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28th Legislature(2013-2014)

Bill Text 28th Legislature


00 Enrolled HB 57                                                                                                          
01 Adopting the Alaska Entity Transactions Act; relating to changing the form of entities,                                 
02 including corporations, partnerships, limited liability companies, business trusts, and other                           
03 organizations; amending Rule 79, Alaska Rules of Civil Procedure, and Rules 602(b)(2),                                  
04 602(c), and 605.5, Alaska Rules of Appellate Procedure; and providing for an effective date.                            
05                           _______________                                                                               
06    * Section 1. AS 10.06 is amended by adding new sections to article 8 to read:                                      
07            Sec. 10.06.595. Application of provisions. Except as provided by                                           
08       AS 10.55.201(c)(1)(A) and 10.55.301(d), a corporation may enter into a merger,                                    
09       interest exchange, conversion, or domestication under AS 10.55. AS 10.06.566 and                                  
10       10.06.568 do not apply to mergers, interest exchanges, conversions, and                                           
11       domestications that are covered by AS 10.55.                                                                      
12            Sec. 10.06.600. Definitions. In AS 10.06.530 - 10.06.590,                                                  
01                 (1)  "consolidation" means a consolidation authorized by AS 10.06.534                                   
02       or 10.06.562;                                                                                                     
03                 (2)  "merger" means a merger authorized by AS 10.06.530 or                                              
04       10.06.562;                                                                                                        
05                 (3)  "share exchange" means a share exchange authorized by                                              
06       AS 10.06.538 or an exchange of shares covered by AS 10.06.562.                                                    
07    * Sec. 2. AS 10.15.455 is amended to read:                                                                         
08            Sec. 10.15.455. Definitions. In AS 10.15.400 - 10.15.455 [AS 10.15.400 -                               
09       10.15.450],                                                                                                       
10                 (1)  "new cooperative" means the new cooperative provided for in the                                    
11       plan of consolidation;                                                                                            
12                 (2)  "surviving cooperative" means the cooperative designated in the                                    
13       plan of merger as the surviving cooperative.                                                                      
14    * Sec. 3. AS 10.20 is amended by adding a new section to article 4 to read:                                        
15            Sec. 10.20.285. Other transactions. Under AS 10.55 (Alaska Entity                                          
16       Transactions Act), a corporation may enter into mergers, interest exchanges,                                      
17       conversions, and domestications that are not covered by AS 10.20.216 - 10.20.280.                                 
18    * Sec. 4. AS 10.30 is amended by adding a new section to read:                                                     
19            Sec. 10.30.058. Other transactions. A cemetery association and a nonprofit                                 
20       cemetery corporation may enter into mergers, interest exchanges, conversions, and                                 
21       domestications under AS 10.55 (Alaska Entity Transactions Act).                                                   
22    * Sec. 5. AS 10.40 is amended by adding a new section to read:                                                     
23            Sec. 10.40.125. Other transactions. A corporation formed under this chapter                                
24       may enter into mergers, interest exchanges, conversions, and domestications under                                 
25       AS 10.55 (Alaska Entity Transactions Act).                                                                        
26    * Sec. 6. AS 10.45.240 is amended to read:                                                                         
27            Sec. 10.45.240. Applicability of Alaska Corporations Code and Alaska                                     
28       Entity Transactions Act. The Alaska Corporations Code, including the provision in                         
29       AS 10.06.595 that allows, with exceptions, corporations to enter into mergers,                                
30       interest exchanges, conversions, and domestications under AS 10.55 (Alaska                                    
31       Entity Transactions Act), is applicable to professional corporations, and they enjoy                      
01       the powers and privileges and are subject to the duties, restrictions, and liabilities of                         
02       other corporations, except when inconsistent with this chapter. This chapter takes                                
03       precedence in the event of a conflict with provisions of the Alaska Corporations Code                             
04       or other laws.                                                                                                    
05    * Sec. 7. AS 10.50 is amended by adding a new section to read:                                                     
06            Sec. 10.50.580. Other transactions. Under AS 10.55 (Alaska Entity                                          
07       Transactions Act), a limited liability company may enter into mergers, interest                                   
08       exchanges, conversions, and domestications that are not covered by AS 10.50.500 -                                 
09       10.50.565.                                                                                                        
10    * Sec. 8. AS 10.50.990(1) is amended to read:                                                                      
11                 (1)  "articles of organization" means the articles of organization filed                                
12       under AS 10.50.070 [OR 10.50.570] and the articles as amended or restated;                                        
13    * Sec. 9. AS 10.50.990 is amended by adding new paragraphs to read:                                                
14                 (19)  "consolidation" means a consolidation authorized by                                               
15       AS 10.50.500;                                                                                                     
16                 (20)  "merger" means a merger authorized by AS 10.50.500.                                             
17    * Sec. 10. AS 10 is amended by adding a new chapter  to read:                                                      
18                  Chapter 55. Alaska Entity Transactions Act.                                                          
19                       Article 1. General Provisions.                                                                  
20            Sec. 10.55.103. Relationship of this chapter to other laws. (a) Unless                                     
21       displaced by particular provisions of this chapter, the principles of law and equity                              
22       supplement this chapter.                                                                                          
23            (b)  Except as expressly provided in this chapter, this chapter does not                                     
24       authorize an act prohibited by, and does not affect the application or requirements of,                           
25       law other than this chapter.                                                                                      
26            (c)  A transaction accomplished under this chapter may not create or impair                                  
27       any right or obligation of a person under a provision of the law of this state other than                         
28       this chapter relating to a change in control, takeover, business combination, control-                            
29       share acquisition, or similar transaction involving a domestic merging, acquired,                                 
30       converting, or domesticating corporation unless,                                                                  
31                 (1)  if the corporation does not survive the transaction, the transaction                               
01       satisfies any requirements of the provision; or                                                                   
02                 (2)  if the corporation survives the transaction, the approval of the plan                              
03       is by a vote of the shareholders or directors that would be sufficient to create or impair                        
04       the right or obligation directly under the provision.                                                             
05            Sec. 10.55.104. Required notice or approval. (a) A domestic or foreign entity                              
06       that is required to give notice to, or obtain the approval of, a governmental agency or                           
07       officer in order to be a party to a merger shall give the notice or obtain the approval in                        
08       order to be a party to an interest exchange, conversion, or domestication.                                        
09            (b)  Property held for a charitable purpose under the law of this state by a                                 
10       domestic or foreign entity immediately before a transaction under this chapter                                    
11       becomes effective may not, as a result of the transaction, be diverted from the objects                           
12       for which it was donated, granted, or devised unless, to the extent required by or under                          
13       the law of this state concerning the nondiversion of charitable assets, the entity obtains                        
14       an appropriate order of the superior court specifying the disposition of the property.                            
15            Sec. 10.55.105. Status of filings. A filing under this chapter becomes part of                             
16       the public organic document of the entity.                                                                        
17            Sec. 10.55.106. Nonexclusivity. The fact that a transaction under this chapter                             
18       produces a certain result does not preclude the same result from being accomplished in                            
19       any other manner permitted by law other than this chapter.                                                        
20            Sec. 10.55.107. Reference to external facts. A plan may refer to facts                                     
21       ascertainable outside of the plan if the manner in which the facts will operate on the                            
22       plan is specified in the plan. The facts may include the occurrence of an event or a                              
23       determination or action by a person, whether or not the event, determination, or action                           
24       is within the control of a party to the transaction.                                                              
25            Sec. 10.55.108. Alternative means of approval of transactions. Except as                                   
26       otherwise provided in the organic law or organic rules of a domestic entity, approval                             
27       of a transaction under this chapter by the unanimous vote or consent of its interest                              
28       holders satisfies the requirements of this chapter for approval of the transaction.                               
29            Sec. 10.55.109. Dissenters' rights. (a) An interest holder of a domestic                                   
30       merging, acquired, converting, or domesticating entity is entitled to dissenters' rights                          
31       in connection with the transaction if the interest holder would have been entitled to                             
01       dissenters' rights under the entity's organic law in connection with a merger in which                            
02       the interest of the interest holder was changed, converted, or exchanged unless                                   
03                 (1)  the organic law permits the organic rules to limit the availability of                             
04       dissenters' rights; and                                                                                           
05                 (2)  the organic rules provide the limit described in (1) of this                                       
06       subsection.                                                                                                       
07            (b)  An interest holder of a domestic merging, acquired, converting, or                                      
08       domesticating entity is entitled to contractual dissenters' rights in connection with a                           
09       transaction under this chapter to the extent provided                                                             
10                 (1)  in the entity's organic rules;                                                                     
11                 (2)  in the plan; or                                                                                    
12                 (3)  in the case of a business corporation, by action of its governors.                                 
13            (c)  If an interest holder is entitled to contractual dissenters' rights under (b) of                        
14       this section and the entity's organic law does not provide procedures for the conduct of                          
15       a dissenters' rights proceeding, the interest holder is entitled to use the procedures                            
16       established under AS 10.06.576 as if the interest holder were a dissenting shareholder                            
17       of a corporation under AS 10.06.                                                                                  
18            Sec. 10.55.110. Excluded entities and transactions. The following entities                                 
19       may not participate in a transaction under this chapter:                                                          
20                 (1)  a financial institution; in this paragraph, "financial institution" has                            
21       the meaning given in AS 06.01.050;                                                                                
22                 (2)  an insurer regulated by AS 21, including a fraternal benefit society                               
23       regulated under AS 21.84;                                                                                         
24                 (3)  a business and industrial development corporation under AS 10.10;                                  
25                 (4)  a BIDCO under AS 10.13;                                                                            
26                 (5)  a cooperative under AS 10.15;                                                                      
27                 (6)  a cooperative under AS 10.25 (Electric and Telephone Cooperative                                   
28       Act);                                                                                                             
29                 (7)  a public corporation; or                                                                           
30                 (8)  a municipality.                                                                                    
31            Sec. 10.55.120. Names. Notwithstanding the other provisions of this chapter, if                            
01       a domestic entity is created under this chapter or if the name of a domestic entity is                            
02       changed under this chapter, the name of the domestic entity may not be a name that is                             
03       reserved or registered to another entity under AS 10.35 and must comply with the                                  
04       name requirements of any organic law that applies to the domestic entity.                                         
05                           Article 2. Merger.                                                                          
06            Sec. 10.55.201. Merger authorized. (a) Except as otherwise provided in                                     
07       AS 10.55.201 - 10.55.206, by complying with AS 10.55.201 - 10.55.206,                                             
08                 (1)  one or more domestic entities may merge with one or more                                           
09       domestic or foreign entities into a domestic or foreign surviving entity; and                                     
10                 (2)  two or more foreign entities may merge into a domestic entity.                                     
11            (b)  Except as otherwise provided in this section, by complying with the                                     
12       provisions of AS 10.55.201 - 10.55.206 applicable to foreign entities, a foreign entity                           
13       may be a party to a merger under AS 10.55.201 - 10.55.206 or may be the surviving                                 
14       entity in a merger if the merger is authorized by the law of the foreign entity's                                 
15       jurisdiction of organization.                                                                                     
16            (c)  The provisions of AS 10.55.201 - 10.55.206 do not apply to                                              
17                 (1)  a merger or consolidation under                                                                    
18                      (A)  AS 10.06.530 - 10.06.562 or 10.06.960 (Alaska                                                 
19            Corporations Code); or                                                                                       
20                      (B)  AS 10.50.500 - 10.50.565 (Alaska Revised Limited                                              
21            Liability Company Act); or                                                                                   
22                 (2)  a merger under                                                                                     
23                      (A)  AS 10.20.216 - 10.20.280 (Alaska Nonprofit Corporation                                        
24            Act); or                                                                                                     
25                      (B)  AS 32.06.905 - 32.06.907 (Uniform Partnership Act).                                           
26            Sec. 10.55.202. Plan of merger. (a) A domestic entity may become a party to                                
27       a merger under AS 10.55.201 - 10.55.206 by approving a plan of merger. The plan                                   
28       must be in a record and contain                                                                                   
29                 (1)  as to each merging entity, the merging entity's name, jurisdiction of                              
30       organization, and type;                                                                                           
31                 (2)  if the surviving entity is to be created in the merger, a statement to                             
01       that effect and the surviving entity's name, jurisdiction of organization, and type;                              
02                 (3)  the manner of converting the interests in each party to the merger                                 
03       into interests, securities, obligations, rights to acquire interests or securities, cash, or                      
04       other property, or any combination of interests, securities, obligations, rights to                               
05       acquire interests or securities, cash, or other property;                                                         
06                 (4)  if the surviving entity exists before the merger, any proposed                                     
07       amendments to the surviving entity's public organic document or private organic rules                             
08       that are, or are proposed to be, in a record;                                                                     
09                 (5)  if the surviving entity is to be created in the merger, the surviving                              
10       entity's proposed public organic document, if any, and the full text of the surviving                             
11       entity's private organic rules that are proposed to be in a record;                                               
12                 (6)  the other terms and conditions of the merger; and                                                  
13                 (7)  any other provision required by the law of a merging entity's                                      
14       jurisdiction of organization or the organic rules of a merging entity.                                            
15            (b)  A plan of merger may contain any other provision not prohibited by law.                                 
16            Sec. 10.55.203. Approval of merger. (a) A plan of merger is not effective                                  
17       unless it has been approved                                                                                       
18                 (1)  by a domestic merging entity                                                                       
19                      (A)  in accordance with the requirements, if any, in the merging                                   
20            entity's organic law and organic rules for approval of,                                                      
21                           (i)  in the case of an entity that is not a business                                          
22                 corporation, a merger; or                                                                               
23                           (ii)  in the case of a business corporation, a merger                                         
24                 requiring approval by a vote of the interest holders of the business                                    
25                 corporation; or                                                                                         
26                      (B)  if neither the merging entity's organic law nor organic rules                                 
27            provide for approval of a merger described in (A)(ii) of this paragraph, by all                              
28            of the interest holders of the entity entitled to vote on or consent to any matter;                          
29            and                                                                                                          
30                 (2)  in a record, by each interest holder of a domestic merging entity                                  
31       that will have interest-holder liability for liabilities that arise after the merger becomes                      
01       effective, unless, in the case of an entity that is not a business corporation or nonprofit                       
02       corporation,                                                                                                      
03                      (A)  the organic rules of the entity provide in a record for the                                   
04            approval of a merger in which some or all of the entity's interest holders                                   
05            become subject to interest-holder liability by the vote or consent of fewer than                             
06            all of the interest holders; and                                                                             
07                      (B)  the interest holder voted for or consented in a record to that                                
08            provision of the organic rules or became an interest holder after the adoption of                            
09            that provision.                                                                                              
10            (b)  A merger involving a foreign merging entity is not effective unless it is                               
11       approved by the foreign entity in accordance with the law of the foreign entity's                                 
12       jurisdiction of organization.                                                                                     
13            Sec. 10.55.204. Amendment or abandonment of plan of merger. (a) A plan                                     
14       of merger of a domestic merging entity may be amended                                                             
15                 (1)  in the same manner as the plan was approved, if the plan does not                                  
16       provide for the manner in which it may be amended; or                                                             
17                 (2)  by the governors or interest holders of the entity in the manner                                   
18       provided in the plan; however, an interest holder that was entitled to vote on or                                 
19       consent to approval of the merger is entitled to vote on or consent to any amendment                              
20       of the plan that will change                                                                                      
21                      (A)  the amount or kind of interests, securities, obligations,                                     
22            rights to acquire interests or securities, cash, or other property, or any                                   
23            combination of interests, securities, obligations, rights to acquire interests or                            
24            securities, cash, or other property, to be received by the interest holders of any                           
25            party to the plan;                                                                                           
26                      (B)  the public organic document or private organic rules of the                                   
27            surviving entity that will be in effect immediately after the merger becomes                                 
28            effective, except for changes that do not require approval of the interest holders                           
29            of the surviving entity under its organic law or organic rules; or                                           
30                      (C)  any other terms or conditions of the plan, if the change                                      
31            would adversely affect the interest holder in any material respect.                                          
01            (b)  After a plan of merger has been approved by a domestic merging entity                                   
02       and before a statement of merger becomes effective, the plan may be abandoned                                     
03                 (1)  as provided in the plan; or                                                                        
04                 (2)  unless prohibited by the plan, in the same manner as the plan was                                  
05       approved.                                                                                                         
06            (c)  If a plan of merger is abandoned after a statement of merger has been filed                             
07       with the department and before the filing becomes effective, a statement of                                       
08       abandonment, signed on behalf of a merging entity, must be filed with the department                              
09       before the time the statement of merger becomes effective. The statement of                                       
10       abandonment takes effect on filing, and the merger is abandoned and does not become                               
11       effective. The statement of abandonment must contain                                                              
12                 (1)  the name of each merging or surviving entity that is a domestic                                    
13       entity or a qualified foreign entity;                                                                             
14                 (2)  the date on which the statement of merger was filed; and                                           
15                 (3)  a statement that the merger has been abandoned in accordance with                                  
16       this section.                                                                                                     
17            Sec. 10.55.205. Statement of merger; effective date. (a) A statement of                                    
18       merger shall be signed on behalf of each merging entity and filed with the department.                            
19            (b)  A statement of merger must contain                                                                      
20                 (1)  the name, jurisdiction of organization, and type of each merging                                   
21       entity that is not the surviving entity;                                                                          
22                 (2)  the name, jurisdiction of organization, and type of the surviving                                  
23       entity;                                                                                                           
24                 (3)  if the statement of merger is not to be effective upon filing, the                                 
25       later date and time on which it will become effective, which may not be more than 90                              
26       days after the date of filing;                                                                                    
27                 (4)  a statement that the merger was approved by each domestic                                          
28       merging entity, if any, in accordance with AS 10.55.201 - 10.55.206 and by each                                   
29       foreign merging entity, if any, in accordance with the law of the foreign merging                                 
30       entity's jurisdiction of organization;                                                                            
31                 (5)  if the surviving entity exists before the merger and is a domestic                                 
01       filing entity, any amendment to the surviving entity's public organic document                                    
02       approved as part of the plan of merger;                                                                           
03                 (6)  if the surviving entity is created by the merger and is a domestic                                 
04       filing entity, the surviving entity's public organic document, as an attachment;                                  
05                 (7)  if the surviving entity is created by the merger and is a domestic                                 
06       limited liability partnership, the surviving entity's statement of qualification, as an                           
07       attachment; and                                                                                                   
08                 (8)  if the surviving entity is a foreign entity that is not a qualified                                
09       foreign entity, a mailing address to which the department may send any process served                             
10       on the commissioner under AS 10.55.206(e).                                                                        
11            (c)  In addition to the requirements of (b) of this section, a statement of merger                           
12       may contain any other provision not prohibited by law.                                                            
13            (d)  If the surviving entity is a domestic entity, the surviving entity's public                             
14       organic document, if any, must satisfy the requirements of the law of this state, except                          
15       that it does not need to be signed and may omit any provision that is not required to be                          
16       included in a restatement of the public organic document.                                                         
17            (e)  A plan of merger that is signed on behalf of all of the merging entities and                            
18       meets all of the requirements of (b) of this section may be filed with the department                             
19       instead of a statement of merger and, on filing, has the same effect as a statement of                            
20       merger. If a plan of merger is filed as provided in this subsection, references in this                           
21       chapter to a statement of merger refer to the plan of merger filed under this subsection.                         
22            (f)  A statement of merger becomes effective on the date and time of filing or                               
23       the later date and time specified in the statement of merger under (b)(3) of this section.                        
24            Sec. 10.55.206. Effect of merger. (a) When a merger becomes effective,                                     
25                 (1)  the surviving entity continues or comes into existence;                                            
26                 (2)  each merging entity that is not the surviving entity ceases to exist;                              
27                 (3)  all property of each merging entity vests in the surviving entity                                  
28       without assignment, reversion, or impairment;                                                                     
29                 (4)  all liabilities of each merging entity are liabilities of the surviving                            
30       entity;                                                                                                           
31                 (5)  except as otherwise provided by law other than this chapter or the                                 
01       plan of merger, all of the rights, privileges, immunities, powers, and purposes of each                           
02       merging entity vest in the surviving entity;                                                                      
03                 (6)  if the surviving entity exists before the merger,                                                  
04                      (A)  all of the surviving entity's property continues to be vested                                 
05            in it without reversion or impairment;                                                                       
06                      (B)  the surviving entity remains subject to all of its liabilities;                               
07            and                                                                                                          
08                      (C)  all of the surviving entity's rights, privileges, immunities,                                 
09            powers, and purposes continue to be vested in it;                                                            
10                 (7)  the name of the surviving entity may be substituted for the name of                                
11       any merging entity that is a party to any pending action or proceeding;                                           
12                 (8)  if the surviving entity exists before the merger,                                                  
13                      (A)  the surviving entity's public organic document, if any, is                                    
14            amended as provided in the statement of merger and is binding on its interest                                
15            holders; and                                                                                                 
16                      (B)  the surviving entity's private organic rules that are to be in                                
17            a record, if any, are amended to the extent provided in the plan of merger and                               
18            are binding on and enforceable by                                                                            
19                           (i)  the surviving entity's interest holders; and                                             
20                           (ii)  in the case of a surviving entity that is not a                                         
21                 business corporation or a nonprofit corporation, any other person that is                               
22                 a party to an agreement that is part of the surviving entity's private                                  
23                 organic rules;                                                                                          
24                 (9)  if the surviving entity is created by the merger,                                                  
25                      (A)  and if the surviving entity is a domestic entity, the                                         
26            surviving entity is subject to the organic law in this state that governs the                                
27            internal affairs of the type of entity of the surviving entity;                                              
28                      (B)  the surviving entity's public organic document, if any, is                                    
29            effective and is binding on its interest holders; and                                                        
30                      (C)  the surviving entity's private organic rules are effective and                                
31            are binding on and enforceable by                                                                            
01                           (i)  the surviving entity's interest holders; and                                             
02                           (ii)  in the case of a surviving entity that is not a                                         
03                 business corporation or a nonprofit corporation, any other person that                                  
04                 was a party to an agreement that was part of the organic rules of a                                     
05                 merging entity if that person has agreed to be a party to an agreement                                  
06                 that is part of the surviving entity's private organic rules; and                                       
07                 (10)  the interests in each merging entity that are to be converted in the                              
08       merger are converted, and the interest holders of those interests are entitled only to the                        
09       rights provided to them under the plan of merger and to any dissenters' rights they                               
10       have under AS 10.55.109 and the merging entity's organic law.                                                     
11            (b)  Except as otherwise provided in the organic law or organic rules of a                                   
12       merging entity, the merger does not give rise to any rights that an interest holder,                              
13       governor, or third party would otherwise have upon a dissolution, liquidation, or                                 
14       winding up of the merging entity.                                                                                 
15            (c)  When a merger becomes effective, a person that did not have interest-                                   
16       holder liability with respect to any of the merging entities and that becomes subject to                          
17       interest-holder liability with respect to a domestic entity as a result of a merger has                           
18       interest-holder liability only to the extent provided by the organic law of the entity and                        
19       only for those liabilities that arise after the merger becomes effective.                                         
20            (d)  When a merger becomes effective, the interest-holder liability of a person                              
21       that ceases to hold an interest in a domestic merging entity with respect to which the                            
22       person had interest-holder liability is as follows:                                                               
23                 (1)  the merger does not discharge any interest-holder liability under the                              
24       organic law of the domestic merging entity to the extent the interest-holder liability                            
25       arose before the merger became effective;                                                                         
26                 (2)  the person does not have interest-holder liability under the organic                               
27       law of the domestic merging entity for any liability that arises after the merger                                 
28       becomes effective;                                                                                                
29                 (3)  the organic law of the domestic merging entity continues to apply                                  
30       to the release, collection, or discharge of any interest-holder liability preserved under                         
31       (1) of this subsection as if the merger had not occurred and the surviving entity were                            
01       the domestic merging entity; and                                                                                  
02                 (4)  the person has whatever rights of contribution from any other                                      
03       person as are provided by the organic law or organic rules of the domestic merging                                
04       entity with respect to any interest-holder liability preserved under (1) of this                                  
05       subsection as if the merger had not occurred.                                                                     
06            (e)  When a merger becomes effective, a foreign entity that is the surviving                                 
07       entity                                                                                                            
08                 (1)  may be served with process in this state for the collection and                                    
09       enforcement of any liabilities of a domestic merging entity; and                                                  
10                 (2)  appoints the commissioner as the foreign entity's agent for service                                
11       of process for collecting or enforcing those liabilities.                                                         
12            (f)  When a merger becomes effective, the certificate of authority or other                                  
13       foreign qualification of any foreign merging entity that is not the surviving entity is                           
14       cancelled.                                                                                                        
15                        Article 3. Interest Exchange.                                                                  
16            Sec. 10.55.301. Interest exchange authorized. (a) Except as otherwise                                      
17       provided in this section, by complying with AS 10.55.301 - 10.55.306,                                             
18                 (1)  a domestic entity may acquire all of one or more classes or series of                              
19       interests of another domestic or foreign entity in exchange for interests, securities,                            
20       obligations, rights to acquire interests or securities, cash, or other property, or any                           
21       combination of interests, securities, obligations, rights to acquire interests or                                 
22       securities, cash, or other property; or                                                                           
23                 (2)  all of one or more classes or series of interests of a domestic entity                             
24       may be acquired by another domestic or foreign entity in exchange for interests,                                  
25       securities, obligations, rights to acquire interests or securities, cash, or other property,                      
26       or any combination of interests, securities, obligations, rights to acquire interests or                          
27       securities, cash, or other property.                                                                              
28            (b)  Except as otherwise provided in this section, by complying with the                                     
29       provisions of AS 10.55.301 - 10.55.306 applicable to foreign entities, a foreign entity                           
30       may be the acquiring or acquired entity in an interest exchange under AS 10.55.301 -                              
31       10.55.306 if the interest exchange is authorized by the law of the foreign entity's                               
01       jurisdiction of organization.                                                                                     
02            (c)  Unless the provision is amended after July 1, 2014, if a protected                                      
03       agreement contains a provision that applies to a merger of a domestic entity but does                             
04       not refer to an interest exchange, the provision applies to an interest exchange in                               
05       which the domestic entity is the acquired entity as if the interest exchange were a                               
06       merger.                                                                                                           
07            (d)  The provisions of AS 10.55.301 - 10.55.306 do not apply to a share                                      
08       exchange under AS 10.06.530 - 10.06.582 or 10.06.960. In this subsection, "share                                  
09       exchange" means a share exchange authorized by AS 10.06.538 or an exchange                                        
10       regulated by AS 10.06.960.                                                                                        
11            Sec. 10.55.302. Plan of interest exchange. (a) A domestic entity may be the                                
12       acquired entity in an interest exchange under AS 10.55.301 - 10.55.306 by approving a                             
13       plan of interest exchange. The plan must be in a record and contain                                               
14                 (1)  the name and type of the acquired entity;                                                          
15                 (2)  the name, jurisdiction of organization, and type of the acquiring                                  
16       entity;                                                                                                           
17                 (3)  the manner of converting the interests in the acquired entity into                                 
18       interests, securities, obligations, rights to acquire interests or securities, cash, or other                     
19       property, or any combination of interests, securities, obligations, rights to acquire                             
20       interests or securities, cash, or other property;                                                                 
21                 (4)  any proposed amendments to the public organic document or                                          
22       private organic rules that are, or are proposed to be, in a record of the acquired entity;                        
23                 (5)  the other terms and conditions of the interest exchange; and                                       
24                 (6)  any other provision required by the law of this state or the organic                               
25       rules of the acquired entity.                                                                                     
26            (b)  A plan of interest exchange may contain any other provision not prohibited                              
27       by law.                                                                                                           
28            Sec. 10.55.303. Approval of interest exchange. (a) A plan of interest                                      
29       exchange is not effective unless it has been approved                                                             
30                 (1)  by a domestic acquired entity                                                                      
31                      (A)  in accordance with the requirements, if any, in the acquired                                  
01            entity's organic law and organic rules for approval of an interest exchange;                                 
02                      (B)  except as otherwise provided in (d) of this section, if                                       
03            neither the acquired entity's organic law nor organic rules provide for approval                             
04            of an interest exchange, in accordance with the requirements, if any, in the                                 
05            acquired entity's organic law and organic rules for approval of,                                             
06                           (i)  in the case of an entity that is not a business                                          
07                 corporation, a merger, as if the interest exchange were a merger; or                                    
08                           (ii)  in the case of a business corporation, a merger                                         
09                 requiring approval by a vote of the interest holders of the business                                    
10                 corporation, as if the interest exchange were that type of merger; or                                   
11                      (C)  if neither its organic law nor organic rules provide for                                      
12            approval of an interest exchange or a merger described in (B)(ii) of this                                    
13            paragraph, by all of the interest holders of the entity entitled to vote on or                               
14            consent to any matter; and                                                                                   
15                 (2)  in a record, by each interest holder of a domestic acquired entity                                 
16       that will have interest-holder liability for liabilities that arise after the interest                            
17       exchange becomes effective, unless, in the case of an entity that is not a business                               
18       corporation or nonprofit corporation,                                                                             
19                      (A)  the organic rules of the entity provide in a record for the                                   
20            approval of an interest exchange or a merger in which some or all of the                                     
21            entity's interest holders become subject to interest-holder liability by the vote                            
22            or consent of fewer than all of the interest holders; and                                                    
23                      (B)  the interest holder voted for or consented in a record to that                                
24            provision of the organic rules or became an interest holder after the adoption of                            
25            that provision.                                                                                              
26            (b)  An interest exchange involving a foreign acquired entity is not effective                               
27       unless it is approved by the foreign entity in accordance with the law of the foreign                             
28       entity's jurisdiction of organization.                                                                            
29            (c)  Except as otherwise provided in the acquiring entity's organic law or                                   
30       organic rules, the interest holders of the acquiring entity are not required to approve                           
31       the interest exchange.                                                                                            
01            (d)  A provision of the organic law of a domestic acquired entity that would                                 
02       permit a merger between the acquired entity and the acquiring entity to be approved                               
03       without the vote or consent of the interest holders of the acquired entity because of the                         
04       percentage of interests in the acquired entity held by the acquiring entity does not                              
05       apply to approval of an interest exchange under (a)(1)(B) of this section.                                        
06            Sec. 10.55.304. Amendment or abandonment of plan of interest exchange.                                     
07       (a) A plan of interest exchange of a domestic acquired entity may be amended                                      
08                 (1)  in the same manner as the plan was approved, if the plan does not                                  
09       provide for the manner in which it may be amended; or                                                             
10                 (2)  by the governors or interest holders of the entity in the manner                                   
11       provided in the plan; however, an interest holder that was entitled to vote on or                                 
12       consent to approval of the interest exchange is entitled to vote on or consent to any                             
13       amendment of the plan that will change                                                                            
14                      (A)  the amount or kind of interests, securities, obligations,                                     
15            rights to acquire interests or securities, cash, or other property, or any                                   
16            combination of interests, securities, obligations, rights to acquire interests or                            
17            securities, cash, or other property, to be received by any of the interest holders                           
18            of the acquired entity under the plan;                                                                       
19                      (B)  the public organic document or private organic rules of the                                   
20            acquired entity that will be in effect immediately after the interest exchange                               
21            becomes effective, except for changes that do not require approval of the                                    
22            interest holders of the acquired entity under its organic law or organic rules; or                           
23                      (C)  any other terms or conditions of the plan, if the change                                      
24            would adversely affect the interest holder in any material respect.                                          
25            (b)  After a plan of interest exchange has been approved by a domestic                                       
26       acquired entity and before a statement of interest exchange becomes effective, the plan                           
27       may be abandoned                                                                                                  
28                 (1)  as provided in the plan; or                                                                        
29                 (2)  unless prohibited by the plan, in the same manner as the plan was                                  
30       approved.                                                                                                         
31            (c)  If a plan of interest exchange is abandoned after a statement of interest                               
01       exchange has been filed with the department and before the filing becomes effective, a                            
02       statement of abandonment, signed on behalf of the acquired entity, must be filed with                             
03       the department before the time the statement of interest exchange becomes effective.                              
04       The statement of abandonment takes effect on filing, and the interest exchange is                                 
05       abandoned and does not become effective. The statement of abandonment must                                        
06       contain                                                                                                           
07                 (1)  the name of the acquired entity;                                                                   
08                 (2)  the date on which the statement of interest exchange was filed; and                                
09                 (3)  a statement that the interest exchange has been abandoned in                                       
10       accordance with this section.                                                                                     
11            Sec. 10.55.305. Statement of interest exchange; effective date. (a) A                                      
12       statement of interest exchange shall be signed on behalf of a domestic acquired entity                            
13       and filed with the department.                                                                                    
14            (b)  A statement of interest exchange must contain                                                           
15                 (1)  the name and type of the acquired entity;                                                          
16                 (2)  the name, jurisdiction of organization, and type of the acquiring                                  
17       entity;                                                                                                           
18                 (3)  if the statement of interest exchange is not to be effective upon                                  
19       filing, the later date and time on which it will become effective, which may not be                               
20       more than 90 days after the date of filing;                                                                       
21                 (4)  a statement that the plan of interest exchange was approved by the                                 
22       acquired entity in accordance with AS 10.55.301 - 10.55.306; and                                                  
23                 (5)  any amendments to the acquired entity's public organic document                                    
24       approved as part of the plan of interest exchange.                                                                
25            (c)  In addition to the requirements of (b) of this section, a statement of interest                         
26       exchange may contain any other provision not prohibited by law.                                                   
27            (d)  A plan of interest exchange that is signed on behalf of a domestic acquired                             
28       entity and meets all of the requirements of (b) of this section may be filed with the                             
29       department instead of a statement of interest exchange and, on filing, has the same                               
30       effect as a statement of interest exchange. If a plan of interest exchange is filed as                            
31       provided in this subsection, references in this chapter to a statement of interest                                
01       exchange refer to the plan of interest exchange filed under this subsection.                                      
02            (e)  A statement of interest exchange becomes effective on the date and time of                              
03       filing or the later date and time specified in the statement of interest exchange.                                
04            Sec. 10.55.306. Effect of interest exchange. (a) When an interest exchange                                 
05       becomes effective,                                                                                                
06                 (1)  the interests in the acquired entity that are the subject of the interest                          
07       exchange cease to exist or are converted or exchanged, and the interest holders of                                
08       those interests are entitled only to the rights provided to them under the plan of interest                       
09       exchange and to any dissenters' rights they have under AS 10.55.109 and the acquired                              
10       entity's organic law;                                                                                             
11                 (2)  the acquiring entity becomes the interest holder of the interests in                               
12       the acquired entity stated in the plan of interest exchange to be acquired by the                                 
13       acquiring entity;                                                                                                 
14                 (3)  the public organic document, if any, of the acquired entity is                                     
15       amended as provided in the statement of interest exchange and is binding on the                                   
16       acquired entity's interest holders; and                                                                           
17                 (4)  the private organic rules of the acquired entity that are to be in a                               
18       record, if any, are amended to the extent provided in the plan of interest exchange and                           
19       are binding on and enforceable by                                                                                 
20                      (A)  the acquired entity's interest holders; and                                                   
21                      (B)  in the case of an acquired entity that is not a business                                      
22            corporation or nonprofit corporation, any other person that is a party to an                                 
23            agreement that is part of the acquired entity's private organic rules.                                       
24            (b)  Except as otherwise provided in the organic law or organic rules of the                                 
25       acquired entity, the interest exchange does not give rise to any rights that an interest                          
26       holder, governor, or third party would otherwise have upon a dissolution, liquidation,                            
27       or winding up of the acquired entity.                                                                             
28            (c)  When an interest exchange becomes effective, a person that did not have                                 
29       interest-holder liability with respect to the acquired entity and that becomes subject to                         
30       interest-holder liability with respect to a domestic entity as a result of the interest                           
31       exchange has interest-holder liability only to the extent provided by the organic law of                          
01       the entity and only for those liabilities that arise after the interest exchange becomes                          
02       effective.                                                                                                        
03            (d)  When an interest exchange becomes effective, the interest-holder liability                              
04       of a person that ceases to hold an interest in a domestic acquired entity with respect to                         
05       which the person had interest-holder liability is as follows:                                                     
06                 (1)  the interest exchange does not discharge any interest-holder                                       
07       liability under the organic law of the domestic acquired entity to the extent the                                 
08       interest-holder liability arose before the interest exchange became effective;                                    
09                 (2)  the person does not have interest-holder liability under the organic                               
10       law of the domestic acquired entity for any liability that arises after the interest                              
11       exchange becomes effective;                                                                                       
12                 (3)  the organic law of the domestic acquired entity continues to apply                                 
13       to the release, collection, or discharge of any interest-holder liability preserved under                         
14       (1) of this subsection as if the interest exchange had not occurred; and                                          
15                 (4)  the person has whatever rights of contribution from any other                                      
16       person as are provided by the organic law or organic rules of the domestic acquired                               
17       entity with respect to any interest-holder liability preserved under (1) of this                                  
18       subsection as if the interest exchange had not occurred.                                                          
19                          Article 4. Conversion.                                                                       
20            Sec. 10.55.401. Conversion authorized. (a) Except as otherwise provided in                                 
21       this section, by complying with AS 10.55.401 - 10.55.406, a domestic entity may                                   
22       become                                                                                                            
23                 (1)  a domestic entity of a different type; or                                                          
24                 (2)  a foreign entity of a different type, if the conversion is authorized                              
25       by the law of the foreign jurisdiction.                                                                           
26            (b)  Except as otherwise provided in this section, by complying with the                                     
27       provisions of AS 10.55.401 - 10.55.406 applicable to foreign entities, a foreign entity                           
28       may become a domestic entity of a different type if the conversion is authorized by the                           
29       law of the foreign entity's jurisdiction of organization.                                                         
30            (c)  Unless the provision is amended after July 1, 2014, if a protected                                      
31       agreement contains a provision that applies to a merger of a domestic entity but does                             
01       not refer to a conversion, the provision applies to a conversion of the entity as if the                          
02       conversion were a merger.                                                                                         
03            Sec. 10.55.402. Plan of conversion. (a) A domestic entity may convert to a                                 
04       different type of entity under AS 10.55.401 - 10.55.406 by approving a plan of                                    
05       conversion. The plan must be in a record and contain                                                              
06                 (1)  the name and type of the converting entity;                                                        
07                 (2)  the name, jurisdiction of organization, and type of the converted                                  
08       entity;                                                                                                           
09                 (3)  the manner of converting the interests in the converting entity into                               
10       interests, securities, obligations, rights to acquire interests or securities, cash, or other                     
11       property, or any combination of interests, securities, obligations, rights to acquire                             
12       interests or securities, cash, or other property;                                                                 
13                 (4)  the proposed public organic document of the converted entity, if                                   
14       the converted entity will be a filing entity;                                                                     
15                 (5)  the full text of the private organic rules of the converted entity that                            
16       are proposed to be in a record;                                                                                   
17                 (6)  the other terms and conditions of the conversion; and                                              
18                 (7)  any other provision required by the law of this state or the organic                               
19       rules of the converting entity.                                                                                   
20            (b)  A plan of conversion may contain any other provision not prohibited by                                  
21       law.                                                                                                              
22            Sec. 10.55.403. Approval of conversion. (a) A plan of conversion is not                                    
23       effective unless it has been approved                                                                             
24                 (1)  by a domestic converting entity                                                                    
25                      (A)  in accordance with the requirements, if any, in the                                           
26            converted entity's organic rules for approval of a conversion;                                               
27                      (B)  if the converted entity's organic rules do not provide for                                    
28            approval of a conversion, in accordance with the requirements, if any, in the                                
29            converted entity's organic law and organic rules for approval of,                                            
30                           (i)  in the case of an entity that is not a business                                          
31                 corporation, a merger, as if the conversion were a merger; or                                           
01                           (ii)  in the case of a business corporation, a merger                                         
02                 requiring approval by a vote of the interest holders of the business                                    
03                 corporation, as if the conversion were that type of merger; or                                          
04                      (C)  if neither its organic law nor organic rules provide for                                      
05            approval of a conversion or a merger described in (B)(ii) of this paragraph, by                              
06            all of the interest holders of the entity entitled to vote on or consent to any                              
07            matter; and                                                                                                  
08                 (2)  in a record, by each interest holder of a domestic converting entity                               
09       that will have interest-holder liability for liabilities that arise after the conversion                          
10       becomes effective, unless, in the case of an entity that is not a business or nonprofit                           
11       corporation,                                                                                                      
12                      (A)  the organic rules of the entity provide in a record for the                                   
13            approval of a conversion or a merger in which some or all of the entity's                                    
14            interest holders become subject to interest-holder liability by the vote or                                  
15            consent of fewer than all of the interest holders; and                                                       
16                      (B)  the interest holder voted for or consented in a record to that                                
17            provision of the organic rules or became an interest holder after the adoption of                            
18            that provision.                                                                                              
19            (b)  A conversion of a foreign converting entity is not effective unless it is                               
20       approved by the foreign entity in accordance with the law of the foreign entity's                                 
21       jurisdiction of organization.                                                                                     
22            Sec. 10.55.404. Amendment or abandonment of plan of conversion. (a) A                                      
23       plan of conversion of a domestic converting entity may be amended                                                 
24                 (1)  in the same manner as the plan was approved, if the plan does not                                  
25       provide for the manner in which it may be amended; or                                                             
26                 (2)  by the governors or interest holders of the entity in the manner                                   
27       provided in the plan; however, an interest holder that was entitled to vote on or                                 
28       consent to approval of the conversion is entitled to vote on or consent to any                                    
29       amendment of the plan that will change                                                                            
30                      (A)  the amount or kind of interests, securities, obligations,                                     
31            rights to acquire interests or securities, cash, or other property, or any                                   
01            combination of interests, securities, obligations, rights to aquire interests or                             
02            securities, cash, or other property, to be received by any of the interest holders                           
03            of the converting entity under the plan;                                                                     
04                      (B)  the public organic document or private organic rules of the                                   
05            converted entity that will be in effect immediately after the conversion                                     
06            becomes effective, except for changes that do not require approval of the                                    
07            interest holders of the converted entity under its organic law or organic rules;                             
08            or                                                                                                           
09                      (C)  any other terms or conditions of the plan, if the change                                      
10            would adversely affect the interest holder in any material respect.                                          
11            (b)  After a plan of conversion has been approved by a domestic converting                                   
12       entity and before a statement of conversion becomes effective, the plan may be                                    
13       abandoned                                                                                                         
14                 (1)  as provided in the plan; or                                                                        
15                 (2)  unless prohibited by the plan, in the same manner as the plan was                                  
16       approved.                                                                                                         
17            (c)  If a plan of conversion is abandoned after a statement of conversion has                                
18       been filed with the department and before the filing becomes effective, a statement of                            
19       abandonment, signed on behalf of the entity, must be filed with the department before                             
20       the time the statement of conversion becomes effective. The statement of                                          
21       abandonment takes effect on filing, and the conversion is abandoned and does not                                  
22       become effective. The statement of abandonment must contain                                                       
23                 (1)  the name of the converting entity;                                                                 
24                 (2)  the date on which the statement of conversion was filed; and                                       
25                 (3)  a statement that the conversion has been abandoned in accordance                                   
26       with this section.                                                                                                
27            Sec. 10.55.405. Statement of conversion; effective date. (a) A statement of                                
28       conversion shall be signed on behalf of the converting entity and filed with the                                  
29       department.                                                                                                       
30            (b)  A statement of conversion must contain                                                                  
31                 (1)  the name, jurisdiction of organization, and type of the converting                                 
01       entity;                                                                                                           
02                 (2)  the name, jurisdiction of organization, and type of the converted                                  
03       entity;                                                                                                           
04                 (3)  if the statement of conversion is not to be effective upon filing, the                             
05       later date and time on which it will become effective, which may not be more than 90                              
06       days after the date of filing;                                                                                    
07                 (4)  if the converting entity is a                                                                      
08                      (A)  domestic entity, a statement that the plan of conversion was                                  
09            approved in accordance with AS 10.55.401 - 10.55.406; or                                                     
10                      (B)  foreign entity, a statement that the conversion was                                           
11            approved by the foreign converting entity in accordance with the law of its                                  
12            jurisdiction of organization;                                                                                
13                 (5)  if the converted entity is a domestic filing entity, the text of the                               
14       converted entity's public organic document, as an attachment;                                                     
15                 (6)  if the converted entity is a domestic limited liability partnership,                               
16       the text of the converted entity's statement of qualification, as an attachment; and                              
17                 (7)  if the converted entity is a foreign entity that is not a qualified                                
18       foreign entity, a mailing address to which the department may send any process served                             
19       on the commissioner under AS 10.55.406(e).                                                                        
20            (c)  In addition to the requirements of (b) of this section, a statement of                                  
21       conversion may contain any other provision not prohibited by law.                                                 
22            (d)  If the converted entity is a domestic entity, the converted entity's public                             
23       organic document, if any, must satisfy the requirements of the law of this state, except                          
24       that it does not need to be signed and may omit any provision that is not required to be                          
25       included in a restatement of the public organic document.                                                         
26            (e)  A plan of conversion that is signed on behalf of a domestic converting                                  
27       entity and meets all of the requirements of (b) of this section may be filed with the                             
28       department instead of a statement of conversion and, on filing, has the same effect as a                          
29       statement of conversion. If a plan of conversion is filed as provided in this subsection,                         
30       references in this chapter to a statement of conversion refer to the plan of conversion                           
31       filed under this subsection.                                                                                      
01            (f)  A statement of conversion becomes effective on the date and time of filing                              
02       or the later date and time specified in the statement of conversion under (b)(3) of this                          
03       section.                                                                                                          
04            Sec. 10.55.406. Effect of conversion. (a) When a conversion becomes                                        
05       effective,                                                                                                        
06                 (1)  the converted entity is                                                                            
07                      (A)  organized under and subject to the organic law of the                                         
08            converted entity; and                                                                                        
09                      (B)  the same entity without interruption as the converting                                        
10            entity;                                                                                                      
11                 (2)  all property of the converting entity continues to be vested in the                                
12       converted entity without assignment, reversion, or impairment;                                                    
13                 (3)  all liabilities of the converting entity continue as liabilities of the                            
14       converted entity;                                                                                                 
15                 (4)  except as provided by law other than this chapter or the plan of                                   
16       conversion, all of the rights, privileges, immunities, powers, and purposes of the                                
17       converting entity remain in the converted entity;                                                                 
18                 (5)  the name of the converted entity may be substituted for the name of                                
19       the converting entity in any pending action or proceeding;                                                        
20                 (6)  if a converted entity is a filing entity, the converted entity's public                            
21       organic document is effective and is binding on its interest holders;                                             
22                 (7)  if the converted entity is a limited liability partnership, the                                    
23       converted entity's statement of qualification is effective simultaneously;                                        
24                 (8)  the private organic rules of the converted entity that are to be in a                              
25       record, if any, approved as part of the plan of conversion are effective and are binding                          
26       on and enforceable by                                                                                             
27                      (A)  the converted entity's interest holders; and                                                  
28                      (B)  in the case of a converted entity that is not a business                                      
29            corporation or nonprofit corporation, any other person that is a party to an                                 
30            agreement that is part of the entity's private organic rules; and                                            
31                 (9)  the interests in the converting entity are converted, and the interest                             
01       holders of the converting entity are entitled only to the rights provided to them under                           
02       the plan of conversion and to any dissenters' rights they have under AS 10.55.109 and                             
03       the converting entity's organic law.                                                                              
04            (b)  Except as otherwise provided in the organic law or organic rules of the                                 
05       converting entity, the conversion does not give rise to any rights that an interest                               
06       holder, governor, or third party would otherwise have upon a dissolution, liquidation,                            
07       or winding up of the converting entity.                                                                           
08            (c)  When a conversion becomes effective, a person that did not have interest-                               
09       holder liability with respect to the converting entity and that becomes subject to                                
10       interest-holder liability with respect to a domestic entity as a result of a conversion has                       
11       interest-holder liability only to the extent provided by the organic law of the entity and                        
12       only for those liabilities that arise after the conversion becomes effective.                                     
13            (d)  When a conversion becomes effective,                                                                    
14                 (1)  the conversion does not discharge any interest-holder liability                                    
15       under the organic law of a domestic converting entity to the extent the interest-holder                           
16       liability arose before the conversion became effective;                                                           
17                 (2)  a person does not have interest-holder liability under the organic                                 
18       law of a domestic converting entity for any liability that arises after the conversion                            
19       becomes effective;                                                                                                
20                 (3)  the organic law of a domestic converting entity continues to apply                                 
21       to the release, collection, or discharge of any interest-holder liability preserved under                         
22       (1) of this subsection as if the conversion had not occurred; and                                                 
23                 (4)  a person has whatever rights of contribution from any other person                                 
24       as are provided by the organic law or organic rules of the domestic converting entity                             
25       with respect to any interest-holder liability preserved under (1) of this subsection as if                        
26       the conversion had not occurred.                                                                                  
27            (e)  When a conversion becomes effective, a foreign entity that is the converted                             
28       entity                                                                                                            
29                 (1)  may be served with process in this state for the collection and                                    
30       enforcement of any of the foreign entity's liabilities; and                                                       
31                 (2)  appoints the commissioner as the foreign entity's agent for service                                
01       of process for collecting or enforcing those liabilities.                                                         
02            (f)  If the converting entity is a qualified foreign entity, the certificate of                              
03       authority or other foreign qualification of the converting entity is cancelled when the                           
04       conversion becomes effective.                                                                                     
05            (g)  A conversion does not require the entity to wind up its affairs and does not                            
06       constitute or cause the dissolution of the entity.                                                                
07                         Article 5. Domestication.                                                                     
08            Sec. 10.55.501. Domestication authorized. (a) Except as otherwise provided                                 
09       in this section, by complying with AS 10.55.501 - 10.55.506, a domestic entity may                                
10       become a domestic entity of the same type in a foreign jurisdiction if the                                        
11       domestication is authorized by the law of the foreign jurisdiction.                                               
12            (b)  Except as otherwise provided in this section, by complying with the                                     
13       provisions of AS 10.55.501 - 10.55.506 applicable to foreign entities, a foreign entity                           
14       may become a domestic entity of the same type in this state if the domestication is                               
15       authorized by the law of the foreign entity's jurisdiction of organization.                                       
16            (c)  Unless the provision is amended after July 1, 2014, if a protected                                      
17       agreement contains a provision that applies to a merger of a domestic entity but does                             
18       not refer to a domestication, the provision applies to a domestication of the entity as if                        
19       the domestication were a merger.                                                                                  
20            Sec. 10.55.502. Plan of domestication. (a) A domestic entity may become a                                  
21       foreign entity in a domestication by approving a plan of domestication. The plan must                             
22       be in a record and contain                                                                                        
23                 (1)  the name and type of the domesticating entity;                                                     
24                 (2)  the name and jurisdiction of organization of the domesticated                                      
25       entity;                                                                                                           
26                 (3)  the manner of converting the interests in the domesticating entity                                 
27       into interests, securities, obligations, rights to acquire interests or securities, cash, or                      
28       other property, or any combination of interests, securities, obligations, rights to                               
29       acquire interests or securities, cash, or other property;                                                         
30                 (4)  the proposed public organic document of the domesticated entity, if                                
31       the domesticated entity is a filing entity;                                                                       
01                 (5)  the full text of the private organic rules of the domesticated entity                              
02       that are proposed to be in a record;                                                                              
03                 (6)  the other terms and conditions of the domestication; and                                           
04                 (7)  any other provision required by the law of this state or the organic                               
05       rules of the domesticating entity.                                                                                
06            (b)  A plan of domestication may contain any other provision not prohibited by                               
07       law.                                                                                                              
08            Sec. 10.55.503. Approval of domestication. (a) A plan of domestication is not                              
09       effective unless it has been approved                                                                             
10                 (1)  by a domestic domesticating entity                                                                 
11                      (A)  in accordance with the requirements, if any, in the domestic                                  
12            domesticating entity's organic rules for approval of a domestication;                                        
13                      (B)  if the domestic domesticating entity's organic rules do not                                   
14            provide for approval of a domestication, in accordance with the requirements,                                
15            if any, in its organic law and organic rules for approval of                                                 
16                           (i)  in the case of an entity that is not a business                                          
17                 corporation, a merger, as if the domestication were a merger; or                                        
18                           (ii)  in the case of a business corporation, a merger                                         
19                 requiring approval by a vote of the interest holders of the business                                    
20                 corporation, as if the domestication were that type of merger; or                                       
21                      (C)  if neither the domestic domesticating entity's organic law                                    
22            nor organic rules provide for approval of a domestication or a merger                                        
23            described in (B)(ii) of this paragraph, by all of the interest holders of the entity                         
24            entitled to vote on or consent to any matter; and                                                            
25                 (2)  in a record, by each interest holder of a domestic domesticating                                   
26       entity that will have interest-holder liability for liabilities that arise after the                              
27       domestication becomes effective, unless, in the case of an entity that is not a business                          
28       corporation or nonprofit corporation,                                                                             
29                      (A)  the organic rules of the entity in a record provide for the                                   
30            approval of a domestication or merger in which some or all of the entity's                                   
31            interest holders become subject to interest-holder liability by the vote or                                  
01            consent of fewer than all of the interest holders; and                                                       
02                      (B)  the interest holder voted for or consented in a record to that                                
03            provision of the organic rules or became an interest holder after the adoption of                            
04            that provision.                                                                                              
05            (b)  A domestication of a foreign domesticating entity is not effective unless it                            
06       is approved in accordance with the law of the foreign entity's jurisdiction of                                    
07       organization.                                                                                                     
08            Sec. 10.55.504. Amendment or abandonment of plan of domestication. (a)                                     
09       A plan of domestication of a domestic domesticating entity may be amended                                         
10                 (1)  in the same manner as the plan was approved, if the plan does not                                  
11       provide for the manner in which it may be amended; or                                                             
12                 (2)  by the governors or interest holders of the entity in the manner                                   
13       provided in the plan; however, an interest holder that was entitled to vote on or                                 
14       consent to approval of the domestication is entitled to vote on or consent to any                                 
15       amendment of the plan that will change                                                                            
16                      (A)  the amount or kind of interests, securities, obligations,                                     
17            rights to acquire interests or securities, cash, or other property, or any                                   
18            combination of interests, securities, obligations, rights to acquire interests or                            
19            securities, cash, or other property, to be received by any of the interest holders                           
20            of the domesticating entity under the plan;                                                                  
21                      (B)  the public organic document or private organic rules of the                                   
22            domesticated entity that will be in effect immediately after the domestication                               
23            becomes effective, except for changes that do not require approval of the                                    
24            interest holders of the domesticated entity under its organic law or organic                                 
25            rules; or                                                                                                    
26                      (C)  any other terms or conditions of the plan, if the change                                      
27            would adversely affect the interest holder in any material respect.                                          
28            (b)  After a plan of domestication has been approved by a domestic                                           
29       domesticating entity and before a statement of domestication becomes effective, the                               
30       plan may be abandoned                                                                                             
31                 (1)  as provided in the plan; or                                                                        
01                 (2)  unless prohibited by the plan, in the same manner as the plan was                                  
02       approved.                                                                                                         
03            (c)  If a plan of domestication is abandoned after a statement of domestication                              
04       has been filed with the department and before the filing becomes effective, a statement                           
05       of abandonment, signed on behalf of the entity, shall be filed with the department                                
06       before the time the statement of domestication becomes effective. The statement of                                
07       abandonment takes effect upon filing, and the domestication is abandoned and does                                 
08       not become effective. The statement of abandonment must contain                                                   
09                 (1)  the name of the domesticating entity;                                                              
10                 (2)  the date on which the statement of domestication was filed; and                                    
11                 (3)  a statement that the domestication has been abandoned in                                           
12       accordance with this section.                                                                                     
13            Sec. 10.55.505. Statement of domestication; effective date. (a) A statement                                
14       of domestication shall be signed on behalf of the domesticating entity and filed with                             
15       the department.                                                                                                   
16            (b)  A statement of domestication must contain                                                               
17                 (1)  the name, jurisdiction of organization, and type of the                                            
18       domesticating entity;                                                                                             
19                 (2)  the name and jurisdiction of organization of the domesticated                                      
20       entity;                                                                                                           
21                 (3)  if the statement of domestication is not to be effective upon filing,                              
22       the later date and time on which it will become effective, which may not be more than                             
23       90 days after the date of filing;                                                                                 
24                 (4)  if the domesticating entity is a                                                                   
25                      (A)  domestic entity, a statement that the plan of domestication                                   
26            was approved in accordance with AS 10.55.501 - 10.55.506; or                                                 
27                      (B)  foreign entity, a statement that the domestication was                                        
28            approved in accordance with the law of its jurisdiction of organization;                                     
29                 (5)  if the domesticated entity is a domestic filing entity, the                                        
30       domesticated entity's public organic document, as an attachment;                                                  
31                 (6)  if the domesticated entity is a domestic limited liability partnership,                            
01       the domesticated entity's statement of qualification, as an attachment; and                                       
02                 (7)  if the domesticated entity is a foreign entity that is not a qualified                             
03       foreign entity, a mailing address to which the department may send any process served                             
04       on the commissioner under AS 10.55.506(e).                                                                        
05            (c)  In addition to the requirements of (b) of this section, a statement of                                  
06       domestication may contain any other provision not prohibited by law.                                              
07            (d)  If the domesticated entity is a domestic entity, the domesticated entity's                              
08       public organic document, if any, must satisfy the requirements of the law of this state,                          
09       except that it does not need to be signed and may omit any provision that is not                                  
10       required to be included in a restatement of the public organic document.                                          
11            (e)  A plan of domestication that is signed on behalf of a domestic                                          
12       domesticating entity and meets all of the requirements of (b) of this section may be                              
13       filed with the department instead of a statement of domestication and, on filing, has                             
14       the same effect as a statement of domestication. If a plan of domestication is filed as                           
15       provided in this subsection, references in this chapter to a statement of domestication                           
16       refer to the plan of domestication filed under this subsection.                                                   
17            (f)  A statement of domestication becomes effective on the date and time of                                  
18       filing or the later date and time specified in the statement of domestication.                                    
19            Sec. 10.55.506. Effect of domestication. (a) When a domestication becomes                                  
20       effective,                                                                                                        
21                 (1)  the domesticated entity is                                                                         
22                      (A)  organized under and subject to the organic law of the                                         
23            domesticated entity; and                                                                                     
24                      (B)  the same entity without interruption as the domesticating                                     
25            entity;                                                                                                      
26                 (2)  all property of the domesticating entity continues to be vested in                                 
27       the domesticated entity without assignment, reversion, or impairment;                                             
28                 (3)  all liabilities of the domesticating entity continue as liabilities of                             
29       the domesticated entity;                                                                                          
30                 (4)  except as provided by law other than this chapter or the plan of                                   
31       domestication, all of the rights, privileges, immunities, powers, and purposes of the                             
01       domesticating entity remain in the domesticated entity;                                                           
02                 (5)  the name of the domesticated entity may be substituted for the                                     
03       name of the domesticating entity in any pending action or proceeding;                                             
04                 (6)  if the domesticated entity is a filing entity, the domesticated entity's                           
05       public organic document is effective and is binding on its interest holders;                                      
06                 (7)  if the domesticated entity is a limited liability partnership, the                                 
07       domesticated entity's statement of qualification is effective simultaneously;                                     
08                 (8)  the private organic rules of the domesticated entity that are to be in                             
09       a record, if any, approved as part of the plan of domestication are effective and are                             
10       binding on and enforceable by                                                                                     
11                      (A)  the domesticated entity's interest holders; and                                               
12                      (B)  in the case of a domesticated entity that is not a business                                   
13            corporation or nonprofit corporation, any other person that is a party to an                                 
14            agreement that is part of the domesticated entity's private organic rules; and                               
15                 (9)  the interests in the domesticating entity are converted to the extent                              
16       and as approved in connection with the domestication, and the interest holders of the                             
17       domesticating entity are entitled only to the rights provided to them under the plan of                           
18       domestication and to any dissenters' rights they have under AS 10.55.109 and the                                  
19       domesticating entity's organic law.                                                                               
20            (b)  Except as otherwise provided in the organic law or organic rules of the                                 
21       domesticating entity, the domestication does not give rise to any rights that an interest                         
22       holder, governor, or third party would otherwise have upon a dissolution, liquidation,                            
23       or winding up of the domesticating entity.                                                                        
24            (c)  When a domestication becomes effective, a person that did not have                                      
25       interest-holder liability with respect to the domesticating entity and that becomes                               
26       subject to interest-holder liability with respect to a domestic entity as a result of the                         
27       domestication has interest-holder liability only to the extent provided by the organic                            
28       law of the entity and only for those liabilities that arise after the domestication                               
29       becomes effective.                                                                                                
30            (d)  When a domestication becomes effective,                                                                 
31                 (1)  the domestication does not discharge any interest-holder liability                                 
01       under the organic law of a domestic domesticating entity to the extent the interest-                              
02       holder liability arose before the domestication became effective;                                                 
03                 (2)  a person does not have interest-holder liability under the organic                                 
04       law of a domestic domesticating entity for any liability that arises after the                                    
05       domestication becomes effective;                                                                                  
06                 (3)  the organic law of a domestic domesticating entity continues to                                    
07       apply to the release, collection, or discharge of any interest-holder liability preserved                         
08       under (1) of this subsection as if the domestication had not occurred; and                                        
09                 (4)  a person has whatever rights of contribution from any other person                                 
10       as are provided by the organic law or organic rules of a domestic domesticating entity                            
11       with respect to any interest-holder liability preserved under (1) of this subsection as if                        
12       the domestication had not occurred.                                                                               
13            (e)  When a domestication becomes effective, a foreign entity that is the                                    
14       domesticated entity                                                                                               
15                 (1)  may be served with process in this state for the collection and                                    
16       enforcement of any of the foreign entity's liabilities; and                                                       
17                 (2)  appoints the commissioner as the foreign entity's agent for service                                
18       of process for collecting or enforcing those liabilities.                                                         
19            (f)  If the domesticating entity is a qualified foreign entity, the certificate of                           
20       authority or other foreign qualification of the domesticating entity is cancelled when                            
21       the domestication becomes effective.                                                                              
22            (g)  A domestication does not require the entity to wind up its affairs and does                             
23       not constitute or cause the dissolution of the entity.                                                            
24                            Article 6. Filings.                                                                        
25            Sec. 10.55.601. Requirements for documents. (a) To be entitled to filing by                                
26       the department under this chapter, a document must satisfy the following requirements                             
27       and the requirements of any other provision of this chapter that adds to or varies these                          
28       requirements:                                                                                                     
29                 (1)  this chapter must require or permit filing the document with the                                   
30       department;                                                                                                       
31                 (2)  the document must contain the information required by this chapter                                 
01       and may contain other information;                                                                                
02                 (3)  the document must be in a record;                                                                  
03                 (4)  the document must be in the English language; however, the name                                    
04       of an entity need not be in English if written in English letters or Arabic or Roman                              
05       numerals;                                                                                                         
06                 (5)  the document must be signed                                                                        
07                      (A)  by an officer of a domestic or foreign corporation;                                           
08                      (B)  by a person authorized by a domestic or foreign entity that                                   
09            is not a corporation; or                                                                                     
10                      (C)  if the entity is in the hands of a receiver, trustee, or other                                
11            court-appointed fiduciary, by that fiduciary;                                                                
12                 (6)  the document must state the name and capacity of the person that                                   
13       signed it; the document may contain a corporate seal, attestation, acknowledgment, or                             
14       verification; and                                                                                                 
15                 (7)  the document must be delivered to the department for filing;                                       
16       delivery may be made by electronic transmission if and to the extent permitted by the                             
17       department; if a document is filed in typewritten or printed form and not transmitted                             
18       electronically, the department may require one exact or conformed copy to be                                      
19       delivered with the document.                                                                                      
20            (b)  When a document is delivered to the department for filing, the correct                                  
21       filing fee and any franchise tax, license fee, or penalty required to be paid for the filing                      
22       by this chapter or other law must be paid or provision for payment made in a manner                               
23       permitted by the department.                                                                                      
24            Sec. 10.55.602. Forms. The department may prescribe and furnish on request                                 
25       forms for documents required or permitted to be filed by this chapter, but their use is                           
26       not mandatory.                                                                                                    
27            Sec. 10.55.603. Filing, service, and copying fees. (a) The department shall                                
28       collect a fee each time process is served on the commissioner under this chapter. The                             
29       party to a proceeding causing service of process may recover this fee as costs if the                             
30       party prevails in the proceeding.                                                                                 
31            (b)  The department shall collect the fees for copying and certifying the copy                               
01       of any document filed under this chapter for copying and for the certificate.                                     
02            (c)  The department shall collect fees when the following documents are                                      
03       delivered for filing:                                                                                             
04                 (1)  statement of merger;                                                                               
05                 (2)  statement of abandonment of merger;                                                                
06                 (3)  statement of interest exchange;                                                                    
07                 (4)  statement of abandonment of interest exchange;                                                     
08                 (5)  statement of conversion;                                                                           
09                 (6)  statement of abandonment of conversion;                                                            
10                 (7)  statement of domestication;                                                                        
11                 (8)  statement of abandonment of domestication.                                                         
12            (d)  The department shall establish by regulation under AS 44.62                                             
13       (Administrative Procedure Act) the amount of the fees to be collected under this                                  
14       section.                                                                                                          
15            Sec. 10.55.604. Effective time and date of document. Except as provided in                                 
16       AS 10.55.605, a document accepted for filing is effective                                                         
17                 (1)  at the date and time of filing, as evidenced by the means used by                                  
18       the department for recording the date and time of filing;                                                         
19                 (2)  at the time specified in the document as its effective time on the                                 
20       date it is filed;                                                                                                 
21                 (3)  at a specified delayed effective time and date, if permitted by this                               
22       chapter; or                                                                                                       
23                 (4)  if a delayed effective date but no time is specified, at the close of                              
24       business on the date specified.                                                                                   
25            Sec. 10.55.605. Correcting filed document. (a) A domestic or foreign entity                                
26       may correct a document filed by the department if                                                                 
27                 (1)  the document contains an inaccuracy;                                                               
28                 (2)  the document was defectively signed; or                                                            
29                 (3)  the electronic transmission of the document to the department was                                  
30       defective.                                                                                                        
31            (b)  A document is corrected by filing with the department a statement of                                    
01       correction that                                                                                                   
02                 (1)  describes the document to be corrected and states the filing date of                               
03       the document to be corrected or has attached a copy of the document;                                              
04                 (2)  specifies the inaccuracy or defect to be corrected; and                                            
05                 (3)  corrects the inaccuracy or defect.                                                                 
06            (c)  A statement of correction is effective on the effective date of the document                            
07       it corrects except as to persons relying on the uncorrected document and adversely                                
08       affected by the correction. As to those persons, a statement of correction is effective                           
09       when filed.                                                                                                       
10            Sec. 10.55.606. Filing duty of department. (a) A document delivered to the                                 
11       department for filing that satisfies the requirements of AS 10.55.601 shall be filed by                           
12       the department.                                                                                                   
13            (b)  The department files a document by recording it as filed on the date and                                
14       time of receipt. After filing a document, the department shall deliver to the domestic                            
15       or foreign entity or its representative a copy of the document with an acknowledgment                             
16       of the date and time of filing.                                                                                   
17            (c)  If the department refuses to file a document, the department shall return the                           
18       document to the domestic or foreign entity or its representative within 10 days after                             
19       the document was delivered, together with a brief, written explanation of the reason                              
20       for the refusal.                                                                                                  
21            (d)  The duty of the department to file documents under this section is                                      
22       ministerial. The filing or refusal to file a document does not                                                    
23                 (1)  affect the validity or invalidity of the document in whole or in part;                             
24                 (2)  relate to the correctness or incorrectness of information contained                                
25       in the document; or                                                                                               
26                 (3)  create a presumption that the document is valid or invalid or that                                 
27       information contained in the document is correct or incorrect.                                                    
28            Sec. 10.55.607. Appeal from refusal to file a document. (a) If the department                              
29       refuses to file a document delivered for filing, the domestic or foreign entity that                              
30       submitted the document for filing may, within 30 days after the return of the                                     
31       document, appeal the refusal to the superior court of the judicial district where the                             
01       entity's principal office, or, if the entity does not have a principal office in this state,                      
02       where its registered office is or will be located. The appeal is begun by petitioning the                         
03       court to compel filing the document and by attaching to the petition the document and                             
04       the explanation of the department for the refusal to file.                                                        
05            (b)  The court may summarily order the department to file the document or                                    
06       take other action the court considers appropriate.                                                                
07            (c)  The court's final decision may be appealed as in other civil proceedings.                               
08            Sec. 10.55.608. Evidentiary effect of copy of filed document. A certificate                                
09       from the department, delivered with a copy of a document filed by the department,                                 
10       conclusively establishes that the original document is on file with the department.                               
11            Sec. 10.55.609. Penalty for signing false document. A person who signs a                                   
12       document the person knows is false in any material respect with intent that the                                   
13       document be delivered to the department for filing under this chapter is guilty of a                              
14       class A misdemeanor.                                                                                              
15            Sec. 10.55.610. Interrogatories by department; judicial review. (a) The                                    
16       department may propound to a domestic or foreign entity that is a party to a                                      
17       transaction under this chapter interrogatories reasonably necessary and proper to                                 
18       enable the department to ascertain whether the entity has complied with the provisions                            
19       of this chapter.                                                                                                  
20            (b)  Interrogatories shall be answered within 30 days or within the additional                               
21       time fixed by the department. Answers shall be full and complete, in writing and under                            
22       oath. If the interrogatories are directed to an individual, the interrogatories shall be                          
23       answered by that person, and, if directed to an entity, the interrogatories shall be                              
24       answered by the president, vice-president, secretary, or assistant secretary of the                               
25       corporation or, in the instance of a foreign corporation, the person or persons                                   
26       functioning as comparable officers in accordance with the laws of the state of                                    
27       incorporation.                                                                                                    
28            (c)  A petition stating good cause to extend the date to answer, modify, or set                              
29       aside the interrogatories propounded by the department or to enforce compliance with                              
30       AS 10.55.620 may be filed in the superior court before the expiration of the 30 days                              
31       fixed in this section for answer.                                                                                 
01            Sec. 10.55.615. Confidentiality of information disclosed by interrogatories.                               
02       Interrogatories and answers propounded and obtained under AS 10.55.610 are not                                    
03       open to public inspection and the department may not disclose facts or information                                
04       obtained from the interrogatories except as the official duty of the department requires                          
05       or unless the interrogatories or the answers are required for evidence in criminal                                
06       proceedings or other action by the state.                                                                         
07            Sec. 10.55.620. Failure or refusal to answer interrogatories. Unless                                       
08       otherwise provided by an order of court issued in response to a petition filed under                              
09       AS 10.55.610,                                                                                                     
10                 (1)  an entity that fails or refuses to answer truthfully and fully                                     
11       interrogatories propounded by the department within the time prescribed by                                        
12       AS 10.55.610(b) is guilty of a class A misdemeanor; and                                                           
13                 (2)  the department need not file a document to which the                                               
14       interrogatories relate until the interrogatories are properly answered and need not file a                        
15       document to which the interrogatories relate if the answers disclose that the document                            
16       does not conform to the provisions of this chapter.                                                               
17            Sec. 10.55.625. Powers of department. The department has the power                                         
18       reasonably necessary to perform the duties required by this chapter.                                              
19                     Article 7. Miscellaneous Provisions.                                                              
20            Sec. 10.55.701. Consistency of application. In applying and construing this                                
21       chapter, consideration shall be given to the need to promote consistency of the law                               
22       with respect to its subject matter among states that enact it.                                                    
23            Sec. 10.55.702. Relation to Electronic Signatures in Global and National                                   
24       Commerce Act. This chapter modifies, limits, and supersedes 15 U.S.C. 7001 - 7031                               
25       (Electronic Signatures in Global and National Commerce Act), but does not modify,                                 
26       limit, or supersede 15 U.S.C. 7001(c), or authorize electronic delivery of any of the                             
27       notices described in 15 U.S.C. 7003(b).                                                                           
28                       Article 8. Definitions and Title.                                                               
29            Sec. 10.55.901. Definitions. In this chapter,                                                              
30                 (1)  "acquired entity" means the entity, all of one or more classes or                                  
31       series of interests in which are acquired in an interest exchange;                                                
01                 (2)  "acquiring entity" means the entity that acquires all of one or more                               
02       classes or series of interests of the acquired entity in an interest exchange;                                    
03                 (3)  "approve" means, in the case of an entity, for its governors and                                   
04       interest holders to take whatever steps are necessary under its organic rules, organic                            
05       law, and other law to                                                                                             
06                      (A)  propose a transaction subject to this chapter;                                                
07                      (B)  adopt and approve the terms and conditions of the                                             
08            transaction; and                                                                                             
09                      (C)  conduct any required proceedings or otherwise obtain any                                      
10            required votes or consents of the governors or interest holders;                                             
11                 (4)  "business corporation" means a corporation whose internal affairs                                  
12       are governed by AS 10.06;                                                                                         
13                 (5)  "commissioner" means the commissioner of commerce,                                                 
14       community, and economic development;                                                                              
15                 (6)  "conversion" means a transaction authorized by AS 10.55.401 -                                      
16       10.55.406;                                                                                                        
17                 (7)  "converted entity" means the converting entity as it continues in                                  
18       existence after a conversion;                                                                                     
19                 (8)  "converting entity" means the domestic entity that approves a plan                                 
20       of conversion under AS 10.55.403 or the foreign entity that approves a conversion                                 
21       under the law of its jurisdiction of organization;                                                                
22                 (9)  "department" means the Department of Commerce, Community,                                          
23       and Economic Development;                                                                                         
24                 (10)  "domesticated entity" means the domesticating entity as it                                        
25       continues in existence after a domestication;                                                                     
26                 (11)  "domesticating entity" means the domestic entity that approves a                                  
27       plan of domestication under AS 10.55.503 or the foreign entity that approves a                                    
28       domestication under the law of its jurisdiction of organization;                                                  
29                 (12)  "domestication" means a transaction authorized by AS 10.55.501                                    
30       - 10.55.506;                                                                                                      
31                 (13)  "domestic entity" means an entity whose internal affairs are                                      
01       governed by the law of this state;                                                                                
02                 (14)  "entity" means                                                                                    
03                      (A)  a business corporation;                                                                       
04                      (B)  a nonprofit corporation;                                                                      
05                      (C)  a general partnership, including a limited liability                                          
06            partnership;                                                                                                 
07                      (D)  a limited partnership, including a limited liability limited                                  
08            partnership;                                                                                                 
09                      (E)  a limited liability company;                                                                  
10                      (F)  a business trust or statutory trust entity;                                                   
11                      (G)  an unincorporated nonprofit association;                                                      
12                      (H)  a cooperative; or                                                                             
13                      (I)  any other person that has a separate legal existence or has                                   
14            the power to acquire an interest in real property in its own name, other than                                
15                           (i)  an individual;                                                                           
16                           (ii)  a testamentary, inter vivos, or charitable trust, with                                  
17                 the exception of a trust that carries on a business;                                                    
18                           (iii)  an association or relationship that is not a                                           
19                 partnership solely by reason of AS 32.06.202(c) (Uniform Partnership                                    
20                 Act) or a similar provision of the law of any other jurisdiction;                                       
21                           (iv)  a decedent's estate; or                                                                 
22                           (v)  a government, a governmental subdivision, agency,                                        
23                 or instrumentality, or a quasi-governmental instrumentality;                                            
24                 (15)  "filing entity" means an entity that is created by the filing of a                                
25       public organic document;                                                                                          
26                 (16)  "foreign entity" means an entity other than a domestic entity;                                    
27                 (17)  "governance interest" means the right under the organic law or                                    
28       organic rules of an entity, other than as a governor, agent, assignee, or proxy, to                               
29                      (A)  receive or demand access to information concerning, or the                                    
30            books and records of, the entity;                                                                            
31                      (B)  vote for the election of the governors of the entity; or                                      
01                      (C)  receive notice of or vote on any or all issues involving the                                  
02            internal affairs of the entity;                                                                              
03                 (18)  "governor" means a person by or under whose authority the                                         
04       powers of an entity are exercised and under whose direction the business and affairs of                           
05       the entity are managed under the organic law and organic rules of the entity;                                     
06                 (19)  "interest" means                                                                                  
07                      (A)  a governance interest in an unincorporated entity;                                            
08                      (B)  a transferable interest in an unincorporated entity; or                                       
09                      (C)  a share or membership in a corporation;                                                       
10                 (20)  "interest exchange" means a transaction authorized by                                             
11       AS 10.55.301 - 10.55.306;                                                                                         
12                 (21)  "interest holder" means a direct holder of an interest;                                           
13                 (22)  "interest-holder liability" means                                                                 
14                      (A)  personal liability for a liability of an entity that is imposed                               
15            on a person                                                                                                  
16                           (i)  solely by reason of the status of the person as an                                       
17                 interest holder; or                                                                                     
18                           (ii)  by the organic rules of the entity under a provision                                    
19                 of the organic law authorizing the organic rules to make one or more                                    
20                 specified interest holders or categories of interest holders liable in their                            
21                 capacity as interest holders for all or specified liabilities of the entity;                            
22                 or                                                                                                      
23                      (B)  an obligation of an interest holder under the organic rules                                   
24            of an entity to contribute to the entity;                                                                    
25                 (23)  "jurisdiction of organization" of an entity means the jurisdiction                                
26       whose law includes the organic law of the entity;                                                                 
27                 (24)  "liability" means a debt, obligation, or any other liability arising                              
28       in any manner, regardless of whether it is secured or whether it is contingent;                                   
29                 (25)  "merger" means a transaction in which two or more merging                                         
30       entities are combined into a surviving entity under a filing with the department;                                 
31                 (26)  "merging entity" means an entity that is a party to a merger and                                  
01       exists immediately before the merger becomes effective;                                                           
02                 (27)  "nonprofit corporation" means a corporation whose internal                                        
03       affairs are governed by AS 10.20 (Alaska Nonprofit Corporation Act);                                              
04                 (28)  "organic law" means the statutes, if any, other than this chapter,                                
05       governing the internal affairs of an entity;                                                                      
06                 (29)  "organic rules" means the public organic document and private                                     
07       organic rules of an entity;                                                                                       
08                 (30)  "person" means an individual, corporation, estate, trust,                                         
09       partnership, limited liability company, business or similar trust, association, joint                             
10       venture, public corporation, government or governmental subdivision, agency, or                                   
11       instrumentality, or any other legal or commercial entity;                                                         
12                 (31)  "plan" means a plan of merger, interest exchange, conversion, or                                  
13       domestication;                                                                                                    
14                 (32)  "private organic rules" means the rules, whether or not in a record,                              
15       that govern the internal affairs of an entity, are binding on all of its interest holders,                        
16       and are not part of its public organic document, if any;                                                          
17                 (33)  "protected agreement" means                                                                       
18                      (A)  a record evidencing indebtedness and any related                                              
19            agreement in effect on July 1, 2014;                                                                         
20                      (B)  an agreement that is binding on an entity on July 1, 2014;                                    
21                      (C)  the organic rules of an entity in effect on July 1, 2014; or                                  
22                      (D)  an agreement that is binding on any of the governors or                                       
23            interest holders of an entity on July 1, 2014;                                                               
24                 (34)  "public organic document" means the public record, the filing of                                  
25       which creates an entity, and any amendment to or restatement of that record;                                      
26                 (35)  "qualified foreign entity" means a foreign entity that is authorized                              
27       to transact business in this state under a filing with the department;                                            
28                 (36)  "record" means information that is inscribed on a tangible                                        
29       medium or that is stored in an electronic or other medium and is retrievable in                                   
30       perceivable form;                                                                                                 
31                 (37)  "sign" means, with present intent to authenticate or adopt a                                      
01       record,                                                                                                           
02                      (A)  to execute or adopt a tangible symbol; or                                                     
03                      (B)  to attach to or logically associate with the record an                                        
04            electronic sound, symbol, or process;                                                                        
05                 (38)  "surviving entity" means the entity that continues in existence                                   
06       after or is created by a merger;                                                                                  
07                 (39)  "transferable interest" means the right under an entity's organic                                 
08       law to receive distributions from the entity;                                                                     
09                 (40)  "type," with regard to an entity, means a generic form of entity                                  
10                      (A)  recognized at common law; or                                                                  
11                      (B)  organized under an organic law, whether or not some                                           
12            entities organized under that organic law are subject to provisions of that law                              
13            that create different categories of the form of entity.                                                      
14            Sec. 10.55.902. Short title. This chapter may be cited as the Alaska Entity                                
15       Transactions Act.                                                                                                 
16    * Sec. 11. AS 32.06.401(i) is amended to read:                                                                     
17            (i)  Except as provided in AS 10.55 (Alaska Entity Transactions Act), a [A]                              
18       person may become a partner only with the consent of all the partners.                                            
19    * Sec. 12. AS 32.06.502 is amended to read:                                                                        
20            Sec. 32.06.502. Partner's transferable interest in partnership. Except as                                
21       provided in AS 10.55 (Alaska Entity Transactions Act), the [THE] only                                         
22       transferable interest of a partner in the partnership is the partner's share of the profits                       
23       and losses of the partnership and the partner's right to receive distributions. The                               
24       interest of a partner, whether or not transferable, is personal property.                                     
25    * Sec. 13. AS 32.06.702(a) is amended to read:                                                                     
26            (a)  For two years after a partner dissociates without the dissociation resulting                            
27       in a dissolution and winding up of the partnership business, the partnership, including                           
28       a surviving partnership under AS 32.06.905 - 32.06.908 [AS 32.06.902 - 32.06.908],                            
29       is bound by an act of the dissociated partner that would have bound the partnership                               
30       under AS 32.06.301 before dissociation only if, at the time of entering into the                              
31       transaction, the other party                                                                                  
01                 (1)  reasonably believed that the dissociated partner was then a partner;                               
02                 (2)  did not have notice of the partner's dissociation; and                                             
03                 (3)  is not considered to have had knowledge under AS 32.06.303(e) or                                   
04       notice under AS 32.06.704(c).                                                                                     
05    * Sec. 14. AS 32.06.703(b) is amended to read:                                                                     
06            (b)  A partner who dissociates without the dissociation resulting in a                                       
07       dissolution and winding up of the partnership business is liable as a partner to the                              
08       other party in a transaction entered into by the partnership, or a surviving partnership                          
09       under AS 32.06.905 - 32.06.908 [AS 32.06.902 - 32.06.908], within two years after                             
10       the partner's dissociation only if the partner is liable for the obligation under                                 
11       AS 32.06.306 and, at the time of entering into the transaction, the other party                           
12                 (1)  reasonably believed that the dissociated partner was then a partner;                               
13                 (2)  did not have notice of the partner's dissociation; and                                             
14                 (3)  is not considered to have had knowledge under AS 32.06.303(e) or                                   
15       notice under AS 32.06.704(c).                                                                                     
16    * Sec. 15. AS 32.06.905(a) is amended to read:                                                                     
17            (a)  Under a plan of merger approved under (c) of this section, a partnership                                
18       may be merged with one or more partnerships [OR LIMITED PARTNERSHIPS].                                            
19    * Sec. 16. AS 32.06.905(b) is amended to read:                                                                     
20            (b)  The plan of merger must state                                                                           
21                 (1)  the name of each partnership [OR LIMITED PARTNERSHIP] that                                         
22       is a party to the merger;                                                                                         
23                 (2)  the name of the surviving entity into which the other partnerships                                 
24       [OR LIMITED PARTNERSHIPS] will merge;                                                                             
25                 (3)  [WHETHER THE SURVIVING ENTITY IS A PARTNERSHIP                                                     
26       OR A LIMITED PARTNERSHIP AND THE STATUS OF EACH PARTNER;                                                          
27                 (4)]  the terms and conditions of the merger;                                                           
28                 (4) [(5)]  the manner and basis of converting all or part of the interests                          
29       of each party to the merger into interests or obligations of the surviving entity or into                         
30       money or other property; and                                                                                      
31                 (5) [(6)]  the street address of the surviving entity's chief executive                             
01       office.                                                                                                           
02    * Sec. 17. AS 32.06.905(c) is amended to read:                                                                     
03            (c)  The plan of merger must be approved                                                                     
04                 [(1)  IN THE CASE OF A PARTNERSHIP THAT IS A PARTY TO                                                   
05       THE MERGER,] by all of the partners or a number or percentage specified for merger                                
06       in the partnership agreement [; AND                                                                               
07                 (2)  IN THE CASE OF A LIMITED PARTNERSHIP THAT IS A                                                     
08       PARTY TO THE MERGER, BY THE VOTE REQUIRED FOR APPROVAL OF A                                                       
09       MERGER BY THE LAW OF THE STATE OR FOREIGN JURISDICTION WHERE                                                      
10       THE LIMITED PARTNERSHIP IS ORGANIZED AND, IN THE ABSENCE OF                                                       
11       SUCH A SPECIFICALLY APPLICABLE LAW, BY ALL OF THE PARTNERS,                                                       
12       NOTWITHSTANDING A PROVISION TO THE CONTRARY IN THE                                                                
13       PARTNERSHIP AGREEMENT].                                                                                           
14    * Sec. 18. AS 32.06.905 is amended by adding a new subsection to read:                                             
15            (f)  A merger in which a partnership and another form of entity are parties is                               
16       governed by AS 10.55 (Alaska Entity Transactions Act).                                                            
17    * Sec. 19. AS 32.06.906 is amended to read:                                                                        
18            Sec. 32.06.906. Effect of merger. (a) When a merger takes effect,                                          
19                 (1)  the separate existence of every partnership [OR LIMITED                                            
20       PARTNERSHIP] that is a party to the merger, other than the surviving partnership                              
21       [ENTITY], ceases;                                                                                                 
22                 (2)  all property owned by each of the merged partnerships [OR                                          
23       LIMITED PARTNERSHIPS] vests in the surviving partnership [ENTITY];                                            
24                 (3)  all obligations of every partnership [OR LIMITED                                                   
25       PARTNERSHIP] that is a party to the merger become the obligations of the surviving                                
26       partnership [ENTITY]; and                                                                                     
27                 (4)  an action or proceeding pending against a partnership [OR                                          
28       LIMITED PARTNERSHIP] that is a party to the merger may be continued as if the                                     
29       merger had not occurred, or the surviving partnership [ENTITY] may be substituted                             
30       as a party to the action or proceeding.                                                                           
31            (b)  The commissioner is the agent for service of process in an action or                                    
01       proceeding against a surviving foreign partnership [OR LIMITED PARTNERSHIP] to                                    
02       enforce an obligation of a domestic partnership [OR LIMITED PARTNERSHIP] that                                     
03       is a party to a merger. The surviving partnership [ENTITY] shall promptly notify the                          
04       department of the mailing address of its chief executive office and of any change of                              
05       address. Upon receipt of process, the department shall mail a copy of the process to                              
06       the surviving foreign partnership [OR LIMITED PARTNERSHIP].                                                       
07            (c)  A partner of the surviving partnership [OR LIMITED PARTNERSHIP] is                                      
08       liable for                                                                                                        
09                 (1)  all obligations of a party to the merger for which the partner was                                 
10       personally liable before the merger;                                                                              
11                 (2)  all obligations of the surviving partnership [ENTITY] incurred                                 
12       before the merger by a party to the merger and not covered by (1) of this subsection,                             
13       but the obligations under this paragraph may be satisfied only out of property of the                             
14       surviving partnership [ENTITY]; and                                                                           
15                 (3)  except as otherwise provided in AS 32.06.306, all obligations of                                   
16       the surviving partnership [ENTITY] incurred after the merger takes effect [, BUT                              
17       THE OBLIGATIONS UNDER THIS PARAGRAPH MAY BE SATISFIED ONLY                                                        
18       OUT OF PROPERTY OF THE ENTITY IF THE PARTNER IS A LIMITED                                                         
19       PARTNER].                                                                                                         
20            (d)  If the obligations incurred before the merger by a party to the merger are                              
21       not satisfied out of the property of the surviving partnership [OR LIMITED                                        
22       PARTNERSHIP], the general partners of the party to the merger immediately before                                  
23       the effective date of the merger shall contribute the amount necessary to satisfy the                             
24       party's obligations to the surviving partnership [ENTITY,] in the manner provided in                          
25       AS 32.06.807 [, IN AS 32.11, OR IN THE LIMITED PARTNERSHIP LAW OF THE                                             
26       JURISDICTION WHERE THE PARTY WAS FORMED, AS THE CASE MAY BE,]                                                     
27       as if the merged party were dissolved.                                                                            
28            (e)  As of the date the merger takes effect, a partner of a party to a merger who                            
29       does not become a partner of the surviving partnership [OR LIMITED                                                
30       PARTNERSHIP] is dissociated from the entity of which that partner was a partner. A                            
31       [THE] surviving partnership [ENTITY SHALL CAUSE THE PARTNER'S                                                 
01       INTEREST IN THE ENTITY TO BE PURCHASED UNDER AS 32.06.701 OR                                                      
02       ANOTHER STATUTE SPECIFICALLY APPLICABLE TO THAT PARTNER'S                                                         
03       INTEREST WITH RESPECT TO A MERGER. THE SURVIVING ENTITY] is                                                       
04       bound under AS 32.06.702 by an act of a general partner dissociated under this                                    
05       subsection, and the partner is liable under AS 32.06.703 for transactions entered into                            
06       by the surviving partnership [ENTITY] after the merger takes effect.                                          
07    * Sec. 20. AS 32.06.907 is amended to read:                                                                        
08            Sec. 32.06.907. Statement of merger. (a) After a merger, the surviving                                     
09       partnership [OR LIMITED PARTNERSHIP] may file a statement that the parties to                                 
10       the merger [ONE OR MORE PARTNERSHIPS OR LIMITED PARTNERSHIPS]                                                 
11       have merged into the surviving partnership [ENTITY].                                                          
12            (b)  A statement of merger must contain                                                                      
13                 (1)  the name of each partnership [OR LIMITED PARTNERSHIP] that                                         
14       is a party to the merger;                                                                                         
15                 (2)  the name of the surviving partnership [ENTITY] into which the                                  
16       other partnerships [OR LIMITED PARTNERSHIP] are merged; and                                                   
17                 (3)  the street address of the surviving partnership's [ENTITY'S] chief                             
18       executive office and of any office in this state [; AND                                                           
19                 (4)  WHETHER THE SURVIVING ENTITY IS A PARTNERSHIP                                                      
20       OR A LIMITED PARTNERSHIP].                                                                                        
21            (c)  Except as otherwise provided in (d) of this section, in AS 32.06.302,                               
22       property of the surviving partnership [OR LIMITED PARTNERSHIP] that, before the                               
23       merger, was held in the name of another party to the merger is property held in the                           
24       name of the surviving partnership [ENTITY] upon filing a statement of merger.                                 
25            (d)  In AS 32.06.302, real property of the surviving partnership [OR LIMITED                                 
26       PARTNERSHIP] that, before the merger, was held in the name of another party to the                        
27       merger is property held in the name of the surviving partnership [ENTITY] upon                                
28       recording a certified copy of the statement of merger in the office for recording                                 
29       transfers of the real property.                                                                                   
30            (e)  A filed and, if appropriate, recorded statement of merger, executed and                                 
31       declared to be accurate under AS 32.06.970(c), stating the name of a partnership [OR                              
01       LIMITED PARTNERSHIP] that is a party to the merger in whose name property was                                     
02       held before the merger and the name of the surviving partnership [ENTITY], but not                            
03       containing all of the other information required by (b) of this section, operates with                            
04       respect to the partnerships [OR LIMITED PARTNERSHIPS] named to the extent                                         
05       provided in (c) and (d) of this section.                                                                          
06    * Sec. 21. AS 32.06.908 is amended to read:                                                                        
07            Sec. 32.06.908. Nonexclusivity. AS 32.06.905 - 32.06.907 [AS 32.06.902 -                                 
08       32.06.908] are not exclusive. Partnerships or limited partnerships may enter into                             
09       mergers, interest exchanges, conversions, and domestications under AS 10.55                                   
10       (Alaska Entity Transactions Act) [BE CONVERTED] or [MERGED] in any other                                      
11       manner provided by law.                                                                                           
12    * Sec. 22. AS 32.06.995(7) is amended to read:                                                                     
13                 (7)  "limited liability partnership" or "domestic limited liability                                 
14       partnership" means a partnership that has filed a statement of qualification under                            
15       AS 32.06.911 and does not have a similar statement in effect in another jurisdiction;                             
16    * Sec. 23. AS 32.06.995 is amended by adding new paragraphs to read:                                               
17                 (17)  "domestic partnership" means a partnership whose internal                                         
18       relations are governed by the laws of this state;                                                                 
19                 (18)  "foreign partnership" means a partnership other than a domestic                                   
20       partnership;                                                                                                      
21                 (19)  "surviving partnership" means a domestic or foreign partnership                                   
22       into which one or more domestic or foreign partnerships are merged, whether or not                                
23       preexisting the merger or created by the merger.                                                                  
24    * Sec. 24. AS 32.11.020 is amended by adding a new subsection to read:                                             
25            (g)  A certificate of limited partnership may also be amended by filing a plan                               
26       of merger, interest exchange, conversion, or domestication under AS 10.55 (Alaska                                 
27       Entity Transactions Act).                                                                                         
28    * Sec. 25. AS 32.11.320 is amended to read:                                                                        
29            Sec. 32.11.320. Nature of partnership interest. The [A PARTNERSHIP]                                      
30       interest of a partner, whether or not transferable, is personal property.                                     
31    * Sec. 26. AS 32.11.840(a) is amended to read:                                                                     
01            (a)  A limited partnership shall keep at the office referred to in                                           
02       AS 32.11.830(a)(1) the following:                                                                                 
03                 (1)  a current list of the full name and last known business address of                                 
04       each partner, separately identifying the general partners in alphabetical order and the                           
05       limited partners in alphabetical order;                                                                           
06                 (2)  a copy of the certificate of limited partnership and all certificates of                           
07       amendment to it, together with executed copies of a power of attorney under which a                               
08       certificate has been executed;                                                                                    
09                 (3)  copies of the limited partnership's federal, state, and local income                               
10       tax returns and reports, if any, for the three most recent years;                                                 
11                 (4)  copies of a then effective written partnership agreement and of a                                  
12       financial statement of the limited partnership for the three most recent years; [AND]                             
13                 (5)  unless contained in a written partnership agreement, a writing                                     
14       setting out                                                                                                       
15                      (A)  the amount of cash and a description and statement of the                                     
16            agreed value of the other property or services contributed by each partner and                               
17            that each partner has agreed to contribute;                                                                  
18                      (B)  the times at which or events on the happening of which                                        
19            additional contributions agreed to be made by each partner are to be made;                                   
20                      (C)  the right of a partner to receive, or of a general partner to                                 
21            make, distributions to a partner that include a return of all or a part of the                               
22            partner's contribution; [AND]                                                                                
23                      (D)  events upon the happening of which the limited partnership                                    
24            is to be dissolved and its affairs wound up; and                                                         
25                 (6)  a copy of any statement of merger, interest exchange,                                          
26       conversion, or domestication filed under AS 10.55 (Alaska Entity Transactions                                 
27       Act).                                                                                                         
28    * Sec. 27. AS 32.11.890 is amended to read:                                                                        
29            Sec. 32.11.890. Rules for [CONVERSIONS AND OTHER] cases not                                                
30       covered by chapter. In a case not provided for in this chapter, [INCLUDING                                      
31       CONVERSION OF A LIMITED PARTNERSHIP TO A PARTNERSHIP,] the                                                        
01       provisions of AS 32.06 govern, except as provided by AS 10.55 (Alaska Entity                                  
02       Transactions Act).                                                                                            
03    * Sec. 28. AS 32.11.900(9) is amended to read:                                                                     
04                 (9)  "limited partnership," except when used in the phrases "foreign                                
05       limited partnership" and "foreign limited liability limited partnership," and                                 
06       "domestic limited partnership" mean a partnership formed by two or more persons                                   
07       under this chapter, or that becomes subject to this chapter, [THE LAWS OF THIS                                
08       STATE] and having one or more general partners and one or more limited partners;                                  
09    * Sec. 29. AS 10.06.590; AS 10.15.450; AS 10.50.505, 10.50.570; AS 32.06.902,                                      
10 32.06.903, 32.06.904, 32.06.909; and AS 32.11.095 are repealed.                                                         
11    * Sec. 30. The uncodified law of the State of Alaska is amended by adding a new section to                         
12 read:                                                                                                                   
13       INDIRECT COURT RULE AMENDMENTS. (a) AS 10.55.603(a), added by sec. 10                                             
14 of this Act, amends Rule 79, Alaska Rules of Civil Procedure, by directing that the process                             
15 service fee be allowed to a prevailing party, whether or not the fee amount exceeds the                                 
16 amount allowed by Rule 11, Alaska Rules of Administration.                                                              
17       (b)  AS 10.55.607(a), added by sec. 10 of this Act, amends Rule 602(b)(2), Alaska                                 
18 Rules of Appellate Procedure, by establishing special venue rules for appealing the refusal of                          
19 the Department of Commerce, Community, and Economic Development to file a document.                                     
20       (c)  AS 10.55.607(a), added by sec. 10 of this Act, amends Rule 602(c), Alaska Rules                              
21 of Appellate Procedure, by requiring that certain documents be filed with a petition appealing                          
22 the refusal of the Department of Commerce, Community, and Economic Development to file                                  
23 a document.                                                                                                             
24       (d)  AS 10.55.607(b), added by sec. 10 of this Act, amends Rule 605.5, Alaska Rules                               
25 of Appellate Procedure, by allowing the superior court to summarily order the filing, because                           
26 a summary order may not allow for oral argument.                                                                        
27    * Sec. 31. The uncodified law of the State of Alaska is amended by adding a new section to                         
28 read:                                                                                                                   
29       TRANSITION: REGULATIONS. The Department of Commerce, Community, and                                               
30 Economic Development may adopt regulations necessary to implement the changes made by                                   
31 this Act. The regulations take effect under AS 44.62 (Administrative Procedure Act), but not                            
01 before July 1, 2014.                                                                                                    
02    * Sec. 32. The uncodified law of the State of Alaska is amended by adding a new section to                         
03 read:                                                                                                                   
04       SAVING CLAUSE. This Act does not affect an action or proceeding begun or a right                                  
05 accrued before July 1, 2014.                                                                                            
06    * Sec. 33. Section 31 of this Act takes effect immediately under AS 01.10.070(c).                                  
07    * Sec. 34. Except as provided in sec. 33 of this Act, this Act takes effect July 1, 2014.                          
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