or consolidated, or participate in an exchange, if the merger, consolidation, or exchange is permitted by the laws of the state under which each foreign corporation is organized and
(1) each domestic corporation complies with the provisions of this chapter with respect to the merger, consolidation, or exchange of domestic corporations and each foreign corporation complies with the applicable provisions of the laws of the state under which it is organized; and
(2) if the surviving or new corporation is to be governed by the laws of another state, it complies with the provisions of this chapter concerning foreign corporations if it is to transact business in this state and it files with the commissioner an
(A) agreement that the surviving or new foreign corporation may be served with process in this state in a proceeding for the enforcement of an obligation of a domestic corporation that is a party to the merger or consolidation and in a proceeding for the enforcement of the rights of a dissenting shareholder of a domestic corporation against the surviving or new corporation;
(B) irrevocable appointment of the commissioner as the agent of the surviving or new corporation to accept service of process in a proceeding described in (A) of this paragraph; and
(C) agreement that it will promptly pay to the dissenting shareholders of a domestic corporation the amount to which they are entitled under provisions of this chapter with respect to the rights of dissenting shareholders.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.564. Disclosure of alien affiliates.

Not less than 20 days before the consummation of an organic change under AS 10.06.530 - 10.06.562, the surviving or new corporation shall deliver to the commissioner
(1) a list of the names and addresses of each alien affiliate of the surviving or new corporation;
(2) the percentage of outstanding shares controlled by each alien affiliate; and
(3) a specific description of the nature of the relationship between the surviving or new corporation and its alien affiliate.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.566. Disposition of assets in regular course of business; mortgage or pledge of assets.

The board of the corporation, without the approval of the shareholders or outstanding shares of the corporation, may authorize the sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of its business and the mortgage or pledge of any or all property and assets of a corporation whether or not in the usual and regular course of business, upon terms and conditions and for consideration, that may consist in whole or in part of cash or other property, including shares, obligations, or other securities of another domestic or foreign corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.568. Disposition of assets not in regular course of business.

(a) A sale, lease, exchange, or other disposition of all, or substantially all, of the property and assets, with or without the good will, of a corporation, if not in the usual and regular course of its business, may be made upon terms and conditions and for consideration, that may consist in whole or in part of cash or other property, including shares, obligations or other securities of another foreign or domestic corporation, as authorized in (b) of this section.
(b) A sale, lease, exchange, or other disposition shall be recommended to the shareholders by resolution approved by the board and submitted to a vote of the shareholders at a regular or special meeting. Written notice shall be given to each shareholder of record of the corporation, whether or not the shares have voting rights under the articles of the corporation, not less than 20 days before the meeting, in the manner provided in this chapter for the giving of notice of meetings of shareholders. Whether the meeting is an annual or special meeting the notice shall state that the purpose or one of the purposes of the meeting is to consider the proposed sale, lease, exchange, or other disposition, and include a copy of AS 10.06.574 - 10.06.576, concerning the rights of a dissenting shareholder.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.570. Approval of transaction by shareholders.

(a) At a meeting for which notice is given under AS 10.06.568(b) a vote of the shareholders shall be taken on the recommended sale, lease, exchange, or other disposition and the shareholders may fix, or may authorize the board to fix, the terms and conditions and the consideration to be received by the corporation. The transaction is approved if the recommendation of the board receives the affirmative vote of at least two-thirds of the outstanding shares of the corporation, unless a class of shares is entitled to vote as a class, in which event the transaction shall be approved upon receiving the affirmative vote of at least two-thirds of the outstanding shares of each class of shares entitled to vote as a class and of the total shares entitled to vote.
(b) If the buyer in a sale of assets under AS 10.06.568 is in control of or under common control with the seller, the principal terms of the sale must be approved by at least 90 percent of the outstanding shares of the seller unless the sale is to a domestic or foreign corporation in consideration for the nonredeemable common shares of the purchasing corporation or its parent.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.572. Abandonment of transaction by board.

The board in its discretion may abandon a sale, lease, exchange, or other disposition of assets after approval by the shares without further action or approval by the shares, subject to the rights of third parties under contracts relating to the sale, lease, exchange, or other disposition.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.574. Right of shareholders to dissent.

(a) A shareholder may dissent from the following corporate actions:
(1) a plan of merger, consolidation, or exchange to which the corporation is a party; or
(2) a sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual and regular course of its business, including a sale in dissolution, but not including a sale under a court order or a sale for cash on terms requiring that all or substantially all of the net proceeds of the sale be distributed to the shareholders in accordance with their respective interests within one year after the date of sale.
(b) The rights of a shareholder who dissents as to less than all of the shares registered in the name of the shareholder shall be determined as if the shares as to which the shareholder dissents and the other shares of the shareholder are registered in the names of different shareholders.
(c) This section does not apply to the shareholders of the surviving corporation in a merger if a vote of shareholders of the surviving corporation is not necessary to authorize the merger.
(d) This section does not apply to the holders of shares of a class or series if the shares of the class or series were registered on a national securities exchange on the date fixed to determine the shareholders entitled to vote at the meeting of shareholders at which the plan of merger, consolidation, or exchange or the proposed sale or exchange of property and assets is to be acted upon unless the articles of the corporation provide otherwise.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.582. Status of shares acquired from dissenting shareholders.

Shares acquired by a corporation under AS 10.06.578 and 10.06.580 shall be held and disposed of by the corporation as other shares reacquired under AS 10.06.388, except that, in the case of a merger or consolidation, they shall be held and disposed of as the plan of merger or consolidation may otherwise provide.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.595. Application of provisions.

Except as provided by AS 10.55.201(c)(1)(A) and 10.55.301(d), a corporation may enter into a merger, interest exchange, conversion, or domestication under AS 10.55. AS 10.06.566 and 10.06.568 do not apply to mergers, interest exchanges, conversions, and domestications that are covered by AS 10.55.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 8. Organic Change. › Sec. 10.06.600. Definitions.

In AS 10.06.530 - 10.06.590,
(1) “consolidation” means a consolidation authorized by AS 10.06.534 or 10.06.562;
(2) “merger” means a merger authorized by AS 10.06.530 or 10.06.562;
(3) “share exchange” means a share exchange authorized by AS 10.06.538 or an exchange of shares covered by AS 10.06.562.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.605. Voluntary dissolution by vote or written consent of shares, or by approval of the board.

(a) A corporation may elect voluntarily to wind up and dissolve by
(1) the vote of shareholders taken at a special or annual meeting with notice under AS 10.06.410 to each shareholder entitled to vote at the meeting and stating that the purpose, or one of the purposes, of the meeting is to consider approval of voluntary dissolution of the corporation; at the meeting the election to voluntarily dissolve is adopted upon receiving the affirmative votes of two-thirds or more of the shares of the corporation entitled to vote, unless any class of shares is entitled to vote as a class, in which case the election is adopted upon receiving the affirmative vote of two-thirds or more of the shares of each class entitled to vote as a class and of two-thirds or more of the shares entitled to vote; or
(2) written consent of the shares taken without a meeting under AS 10.06.423.
(b) A corporation may elect by approval of the board to wind up and dissolve if the corporation has
(1) been adjudicated bankrupt;
(2) disposed of all of its assets and has not conducted any business for a period of five years immediately preceding the adoption of the resolution to dissolve the corporation; or
(3) issued no shares.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.608. Certificate of election: contents, signing, and filing.

(a) A corporation that has elected to wind up and dissolve shall immediately file a certificate evidencing the election as provided in this section.
(b) The certificate must be an officers' certificate or shall be signed by at least a majority of the directors then in office, by one or more shareholders authorized to do so by the shareholders holding shares representing 50 percent or more of the voting power, or by the officer or shareholder designated in the written consent and must set out
(1) the name of the corporation, the names and addresses of its officers under AS 10.06.483, the names and addresses of its directors, and the statement that the corporation has elected to wind up and dissolve;
(2) the number of shares voting for the election if the election was made by the vote of shareholders and a statement that the election was made by shareholders representing at least two-thirds of the voting power under AS 10.06.605(a)(1);
(3) a copy of the written consent signed by all shareholders of the corporation if the election was made by the written consent of the shares;
(4) circumstances showing the corporation to be within one of the categories described in AS 10.06.605(b) if the election was made by the board under that subsection.
(c) An original and an exact copy of the certificate conforming to (b) of this section shall be delivered to the commissioner for processing according to AS 10.06.910.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.610. Revocation of election; contents, signing, and filing of certificate.

(a) A voluntary election to wind up and dissolve under AS 10.06.605 may be revoked before distribution of assets by an election to revoke made in the same manner as an election under AS 10.06.605. A certificate evidencing the election to revoke shall be signed and filed in the manner prescribed in AS 10.06.608.
(b) The certificate must set out
(1) that the corporation has revoked its election to wind up and dissolve;
(2) that no assets have been distributed as a result of the election;
(3) the number of shares voting for the revocation and the total number of outstanding shares the holders of which were entitled to vote on the revocation, if the election to revoke was made by the vote of shareholders;
(4) a copy of the written consent signed by all shareholders of the corporation if the election to revoke was made by the written consent of the shares;
(5) the resolution of the board if the election to revoke was made by the board.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.615. Commencement and conduct of voluntary proceedings for winding up; cessation of business; notice.

(a) Voluntary proceedings for winding up the corporation commence upon the resolution of shareholders or directors of the corporation electing to wind up and dissolve, or upon the filing with the corporation of a written consent of the shareholders.
(b) If a voluntary proceeding for winding up has commenced, the board shall continue to act as a board and has powers as provided in (c) of this section to wind up and settle its affairs, both before and after the filing of the certificate of dissolution.
(c) If a voluntary proceeding for winding up has commenced, the corporation shall cease to carry on business except to the extent necessary for the beneficial winding up of its business and except during the period the board considers necessary to preserve the corporation's goodwill or going-concern value pending a sale of its business or assets, in whole or in part. The board shall give written notice of the commencement of the proceeding for voluntary winding up by mail to all shareholders and all known creditors and claimants whose addresses appear on the records of the corporation. It is unnecessary to give notice to shareholders who voted in favor of winding up and dissolving the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.618. Judicial supervision of voluntary winding up; petition and notice; orders protecting shareholders and creditors.

If a corporation is in the process of voluntary winding up, a court, upon the petition of the corporation, a five-percent shareholder, or three or more creditors, and upon notice to the corporation and to other persons interested in the corporation as shareholders and creditors as the court may order, may take jurisdiction over the voluntary winding-up proceeding if it appears necessary for the protection of any parties in interest. The court, if it assumes jurisdiction, may make orders as to any and all matters concerning the winding up of the affairs of the corporation and for the protection of its shareholders and creditors of the corporation.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 06. Alaska Corporations Code › Article 9. Dissolution. › Sec. 10.06.620. Articles of dissolution: contents.

If a corporation has been completely wound up without court proceedings, a majority of the directors then in office shall sign articles of dissolution stating that
(1) the corporation has been completely wound up;
(2) its known debts and liabilities have been actually paid, or adequately provided for under AS 10.06.668, or paid or adequately provided for as far as the assets of the corporation permit, or that it has incurred no known debts or liabilities; if there are known debts or liabilities for which adequate provision for payment has been made, the articles of dissolution must state what provision has been made, setting out the name and address of the corporation, person, or governmental agency that has assumed or guaranteed payment, or the name and address of the depositary with which deposit has been made and such other information as may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability;
(3) its known assets have been distributed to shareholders, or, if there are no shareholders, to persons entitled to the assets, or wholly applied or deposited on account of its debts and liabilities, or that it acquired no known assets;
(4) the corporation is dissolved.