reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 2. Merger. › Sec. 10.55.205. Statement of merger; effective date.

(a) A statement of merger shall be signed on behalf of each merging entity and filed with the department.
(b) A statement of merger must contain
(1) the name, jurisdiction of organization, and type of each merging entity that is not the surviving entity;
(2) the name, jurisdiction of organization, and type of the surviving entity;
(3) if the statement of merger is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
(4) a statement that the merger was approved by each domestic merging entity, if any, in accordance with AS 10.55.201 - 10.55.206 and by each foreign merging entity, if any, in accordance with the law of the foreign merging entity's jurisdiction of organization;
(5) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to the surviving entity's public organic document approved as part of the plan of merger;
(6) if the surviving entity is created by the merger and is a domestic filing entity, the surviving entity's public organic document, as an attachment;
(7) if the surviving entity is created by the merger and is a domestic limited liability partnership, the surviving entity's statement of qualification, as an attachment; and
(8) if the surviving entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the department may send any process served on the commissioner under AS 10.55.206(e).
(c) In addition to the requirements of (b) of this section, a statement of merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, the surviving entity's public organic document, if any, must satisfy the requirements of the law of this state, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.
(e) A plan of merger that is signed on behalf of all of the merging entities and meets all of the requirements of (b) of this section may be filed with the department instead of a statement of merger and, on filing, has the same effect as a statement of merger. If a plan of merger is filed as provided in this subsection, references in this chapter to a statement of merger refer to the plan of merger filed under this subsection.
(f) A statement of merger becomes effective on the date and time of filing or the later date and time specified in the statement of merger under (b)(3) of this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 3. Interest Exchange. › Sec. 10.55.301. Interest exchange authorized.

(a) Except as otherwise provided in this section, by complying with AS 10.55.301 - 10.55.306,
(1) a domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property; or
(2) all of one or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property.
(b) Except as otherwise provided in this section, by complying with the provisions of AS 10.55.301 - 10.55.306 applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under AS 10.55.301 - 10.55.306 if the interest exchange is authorized by the law of the foreign entity's jurisdiction of organization.
(c) Unless the provision is amended after July 1, 2014, if a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger.
(d) The provisions of AS 10.55.301 - 10.55.306 do not apply to a share exchange under AS 10.06.530 - 10.06.582 or 10.06.960. In this subsection, “share exchange” means a share exchange authorized by AS 10.06.538 or an exchange regulated by AS 10.06.960.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 3. Interest Exchange. › Sec. 10.55.302. Plan of interest exchange.

(a) A domestic entity may be the acquired entity in an interest exchange under AS 10.55.301 - 10.55.306 by approving a plan of interest exchange. The plan must be in a record and contain
(1) the name and type of the acquired entity;
(2) the name, jurisdiction of organization, and type of the acquiring entity;
(3) the manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property;
(4) any proposed amendments to the public organic document or private organic rules that are, or are proposed to be, in a record of the acquired entity;
(5) the other terms and conditions of the interest exchange; and
(6) any other provision required by the law of this state or the organic rules of the acquired entity.
(b) A plan of interest exchange may contain any other provision not prohibited by law.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 3. Interest Exchange. › Sec. 10.55.303. Approval of interest exchange.

(a) A plan of interest exchange is not effective unless it has been approved
(1) by a domestic acquired entity
(A) in accordance with the requirements, if any, in the acquired entity's organic law and organic rules for approval of an interest exchange;
(B) except as otherwise provided in (d) of this section, if neither the acquired entity's organic law nor organic rules provide for approval of an interest exchange, in accordance with the requirements, if any, in the acquired entity's organic law and organic rules for approval of,
(i) in the case of an entity that is not a business corporation, a merger, as if the interest exchange were a merger; or
(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the interest exchange were that type of merger; or
(C) if neither its organic law nor organic rules provide for approval of an interest exchange or a merger described in (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic acquired entity that will have interest-holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation,
(A) the organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of the entity's interest holders become subject to interest-holder liability by the vote or consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
(c) Except as otherwise provided in the acquiring entity's organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
(d) A provision of the organic law of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under (a)(1)(B) of this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 3. Interest Exchange. › Sec. 10.55.304. Amendment or abandonment of plan of interest exchange.

(a) A plan of interest exchange of a domestic acquired entity may be amended
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner provided in the plan; however, an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change
(A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, to be received by any of the interest holders of the acquired entity under the plan;
(B) the public organic document or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or
(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(b) After a plan of interest exchange has been approved by a domestic acquired entity and before a statement of interest exchange becomes effective, the plan may be abandoned
(1) as provided in the plan; or
(2) unless prohibited by the plan, in the same manner as the plan was approved.
(c) If a plan of interest exchange is abandoned after a statement of interest exchange has been filed with the department and before the filing becomes effective, a statement of abandonment, signed on behalf of the acquired entity, must be filed with the department before the time the statement of interest exchange becomes effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain
(1) the name of the acquired entity;
(2) the date on which the statement of interest exchange was filed; and
(3) a statement that the interest exchange has been abandoned in accordance with this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 3. Interest Exchange. › Sec. 10.55.305. Statement of interest exchange; effective date.

(a) A statement of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the department.
(b) A statement of interest exchange must contain
(1) the name and type of the acquired entity;
(2) the name, jurisdiction of organization, and type of the acquiring entity;
(3) if the statement of interest exchange is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
(4) a statement that the plan of interest exchange was approved by the acquired entity in accordance with AS 10.55.301 - 10.55.306; and
(5) any amendments to the acquired entity's public organic document approved as part of the plan of interest exchange.
(c) In addition to the requirements of (b) of this section, a statement of interest exchange may contain any other provision not prohibited by law.
(d) A plan of interest exchange that is signed on behalf of a domestic acquired entity and meets all of the requirements of (b) of this section may be filed with the department instead of a statement of interest exchange and, on filing, has the same effect as a statement of interest exchange. If a plan of interest exchange is filed as provided in this subsection, references in this chapter to a statement of interest exchange refer to the plan of interest exchange filed under this subsection.
(e) A statement of interest exchange becomes effective on the date and time of filing or the later date and time specified in the statement of interest exchange.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 4. Conversion. › Sec. 10.55.401. Conversion authorized.

(a) Except as otherwise provided in this section, by complying with AS 10.55.401 - 10.55.406, a domestic entity may become
(1) a domestic entity of a different type; or
(2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of AS 10.55.401 - 10.55.406 applicable to foreign entities, a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity's jurisdiction of organization.
(c) Unless the provision is amended after July 1, 2014, if a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 4. Conversion. › Sec. 10.55.402. Plan of conversion.

(a) A domestic entity may convert to a different type of entity under AS 10.55.401 - 10.55.406 by approving a plan of conversion. The plan must be in a record and contain
(1) the name and type of the converting entity;
(2) the name, jurisdiction of organization, and type of the converted entity;
(3) the manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property;
(4) the proposed public organic document of the converted entity, if the converted entity will be a filing entity;
(5) the full text of the private organic rules of the converted entity that are proposed to be in a record;
(6) the other terms and conditions of the conversion; and
(7) any other provision required by the law of this state or the organic rules of the converting entity.
(b) A plan of conversion may contain any other provision not prohibited by law.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 4. Conversion. › Sec. 10.55.403. Approval of conversion.

(a) A plan of conversion is not effective unless it has been approved
(1) by a domestic converting entity
(A) in accordance with the requirements, if any, in the converted entity's organic rules for approval of a conversion;
(B) if the converted entity's organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in the converted entity's organic law and organic rules for approval of,
(i) in the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or
(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or
(C) if neither its organic law nor organic rules provide for approval of a conversion or a merger described in (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic converting entity that will have interest-holder liability for liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation,
(A) the organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of the entity's interest holders become subject to interest-holder liability by the vote or consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 4. Conversion. › Sec. 10.55.404. Amendment or abandonment of plan of conversion.

(a) A plan of conversion of a domestic converting entity may be amended
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner provided in the plan; however, an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change
(A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to aquire interests or securities, cash, or other property, to be received by any of the interest holders of the converting entity under the plan;
(B) the public organic document or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(b) After a plan of conversion has been approved by a domestic converting entity and before a statement of conversion becomes effective, the plan may be abandoned
(1) as provided in the plan; or
(2) unless prohibited by the plan, in the same manner as the plan was approved.
(c) If a plan of conversion is abandoned after a statement of conversion has been filed with the department and before the filing becomes effective, a statement of abandonment, signed on behalf of the entity, must be filed with the department before the time the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain
(1) the name of the converting entity;
(2) the date on which the statement of conversion was filed; and
(3) a statement that the conversion has been abandoned in accordance with this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 4. Conversion. › Sec. 10.55.405. Statement of conversion; effective date.

(a) A statement of conversion shall be signed on behalf of the converting entity and filed with the department.
(b) A statement of conversion must contain
(1) the name, jurisdiction of organization, and type of the converting entity;
(2) the name, jurisdiction of organization, and type of the converted entity;
(3) if the statement of conversion is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
(4) if the converting entity is a
(A) domestic entity, a statement that the plan of conversion was approved in accordance with AS 10.55.401 - 10.55.406; or
(B) foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of organization;
(5) if the converted entity is a domestic filing entity, the text of the converted entity's public organic document, as an attachment;
(6) if the converted entity is a domestic limited liability partnership, the text of the converted entity's statement of qualification, as an attachment; and
(7) if the converted entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the department may send any process served on the commissioner under AS 10.55.406(e).
(c) In addition to the requirements of (b) of this section, a statement of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, the converted entity's public organic document, if any, must satisfy the requirements of the law of this state, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.
(e) A plan of conversion that is signed on behalf of a domestic converting entity and meets all of the requirements of (b) of this section may be filed with the department instead of a statement of conversion and, on filing, has the same effect as a statement of conversion. If a plan of conversion is filed as provided in this subsection, references in this chapter to a statement of conversion refer to the plan of conversion filed under this subsection.
(f) A statement of conversion becomes effective on the date and time of filing or the later date and time specified in the statement of conversion under (b)(3) of this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 5. Domestication. › Sec. 10.55.501. Domestication authorized.

(a) Except as otherwise provided in this section, by complying with AS 10.55.501 - 10.55.506, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of AS 10.55.501 - 10.55.506 applicable to foreign entities, a foreign entity may become a domestic entity of the same type in this state if the domestication is authorized by the law of the foreign entity's jurisdiction of organization.
(c) Unless the provision is amended after July 1, 2014, if a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision applies to a domestication of the entity as if the domestication were a merger.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 5. Domestication. › Sec. 10.55.502. Plan of domestication.

(a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain
(1) the name and type of the domesticating entity;
(2) the name and jurisdiction of organization of the domesticated entity;
(3) the manner of converting the interests in the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property;
(4) the proposed public organic document of the domesticated entity, if the domesticated entity is a filing entity;
(5) the full text of the private organic rules of the domesticated entity that are proposed to be in a record;
(6) the other terms and conditions of the domestication; and
(7) any other provision required by the law of this state or the organic rules of the domesticating entity.
(b) A plan of domestication may contain any other provision not prohibited by law.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 5. Domestication. › Sec. 10.55.503. Approval of domestication.

(a) A plan of domestication is not effective unless it has been approved
(1) by a domestic domesticating entity
(A) in accordance with the requirements, if any, in the domestic domesticating entity's organic rules for approval of a domestication;
(B) if the domestic domesticating entity's organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of
(i) in the case of an entity that is not a business corporation, a merger, as if the domestication were a merger; or
(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type of merger; or
(C) if neither the domestic domesticating entity's organic law nor organic rules provide for approval of a domestication or a merger described in (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic domesticating entity that will have interest-holder liability for liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation,
(A) the organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of the entity's interest holders become subject to interest-holder liability by the vote or consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of organization.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 5. Domestication. › Sec. 10.55.504. Amendment or abandonment of plan of domestication.

(a) A plan of domestication of a domestic domesticating entity may be amended
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner provided in the plan; however, an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change
(A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, to be received by any of the interest holders of the domesticating entity under the plan;
(B) the public organic document or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or
(C) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(b) After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned
(1) as provided in the plan; or
(2) unless prohibited by the plan, in the same manner as the plan was approved.
(c) If a plan of domestication is abandoned after a statement of domestication has been filed with the department and before the filing becomes effective, a statement of abandonment, signed on behalf of the entity, shall be filed with the department before the time the statement of domestication becomes effective. The statement of abandonment takes effect upon filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain
(1) the name of the domesticating entity;
(2) the date on which the statement of domestication was filed; and
(3) a statement that the domestication has been abandoned in accordance with this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 5. Domestication. › Sec. 10.55.505. Statement of domestication; effective date.

(a) A statement of domestication shall be signed on behalf of the domesticating entity and filed with the department.
(b) A statement of domestication must contain
(1) the name, jurisdiction of organization, and type of the domesticating entity;
(2) the name and jurisdiction of organization of the domesticated entity;
(3) if the statement of domestication is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
(4) if the domesticating entity is a
(A) domestic entity, a statement that the plan of domestication was approved in accordance with AS 10.55.501 - 10.55.506; or
(B) foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of organization;
(5) if the domesticated entity is a domestic filing entity, the domesticated entity's public organic document, as an attachment;
(6) if the domesticated entity is a domestic limited liability partnership, the domesticated entity's statement of qualification, as an attachment; and
(7) if the domesticated entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the department may send any process served on the commissioner under AS 10.55.506(e).
(c) In addition to the requirements of (b) of this section, a statement of domestication may contain any other provision not prohibited by law.
(d) If the domesticated entity is a domestic entity, the domesticated entity's public organic document, if any, must satisfy the requirements of the law of this state, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.
(e) A plan of domestication that is signed on behalf of a domestic domesticating entity and meets all of the requirements of (b) of this section may be filed with the department instead of a statement of domestication and, on filing, has the same effect as a statement of domestication. If a plan of domestication is filed as provided in this subsection, references in this chapter to a statement of domestication refer to the plan of domestication filed under this subsection.
(f) A statement of domestication becomes effective on the date and time of filing or the later date and time specified in the statement of domestication.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 6. Filings. › Sec. 10.55.601. Requirements for documents.

(a) To be entitled to filing by the department under this chapter, a document must satisfy the following requirements and the requirements of any other provision of this chapter that adds to or varies these requirements:
(1) this chapter must require or permit filing the document with the department;
(2) the document must contain the information required by this chapter and may contain other information;
(3) the document must be in a record;
(4) the document must be in the English language; however, the name of an entity need not be in English if written in English letters or Arabic or Roman numerals;
(5) the document must be signed
(A) by an officer of a domestic or foreign corporation;
(B) by a person authorized by a domestic or foreign entity that is not a corporation; or
(C) if the entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary;
(6) the document must state the name and capacity of the person that signed it; the document may contain a corporate seal, attestation, acknowledgment, or verification; and
(7) the document must be delivered to the department for filing; delivery may be made by electronic transmission if and to the extent permitted by the department; if a document is filed in typewritten or printed form and not transmitted electronically, the department may require one exact or conformed copy to be delivered with the document.
(b) When a document is delivered to the department for filing, the correct filing fee and any franchise tax, license fee, or penalty required to be paid for the filing by this chapter or other law must be paid or provision for payment made in a manner permitted by the department.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 6. Filings. › Sec. 10.55.603. Filing, service, and copying fees.

(a) The department shall collect a fee each time process is served on the commissioner under this chapter. The party to a proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding.
(b) The department shall collect the fees for copying and certifying the copy of any document filed under this chapter for copying and for the certificate.
(c) The department shall collect fees when the following documents are delivered for filing:
(1) statement of merger;
(2) statement of abandonment of merger;
(3) statement of interest exchange;
(4) statement of abandonment of interest exchange;
(5) statement of conversion;
(6) statement of abandonment of conversion;
(7) statement of domestication;
(8) statement of abandonment of domestication.
(d) The department shall establish by regulation under AS 44.62 (Administrative Procedure Act) the amount of the fees to be collected under this section.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 6. Filings. › Sec. 10.55.604. Effective time and date of document.

Except as provided in AS 10.55.605, a document accepted for filing is effective
(1) at the date and time of filing, as evidenced by the means used by the department for recording the date and time of filing;
(2) at the time specified in the document as its effective time on the date it is filed;
(3) at a specified delayed effective time and date, if permitted by this chapter; or
(4) if a delayed effective date but no time is specified, at the close of business on the date specified.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 6. Filings. › Sec. 10.55.605. Correcting filed document.

(a) A domestic or foreign entity may correct a document filed by the department if
(1) the document contains an inaccuracy;
(2) the document was defectively signed; or
(3) the electronic transmission of the document to the department was defective.
(b) A document is corrected by filing with the department a statement of correction that
(1) describes the document to be corrected and states the filing date of the document to be corrected or has attached a copy of the document;
(2) specifies the inaccuracy or defect to be corrected; and
(3) corrects the inaccuracy or defect.
(c) A statement of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a statement of correction is effective when filed.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 6. Filings. › Sec. 10.55.606. Filing duty of department.

(a) A document delivered to the department for filing that satisfies the requirements of AS 10.55.601 shall be filed by the department.
(b) The department files a document by recording it as filed on the date and time of receipt. After filing a document, the department shall deliver to the domestic or foreign entity or its representative a copy of the document with an acknowledgment of the date and time of filing.
(c) If the department refuses to file a document, the department shall return the document to the domestic or foreign entity or its representative within 10 days after the document was delivered, together with a brief, written explanation of the reason for the refusal.
(d) The duty of the department to file documents under this section is ministerial. The filing or refusal to file a document does not
(1) affect the validity or invalidity of the document in whole or in part;
(2) relate to the correctness or incorrectness of information contained in the document; or
(3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 6. Filings. › Sec. 10.55.607. Appeal from refusal to file a document.

(a) If the department refuses to file a document delivered for filing, the domestic or foreign entity that submitted the document for filing may, within 30 days after the return of the document, appeal the refusal to the superior court of the judicial district where the entity's principal office, or, if the entity does not have a principal office in this state, where its registered office is or will be located. The appeal is begun by petitioning the court to compel filing the document and by attaching to the petition the document and the explanation of the department for the refusal to file.
(b) The court may summarily order the department to file the document or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 6. Filings. › Sec. 10.55.610. Interrogatories by department; judicial review.

(a) The department may propound to a domestic or foreign entity that is a party to a transaction under this chapter interrogatories reasonably necessary and proper to enable the department to ascertain whether the entity has complied with the provisions of this chapter.
(b) Interrogatories shall be answered within 30 days or within the additional time fixed by the department. Answers shall be full and complete, in writing and under oath. If the interrogatories are directed to an individual, the interrogatories shall be answered by that person, and, if directed to an entity, the interrogatories shall be answered by the president, vice-president, secretary, or assistant secretary of the corporation or, in the instance of a foreign corporation, the person or persons functioning as comparable officers in accordance with the laws of the state of incorporation.
(c) A petition stating good cause to extend the date to answer, modify, or set aside the interrogatories propounded by the department or to enforce compliance with AS 10.55.620 may be filed in the superior court before the expiration of the 30 days fixed in this section for answer.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 6. Filings. › Sec. 10.55.615. Confidentiality of information disclosed by interrogatories.

Interrogatories and answers propounded and obtained under AS 10.55.610 are not open to public inspection and the department may not disclose facts or information obtained from the interrogatories except as the official duty of the department requires or unless the interrogatories or the answers are required for evidence in criminal proceedings or other action by the state.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 6. Filings. › Sec. 10.55.620. Failure or refusal to answer interrogatories.

Unless otherwise provided by an order of court issued in response to a petition filed under AS 10.55.610,
(1) an entity that fails or refuses to answer truthfully and fully interrogatories propounded by the department within the time prescribed by AS 10.55.610(b) is guilty of a class A misdemeanor; and
(2) the department need not file a document to which the interrogatories relate until the interrogatories are properly answered and need not file a document to which the interrogatories relate if the answers disclose that the document does not conform to the provisions of this chapter.
2023 Alaska Statutes › Title 10. Corporations and Associations › Chapter 55. Alaska Entity Transactions Act › Article 7. Miscellaneous Provisions. › Sec. 10.55.702. Relation to Electronic Signatures in Global and National Commerce Act.

This chapter modifies, limits, and supersedes 15 U.S.C. 7001 - 7031 (Electronic Signatures in Global and National Commerce Act), but does not modify, limit, or supersede 15 U.S.C. 7001(c), or authorize electronic delivery of any of the notices described in 15 U.S.C. 7003(b).
2023 Alaska Statutes › Title 11. Criminal Law › Chapter 16. Parties to Crime › Sec. 11.16.110. Legal accountability based upon the conduct of another.

A person is legally accountable for the conduct of another constituting an offense if
(1) the person is made legally accountable by a provision of law defining the offense;
(2) with intent to promote or facilitate the commission of the offense, the person
(A) solicits the other to commit the offense; or
(B) aids or abets the other in planning or committing the offense; or
(3) acting with the culpable mental state that is sufficient for the commission of the offense, the person causes an innocent person or a person who lacks criminal responsibility to engage in the proscribed conduct.
2023 Alaska Statutes › Title 11. Criminal Law › Chapter 16. Parties to Crime › Sec. 11.16.120. Exemptions to legal accountability for conduct of another.

(a) In a prosecution for an offense in which legal accountability is based on the conduct of another person,
(1) it is an affirmative defense that the defendant, under circumstances manifesting a voluntary and complete renunciation of criminal intent,
(A) terminated the defendant's complicity before the commission of the offense;
(B) wholly deprived the defendant's complicity of its effectiveness in the commission of the offense; and
(C) gave timely warning to law enforcement authorities or, if timely warning could not be given to law enforcement authorities by reasonable efforts, otherwise made a reasonable effort to prevent the commission of the offense;
(2) it is not a defense that
(A) the other person has not been prosecuted for or convicted of an offense based upon the conduct in question or has been convicted of a different offense or degree of offense;
(B) the offense, as defined, can be committed only by a particular class of persons to which the defendant does not belong, and the defendant is for that reason legally incapable of committing the offense in an individual capacity; or
(C) the other person is not guilty of the offense.
(b) Except as otherwise provided by a provision of law defining an offense, a person is not legally accountable for the conduct of another constituting an offense if
(1) the person is the victim of the offense; or
(2) the offense is so defined that the person's conduct is inevitably incidental to its commission.
2023 Alaska Statutes › Title 11. Criminal Law › Chapter 16. Parties to Crime › Sec. 11.16.130. Legal accountability of organizations.

(a) Except as otherwise expressly provided, an organization is legally accountable for conduct constituting an offense if the conduct
(1) is the conduct of its agent and
(A) within the scope of the agent's employment and in behalf of the organization; or
(B) is solicited, subsequently ratified, or subsequently adopted by the organization; or
(2) consists of an omission to discharge a specific duty of affirmative performance imposed on organizations by law.
(b) In this section “agent” means a director, officer, or employee of an organization or any other person who is authorized to act in behalf of the organization.
2023 Alaska Statutes › Title 11. Criminal Law › Chapter 31. Attempt, Solicitation, and Conspiracy › Sec. 11.31.100. Attempt.

(a) A person is guilty of an attempt to commit a crime if, with intent to commit a crime, the person engages in conduct which constitutes a substantial step toward the commission of that crime.
(b) In a prosecution under this section, it is not a defense that it was factually or legally impossible to commit the crime which was the object of the attempt if the conduct engaged in by the defendant would be a crime had the circumstances been as the defendant believed them to be.
(c) In a prosecution under this section, it is an affirmative defense that the defendant, under circumstances manifesting a voluntary and complete renunciation of the defendant's criminal intent, prevented the commission of the attempted crime.
(d) An attempt is
(1) an unclassified felony if the crime attempted is murder in the first degree;
(2) a class A felony if the crime attempted is an unclassified felony other than murder in the first degree;
(3) a class B felony if the crime attempted is a class A felony;
(4) a class C felony if the crime attempted is a class B felony;
(5) a class A misdemeanor if the crime attempted is a class C felony;
(6) a class B misdemeanor if the crime attempted is a class A or class B misdemeanor.
(e) If the crime attempted is an unclassified crime described in a state law which is not part of this title and no provision for punishment of an attempt to commit the crime is specified, the punishment for the attempt is imprisonment for a term of not more than half the maximum period prescribed as punishment for the unclassified crime, or a fine of not more than half the amount of the maximum fine prescribed as punishment for the unclassified crime, or both. If the crime attempted is punishable by an indeterminate or life term, the attempt is a class A felony.
2023 Alaska Statutes › Title 11. Criminal Law › Chapter 31. Attempt, Solicitation, and Conspiracy › Sec. 11.31.110. Solicitation.

(a) A person commits the crime of solicitation if, with intent to cause another to engage in conduct constituting a crime, the person solicits the other to engage in that conduct.
(b) In a prosecution under this section,
(1) it is not a defense
(A) that the defendant belongs to a class of persons who by definition are legally incapable in an individual capacity of committing the crime that is the object of the solicitation; or
(B) that a person whom the defendant solicits could not be guilty of the crime that is the object of the solicitation;
(2) it is an affirmative defense that the defendant, under circumstances manifesting a voluntary and complete renunciation of the defendant's criminal intent, after soliciting another person to engage in conduct constituting a crime, prevented the commission of the crime.
(c) Solicitation is
(1) an unclassified felony if the crime solicited is murder in the first degree;
(2) a class A felony if the crime solicited is an unclassified felony other than murder in the first degree;
(3) a class B felony if the crime solicited is a class A felony;
(4) a class C felony if the crime solicited is a class B felony;
(5) a class A misdemeanor if the crime solicited is a class C felony;
(6) a class B misdemeanor if the crime solicited is a class A or class B misdemeanor.
(d) If the crime solicited is an unclassified crime described in a state law which is not part of this title and no provision for punishment of a solicitation to commit the crime is specified, the punishment for the solicitation is imprisonment for a term of not more than half the maximum period prescribed as punishment for the unclassified crime, or a fine of not more than half the maximum fine prescribed as punishment for the unclassified crime, or both. If the crime solicited is punishable by an indeterminate or life term, the solicitation is a class A felony.