Chapter 06. Alaska Corporations Code.
Article 1. Corporate Purposes and Powers.
Sec. 10.06.005. Purposes.
A corporation may be organized under this chapter for any lawful purpose.


Sec. 10.06.010. General powers.
Subject to the limitations in its articles of incorporation, the provisions of this chapter and other applicable law, a corporation has all the powers of a natural person in carrying out its business activities, including, without limitation, the power to
     (1) have perpetual succession by its corporate name;

     (2) sue and be sued in its corporate name;

     (3) adopt a corporate seal and alter it, and use it by having it or a facsimile of it impressed, affixed, or reproduced;

     (4) buy, take, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in, real or personal property or an interest in the property, wherever situated;

     (5) sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or a part of its property and assets;

     (6) lend money, if properly approved, to its employees, officers, and directors, and otherwise assist its employees, officers, and directors;

     (7) buy, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or an instrumentality of these;

     (8) make contracts and guarantees, incur liabilities, borrow money at the rates of interest the corporation determines, issue notes, bonds, and other obligations, and secure its obligations by mortgage or pledge of all or any of its property, franchise and income;

     (9) lend money for its corporate purposes, invest and reinvest its money, and take and hold real and personal property as security for the payment of money loaned or invested;

     (10) conduct business, carry on operations, and have offices and exercise the powers granted by this chapter in a state, territory, district, or possession of the United States, or in a foreign country;

     (11) elect or appoint officers and agents of the corporation and define their duties and fix their compensation;

     (12) make and alter bylaws not inconsistent with its articles of incorporation or with state law, for the administration and regulation of the affairs of the corporation;

     (13) donate for the public welfare or for charitable, scientific or educational purposes, and in time of war donate in aid of war activities;

     (14) transact lawful business in time of war in aid of the United States in the prosecution of the war;

     (15) pay pensions and establish pension plans, pension trusts, profit-sharing plans, stock bonus plans, stock option plans and other incentive plans for its directors, officers, and employees;

     (16) cease its corporate activities and surrender its corporate franchise;

     (17) have and exercise the powers of a limited or general partner or a joint venturer in association with one or more persons, corporations, partnerships, or associations;

     (18) have and exercise all powers necessary or convenient to carry out the purposes for which the corporation is organized.




Sec. 10.06.015. Defense of ultra vires.
 (a) An act of a corporation or a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because the corporation was without capacity or power to do the act or to make or receive the transfer, but the lack of capacity or power may be asserted
     (1) in an action by a shareholder against the corporation to enjoin the doing of an act or the transfer of real or personal property by or to the corporation; if the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made under a contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the action, set aside and enjoin the performance of the contract, and in so doing may allow to the corporation or to the other parties to the contract, compensation as may be equitable for the loss or damage sustained by any of them from the action of the court in setting aside and enjoining the performance of the contract; however, anticipated profits to be derived from the contract may not be awarded by the court as a loss or damage sustained;

     (2) in an action by or in the right of the corporation to obtain a judgment in its favor against an incumbent or former officer, director, or incorporator of the corporation for loss or damage due to that individual's unauthorized act;

     (3) in an action or special proceeding by the commissioner to annul or dissolve the corporation or to enjoin it from the doing of unauthorized business.

 (b) This section applies to contracts and conveyances made by foreign corporations in this state and to conveyances by foreign corporations of real property situated in this state.




Sec. 10.06.020. Limitations on powers of shareholders, officers, and directors.
A limitation upon the powers of the shareholders, officers, or directors, or the manner or exercise of their powers, contained in or implied by the articles of incorporation, bylaws, or action of the board, or by AS 10.06.605 - 10.06.678 or 10.06.705 - 10.06.788 or by a shareholders' agreement may not be asserted as between the corporation or a shareholder and a third person, except in a proceeding
     (1) by a shareholder or the state to enjoin the doing or continuance of unauthorized business by the corporation or its officers, or both, in a case where a third party has not acquired rights under AS 10.06.025(a);

     (2) to dissolve the corporation; or

     (3) by the corporation or by a shareholder suing in a representative suit against the officers or directors of the corporation for violation of their duty.




Sec. 10.06.025. Contracts or conveyances binding domestic and foreign corporations.
 (a) A contract or conveyance made in the name of the corporation that is authorized or ratified by the board, or is done within the scope of the authority, actual or apparent, conferred by the board or within the agency power of the officers executing it, except as the board's authority is limited by law, binds the corporation, and the corporation acquires rights under the contract, whether the contract is executed or is wholly or in part executory.

 (b) This section applies to contracts and conveyances made by foreign corporations in this state and to conveyances by foreign corporations of real property situated in this state.




Article 2. Name, Registered Agent, Registered Office, and Service on Corporation.
Sec. 10.06.105. Corporate name.
 (a) A corporate name must contain the word "corporation", "company", "incorporated", or "limited", or an abbreviation of one of these words. The corporate name may not contain a word or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation.

 (b) The corporate name may not contain the word "city", "borough", or "village" or otherwise imply that the corporation is a municipality. The name of a city, borough, or village may be used in the corporate name.

 (c) A person may not adopt a name that contains the word "corporation", "incorporated", or "limited", or an abbreviation of one of these words, unless the person has been issued a certificate of incorporation, or, in the case of a foreign corporation, a certificate of authority, by the commissioner. This subsection does not prohibit a limited liability company or a limited partnership from using the word "limited" or an abbreviation of "limited" in its name.

 (d) A corporate name must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. The department may adopt regulations to enforce this subsection. In this subsection, "organized entity" and "reserved or registered name" have the meanings given in AS 10.35.040.




Sec. 10.06.110. Reservation of corporate name.
The exclusive right to the use of a corporate name may be reserved by a
     (1) person intending to organize a corporation under this chapter;

     (2) domestic corporation intending to change its name;

     (3) foreign corporation intending to apply for a certificate of authority to transact business in this state;

     (4) foreign corporation authorized to transact business in this state and intending to change its name; or

     (5) person intending to organize a foreign corporation and to have it apply for a certificate of authority to transact business in this state.




Sec. 10.06.115. Application for and duration of reservation of name.
Reservation of a corporate name is made by filing an application with the commissioner. If the commissioner finds that the name is available for corporate use under AS 10.06.105(d), the commissioner shall reserve it for the exclusive use of the applicant for a period of 120 days.


Sec. 10.06.120. Transfer of reserved name.
The holder of a reserved corporate name may transfer the right to the exclusive use of the corporate name to another person by filing a notice of transfer with the commissioner, signed by the holder of the name, and specifying the name and address of the transferee.


Sec. 10.06.125. Registration of corporate name.
A corporation organized and existing under the laws of a state or territory of the United States may register its corporate name if the name is available for corporate use under AS 10.06.105(d).


Sec. 10.06.130. Exclusive right to use name; remedies.
 (a) A corporation that is organized under this chapter has the exclusive right to the name under which it was organized. A foreign corporation that has obtained a certificate of authority under this chapter has the exclusive right to the name under which it received its certificate of authority. A corporation that has registered a name under AS 10.06.125 has the exclusive right to the use of the registered name.

 (b) A corporation with the exclusive right to a name under (a) of this section
     (1) may enjoin the use of a name that is not distinguishable on the records of the department from the name to which the corporation has the exclusive right under (a) of this section;

     (2) has a cause of action for damages against a person who uses a name that is not distinguishable on the records of the department from the name to which the corporation has the exclusive right under (a) of this section.




Sec. 10.06.135. Procedure for registration of corporate name.
Registration of a corporate name is made by filing with the commissioner
     (1) an application for registration executed by an officer of the corporation setting out the name of the corporation, the state or territory under the laws of which it is incorporated, the date of incorporation, a statement that it is doing business, and a brief statement of its business; and

     (2) a certificate from an official of the state or territory where the corporation is organized who has custody of the records pertaining to corporations stating that the corporation is in good standing under the laws of that state or territory.




Sec. 10.06.140. Fee for and duration of registered name.
 (a) The fee for registration of a corporate name shall be established by the department by regulation.

 (b) The registration is effective until the close of the calendar year in which the application for registration is filed unless terminated earlier by involuntary dissolution in accordance with AS 10.06.633.




Sec. 10.06.145. Renewal of registered name.
A corporation that has registered its corporate name may renew the registration each year by (1) filing an application for renewal setting out the facts required in an original application for registration; (2) filing a certificate of good standing required for an original registration; and (3) paying a fee established by the department by regulation. An application for renewal shall be filed between October 1 and December 31 in each year. The renewal extends the registration for the following calendar year.


Sec. 10.06.150. Registered office and registered agent.
A corporation shall continuously maintain in this state a registered agent and a registered office. The registered office may be the same as the place of business of the corporation. The registered agent may be either an individual resident of this state whose business office is the same as the registered office, or a domestic or foreign corporation authorized to transact business in this state whose business office is the same as the registered office.


Sec. 10.06.155. Registration of agent by nonresident with controlling interest. [Repealed, 59 ch 82 SLA 1989.]
Sec. 10.06.160. Filing list of registered corporations with superior court; updating and publishing. [Repealed, 35 ch 126 SLA 1994.]
Sec. 10.06.165. Change of registered office or agent by corporation.
 (a) A corporation may change its registered office, agent, or both, by filing with the department a statement signed by the president or a vice-president including
     (1) the name of the corporation;

     (2) the address of its registered office;

     (3) the address of its new registered office if the registered office is to be changed;

     (4) the name of its registered agent;

     (5) the name of its new registered agent if the registered agent is to be changed; and

     (6) a statement that the change is authorized by resolution of its board of directors.

 (b) If the commissioner finds that the statement complies with this chapter, the commissioner shall file it in the commissioner's office. The change becomes effective when the statement is filed.




Sec. 10.06.170. Change by agent or resignation of agent.
 (a) A registered agent of a domestic or foreign corporation may change the location of the agent's office from one address to another in this state. The agent may change the registered office for each corporation for which the person is acting as registered agent by filing in the office of the commissioner a statement setting out (1) the name of the agent; (2) the address of the agent's office before change; (3) the address to which the office is changed; and (4) a list of corporations for which the person is the registered agent. The statement shall be executed by the registered agent in the individual name of the agent or, if the agent is a corporation, it shall be executed by its president or a vice-president. The statement shall be delivered to the commissioner and, if the commissioner finds that the statement complies with this chapter, the commissioner shall file it in the commissioner's office. The change becomes effective when the statement is filed.

 (b) A registered agent may resign by filing a written notice and an exact copy of the notice with the commissioner. The written notice of resignation shall set out the latest address of the principal office of the corporation and the names, addresses, and titles of the most recent officers of the corporation known by the agent. The commissioner shall immediately mail a copy of the notice to the corporation at its principal office. The resignation becomes effective 30 days after the filing of the written notice, unless the corporation sooner appoints a successor registered agent, as provided in AS 10.06.165.




Sec. 10.06.175. Service on corporation.
 (a) The registered agent of a corporation is an agent upon whom process, notice, or demand required or permitted by law to be served upon the corporation may be served.

 (b) If a corporation fails to appoint or maintain a registered agent in this state, or if its registered agent cannot, with reasonable diligence, be found at the registered office, the commissioner is an agent of the corporation upon whom the process, notice, or demand may be served. A person may serve the commissioner under this subsection by
     (1) serving on the commissioner or the designee of the commissioner a copy of the process, notice, or demand, with any papers required by law to be delivered in connection with the service, and a fee established by the department by regulation;

     (2) sending to the corporation being served by certified mail a notice that service has been made on the commissioner under this subsection and a copy of the process, notice, or demand and accompanying papers; notice to the corporation shall be sent to
          (A) the address of the last registered office of the corporation as shown by the records on file in the office of the commissioner; and

          (B) the address, the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice; and

     (3) filing with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings that this section has been complied with.

 (c) The commissioner shall keep a record of processes, notices, and demands served upon the commissioner under this section.

 (d) This section does not affect the right to serve process, notice, or demand required or permitted by law to be served upon a corporation in any other manner permitted.




Article 3. Formation of Corporations.
Sec. 10.06.205. Incorporators.
One or more natural persons at least 18 years of age may act as incorporators of a corporation by signing and delivering to the commissioner an original and an exact copy of the articles of incorporation for the corporation.


Sec. 10.06.208. Articles of incorporation.
The articles of incorporation must set out
     (1) the name of the corporation;

     (2) the purpose or purposes for which the corporation is organized, which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated under this chapter;

     (3) if incorporation is after March 24, 1982, the address of its initial registered office and the name of its initial registered agent;

     (4) the name and address of each alien affiliate or a statement that there are no alien affiliates;

     (5) if the corporation is authorized to issue only one class of shares, the total number of shares that the corporation is authorized to issue;

     (6) if the corporation is authorized to issue more than one class of shares, or if a class of shares is to have two or more series,
          (A) the total number of shares of each class the corporation is authorized to issue, and the total number of shares of each series that the corporation is authorized to issue or of which the board is authorized to fix the number of shares;

          (B) the designation of each class, and the designation of each series or that the board may determine the designation of any series; and

          (C) the rights, preferences, privileges, and restrictions granted to or imposed on the respective classes or series of shares or the holders of the shares, or that the board, within any limits and restrictions stated, may determine or alter the rights, preferences, privileges, and restrictions granted to or imposed on a wholly unissued class of shares or a wholly unissued series of any class of shares.




Sec. 10.06.210. Articles of incorporation; optional provisions.
The articles of incorporation may set out
     (1) any of the following provisions, which are not effective unless expressly provided in the articles:
          (A) a provision granting, with or without limitations, the power to levy assessments on the shares or class of shares;

          (B) a provision removing from shareholders preemptive rights to subscribe to any or all issues of shares or securities;

          (C) special qualifications of persons who may be shareholders;

          (D) a provision limiting the duration of the corporation's existence to a specified date;

          (E) a provision restricting or eliminating the power of the board or of the outstanding shares to adopt, amend, or repeal provisions of the bylaws as provided in AS 10.06.228;

          (F) a provision requiring, for any corporate action except as provided in AS 10.06.460 and 10.06.605, the vote of a larger proportion or of all of the shares of a class or series, or the vote or quorum for taking action of a larger proportion or of all of the directors, than is otherwise required by this chapter;

          (G) a provision limiting or restricting the business in which the corporation may engage or the powers that the corporation may exercise or both;

          (H) a provision conferring on the holder of an evidence of indebtedness, issued or to be issued by the corporation, the right to vote in the election of directors and on any other matters on which shareholders may vote;

          (I) a provision conferring on shareholders the right to determine the consideration for which shares shall be issued;

          (J) a provision requiring the approval of the shareholders or the approval of the outstanding shares for a corporate action, even though not otherwise required by this chapter;

          (K) a provision that one or more classes or series of shares are redeemable as provided in AS 10.06.325;

          (L) a provision that confers or imposes the powers, duties, privileges, and liabilities of directors on delegates under AS 10.06.450;

          (M) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director; the articles of incorporation may not eliminate or limit the liability of a director for (i) a breach of a director's duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) wilful or negligent conduct involved in the payment of dividends or the repurchase of stock from other than lawfully available funds; or (iv) a transaction from which the director derives an improper personal benefit; the provisions of this subparagraph do not eliminate or limit the liability of a director for an act or omission that occurs before the effective date of the articles of incorporation or of an amendment to the articles of incorporation authorized by this subparagraph;

          (N) if the number of shares of a series is authorized to be fixed by the board, a provision authorizing the board, within the limits and restrictions stated in the articles or stated in a resolution of the board originally fixing the number of shares constituting a series, to increase or decrease, but not below the number of shares of the series then outstanding, the number of shares of a series after the issue of shares of that series; if the number of shares of a series are decreased, the shares constituting the decrease shall resume the status they had before the adoption of the resolution originally fixing the number of shares of the series;

     (2) reasonable restrictions on the right to transfer or hypothecate shares of a class or series, but a restriction is not binding on shares issued before the adoption of the restriction unless the holders of those shares voted in favor of the restriction;

     (3) the names and addresses of the persons appointed to act as initial directors;

     (4) any other provision not in conflict with this chapter for the management of the business and for the conduct of the affairs of the corporation, including any provision that is required or permitted by this chapter to be stated in the bylaws.




Sec. 10.06.213. Delivery of articles of incorporation.
An original and an exact copy of the articles of incorporation shall be delivered to the commissioner for processing under AS 10.06.910 and for issuance of a certificate of incorporation.


Sec. 10.06.215. Disclosure of corporate activities.
An incorporator presenting articles of incorporation under AS 10.06.213 shall deliver, with the articles, a separate statement of the codes, from the identification codes established under AS 10.06.870, that most closely describe the activities in which the corporation will initially engage.


Sec. 10.06.218. Effect of issuance of certificate of incorporation.
The corporate existence begins on the issuance of the certificate of incorporation. That certificate is conclusive evidence that all precedent conditions required to be performed by the incorporators have been satisfied and that the corporation has been incorporated. Issuance does not affect the right of the state to bring a proceeding to cancel or revoke the certificate or for involuntary dissolution of the corporation. The doctrines of de jure compliance, de facto corporations, and corporations by estoppel are abolished.


Sec. 10.06.220. Liability for acting as nonexistent corporation.
 (a) Except as provided in (b) of this section persons who assume to act as a corporation for which there has been no issuance of a certificate of incorporation under AS 10.06.218 are jointly and severally liable for debts and liabilities incurred or arising as a result of that action.

 (b) The terms of a written contract between a third party and persons acting on behalf of a corporation for which there has been no issuance of a certificate of incorporation may modify or preclude the liability created by this section.

 (c) An oral promise, agreement or understanding is not effective to modify or preclude the liability created in (a) of this section.




Sec. 10.06.223. Organizational meeting.
After the commencement of corporate existence by the issuance of a certificate of incorporation, an organizational meeting of either the incorporators or the board of directors named in the articles of incorporation shall be held at the call of a majority of the incorporators or directors named in the articles of incorporation for the purpose of adopting bylaws, electing directors if none have been named in the articles, electing officers, and transacting such other business as may come before the meeting. The organizational meeting may be held at a designated place, by remote communication, or at a designated place and by remote communication. The designated place may be inside or outside the state. Those calling the meeting shall give at least 20 days' notice of the meeting by mail to each incorporator or director named. The notice shall state the time and place, if the meeting is to be held at a designated place, of the meeting, and whether the meeting will also be held by remote communication.


Sec. 10.06.225. Power of incorporators before directors' election.
If initial directors have not been named in the articles of incorporation, the incorporator or incorporators may do whatever is necessary and proper to perfect the organization of the corporation until the directors are elected, including the adoption and amendment of bylaws of the corporation and the election of directors.


Sec. 10.06.228. Bylaws: adoption, amendment or repeal.
Bylaws may be adopted, amended, or repealed either by approval of the outstanding shares or by approval of the board, except as provided in AS 10.06.230. The articles of incorporation may restrict or eliminate the power of either the board or the outstanding shares to adopt, amend, or repeal bylaws.


Sec. 10.06.230. Bylaws: number of directors and other content.
 (a) Unless a provision is contained in the articles, the bylaws must state the number of directors of the corporation or state that the number of directors may not be less than a stated number or more than a stated number, with the exact number of the directors to be fixed, within the limits specified, by approval of the board or the shareholders in the manner provided in the bylaws. If the articles provide for the number of directors, the number of directors may only be changed by an amendment to the articles.

 (b) [Repealed, 59 ch 82 SLA 1989.]
 (c) After the issuance of shares, a bylaw specifying or changing a fixed number of directors, or the maximum or minimum number of directors or changing from a fixed to a variable board or vice versa, shall be adopted by approval of the outstanding shares.

 (d) Notwithstanding (c) of this section, a bylaw or amendment of the articles of incorporation reducing the fixed or minimum number of directors to a number less than five may not be adopted if the number of votes cast against its adoption at a meeting is more than 16 2/3 percent of the outstanding shares entitled to vote.

 (e) The bylaws may contain any provision, not in conflict with law or the articles of incorporation, for the management of the business of the corporation and for the conduct of the affairs of the corporation, including
     (1) a provision referred to in AS 10.06.210(2), (3), or (4);

     (2) the time, for meetings held at a designated place, the place, and the manner, including by remote communication, of calling, conducting, and giving notice of meetings of shareholders, directors, and committees;

     (3) the manner of execution, revocation, and use of proxies;

     (4) the qualifications, duties, and compensation of directors; the time of their annual election; and the requirements of a quorum for directors' and committee meetings;

     (5) the appointment and authority of committees of the board;

     (6) the appointment, duties, compensation, and tenure of officers;

     (7) the mode of determination of holders of record of the shares of the corporation;

     (8) the making of annual reports and financial statements to the shareholders.




Sec. 10.06.233. Location and inspection of bylaws.
Each corporation shall keep at its principal executive office in this state or, if its principal executive office is not in this state, at its principal business office in this state, the original or a copy of its bylaws with amendments to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside this state and the corporation has no principal business office in this state, it shall upon the written request of a shareholder furnish to a shareholder a copy of the bylaws with amendments to date.


Article 4. Corporate Finance.
Sec. 10.06.305. Issuance of and requirements for shares.
 (a) Subject to the provisions of this chapter, a corporation may issue one or more classes or series of shares or both, with full, limited, or no voting rights and with other rights, preferences, privileges, and restrictions as are stated or authorized in its articles of incorporation. A denial or limitation of voting rights is not effective unless at the time one or more classes or series of outstanding shares or debt securities, singly or in the aggregate, are entitled to full voting rights. A denial or limitation of dividend or liquidation rights is not effective unless at the time one or more classes or series of outstanding shares, singly or in the aggregate, are entitled to unlimited dividend or liquidation rights.

 (b) All shares of a class shall have the same voting, conversion, and redemption rights and other rights, preferences, privileges, and restrictions, unless the class is divided into series. If a class is divided into series, all the shares of a series shall have the same voting, conversion, and redemption rights and other rights, preferences, privileges, and restrictions.




Sec. 10.06.308. Issuance of preferred or special classes of shares.
If authorized by the articles of incorporation, a corporation may issue preferred or special classes of shares
     (1) subject to redemption as provided under AS 10.06.325;

     (2) entitling the holders to cumulative, noncumulative, or partially cumulative dividends;

     (3) having preferences over another class or classes of shares for the payment of dividends;

     (4) having preference in the assets of the corporation over another class of shares upon the voluntary or involuntary liquidation of the corporation;

     (5) convertible into shares of another class or into shares of a series of the same or another class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation.




Sec. 10.06.310. Issuance of shares in series.
If authorized by the articles of incorporation, the shares of a preferred or special class may be divided into and issued in series. Each series shall be designated to distinguish the shares of the series from the shares of other series and classes.


Sec. 10.06.313. Variation in rights and preferences of shares.
Any or all of the rights and preferences of a series of a preferred or special class of shares and the variations in the relative rights and preferences between different series may be fixed and determined by the articles of incorporation, but shares of the same class shall be identical except for the following relative rights and preferences as to which there may be variations between series:
     (1) the rate of dividend;

     (2) the price and the terms and conditions on which shares may be redeemed;

     (3) the amount payable upon shares in the event of involuntary liquidation;

     (4) the amount payable upon shares in the event of voluntary liquidation;

     (5) sinking fund provisions for the redemption or purchase of shares;

     (6) the terms and conditions on which shares may be converted, if the shares of a series are issued with the privilege of conversion;

     (7) voting rights, if any.




Sec. 10.06.315. Series rights and preferences established by board.
If the articles of incorporation expressly vest authority in the board, then, to the extent that the articles have not established series and fixed and determined the variations in the relative rights and preferences between series, the board may divide a class into series and, within the limitations set out in AS 10.06.305 - 10.06.323 and in the articles, fix and determine the relative rights and preferences of the shares of a series.


Sec. 10.06.318. Manner of establishing series.
If the authority to establish a series is contained in the articles of incorporation, the board shall adopt a resolution setting out the designation of the series and fixing and determining the relative rights and preferences of the series to the extent not fixed and determined by the articles.


Sec. 10.06.320. Filing of statement before issuance of class or series.
 (a) Before the issuance of shares of a class the rights, preferences, privileges, and restrictions of which have been fixed by resolution of the board, or before the issuance of shares of a series established by resolution of the board, the corporation shall file with the commissioner a statement, and an exact copy of the statement, signed by the president or vice-president and the secretary or assistant secretary, setting out
     (1) the name of the corporation;

     (2) a copy of the resolution determining the rights, preferences, privileges, and restrictions of the wholly unissued class, or of the resolution establishing and designating a series, and fixing and determining the relative rights and preferences of the series;

     (3) the date of the adoption of the resolution;

     (4) that the resolution was adopted by the board.

 (b) The commissioner shall process the statement in accordance with AS 10.06.910.




Sec. 10.06.323. Effect of filing statement.
When the commissioner has filed the statement under AS 10.06.320, the resolution fixing the rights, preferences, privileges, and restrictions of a wholly unissued class of shares or the resolution establishing and designating a series of shares and fixing and determining the relative rights and preferences of the series becomes effective and constitutes an amendment of the articles of incorporation.


Sec. 10.06.325. Redemption of shares; creation of sinking fund; repurchase agreements.
 (a) A corporation may provide in the articles of incorporation for one or more classes or series of
     (1) common shares that are redeemable, in whole or in part,
          (A) at the option of the corporation; or

          (B) to the extent and upon the happening of one or more specified events;

     (2) preferred shares that are redeemable, in whole or in part,
          (A) at the option of the corporation;

          (B) to the extent and upon the happening of one or more specified events;

          (C) at the option of the holder; or

          (D) upon the vote of at least a majority of the outstanding shares of the class or series to be redeemed.

 (b) Notwithstanding the other provisions of this section, an open-end investment company registered under the United States Investment Company Act of 1940 may, if its articles of incorporation so provide, issue shares that are redeemable at the option of the holder at a price approximately equal to the shares' proportionate interest in the net assets of the corporation, and a shareholder may compel redemption of the shares in accordance with their terms.

 (c) Nothing in this section prevents a corporation from creating a sinking fund or similar provision or entering into an agreement for the redemption or purchase of its shares to the extent permitted by this chapter.

 (d) Except as provided by AS 10.06.385, a redemption of shares shall be made at the price, within the time, and upon the terms and conditions stated in the articles. When the articles permit a partial redemption of a class or series of shares, the articles must prescribe the method of selecting the shares to be redeemed. The method of selection may be
     (1) pro rata;

     (2) by lot;

     (3) at the discretion of, or in a manner approved by, the board; or

     (4) upon other terms and conditions stated in the articles.

 (e) Notwithstanding the provisions of AS 10.06.375, a corporation may not issue redeemable shares unless the shares are redeemable as provided in this section.




Sec. 10.06.328. Irrevocability of subscriptions for shares.
A subscription for shares of a corporation to be organized is irrevocable for a period of six months, unless the subscription agreement provides otherwise or unless all of the subscribers consent to the revocation of the subscription.


Sec. 10.06.330. Payment of subscription for shares.
Unless otherwise provided in the subscription agreement, subscriptions for shares, whether made before or after the organization of a corporation, shall be paid in full at the time or in installments as determined by the board. A call made by the board for payment on subscriptions shall be uniform for shares of the same class or shares of the same series.


Sec. 10.06.333. Remedies for default in payment.
In case of default in the payment of an installment or call when payment is due, the corporation may proceed to collect the amount due as any debt due the corporation. The bylaws may prescribe other remedies for failure to pay installments or calls that become due. No remedy working a forfeiture of a subscription, or of the amounts paid on a subscription, may be declared against a subscriber unless the amount due remains unpaid for a period of 20 days after written demand has been made. If mailed, written demand is considered to be made when it is deposited in the United States mail in a sealed envelope addressed to the subscriber at the last post office address known to the corporation, with postage prepaid. On a sale of shares by reason of forfeiture, the excess of proceeds realized over the amount due and unpaid on the shares shall be paid to the delinquent subscriber or to the legal representative of the subscriber.


Sec. 10.06.335. Consideration for shares.
Shares may be issued for consideration expressed in dollars fixed by the board unless the articles of incorporation reserve to the shareholders the right to fix the consideration. If this right is reserved as to any shares, the shareholders shall, before the issuance of the shares, fix the consideration to be received for the shares by approval of the outstanding shares.


Sec. 10.06.338. Payment for shares.
 (a) Consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. Unless otherwise provided in the articles of incorporation, when payment of the consideration for shares is received by the corporation, the shares are considered fully paid and nonassessable.

 (b) A promissory note or future service does not constitute payment or part payment for shares of a corporation.




Sec. 10.06.340. Judgment of board or shareholders as to value of consideration.
In the absence of fraud in the transaction, the judgment of the board or the shareholders as to the value of the consideration received for shares is conclusive.


Sec. 10.06.343. Share rights and options.
Subject to a provision in its articles, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders of the rights or options to purchase from the corporation shares of any class or classes. These rights or options shall be evidenced in the manner the board approves and, subject to the provisions of the articles, must set out the terms upon which, the time within which, and the price at which the shares may be purchased from the corporation upon the exercise of the right or option. If the rights or options are to be issued to directors, officers, or employees of the corporation or of a subsidiary of the corporation and not to the shareholders generally, their issuance shall be authorized by the approval of the outstanding shares or must be consistent with a plan so approved or ratified. In the absence of fraud in the transaction, the judgment of the board as to the adequacy of the consideration received for the rights or options is conclusive.


Sec. 10.06.345. Expenses of organization, reorganization, and financing.
The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by the corporation out of the consideration received by the corporation in payment for its shares without rendering the shares not fully paid or assessable.


Sec. 10.06.348. Certificates representing shares.
Except as otherwise provided under AS 10.06.349, the shares of a corporation shall be represented by certificates signed by the president or vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile of the seal. The signatures of the president or vice-president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar, other than the corporation itself or an employee of the corporation. If an officer who has signed or whose facsimile signature has been placed on the certificate ceases to be an officer before the certificate is issued, the certificate may be issued by the corporation with the same effect as if the officer were an officer at the date of its issue.


Sec. 10.06.349. Shares without certificates.
 (a) Unless the articles or bylaws provide otherwise, the board of directors may authorize the issuance without certificates of some or all of the corporation's classes or series of shares. The authorization does not affect shares that are already represented by certificates until the certificates are surrendered to the corporation.

 (b) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement giving the information required by AS 10.06.350 to be on certificates, and, if applicable, the information required by AS 10.06.424(c) to be disclosed to the shareholder when there is no certificate.




Sec. 10.06.350. Information required to be stated on certificate.
 (a) Each certificate representing shares issued by a corporation authorized to issue shares of more than one class shall set out on the face or back of the certificate, or state that the corporation will furnish to a shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue preferred or special class in series, the variations in the relative rights and preferences between the shares of each series so far as they have been fixed and determined and the authority of the board to fix and determine the relative rights and preferences of subsequent series.

 (b) Each certificate representing shares shall state upon its face
     (1) that the corporation is organized under the laws of the state;

     (2) the name of the person to whom issued;

     (3) the number and class of shares, and the designation of the series, if any, that the certificate represents.




Sec. 10.06.353. Full payment required for share.
A share with or without a certificate may not be issued until the share is fully paid.


Sec. 10.06.355. Issuance of fractional shares or scrip.
 (a) A corporation may issue a fractional share, and, by action of its board, may issue, instead of a fractional certificate, scrip in registered or bearer form that entitles the holder to receive a full share upon the surrender of the scrip aggregating a full share.

 (b) A fractional share entitles the holder to exercise voting rights, to receive dividends, and to participate in the assets of the corporation in the event of liquidation. Unless otherwise provided in the scrip, scrip does not entitle the holder to exercise voting rights, to receive dividends, or to participate in the assets of the corporation in the event of liquidation.

 (c) The board may issue scrip subject to the condition that it is void if not exchanged for full shares before a specified date, or subject to the condition that the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds distributed to the holders of that scrip, or subject to other conditions that the board considers advisable.




Sec. 10.06.356. Shares held by nominees.
 (a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder.

 (b) The procedure may set out
     (1) the types of nominees to whom it applies;

     (2) the rights or privileges that the corporation recognizes in a beneficial owner;

     (3) the manner in which the procedure is selected by the nominee;

     (4) the information that must be provided when the procedure is selected;

     (5) the period when selection of the procedure is effective; and

     (6) other aspects of the rights and duties created.




Sec. 10.06.358. Distributions; conditions; financial statements and determinations.
 (a) A corporation or a subsidiary of the corporation may not make a distribution to the corporation's shareholders as defined in AS 10.06.990 unless
     (1) the amount of the retained earnings of the corporation immediately before the distribution equals or exceeds the amount of the proposed distribution; or

     (2) immediately after giving effect to the distribution the
          (A) sum of the assets of the corporation, exclusive of goodwill, capitalized research and development expenses, evidences of debts owing from directors or officers or secured by the corporation's own shares, and deferred charges, would be at least equal to one and one-fourth times its liabilities, not including deferred taxes, deferred income, and other deferred credits; and

          (B) current assets of the corporation would be at least equal to its current liabilities or, if the average of the earnings of the corporation before taxes on income and before interest expense for the two preceding fiscal years was less than the average of the interest expense of the corporation for those fiscal years, at least equal to one and one-fourth its current liabilities.

 (b) For purposes of this section,
     (1) in determining the amount of the assets of the corporation, profits derived from an exchange of assets may not be included unless the assets received are currently realizable in cash;

     (2) "current assets" may include net amounts that the board has determined in good faith may reasonably be expected to be received from customers during the 12-month period used in calculating current liabilities under existing contractual relationships obligating the customers to make fixed or periodic payments during the term of the contracts after in each case giving effect to future costs not then included in current liabilities but reasonably expected to be incurred by the corporation in performing the contracts.

 (c) For the purposes of this chapter, the amount of a distribution payable in property shall be determined on the basis of the value at which the property is carried on the corporation's financial statements in accordance with this section.

 (d) Only a corporation that classifies its assets as current assets and fixed assets in accordance with this section is governed by (a)(2)(B) of this section.

 (e) For the purposes of this section, the board of directors may base a determination that a distribution is not prohibited either on financial statements prepared in accordance with generally accepted accounting principles or on the basis of accounting practices and principles that are fair and reasonable in the circumstances.

 (f) Financial statements and determinations prepared or arrived at in accordance with generally accepted accounting principles are fair and reasonable. The fair and reasonable quality of statements and determinations prepared under other practices and principles shall be proved by the corporation.




Sec. 10.06.360. Prohibited distribution; inability to meet maturing liabilities.
A corporation or subsidiary of a corporation may not make a distribution to the corporation's shareholders if the corporation or the subsidiary making the distribution is, or as a result of the distribution would be, likely to be unable to meet its liabilities as they mature.


Sec. 10.06.363. Prohibited distribution on junior shares; liquidation preference.
A corporation or subsidiary of a corporation may not make a distribution to the corporation's shareholders on any shares of its stock of a class or series that are junior to outstanding shares of another class or series with respect to distribution of assets on liquidation if, after giving effect to the distribution, the excess of its assets, exclusive of goodwill, capitalized research and development expenses, evidences of debts owing from directors or officers or secured by the corporation's own shares, and deferred charges, over its liabilities, not including deferred taxes, deferred income and other deferred credits, would be less than the liquidation preference of all shares having a preference on liquidation over the class or series to which the distribution is made.


Sec. 10.06.365. Prohibited distribution on junior shares; relationship to retained earnings.
A corporation or a subsidiary of a corporation may not make a distribution to the corporation's shareholders on any shares of its stock of a class or series that is junior to outstanding shares of another class or series with respect to payment of dividends unless the amount of the retained earnings of the corporation immediately before the distribution equals or exceeds the amount of the proposed distribution plus the aggregate amount of the cumulative dividends in arrears on all shares having a preference with respect to payment of dividends over the class or series to which the distribution is made.


Sec. 10.06.368. Exception for purchase or redemption of shares of deceased shareholder.
The provisions of AS 10.06.358, 10.06.360, 10.06.363, and 10.06.365 do not apply to a purchase or redemption of shares of a deceased shareholder from the proceeds of insurance on the life of the shareholder in excess of the total amount of all premiums paid by the corporation for the insurance, in order to carry out the provisions of an agreement between the corporation and the shareholder to purchase or redeem the shares upon the death of the shareholder.


Sec. 10.06.370. Inapplicability to regulated investment company.
The provisions of AS 10.06.358 do not apply to a dividend declared by a regulated investment company, as defined in the United States Internal Revenue Code, to the extent that the dividend is necessary to maintain the status of the corporation as a regulated investment company under the provisions of that code. The provisions of this chapter do not apply to a purchase or redemption of shares redeemable at the option of the holder by a registered open-end investment company under the United States Investment Company Act of 1940, so long as the right of redemption remains unsuspended under the provisions of that statute and the articles and bylaws of the corporation.


Sec. 10.06.373. Share dividends: restrictions.
A dividend payable in shares of a class may not be paid to the holders of shares of another class unless authorized by the articles of incorporation or unless payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.


Sec. 10.06.375. Additional restrictions in articles, bylaws, indentures, or agreements.
Nothing in this chapter prohibits additional restrictions upon the declaration of dividends or the purchase or redemption of a corporation's own shares by provision in the articles or bylaws of the corporation or in any indenture or other agreement entered into by the corporation.


Sec. 10.06.378. Liability of shareholders receiving prohibited distributions; suit against shareholders.
 (a) A shareholder who receives a distribution prohibited by this chapter with knowledge of facts indicating the impropriety of the distribution is liable to the corporation for the benefit of all of the creditors or shareholders entitled to institute an action under (b) of this section for the amount received by the shareholder with interest at the legal rate on judgments until paid. The liability of the shareholder under this subsection may not exceed the liabilities of the corporation owed to nonconsenting creditors at the time of the violation and the injury suffered by nonconsenting shareholders.

 (b) Suit may be brought in the name of the corporation to enforce the liability to
     (1) creditors arising under (a) of this section for a violation of AS 10.06.358 or 10.06.360 against any or all shareholders liable by any one or more creditors of the corporation whose debts or claims arose before the time of the distribution to shareholders and who have not consented to the distribution, whether or not they have reduced their claims to judgment; or

     (2) shareholders arising under (a) of this section for a violation of AS 10.06.363 or 10.06.365 against any or all shareholders liable by any one or more holders of preferred shares outstanding at the time of the distribution who have not consented to the distribution, without regard to the provisions of AS 10.06.435.

 (c) A shareholder sued under this section may implead all other shareholders liable under this section and may compel contribution, either in that action or in an independent action against shareholders not joined in that action.

 (d) This section does not affect the liability that a shareholder may have under other applicable law.




Sec. 10.06.380. Identification of distribution in notice to shareholders.
A distribution other than one chargeable to retained earnings shall be identified in a notice to shareholders as being made from a source other than retained earnings, and shall include a statement of the accounting treatment of the distribution. The notice shall accompany the distribution or shall be given within three months after the end of the fiscal year in which the distribution is paid.


Sec. 10.06.383. Inapplicability to winding up and involuntary or voluntary dissolution.
AS 10.06.305 - 10.06.390 do not apply in a proceeding for winding up and dissolution under AS 10.06.605 - 10.06.678.


Sec. 10.06.385. Redemption of shares at the option of corporation; manner.
 (a) A corporation may redeem any or all shares that are redeemable at its option by
     (1) giving notice of redemption; and

     (2) payment or deposit of the redemption price of the shares as provided in its articles of incorporation or deposit of the redemption price in accordance with (d) of this section.

 (b) Subject to any provisions in its articles with respect to the notice required for redemption of shares, the corporation may give notice of the redemption of any or all shares subject to redemption by publishing a notice of redemption in a newspaper of general circulation in the judicial district in which the principal executive office of the corporation is located at least once a week for two successive weeks, beginning not earlier than 60 nor later than 20 days before the date fixed for redemption. The notice of redemption must set out the following:
     (1) the class or series of shares or part of any class or series of shares to be redeemed;

     (2) the date fixed for redemption;

     (3) the redemption price; and

     (4) the place at which the shareholders may obtain payment of the redemption price upon surrender of their share certificates or uncertificated shares.

 (c) If the corporation gives notice of redemption under (b) of this section, it shall also mail a copy of the notice of redemption to each holder of record of shares to be redeemed as of the date of mailing or record date fixed in accordance with AS 10.06.408, addressed to the holder at the address of the holder appearing on the books of the corporation or given by the holder to the corporation for the purpose of notice not earlier than 60 nor later than 20 days before the date fixed for redemption. Failure to comply with this subsection does not invalidate the redemption of the shares.

 (d) On or before the date fixed for redemption of redeemable shares, a corporation may deposit with a bank or trust company in this state as a trust fund a sum sufficient to redeem the shares called on the date fixed for redemption, with irrevocable instructions to the bank or trust company to publish a notice of redemption, or to complete the publication if begun, and to pay, on and after or before the date fixed for redemption, the redemption price of the shares to holders of the shares upon the surrender of their share certificates or uncertificated shares. From and after the date of the deposit with the bank or trust company, although before the date fixed for redemption, the shares called for redemption are redeemed and dividends on those shares cease to accrue after the date fixed for redemption. The deposit constitutes full payment of the shares to their holders and from and after the date of the deposit the shares are no longer outstanding and the holders of the shares cease to be shareholders with respect to the shares and have no rights with respect to the shares except the right to receive from the bank or trust company payment of the redemption price of the shares without interest upon surrender of the certificates for the shares or the uncertificated shares, and any right to convert the shares that may exist and continue for a period fixed by the terms of the shares.




Sec. 10.06.388. Acquisition of corporation's own shares; reissuance or retirement.
 (a) When a corporation purchases or redeems or otherwise acquires its own shares, the shares are restored to the status of authorized but unissued shares unless the articles prohibit their reissuance.

 (b) If the articles prohibit the reissuance of shares upon their acquisition by the corporation, then upon the acquisition of those shares the authorized number of shares of the class and series, if any, to which the shares belonged is reduced by the number of shares acquired and the articles shall be amended to reflect the reduction in authorized shares. If all of the authorized shares of a class or series are acquired and their reissue is prohibited by the articles of incorporation, then the articles shall also be amended to eliminate any statement of rights, preferences, privileges, and restrictions relating solely to that class or series. Articles of amendment shall be filed within 60 days of the acquisition of the shares in accordance with the requirements of AS 10.06.512 - 10.06.514. Approval by the outstanding shares is not required to adopt such articles of amendment.




Sec. 10.06.390. Capitalization of retained earnings.
The paid-in capital of a corporation may be increased by resolution of the board directing that all or a part of the retained earnings of the corporation be transferred to the paid-in capital account.


Article 5. Shareholders and Records.
Sec. 10.06.405. Meetings of shareholders.
 (a) Meetings of shareholders shall be held at a place inside or outside the state, by remote communication, or at a place inside or outside the state and by remote communication, as provided in the bylaws. In the absence of a provision in the bylaws, meetings shall be held at the direction of the board or at the registered office of the corporation.

 (b) An annual meeting of the shareholders shall be held at the time as provided in the bylaws or, if the bylaws do not set a time, at a time determined by the board. If the annual meeting is not held within any 13-month period, the superior court may on the application of a shareholder summarily order a meeting to be held.

 (c) Special meetings of the shareholders may be called by the board, the chair of the board, the president, the holders of not less than one-tenth of all the shares entitled to vote at the meeting, or other persons as may be authorized in the articles of incorporation or the bylaws.

 (d) The failure of a corporation to hold an annual meeting at the time stated in or fixed under its bylaws does not cause the corporation to forfeit its status, does not cause a dissolution of the corporation, and does not affect the validity of corporate action.




Sec. 10.06.408. Closing of transfer books and fixing record date.
 (a) To determine the shareholders entitled to notice of or to vote at a meeting of shareholders or an adjournment of a meeting, to determine the shareholders entitled to receive payment of a dividend, or to determine the shareholders for any other proper purpose, the board of a corporation may provide that the stock transfer books shall be closed for a stated period not exceeding 70 days. If the stock transfer books are closed to determine shareholders entitled to notice of or to vote at a meeting of shareholders, they shall be closed for at least 20 days immediately preceding the meeting.

 (b) Instead of closing the stock transfer books, the bylaws or, in the absence of an applicable bylaw, the board may fix a date as the record date for the determination of shareholders. This record date may not be more than 60 days and, in case of a meeting of shareholders, not less than 20 days before the date on which the particular action requiring the determination of shareholders is to be taken. If the stock transfer books are not closed and a record date is not fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or for the determination of shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board declaring the dividend is adopted, is the record date for the determination of shareholders. When a determination of shareholders entitled to vote at a meeting of shareholders has been made as provided in this section, the determination applies to an adjournment of the meeting of shareholders.




Sec. 10.06.410. Notice of shareholders' meetings.
 (a) Written or printed notice stating the place, if the meeting will be held at a designated place, the manner, including holding the meeting by remote communication, the day, and the hour of the meeting, and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than 20 or more than 60 days before the date of the meeting, either personally, by mail, or by electronic transmission under (b) of this section, by or at the direction of the president, the secretary, the officer, or persons calling the meeting, to each shareholder of record entitled to vote at the meeting. If mailed, the notice is considered delivered when deposited with postage prepaid in the United States mail addressed to the shareholder at the address of the shareholder as it appears on the stock transfer books of the corporation, or, if the shareholder has filed with the secretary of the corporation a written request that notice be mailed to a different address, addressed to the shareholder at the new address. An affidavit of the secretary or other person giving the notice or of a transfer agent of the corporation that the notice required by this section has been given is prima facie evidence of the facts stated in the affidavit. If attendance of the meeting by remote communication is permitted, the notice must state the method of remote communication by which a shareholder or a proxy holder is considered present in person at the meeting and by which the shareholder or proxy holder may vote.

 (b) Notice under (a) of this section may be given by electronic transmission if the shareholder authorizes delivery by electronic transmission. Authorization must be in the form of a writing signed by the shareholder or an electronic transmission that sets out or is submitted with information demonstrating that the shareholder authorized the electronic transmission. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall be prima facie evidence of the facts stated in the affidavit. Notice by electronic transmission shall be considered given
     (1) by facsimile telecommunication when directed to a number at which the shareholder has consented to receive notice;

     (2) by electronic mail when directed to an electronic mail address at which the shareholder has consented to receive notice;

     (3) by a posting on an electronic network together with a separate notice of the specific posting to the shareholder on the later of
          (A) the posting; or

          (B) the giving of separate notice; or

     (4) by any other form of electronic transmission when directed to the shareholder.




Sec. 10.06.411. Delivery of information and items to shareholders.
 (a) A corporation shall be considered to have delivered an annual report, proxy statement, or other information to shareholders of record who reside at the same physical location and share an address if the corporation delivers an annual report, proxy statement, or other information to the shared address; the corporation addresses the annual report, proxy statement, or other information to the shareholders as a group (for example, "ABC Corporation Shareholders," "Jane Doe and Household," or "the Smith Family") or to each of the shareholders individually (for example, "John Doe and Richard Jones"); and
     (1) each shareholder consents in writing to delivery of one copy of the annual report, proxy statement, or other information to the shareholder's shared address, and the corporation has notified each shareholder of the duration of that shareholder's consent, explained how the shareholder can revoke the consent, and explained that the corporation will begin sending an individual copy of the annual report, proxy statement, or other information to the shareholder within 30 days after revocation of the shareholder's consent; or

     (2) all of the following conditions are met:
          (A) the shareholder has the same last name as the other shareholders at the shared address or the corporation reasonably believes that the shareholders are members of the same family;

          (B) the corporation has sent the shareholder a notice at least 60 days before the corporation begins to rely on this section concerning delivery of annual reports, proxy statements, or other information to that shareholder; the notice must
               (i) state that only one copy of the annual report, proxy statement, or other information will be delivered to the shared address unless the corporation receives contrary instructions from the shareholder;

               (ii) include a toll-free telephone number or be accompanied by a reply form that is pre-addressed with postage provided that the shareholder can use to notify the corporation that the shareholder wishes to receive a separate copy of the annual report, proxy statement, or other information;

               (iii) state that the corporation will begin sending individual copies to a shareholder within 30 days after the shareholder notifies the corporation that the shareholder wishes to receive a separate copy of the annual report, proxy statement, or other information; and

               (iv) include the following statement or a similar clear and understandable statement in boldface type within the text of the notice or on the envelope containing the notice, or, in the case of a notice mailed with other shareholder communications, both within the text of the notice and on the envelope containing the notice: "Important Notice Regarding Delivery of Shareholder Documents";

          (C) the corporation has not received notice from the shareholder indicating that the shareholder wishes to continue to receive an individual copy of the annual report, proxy statement, or other information; and

          (D) the corporation delivers the annual report, proxy statement, or other information to a post office box or to a residential street address; the corporation may assume a street address is a residential street address unless the corporation has information that indicates that the address is a business address.

 (b) If a shareholder revokes consent to delivery of one copy of the annual report, proxy statement, or other information to a shared address or notifies the corporation that the shareholder wishes to receive an individual copy of the annual report, proxy statement, or other information, the corporation shall begin sending individual copies to that shareholder within 30 days after the corporation receives the revocation of consent or notice.

 (c) A corporation is not required to send a notice of a shareholders' meeting, an annual report, a payment, a notice of a payment, or a proxy statement to a shareholder until the shareholder provides the corporation with written notice of the shareholder's current address if materials set out in (1) or (2) of this subsection have been sent by first class mail to the shareholder's address and have been returned as undeliverable:
     (1) an annual report and proxy statements for two consecutive annual shareholders' meetings;

     (2) during a period of at least 12 months, at least two payments of dividends or interest on securities, or at least two dividend reinvestment confirmations.

 (d) For purposes of (a) of this section, "address" means a street address, a post office box number, an electronic mail address, a facsimile telephone number, or another similar destination to which paper or electronic documents are delivered, unless otherwise provided in this section. If the corporation has reason to believe that the address is a street address of a multi-unit building, the address must include the unit number.




Sec. 10.06.413. Voting list; liability.
 (a) At least 20 days before each meeting of shareholders, the officer or agent having charge of the stock transfer books for shares of a corporation shall make a list of the shareholders entitled to vote at the meeting or an adjournment of the meeting arranged in alphabetical order, with the address of and the number of shares held by each shareholder. The list shall be kept on file at the registered office of the corporation and is subject to inspection by a shareholder or the agent or attorney of a shareholder at any time during usual business hours for a period of 20 days before the meeting. The list shall also be produced and kept open at the time and place of the meeting and subject to the inspection of a shareholder during the meeting, or the list shall be kept available for the meeting on a reasonably accessible electronic network where the information required to gain access to the list is provided with the notice of the meeting. If the corporation makes the list available on an electronic network, the corporation may take reasonable steps to ensure that the information is available only to shareholders of the corporation. The original stock transfer books are prima facie evidence as to the shareholders who are entitled to examine the list or transfer books or to vote at a meeting of shareholders.

 (b) Failure to comply with the requirements of this section does not affect the validity of the action taken at the meeting.

 (c) An officer or agent having charge of the stock transfer books who fails to prepare the list of shareholders, keep it on file for a period of 20 days, or produce and keep it open for inspection at the meeting, as provided in this section, is liable for a penalty of $5,000 and shall pay this sum to a shareholder who makes a written request for performance of the duties imposed by this section.




Sec. 10.06.415. Quorum of shareholders.
 (a) Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person, by remote communication, or by proxy, constitutes a quorum at a meeting of shareholders, but in no event may a quorum consist of less than one-third of the shares entitled to vote at the meeting. If a quorum is present, the affirmative vote of the majority of shares represented at the meeting and entitled to vote on the subject matter is the act of the shareholders, unless the vote of a greater number or voting by classes is required by this chapter, the articles of incorporation, or the bylaws.

 (b) Shareholders present at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken other than adjournment is approved by at least a majority of shares required to constitute a quorum.




Sec. 10.06.418. Proxies.
 (a) Each person entitled to vote shares may authorize another person or persons to act by proxy with respect to the shares. A proxy purporting to be executed in accordance with the provisions of this chapter is presumed valid.

 (b) A proxy is not valid after the expiration of 11 months from the date of the proxy unless it qualifies as an irrevocable proxy under (e) of this section. A proxy continues in full force and effect until revoked by the person executing it, except as provided in this section. A person may revoke a proxy by a writing delivered to the corporation stating that the proxy is revoked, by a subsequent proxy executed by the person executing the prior proxy and delivered to the corporation, or by attendance at the meeting and voting in person, or by remote communication, by the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which the proxies are mailed.

 (c) A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of the death or incapacity is received by the corporation.

 (d) Except as provided otherwise by written agreement of the parties, the record holder of shares held by a person as pledgee or otherwise as security or that belong to another shall, upon demand and payment of necessary expenses, issue a proxy to vote to the pledgor or to the owner of the shares.

 (e) Notwithstanding (c) of this section, a proxy that states that it is irrevocable is irrevocable for the period specified in the proxy when it is held by the following or a nominee of the following:
     (1) a person to whom the shares are pledged for the performance of an obligation or the payment of a debt;

     (2) a person who has purchased, agreed to purchase, or holds an option to purchase the shares or a person who has sold a portion of the shares of the person in the corporation to the maker of the proxy;

     (3) a person who has contracted to perform services as an employee of the corporation, if a proxy is required by the contract of employment and if the proxy states that it was given in consideration of the contract of employment, the name of the employee, and the period of employment contracted for;

     (4) a person designated by or under an agreement under AS 10.06.425; or

     (5) a beneficiary of a trust with respect to shares held by the trust.

 (f) Notwithstanding the period of irrevocability specified in a proxy, the proxy becomes revocable when the pledge is redeemed, the option or agreement to purchase is terminated or the seller no longer owns any shares of the corporation or dies, the period of employment provided for in the contract of employment has terminated, the agreement under AS 10.06.425 has terminated, or the person ceases to be a beneficiary of the trust. In addition, a proxy may be made irrevocable if it is given to secure the performance of a duty or to protect a title, either legal or equitable, until the happening of events that, by its terms, discharge the obligations secured by it.

 (g) Notwithstanding a provision in a proxy that makes the proxy irrevocable, a proxy is revoked when the shares are transferred unless the transferee knows about the provision or the proxy, or the irrevocability or notice of the proxy appears on a certificate representing the shares.




Sec. 10.06.420. Voting of shares.
 (a) An outstanding share, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as may be otherwise provided in the articles of incorporation. If the articles provide for more or less than one vote for any share, on any matter, every reference in this chapter to a majority or other proportion of shares shall refer to a majority or other proportion of the votes entitled to be cast.

 (b) Shares held by the corporation, or shares held by another corporation if a majority of the shares entitled to vote for the election of directors of the other corporation is held by the corporation, may not be voted at a meeting or counted in determining the total number of outstanding shares at a given time.

 (c) A shareholder may vote in person, by remote communication, by proxy executed in writing by the shareholder or by the authorized attorney-in-fact of the shareholder, or by proxy executed by electronic transmission by the shareholder or by the authorized attorney-in-fact of the shareholder. A proxy executed by electronic transmission must
     (1) be directed to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or similar agent that is authorized by the person who will be the holder of the proxy to receive the transmission; and

     (2) include information that demonstrates that the shareholder authorized the transmission.

 (d) Unless the articles of incorporation provide otherwise, at an election for directors, each shareholder entitled to vote at the election may vote, in person, by remote communication, or by proxy, the number of shares owned by the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote, or to cumulate votes by giving one candidate votes equal to the number of directors multiplied by the number of shares of the shareholder, or by distributing votes on the same principle among any number of candidates. The rights created by this subsection may not be limited by amendment to the articles when the votes cast against the amendment would be sufficient to elect one director if voted cumulatively at an election of the entire board.

 (e) Except as prohibited in this subsection, shares standing in the name of another corporation may be voted by the officer, agent, or proxy as the bylaws of the other corporation may prescribe, or, in the absence of a provision, as the board of the other corporation may determine. The shares of a corporation may not be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for the directors of the second corporation.

 (f) Shares held by an administrator, executor, guardian, or conservator may be voted by that person, in person, by remote communication, or by proxy, without a transfer of the shares into the name of that person. Shares standing in the name of a trustee may be voted by the trustee, in person, by remote communication, or by proxy, but a trustee is not entitled to vote shares held by the trustee without a transfer of the shares into the name of the trustee.

 (g) Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under the control of a receiver may be voted by the receiver without a transfer of the shares into the name of the receiver if authority to transfer the shares is contained in an appropriate court order by which the receiver was appointed.

 (h) A shareholder whose shares are pledged is entitled to vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee is entitled to vote the shares so transferred.

 (i) Beginning on the date on which written notice of redemption of redeemable shares has been mailed to the holders of the shares and a sum sufficient to redeem the shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders of the shares upon surrender of the certificates for the shares or the uncertificated shares, the shares may not vote on any matter and are not considered to be outstanding shares.

 (j) If a corporation adopts rules to provide for voting by proxy executed by electronic transmission or by a ballot cast by electronic transmission, the rules must provide that all legally qualified proxies and ballots cast by electronic transmission may be voted in the same manner as the corporation's proxy or ballot.

 (k) The board may permit shareholders and shareholders' proxy holders to participate in meetings of the shareholders by remote communication using one or more methods of remote communication, whether the meetings are held at a designated place, by remote communication, or at a designated place and by remote communication. The board may adopt guidelines and procedures that apply to participation in shareholder meetings by remote communication and that the board considers appropriate. The board may limit participation to specified locations or means of communication. A shareholder participating in a meeting by remote communication permitted by the board is considered to be present in person at the meeting.




Sec. 10.06.421. Corporation's acceptance of certain documents.
 (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the document and give it effect as the act of the shareholder.

 (b) If the name signed on a document does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the document and give it effect as the act of the shareholder if
     (1) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

     (2) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the document;

     (3) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the document;

     (4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation or the signatory's authority to sign for the shareholder has been presented with respect to the document; or

     (5) two or more persons are the shareholder as cotenants or fiduciaries, the name signed purports to be the name of at least one of the coowners, and the person signing appears to be acting on behalf of all the coowners.

 (c) The corporation is entitled to reject a document if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis to doubt the validity of the signature on the document or the signatory's authority to sign for the shareholder.

 (d) The corporation and its officer or agent who accepts or rejects a document in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

 (e) Corporate action based on the acceptance or rejection of a document under this section is valid unless a court of competent jurisdiction determines otherwise.

 (f) In this section, "document" means vote, consent, waiver, or proxy appointment.




Sec. 10.06.423. Actions taken without meeting: written consent; revocation of consent.
 (a) Unless prohibited by the articles or the bylaws, whenever under this chapter shareholders are required or permitted to take action by vote, the action may be taken without a meeting by written consents, identical in content, setting out the action taken, signed by the holders of all outstanding shares entitled to vote on the action.

 (b) A shareholder giving a written consent, or the shareholder's proxy holder, or a transferee of the shares or a personal representative or proxy holder of the shareholder, may only revoke the consent by a writing received by the corporation before the time that written consents of the shares required to authorize the proposed action have been filed with the secretary of the corporation. The revocation is effective upon receipt by the secretary of the corporation.




Sec. 10.06.424. Shareholder agreements.
 (a) The shareholders of a corporation may enter into an agreement among all the shareholders to impose restrictions on the transfer or registration of shares of the corporation to
     (1) maintain the corporation's status, including election of S corporation status under 26 U.S.C. (Internal Revenue Code), when the status depends on the number or identity of its shareholders; in this paragraph, "S corporation" has the meaning given in 26 U.S.C. 1361;

     (2) preserve exemptions under federal or state securities laws;

     (3) ensure that shareholders will be able to control who may participate in the corporation's business;

     (4) ensure that shareholders who wish to retire will be able to liquidate their investments without disrupting corporate affairs;

     (5) ensure that estates of deceased shareholders will be able to liquidate the decedents' shares in the corporation;

     (6) obligate the shareholder first to offer to the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;

     (7) obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;

     (8) require the corporation, the holder of any class of its shares, or another person, to approve the transfer of restricted shares, if the requirement is not manifestly unreasonable; and

     (9) accomplish another reasonable purpose.

 (b) The shareholders of a corporation may enter into an agreement among all of the shareholders to provide for the selection of directors and officers.

 (c) The existence of a shareholders' agreement that is consistent with this section shall be noted conspicuously on the front or back of each stock certificate together with a statement indicating that the agreement, or a copy of the agreement, is on file at the principal office of the corporation and that the corporation will allow inspection of the agreement or furnish a copy of the agreement without charge. If the share has been issued under AS 10.06.349 without a certificate, a statement that discloses the existence of the shareholders' agreement shall be sent within a reasonable time to the shareholder.

 (d) Shares issued before compliance with (c) of this section, if acquired by a person without knowledge of the shareholders' agreement, are not subject to the shareholders' agreement.

 (e) A shareholders' agreement may not alter or waive AS 10.06.350, 10.06.358, 10.06.360, 10.06.430, 10.06.438, 10.06.544, 10.06.570, 10.06.633, 10.06.648, or 10.06.653.

 (f) In this section, "shares" includes a security that is convertible into shares or that carries a right to subscribe for or acquire shares.




Sec. 10.06.425. Voting trusts and agreements among shareholders.
 (a) Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a copy of the agreement with the corporation at its registered office, and by transferring their shares to the trustee or trustees for the purpose of the agreement. The trustee or trustees shall keep a record of the holders of voting trust certificates evidencing a beneficial interest in the voting trust, giving the names and addresses of all the holders and the number and class of the shares for which the voting trust certificates are issued, and shall deposit a copy of the record with the corporation at its registered office. The copies of the voting trust agreement and the record deposited with the corporation are subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation under AS 10.06.430, and the copies of the agreement and the record are subject to examination by a holder of record of voting trust certificates, either in person or by agent or attorney, at a reasonable time for a proper purpose. This subsection does not invalidate an irrevocable proxy complying with AS 10.06.418(e).

 (b) Shareholders may enter into a voting agreement or any other agreement if the agreement is consistent with this chapter.




Sec. 10.06.428. Shareholders' preemptive rights.
 (a) Except to the extent limited or denied by this section or by the articles of incorporation, shareholders have a preemptive right to acquire unissued shares or securities convertible into such shares or carrying a right to subscribe to or acquire shares.

 (b) Unless otherwise provided in the articles of incorporation,
     (1) there is no preemptive right
          (A) to acquire any shares issued to directors, officers, or employees if approved by the outstanding shares or if authorized by and consistent with a plan previously approved by the outstanding shares; or

          (B) to acquire shares sold for consideration other than for cash;

     (2) holders of shares of a class that is preferred or limited as to dividends or assets are not entitled to a preemptive right;

     (3) holders of shares of common stock are not entitled to a preemptive right to shares of a class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock;

     (4) holders of common stock without voting power are not entitled to a preemptive right to shares of common stock with voting power;

     (5) a preemptive right is only an opportunity to acquire shares or other securities under the terms and conditions as the board may fix for the purpose of providing a fair and reasonable opportunity for the exercise of the preemptive right.




Sec. 10.06.430. Books and records.
 (a) A corporation organized under this chapter shall keep correct and complete books and records of account, minutes of proceedings of its shareholders, board, and committees of the board, and a record of its shareholders, containing the names and addresses of all shareholders and the number and class of the shares held by each. The books and records of account, minutes, and the record of shareholders may be in written form or in any other form capable of being converted into written form within a reasonable time.

 (b) A corporation organized under this chapter shall make its books and records of account, or certified copies of them, reasonably available for inspection and copying at the registered office or principal place of business in the state by a shareholder of the corporation. Shareholder inspection shall be upon written demand stating with reasonable particularity the purpose of the inspection. The inspection may be in person or by agent or attorney, at a reasonable time and for a proper purpose. Only books and records of account, minutes, and the record of shareholders directly connected to the stated purpose of the inspection may be inspected or copied.

 (c) An officer or agent who, or a corporation that, refuses to allow a shareholder, or the agent or attorney of the shareholder, to examine and make copies from its books and records of account, minutes, and record of shareholders, for a proper purpose, is liable to the shareholder for a penalty in the amount of 10 percent of the value of the shares owned by the shareholder or $5,000, whichever is greater, in addition to other damages or remedy given the shareholder by law. It is a defense to an action for penalties under this section that the person suing has within two years sold or offered for sale a list of shareholders of the corporation or any other corporation or has aided or abetted a person in procuring a list of shareholders for this purpose, or has improperly used information secured through a prior examination of the books and records of account, minutes, or record of shareholders of the corporation or any other corporation, or was not acting in good faith or for a proper purpose in making the person's demand.

 (d) Nothing in this chapter impairs the power of a court, upon proof by a shareholder of a demand properly made and for a proper purpose, to compel the production for examination by the shareholder of the books and records of account, minutes, and record of shareholders of a corporation.




Sec. 10.06.433. Annual report to shareholders; content; financial statement on request.
 (a) The board shall send an annual report to the shareholders not later than 180 days after the close of the fiscal year or the date on which notice of the annual meeting in the next fiscal year is sent under AS 10.06.410, whichever is first. A corporation with less than 100 holders of record of its shares, as determined under AS 10.06.408, is exempt from this annual requirement unless its articles or bylaws impose the requirement. The annual report must contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by a report on the fiscal year by independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

 (b) In addition to the financial statement required by (a) of this section, unless a corporation has a nonexempt class of securities registered under 15 U.S.C. 78l (Securities Exchange Act of 1934) or files reports under 43 U.S.C. 1606(c), 1607(c), and 1625 (Alaska Native Claims Settlement Act), the annual report of a corporation having 100 or more holders of record of its shares must also briefly describe
     (1) all transactions, excluding compensation of officers and directors, during the previous fiscal year involving an amount in excess of $40,000, other than contracts let at competitive bid or services rendered at prices regulated by law, to which the corporation or its parent or subsidiary was a party, and in which a director or officer of the corporation or of a subsidiary or, if known to the corporation, its parent, or subsidiary, a holder of more than 10 percent of the outstanding voting shares of the corporation had a direct or indirect material interest; the report must include the name of the person, the person's relationship to the corporation, the nature of the person's interest in the transaction and, if practicable, the amount of the interest; in the case of a transaction with a partnership of which the person is a partner, only the interest of the partnership need be stated; a report is not required in the case of transactions approved by the shareholders under AS 10.06.478;

     (2) the amount and circumstances of indemnifications or advances aggregating more than $10,000 paid during the fiscal year to an officer or director of the corporation under AS 10.06.490; a report is not required in the case of indemnification approved by the shareholders under AS 10.06.490(d)(3).

 (c) A shareholder or shareholders holding at least five percent of the outstanding shares of a class of a corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month, or nine-month period of the current fiscal year ended more than 30 days before the date of the request and a balance sheet of the corporation as of the end of the period and, in addition, if an annual report for the last fiscal year has not been sent to shareholders, the statements required by (a) of this section for the last fiscal year. The statement shall be delivered or mailed to the person making the request within 30 days of the request. A copy of the statements shall be kept on file in the principal office of the corporation for 12 months and they shall be exhibited at all reasonable times to a shareholder demanding an examination of the statements or a copy of the statements shall be mailed to that shareholder.

 (d) A corporation shall, upon the written request of a shareholder, mail to the shareholder a copy of the last annual, semiannual, or quarterly income statement that it has prepared and a balance sheet as of the end of the period.

 (e) The quarterly income statements and balance sheets referred to in this section shall be accompanied by any report on those statements by independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

 (f) A corporation that neglects, fails, or refuses to prepare or submit the financial statements required by this section is subject to a penalty of $25 for each day that the failure or refusal continues, beginning 30 days after receipt of written request that the duty be performed from one entitled to make the request, up to a maximum of $1,500. The penalty shall be paid to the shareholder or shareholders jointly making the request for performance of the duty or duties imposed by this section. In addition to this penalty, the court may enforce the duty of making and mailing or delivering the information and financial statements required by this section and, for good cause shown, may extend the time limits under this section.

 (g) This section applies to a domestic corporation and a foreign corporation having its principal executive office in this state or customarily holding meetings of its board in this state.

 (h) A corporation may deliver the annual report required under (a) of this section
     (1) by mail;

     (2) in person; or

     (3) by electronic transmission, or by a posting on an electronic network together with a separate notice of the specific posting to the shareholder, if the corporation has received a writing or an electronic transmission from the shareholder that includes information demonstrating that the shareholder authorized the electronic transmission and delivery of annual reports by electronic transmission or electronic posting.




Sec. 10.06.435. Shareholders' derivative action.
 (a) An action may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by a holder of shares of the corporation, of voting trust certificates of the corporation, or of a beneficial interest in shares of the corporation.

 (b) In a derivative action, the complaint shall be verified and must allege that the plaintiff was a shareholder, of record or beneficially, or the holder of voting trust certificates at the time or during any part of the transaction of which the plaintiff complains or that the plaintiff 's shares or voting trust certificates devolved upon the plaintiff by operation of law from a holder who was a holder at the time or during any part of the transaction complained of. A shareholder who does not meet the requirements of this section may be allowed in the discretion of the court to maintain the action on a preliminary showing to and determination by the court, by motion and after a hearing at which the court considers evidence, by affidavit or testimony, as it considers material, that
     (1) there is a strong prima facie case in favor of the claim asserted on behalf of the corporation;

     (2) no other similar action has been or is likely to be instituted;

     (3) the plaintiff acquired the shares before there was disclosure to the public or to the plaintiff of the wrongdoing of which the plaintiff complains;

     (4) unless the action can be maintained the defendant may retain a gain derived from the defendant's wilful breach of a fiduciary duty; and

     (5) the requested relief will not result in unjust enrichment of the corporation or a shareholder of the corporation.

 (c) Unless excused on grounds that a majority of the directors is implicated in or under the direct or indirect control of a person who is implicated in the injury to the corporation, before an action in the right of a domestic or foreign corporation is instituted a plaintiff who has standing under (b) of this section shall make a formal demand upon the board to secure the action the plaintiff desires.

 (d) If a shareholder fails to make a formal demand under (c) of this section the complaint shall state with particularity the facts establishing excuse under (c) of this section. In a motion to dismiss for failure to make demand on the board the shareholder shall have the burden to establish excuse.

 (e) In a case in which demand on the board is made under (c) of this section, a decision by the board that, in its business judgment, the litigation would not be in the best interest of the corporation terminates the right created by (a) of this section.

 (f) In a case in which demand on the board is excused under (c) of this section or the decision of the board under (e) of this section is rejected by the court as inconsistent with the directors' duties of care and loyalty to the corporation, a plaintiff who has standing under (b) of this section shall have the right to commence or continue the action created by (a) of this section. Notwithstanding (c) or (e) of this section, disinterested, noninvolved directors acting as the board or a duly charged board committee may petition the court to dismiss the plaintiff 's action on grounds that in their independent, informed business judgment the action is not in the best interests of the corporation. The petitioners shall have the burden of establishing to the satisfaction of the court their disinterest, independence from any direct or indirect control of defendants in the action, and the informed basis on which they have exercised their asserted business judgment. If the court is satisfied that the petitioners are disinterested, independent, and informed it shall then exercise an independent appraisal of the plaintiff 's action to determine whether, considering the welfare of the corporation and relevant issues of public policy, it should dismiss the action.

 (g) A shareholder action otherwise in conformity with this section may not be dismissed because the alleged injury or wrong to the corporation has been ratified by the outstanding shares. A court may consider the fact of ratification in framing any order for relief to which it considers the corporation entitled.

 (h) In an action instituted or maintained in the right of a corporation by the holder or holders of record of less than five percent of the outstanding shares of any class of the corporation or of voting trust certificates for these shares, the corporation in whose right the action is brought or the defendants may at any time before final judgment move the court to require the plaintiff to give security for the reasonable expense, including attorney fees, that may be incurred by the moving party. The amount of the security may be increased or decreased from time to time in the discretion of the court upon a showing that the security has become inadequate or excessive. The corporation or other defendants may have recourse to the security in an amount as the court may determine upon the termination of the derivative action, whether or not the court finds the action was brought without reasonable cause.

 (i) A derivative action may not be discontinued, abandoned, compromised, or settled without the approval of the court having jurisdiction of the action. If the court determines that the interests of the shareholders or any class or classes of shareholders will be substantially affected by a discontinuance, abandonment, compromise, or settlement, the court in its discretion may direct that notice, by publication or otherwise, shall be given to the shareholders or class or classes of shareholders whose interests will be affected. If the court directs notice to be given, it shall determine which of the parties to the action shall bear the expense of giving the notice in an amount the court determines to be reasonable in the circumstances. The amount shall be awarded as special costs of the action.

 (j) If the derivative action is successful, in whole or in part, or if anything is received as a result of the judgment, compromise, or settlement of that action, the court may award to the plaintiff or plaintiffs reasonable expenses, including reasonable attorney fees, and shall direct an accounting to the corporation for the remainder of the proceeds. This subsection does not apply to a judgment rendered only for the benefit of injured shareholders and limited to a recovery of the loss or damage sustained by them.




Sec. 10.06.438. Liability of shareholders, subscribers, and others arising out of shares.
 (a) A holder of or subscriber to shares of a corporation is under no obligation to the corporation or its creditors as holder or subscriber with respect to the shares other than the obligation to pay the corporation the full consideration for which the shares were issued or to be issued.

 (b) An assignee or transferee of shares, or of a subscription for shares, in good faith and without knowledge or notice that the full consideration has not been paid, is not personally liable to the corporation or its creditors for any unpaid portion of the consideration.

 (c) An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver is not personally liable to the corporation or its creditors for any unpaid portion of the consideration.

 (d) A pledgee or other holder of shares as collateral security is not personally liable as a shareholder.




Article 6. Directors, Officers, Employees, and Agents.
Sec. 10.06.450. Board of directors; duty of care; right of inspection; dissent.
 (a) All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, a board of directors except as may be otherwise provided in this chapter. If a provision is made under AS 10.06.468 or in the articles, the powers, duties, privileges, and liabilities conferred or imposed upon the board by this chapter shall be exercised, performed, extended, and assumed to the extent and by the person or persons to whom they are delegated as provided in AS 10.06.468 or in the articles. Directors need not be residents of this state or shareholders of the corporation unless required by the articles or bylaws. The articles or bylaws may prescribe other qualifications for directors. The board may fix the compensation of directors unless otherwise provided in the articles.

 (b) A director shall perform the duties of a director, including duties as a member of a committee of the board on which the director may serve, in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Except as provided in (c) of this section, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by
     (1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

     (2) counsel, public accountants, or other persons as to matters that the director reasonably believes to be within the person's professional or expert competence; or

     (3) a committee of the board upon which the director does not serve, designated in accordance with a provision of the articles or the bylaws, as to matters within the authority of the committee if the director reasonably believes the committee to merit confidence.

 (c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by (b) of this section unwarranted.

 (d) A director has the absolute right at a reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation or a domestic or foreign subsidiary of the corporation. Inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts. This section applies to a director of a foreign corporation having its principal executive office in this state or customarily holding meetings of its board in this state.

 (e) A director of a corporation who is present at a meeting of its board at which action on a corporate matter is taken is presumed to have assented to the action taken unless the director's dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the secretary of the meeting before adjournment or forwards the dissent by certified mail to the secretary of the corporation immediately after adjournment. The right to dissent does not apply to a director who voted in favor of the action.




Sec. 10.06.453. Number, election, and tenure of directors; initial directors.
 (a) The board of directors shall consist of one or more members. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the articles fix the number of directors, in which case a change in the number of directors shall be made only by amendment of the articles. If the number of directors is not otherwise set, the number of directors is three.

 (b) Except as otherwise provided in AS 10.06.230 and this section, the number of directors may be increased or decreased by amendment of the articles or the bylaws or by action of the board or the shareholders under the specific provisions of an article or a bylaw adopted by approval of the outstanding shares. A change in the number of directors, including by amendment of the articles, is subject to the following limitations:
     (1) if the board is authorized by the articles or the bylaws to change the number of directors, whether by amending the bylaws or by taking action under the specific provision of an article or a bylaw adopted by approval of the outstanding shares, the amendment or action shall require the vote of a majority of the entire board;

     (2) a decrease in the number of directors may not shorten the term of an incumbent director.

 (c) The articles may provide for the election of one or more directors by the holders of the shares of a class or series voting as a class or series.

 (d) The names and addresses of the members of the first board may be stated in the articles. The members of the first board hold office until the first annual meeting of shareholders, and until their successors have been elected and qualified.

 (e) At the first annual meeting of shareholders and at each subsequent annual meeting the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in the case of the classification of directors as permitted by AS 10.06.455. A director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.




Sec. 10.06.455. Classification of directors.
 (a) If the board consists of three or more members, the articles of incorporation may provide that instead of electing all the directors annually the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, with the term of office of directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after the classification the number of directors equal to the number of the class whose term expires at the time of the meeting shall be elected to hold office until the second succeeding annual meeting if there are two classes, or until the third succeeding annual meeting if there are three classes. A classification of directors is not effective before the first annual meeting of shareholders.

 (b) Unless cumulative voting rights under AS 10.06.420(d) have been eliminated by the articles of incorporation, an amendment of the articles that would establish or require classification of the board under (a) of this section may not be adopted if the votes cast against the amendment would be sufficient to elect a director if voted cumulatively at an election of the entire board.




Sec. 10.06.458. Declaration of board vacancy where director of unsound mind.
The board may declare vacant the office of a director who has been declared of unsound mind by a court order.


Sec. 10.06.460. Removal of director without cause.
 (a) At a regular or special meeting for which notice is given under AS 10.06.410 and this section, any or all of the directors may be removed without reason if the removal is approved by the outstanding shares, subject to the following:
     (1) in the case of a corporation with 500 or more holders of record entitled to vote on the removal and election of directors, as determined under AS 10.06.408, written or printed notice of intention to seek removal under this section shall be delivered either personally or by mail to each shareholder of record entitled to vote at the meeting and if notice of intention to seek removal under this section is
          (A) delivered to the president or secretary of the corporation at least 75 days before the date of the annual meeting it shall be included on the notice stating the place, day, and hour of the annual meeting without cost to the shareholder seeking removal; or

          (B) not timely under (A) of this paragraph the shareholder seeking removal may, at the expense of that shareholder, deliver either personally or by mail the notice required by (1) of this subsection at any time up to 20 days before the date set for the annual meeting; if mailed, notice is considered delivered when deposited with postage prepaid in the United States mail addressed to the shareholder at the address appearing on the stock transfer books of the corporation;

     (2) unless cumulative voting rights under AS 10.06.420(d) have been eliminated by the articles of incorporation, a director may not be removed, unless the entire board is removed, if the votes cast against removal would be sufficient to elect a director if voted cumulatively at an election at which the same total number of votes were cast; and

     (3) if by provision in the articles of incorporation the holders of the shares of a class or series, voting as a class or series, are entitled to elect one or more directors, a director elected in that manner may be removed only by the applicable vote of the holders of the shares of that class or series.

 (b) Except as provided in this section and AS 10.06.458, 10.06.463, and 10.06.465(c), a director may not be removed before the expiration of the term of office of the director.




Sec. 10.06.463. Removal of director by superior court.
The superior court may, at the suit of the board or the shareholders holding at least 10 percent of the number of outstanding shares of any class, remove from office a director for fraudulent or dishonest acts, gross neglect of duty, or gross abuse of authority or discretion with reference to the corporation and may bar from reelection a director removed in that manner for a period prescribed by the court. The corporation shall be made a party to the suit.


Sec. 10.06.465. Vacancies and resignation; special meeting of shareholders.
 (a) Unless otherwise provided in the articles or bylaws of the corporation and except for a vacancy created by the removal of a director, vacancies on the board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director. Unless the articles or a bylaw adopted with approval of the outstanding shares provide that the board may fill vacancies occurring in the board by reason of removal of directors, the vacancies may be filled only by approval of the shareholders.

 (b) The shareholders may elect a director to fill a vacancy not filled by the directors. An election by written consent to fill a vacancy requires the consent of a majority of the outstanding shares entitled to vote.

 (c) If, after the filling of a vacancy by the directors, the directors who have been elected by the shareholders constitute less than a majority of the directors, a holder or holders of an aggregate of 10 percent or more of the shares outstanding at the time may call a special meeting of shareholders under AS 10.06.405 to elect the entire board. The term of office of a director terminates upon the election and qualification of a successor.

 (d) Notwithstanding AS 10.06.453(e), a director may resign effective upon giving written notice to the chairman of the board, the president, the secretary, or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.




Sec. 10.06.468. Executive and other board committees.
 (a) If authorized by the articles or the bylaws of the corporation, the board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees of the board. Unless the number of directors fixed in accordance with AS 10.06.453 is less than three, each committee shall have at least two members, who serve at the pleasure of the board of directors. Each committee, to the extent provided in the resolution or the articles or bylaws of the corporation, has the authority of the board, except that a committee may not
     (1) declare dividends or distributions;

     (2) approve or recommend to shareholders actions or proposals required by this chapter to be approved by shareholders;

     (3) designate candidates for the office of director, for purposes of proxy solicitation or otherwise, or fill vacancies on the board or any committee of the board;

     (4) amend the bylaws;

     (5) approve a plan or merger not requiring shareholder approval;

     (6) capitalize retained earnings;

     (7) authorize or approve the reacquisition of shares unless under a general formula or method specified by the board;

     (8) authorize or approve the issuance or sale of, or a contract to issue or sell, shares or designate the terms of a series of a class of shares, unless the board, having acted regarding general authorization for the issuance or sale of shares, a contract to issue or sell, or the designation of a series, authorizes a committee, under a general formula or method specified by the board by resolution or by adoption of a stock option or other plan, to fix the terms of a contract for the sale of the shares and to fix the terms upon which the shares may be issued or sold, including, without limitation, the price, the dividend rate, provisions for redemption, sinking funds, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in the committee to adopt a final resolution setting out all the terms of a series for filing with the commissioner under this chapter; or

     (9) authorize, approve, or ratify contracts or other transactions between the corporation and one or more of its directors, or between the corporation and a corporation, firm, or association in which one or more of its directors has a material financial interest under AS 10.06.478.

 (b) The designation of a committee, the delegation to the committee of authority, or action by the committee under that authority does not alone constitute compliance by a member of the board or the committee in question with the responsibility to act in good faith, in a manner the member reasonably believes to be in the best interests of the corporation, and with the care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.




Sec. 10.06.470. Meetings: call, place, notice, and waiver.
 (a) A regular or special meeting of the board or a committee of the board may be called by the chair of the board, the president, a vice-president, the secretary, or a director and may be held at any place designated under the bylaws inside or outside the state, by remote communication, or at a designated place inside or outside the state and by remote communication. A member of the board or of a committee of the board participating in a meeting by remote communication is considered to be present in person at the meeting for the purposes of reaching a quorum under AS 10.06.473 and for voting at the meeting.

 (b) A regular meeting of the board or a committee designated by the board may be held without notice if the time and place of the meeting is fixed by the bylaws or the board. A special meeting of the board or a committee designated by the board shall be held as provided in the bylaws or, in the absence of bylaw provision, after either notice in writing sent 10 days before the meeting or notice by electronic means, personal messenger, or comparable person-to-person communication given at least 72 hours before the meeting. Unless otherwise provided in the bylaws the notice of a special meeting shall include disclosure of the business to be transacted and the purpose of the meeting.

 (c) Notice of a meeting need not be given to a director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting before the meeting or at its commencement the lack of notice.




Sec. 10.06.473. Quorum of directors.
 (a) A majority of the number of directors fixed by the articles or bylaws of a corporation constitutes a quorum for the transaction of business unless a greater number is required by the articles or bylaws. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by the articles or the bylaws.

 (b) The provisions of this section apply with equal force to committees of the board established under AS 10.06.468 and action by committees.




Sec. 10.06.475. Alternative meeting arrangements; informal action by directors.
 (a) Unless prohibited by the articles or bylaws of the corporation, the board of a corporation or a committee designated by the board can validly conduct a meeting by communicating simultaneously with each other by means of conference telephones or similar communications equipment.

 (b) Unless prohibited by the articles or bylaws of the corporation, action required or permitted to be taken by the board or a committee designated by the board may be taken without a meeting on written consents, identical in content, setting out the action taken and signed by all the members of the board or the committee. The written consents shall be filed with the minutes. The consents have the same effect as a unanimous vote.




Sec. 10.06.478. Director conflicts of interest.
 (a) A contract or other transaction between a corporation and one or more of the directors of the corporation, or between a corporation and a corporation, firm, or association in which one or more of the directors of the corporation has a material financial interest, is neither void nor voidable because the director or directors or the other corporation, firm, or association are parties or because the director or directors are present at the meeting of the board that authorizes, approves, or ratifies the contract or transaction, if the material facts as to the transaction and as to the director's interest are fully disclosed or known to the
     (1) shareholders and the contract or transaction is approved by the shareholders in good faith, with the shares owned by the interested director or directors not being entitled to vote; or

     (2) board, and the board authorizes, approves, or ratifies the contract or transaction in good faith by a sufficient vote without counting the vote of the interested director or directors, and the person asserting the validity of the contract or transaction sustains the burden of proving that the contract or transaction was just and reasonable as to the corporation at the time it was authorized, approved, or ratified.

 (b) A common directorship does not alone constitute a material financial interest within the meaning of this section. A director is not interested within the meaning of this section in a resolution fixing the compensation of another director as a director, officer, or employee of the corporation, notwithstanding the fact that the first director is also receiving compensation from the corporation.

 (c) A contract or other transaction between a corporation and a corporation or association of which one or more directors of the corporation are directors is neither void nor voidable because the director or directors are present at the meeting of the board that authorizes, approves, or ratifies the contract or transaction, if the material facts of the transaction and the director's other directorship are fully disclosed or known to the board and the board authorizes, approves, or ratifies the contract or transaction in good faith by a sufficient vote without counting the vote of the common director or directors or the contract or transaction is approved by the shareholders in good faith. This subsection does not apply to contracts or transactions covered by (a) of this section.

 (d) Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board that authorizes, approves, or ratifies a contract or transaction.

 (e) Nothing in this section affects the prohibitions or restraints imposed by AS 45.50.




Sec. 10.06.480. Liability of directors and contributions from shareholders and other directors.
 (a) In addition to other liabilities, a director is liable in the following circumstances unless the director complies with the standard provided in AS 10.06.450(b) for the performance of the duties of directors:
     (1) a director who votes for or assents to a distribution to the corporation's shareholders contrary to the provisions of AS 10.06.358, 10.06.360, 10.06.363, or 10.06.365 or contrary to a restriction in the articles of incorporation is liable to the corporation, jointly and severally with all other directors voting for or assenting to the distribution, for the amount of the distribution that is paid or the value of the assets that are distributed in excess of the amount of the distribution that could have been paid or distributed without violation of AS 10.06.305 - 10.06.390 or the restrictions of the articles of incorporation;

     (2) a director who votes for or assents to a distribution to the corporation's shareholders during the liquidation of the corporation without the payment and discharge of, or making adequate provision for, all known debts, obligations, and liabilities of the corporation is liable to the corporation, jointly and severally with all other directors voting for or assenting to distribution, for the value of the assets that are distributed, to the extent that the debts, obligations, and liabilities of the corporation are not thereafter paid and discharged;

     (3) a director who votes for or assents to a loan of assets of the corporation to an officer or employee or a loan secured by the corporation's shares contrary to the provisions of AS 10.06.485 or contrary to a restriction in the articles of incorporation is liable to the corporation, jointly and severally with all other directors voting for or assenting to the loan, for the amount of the loan that is in excess of a loan that could have been extended without a violation of AS 10.06.485 or the restriction in the articles of incorporation.

 (b) A director against whom a claim is asserted under this section for the distribution of assets of the corporation is entitled to contribution from shareholders who accepted or received the assets, knowing the distribution to have been made in violation of this chapter, in proportion to the amounts received by them. A director against whom a claim is asserted under this section for the extension of a loan is entitled to contribution from the person receiving the loan.

 (c) A director against whom a claim is asserted under this section is entitled to contribution from other directors who voted for or assented to the action upon which the claim is asserted.




Sec. 10.06.483. Officers; tenure, resignation, authority, and duties.
 (a) A corporation shall have a president, a secretary, a treasurer, and other officers with titles and duties as stated in the bylaws of the corporation or determined by the board and as may be necessary to enable the corporation to sign instruments and share certificates. Any two or more offices may be held by the same person, except the offices of president and secretary. When all of the issued and outstanding stock of the corporation is owned by one person, the person may hold all or any combination of offices.

 (b) Except as otherwise provided in the articles or bylaws of the corporation, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under a contract of employment. An officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under a contract to which the officer is a party.

 (c) All officers as between themselves and the corporation have the authority and shall perform the duties in the management of the corporation as provided in the bylaws of the corporation or, to the extent not provided in the bylaws, as provided by the board.

 (d) Subject to the provisions of AS 10.06.020, a note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing, and an assignment or endorsement of these, executed or entered into between the corporation and another person, if signed by two individuals, one of whom is the chairman of the board, the president, or a vice-president and the other of whom is the secretary, an assistant secretary, the treasurer, or an assistant treasurer of the corporation, is not invalidated as to the corporation by a lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the instrument.

 (e) An officer shall perform the duties of the office in good faith and with that degree of care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Except as provided in (f) of this section, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data in each case prepared or presented by legal counsel or public accountants.

 (f) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by (e) of this section unwarranted.




Sec. 10.06.485. Loans to directors, officers, and employees.
 (a) A loan may not be extended to an officer or employee without authorization by the board. A loan may not be extended to a director without the approval of two-thirds of the voting shares. An employee or officer who is also a director is considered a director for purposes of this section. A shareholder is not disqualified from voting on a loan to a shareholder as a director because of personal interest.

 (b) A loan to a director, officer, or employee and a loan secured by the shares of the corporation may not be made unless the loan would be permissible as a distribution under AS 10.06.358 - 10.06.365. A loan under this subsection impairs the retained earnings or paid-in capital accounts to the extent of the loan.

 (c) For purposes of this section, a loan may consist of cash, securities, or personal or real property.

 (d) If a corporation acts as a guarantor on a loan to a director, officer, or employee, the guarantee is treated as a loan under this section.

 (e) A director, officer, or employee of an affiliate corporation is a director, officer, or employee of the lending corporation for purposes of this section.

 (f) A loan is to be judged by the duties of directors and officers to act in good faith in a manner reasonably believed to be in the best interests of the corporation and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances.




Sec. 10.06.490. Indemnification of officers, directors, employees, and agents; insurance.
 (a) A corporation may indemnify a person who was, is, or is threatened to be made a party to a completed, pending, or threatened action or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Indemnification may include reimbursement of expenses, attorney fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe the conduct was unlawful. The termination of an action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, the person had reasonable cause to believe that the conduct was unlawful.

 (b) A corporation may indemnify a person who was, is, or is threatened to be made a party to a completed, pending, or threatened action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Indemnification may include reimbursement for expenses and attorney fees actually and reasonably incurred by the person in connection with the defense or settlement of the action if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made in respect of any claim, issue, or matter as to which the person has been adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation except to the extent that the court in which the action was brought determines upon application that, despite the adjudication of liability, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses that the court considers proper.

 (c) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of an action or proceeding referred to in (a) or (b) of this section, or in defense of a claim, issue, or matter in the action or proceeding, the director, officer, employee, or agent shall be indemnified against expenses and attorney fees actually and reasonably incurred in connection with the defense.

 (d) Unless otherwise ordered by a court, indemnification under (a) or (b) of this section may only be made by a corporation upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because the director, officer, employee, or agent has met the applicable standard of conduct set out in (a) and (b) of this section. The determination shall be made by
     (1) the board by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding;

     (2) independent legal counsel in a written opinion if a quorum under (1) of this subsection is
          (A) not obtainable; or

          (B) obtainable but a majority of disinterested directors so directs; or

     (3) approval of the outstanding shares.

 (e) The corporation may pay or reimburse the reasonable expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition in the manner provided in (d) of this section if
     (1) in the case of a director or officer, the director or officer furnishes the corporation with a written affirmation of a good faith belief that the standard of conduct described in AS 10.06.450(b) or 10.06.483(e) has been met;

     (2) the director, officer, employee, or agent furnishes the corporation a written unlimited general undertaking, executed personally or on behalf of the individual, to repay the advance if it is ultimately determined that an applicable standard of conduct was not met; and

     (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this chapter.

 (f) The indemnification provided by this section is not exclusive of any other rights to which a person seeking indemnification may be entitled under a bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the official capacity of the person and as to action in another capacity while holding the office. The right to indemnification continues as to a person who has ceased to be a director, officer, employee, or agent, and inures to the benefit of the heirs, executors, and administrators of the person.

 (g) A corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in that capacity, or arising out of that status, whether or not the corporation has the power to indemnify the person against the liability under the provisions of this section.




Article 7. Amendments and Changes.
Sec. 10.06.502. Permitted and prohibited amendments.
 (a) By complying with the provisions of this chapter a corporation may amend its articles of incorporation from time to time and in as many respects as desired if its articles as amended contain only provisions that would be lawful to insert in original articles filed at the time of the filing of the amendment.

 (b) In particular, and without limitation upon the general power of amendment, a corporation may amend its articles of incorporation to
     (1) change its corporate name;

     (2) extend a limitation upon its period of duration;

     (3) change, enlarge, or diminish a limitation upon its corporate purpose;

     (4) increase or decrease the aggregate number of shares, or shares of a class, that the corporation has authority to issue;

     (5) exchange, classify, reclassify, or cancel all or part of its shares, whether issued or unissued;

     (6) change the designation of all or a part of its shares, whether issued or unissued, and to change the preferences, limitations, and the relative rights of all or part of its shares, whether issued or unissued;

     (7) change shares of a class, whether issued or unissued, into a different number of shares of the same class or into the same or a different number of shares of other classes;

     (8) create new classes or shares having rights and preferences either prior and superior or subordinate and inferior to the shares of a class then authorized, whether issued or unissued;

     (9) cancel or otherwise affect the right of the holders of the shares of a class to receive dividends that have accrued but have not been declared;

     (10) divide a preferred or special class of shares, whether issued or unissued, into series and fix and determine the designation of the series and the variations in the relative rights and preferences as between the shares of the series;

     (11) authorize the board to establish, out of authorized but unissued shares, series of a preferred or special class of shares and fix and determine the relative rights and preferences of the shares of the series;

     (12) authorize the board to fix and determine the relative rights and preferences of the authorized but unissued shares of series in which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences are to be changed;

     (13) revoke, diminish, or enlarge the authority of the board to establish series out of authorized but unissued shares of a preferred or special class and fix and determine the relative rights and preferences of the shares of that series; and

     (14) limit, deny, or grant to shareholders of a class the preemptive right to acquire additional shares of the corporation, whether then or thereafter authorized.

 (c) A corporation may not amend its articles of incorporation to alter a statement that may appear in the original articles of the names and addresses of the first directors, or the name and address of the initial agent, except to correct an error in the statement or to delete either after the corporation has filed a notice under AS 10.06.165 or 10.06.813.




Sec. 10.06.504. Procedure to amend articles of incorporation; application to certain elections.
 (a) A corporation shall amend its articles of incorporation in the following manner:
     (1) if shares have not been issued, the board shall adopt a resolution setting out the proposed amendment or amendments;

     (2) subject to AS 10.06.506, if shares have been issued, an amendment shall be approved by the board and the outstanding shares; approval may be initiated by the shareholders either before or after consideration by the board; if the board adopts a resolution setting out a proposed amendment, the board shall direct that the amendment be submitted to a vote at a meeting of shareholders that may be either the annual or a special meeting; if approval of the outstanding shares is obtained before action by the board, the board shall consider and either approve or reject the amendment at the next regular or special meeting;

     (3) unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more of the following amendments to the articles of incorporation without shareholder action:
          (A) to delete the names and addresses of the initial directors;

          (B) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the commissioner; or

          (C) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding.

 (b) A proposed amendment may be contained in restated articles of incorporation that contain
     (1) a statement that except for the designated amendment the restated articles correctly set out without change the provisions of the articles being amended; and

     (2) a statement that the restated articles together with the designated amendment supersede the original articles and all amendments to the original articles.

 (c) Written notice setting out the proposed amendment or amendments or a summary of the changes to be made shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders. If the amendment is to be considered at an annual meeting, the proposed amendment or summary may be included in the notice of the annual meeting.

 (d) The requirement of an affirmative vote of at least two-thirds of the shares entitled to vote for the adoption of an amendment to the articles of incorporation as provided in former AS 10.05.276 shall remain in force for corporations existing before July 1, 1989.

 (e) Notwithstanding (d) of this section, an election to be governed by the voting provisions of AS 10.06.504 - 10.06.506, may be made in the same manner as an amendment to the articles of incorporation is made under those sections. An election under this subsection requires the affirmative vote of at least two-thirds of the shares entitled to vote under former AS 10.05.276(3).




Sec. 10.06.506. Class voting on amendments.
 (a) The holders of the outstanding shares of a class may vote as a class upon a proposed amendment, whether or not the holders are entitled to vote on the amendment by the provisions of the articles of incorporation, if the amendment
     (1) increases or decreases the aggregate number of authorized shares of the class;

     (2) exchanges, reclassifies, or cancels all or part of the shares of the class;

     (3) exchanges or creates a right of exchange of all or part of the shares of another class into the shares of the class;

     (4) changes the designations, preferences, limitations, or relative rights of the shares of the class;

     (5) changes the shares of the class into the same or a different number of shares of the same class or another class;

     (6) creates a new class of shares having rights and preferences prior and superior to the shares of the class, or increases the rights and preferences or the number of authorized shares of a class having rights and preferences prior or superior to the shares of the class;

     (7) divides the shares of a preferred or special class into series and fixes and determines the designation of the series and the variations in the relative rights and preferences between the shares of the series or authorizes the board to do so;

     (8) limits or denies the existing preemptive rights of the shares of the class;

     (9) cancels or otherwise affects dividends on the shares of the class that are accrued but not declared.

 (b) If the holders of the outstanding shares of a class are entitled to vote as a class under (a) of this section, the amendment is not approved unless it receives a majority vote of the outstanding shares of that class and approval of the outstanding shares.




Sec. 10.06.508. Greater voting requirements.
If the articles of incorporation require the vote of a larger proportion or of all of the shares of a class or series, or of a larger proportion or of all the directors, than is otherwise required by this chapter, the provision in the articles requiring the greater vote may not be altered, amended, or repealed except by that greater vote unless otherwise provided in the articles.


Sec. 10.06.510. Execution and content of articles of amendment.
The articles of amendment shall be executed by the corporation by its president or vice-president and by its secretary or an assistant secretary and must set out the
     (1) name of the corporation;

     (2) amendment adopted;

     (3) date of the approval of the amendment by the board and outstanding shares, or by the board if shares have not been issued;

     (4) number of shares outstanding and the number of shares entitled to vote, and, if the shares of a class are entitled to vote as a class, the designation and number of outstanding shares of each class entitled to vote;

     (5) number of shares voted for and against the amendment and, if the shares of a class are entitled to vote as a class, the number of shares of each class voted for and against the amendment or, if shares have not been issued, a statement to that effect; and

     (6) manner in which an exchange, reclassification, or cancellation of issued shares is to be carried out if the amendment provides for an exchange, reclassification, or cancellation of issued shares and is not set out in the amendment.




Sec. 10.06.512. Filing of articles of amendment.
An original and an exact copy of the articles of amendment shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of amendment.


Sec. 10.06.514. Effective date and effect of amendment.
 (a) An amendment is effective upon the issuance of a certificate of amendment by the commissioner, or on a later date, not more than 30 days after the filing of the certificate with the commissioner, as provided in the articles of amendment.

 (b) An amendment may not affect an existing cause of action in favor of or against the corporation, or a pending suit to which the corporation is a party, or the existing rights of persons other than shareholders. If the corporate name is changed by amendment, a suit brought by or against the corporation under its former name does not abate.




Sec. 10.06.516. Restated articles of incorporation.
A domestic corporation may, by resolution adopted by the board, restate its articles of incorporation as amended up to that time. Upon the adoption of the resolution, restated articles shall be executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary and must set out all of the operative provisions of the articles as amended up to that time together with a statement that the restated articles correctly set out without change the corresponding provisions of the articles as amended up to that time and that the restated articles supersede the original articles and all amendments to them.


Sec. 10.06.518. Filing of restated articles of incorporation.
An original and an exact copy of the restated articles of incorporation shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a restated certificate of incorporation.


Sec. 10.06.520. Effect of issuance of restated certificate of incorporation.
Upon the issuance of a restated certificate of incorporation, the restated articles of incorporation become effective and supersede the original articles and all amendments.


Sec. 10.06.522. Amendment of articles of incorporation in reorganization proceedings.
 (a) If a plan of reorganization of a corporation has been confirmed by decree or order of a court in proceedings for the reorganization of the corporation under an applicable statute of the United States relating to reorganization of corporations, the articles of the corporation may be amended as necessary in the manner provided in (c) of this section, in order to carry out the plan and put it into effect, only if the articles as amended contain provisions that might be lawfully contained in original articles at the time of the making of the amendment.

 (b) In particular, and without limitation upon the general power of amendment, the articles of incorporation may be amended to
     (1) change the corporate name, period of duration, or corporate purposes of the corporation;

     (2) repeal, alter, or amend the bylaws of the corporation;

     (3) change the aggregate number of shares or shares of a class that the corporation has authority to issue;

     (4) change the preferences, limitation, and relative rights of all or part of the shares of the corporation, and classify, reclassify, or cancel all or part of the shares, whether issued or unissued;

     (5) authorize the issuance of bonds, debentures, or other obligations of the corporation, whether or not convertible into shares of a class or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of a class, and fix the terms and conditions of the bonds, debentures, or other obligations; and

     (6) constitute or reconstitute and classify or reclassify the board of the corporation, and appoint directors and officers in place of or in addition to all or any of the directors or officers then in office.

 (c) Articles of amendment approved by decree or order of a court shall be executed by the person or persons the court designates or appoints for the purpose and must set out the name of the corporation, the amendments of the articles approved by the court, the date of the decree or order approving the articles of amendment, the title of the proceedings in which the decree or order was entered, and a statement that the decree or order was entered by a court having jurisdiction of the proceedings for the reorganization of the corporation under an applicable statute of the United States.




Sec. 10.06.524. Filing of amendment of articles in reorganization proceedings.
An original and an exact copy of the articles of amendment in reorganization proceedings shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of amendment.


Sec. 10.06.526. Effective date and effect of amendment of articles in reorganization proceedings.
An amendment becomes effective upon the issuance of a certificate of amendment in reorganization proceedings, and the articles are considered to be amended without action by the directors or shareholders of the corporation and with the same effect as if the amendments had been adopted by unanimous action of the directors and shareholders of the corporation.


Article 8. Organic Change.
Sec. 10.06.530. Merger.
Two or more domestic corporations may merge into one of such corporations under a plan of merger approved in the manner provided in AS 10.06.530 - 10.06.582.


Sec. 10.06.532. Procedure for merger.
A plan of merger approved by a resolution of the board of each corporation shall be proposed setting out
     (1) the names of the corporations proposing to merge and the name of the surviving corporation into which they propose to merge;

     (2) the terms and conditions of the proposed merger;

     (3) the manner and basis of converting the shares of each merging corporation into shares or other securities or obligations of the surviving corporation;

     (4) a statement of changes in the articles of incorporation of the surviving corporation caused by the merger; and

     (5) other provisions of the merger considered necessary or desirable.




Sec. 10.06.534. Consolidation.
Two or more domestic corporations may consolidate into a new domestic corporation under a plan of consolidation approved in the manner provided in AS 10.06.530 - 10.06.582.


Sec. 10.06.536. Procedure for consolidation.
A plan of consolidation approved by a resolution of the board of each corporation shall be proposed setting out
     (1) the names of the corporations proposing to consolidate and the name of the new corporation into which they propose to consolidate;

     (2) the terms and conditions of the proposed consolidation;

     (3) the manner and basis of converting the shares of each corporation into shares or other securities or obligations of the new corporation;

     (4) the statements with respect to the new corporation required to be set out in the articles of incorporation for corporations organized under this chapter; and

     (5) other provisions of the consolidation considered necessary or desirable.




Sec. 10.06.538. Share exchange.
All of the issued or outstanding shares of one or more classes of a domestic corporation may be acquired through the exchange of all of the issued or outstanding shares of the class or classes by another domestic or foreign corporation under a plan of exchange approved in the manner provided in AS 10.06.530 - 10.06.582.


Sec. 10.06.540. Procedure for share exchange.
 (a) A plan of exchange approved by a resolution of the board of each corporation shall be proposed setting out
     (1) the name of the corporation the shares of which are proposed to be acquired by exchange and the name of the acquiring corporation;

     (2) the terms and conditions of the proposed exchange;

     (3) the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring corporation or another corporation, or, in whole or in part, for cash or other property;

     (4) other provisions of the proposed exchange considered necessary or desirable.

 (b) The procedure authorized by this section does not limit the power of a corporation to acquire all or part of the shares of any class or classes of a corporation through voluntary exchange or otherwise by agreement with the shareholders.




Sec. 10.06.542. Disparate treatment of shares of the same class or series prohibited; exceptions.
 (a) Except as provided in (b) of this section all shares of the same class or series shall be treated equally with respect to a distribution of shares, cash, property, rights, or securities in any plan of merger, consolidation, or share exchange.

 (b) Disparate treatment of shares of the same class or series may be proposed in a plan of merger, consolidation, or share exchange if
     (1) disparate treatment is necessary to preserve a subchapter S election under the Internal Revenue Code of 1954;

     (2) there is a sound business reason for disparate treatment and proponents of the plan prove it is consistent with fiduciary duties owed to all shareholders; or

     (3) there is unanimous consent of all shareholders.




Sec. 10.06.544. Notice to and approval by shareholders.
Upon approval by the board of each corporation of a plan of merger, consolidation, or exchange, each board shall, by resolution, direct that the plan be submitted for approval, at either an annual or special meeting, by the outstanding shares of each corporation. Written notice shall be given to each shareholder of record, whether or not the share or shares of the shareholder have voting rights under the articles of the corporation, not less than 20 days before the meeting, in the manner provided in this chapter for the giving of notice of meetings of shareholders. Whether the meeting is an annual or special meeting, the notice shall state that the purpose or one of the purposes of the meeting is to consider the proposed plan of merger, consolidation, or exchange. A copy or summary of the plan of merger, consolidation, or exchange, as well as a copy of AS 10.06.574 and 10.06.576, concerning the rights of a dissenting shareholder, shall be included with the notice.


Sec. 10.06.546. Manner of approval by shareholders.
At each meeting for which notice is given under AS 10.06.544 a vote of the shareholders shall be taken on the proposed plan of merger, consolidation, or exchange. Each outstanding share of each corporation may vote on the proposed plan whether or not the share has voting rights under the articles of the corporation. The plan is approved if it receives the affirmative vote of at least two-thirds of the outstanding shares of each corporation. If a class of shares of a corporation is entitled to vote on the plan as a class, the plan is approved if it receives the affirmative vote of at least two-thirds of the outstanding shares of each class of shares entitled to vote on the plan as a class and the affirmative vote of at least two-thirds of the total shares entitled to vote on the plan. A class of shares of a corporation is entitled to vote as a class if a plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would entitle the class of shares to vote as a class and, in the case of an exchange, if the class is included in the exchange.


Sec. 10.06.548. Abandonment of plan of merger, consolidation, or exchange.
After approval of the outstanding shares of each corporation under AS 10.06.546 and before the filing of the articles of merger, consolidation, or exchange, the merger, consolidation, or exchange may be abandoned under provisions set out in the plan.


Sec. 10.06.550. Execution and contents of articles of merger, consolidation, or exchange.
After approval, articles of merger, articles of consolidation, or articles of exchange shall be executed by each corporation by its president or a vice-president and by its secretary or an assistant secretary, and must set out the
     (1) plan of merger, consolidation, or exchange;

     (2) number of shares outstanding of each corporation and, if the shares of a class were entitled to vote as a class, the designation and number of outstanding shares of the class; and

     (3) number of shares voted for and against the plan and, if the shares of a class were entitled to vote as a class, the number of shares of the class voted for and against the plan.




Sec. 10.06.552. Filing of articles of merger, consolidation, or exchange.
An original and an exact copy of the articles of merger, consolidation, or exchange shall be delivered to the commissioner for processing according to AS 10.06.910 and for the issuance of a certificate of merger, consolidation, or exchange.


Sec. 10.06.554. Merger of subsidiary corporation.
A corporation owning at least 90 percent of the outstanding shares of each class of another corporation may merge the other corporation into itself without approval by a vote of the shareholders of either corporation.


Sec. 10.06.556. Procedure for merger of subsidiary corporation.
 (a) The board of a proposed surviving corporation shall, by resolution, approve a plan of merger setting out
     (1) the name of the subsidiary corporation and the name of the corporation owning at least 90 percent of its shares;

     (2) subject to AS 10.06.542, the manner and basis of converting the shares of the subsidiary corporation into shares, obligations, or other securities of the surviving or other corporation or, in whole or in part, into cash or other property.

 (b) A copy of a plan of merger shall be mailed to each shareholder of record of the subsidiary corporation.

 (c) Articles of merger shall be executed by the surviving corporation by its president or a vice-president and by its secretary or an assistant secretary and must set out the
     (1) plan of merger;

     (2) number of outstanding shares of each class of the subsidiary corporation and the number of those shares of each class owned by the surviving corporation; and

     (3) date of the mailing to shareholders of the subsidiary corporation of the plan of merger.




Sec. 10.06.558. Filing of articles of merger of subsidiary corporation.
An original and an exact copy of the articles of merger of a subsidiary corporation shall be delivered to the commissioner for processing according to AS 10.06.910 and for the issuance of a certificate of merger.


Sec. 10.06.560. Effective date and effect of merger, consolidation, or exchange.
 (a) A merger, consolidation, or exchange is effective upon the issuance of a certificate of merger, consolidation, or exchange by the commissioner, or on a later date, not more than 30 days after the filing of the certificate with the commissioner, as provided in the plan.

 (b) When a merger or consolidation becomes effective,
     (1) the corporations that are parties to the plan of merger or consolidation shall be a single corporation that, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation;

     (2) the separate existence of all corporations that are parties to the plan of merger or consolidation, except the surviving or new corporation, ceases;

     (3) a surviving or new corporation has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of a corporation organized under this chapter;

     (4) the surviving or new corporation possesses all the public and private rights, privileges, immunities, and franchises of each of the merging or consolidating corporations; all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and every other interest of, belonging to, or due to each of the merged or consolidated corporations, shall be transferred to and vested in the surviving or new corporation without further act; and the title to real estate, or an interest in real estate, vested in any of the corporations may not revert or be in any way impaired by reason of a merger or consolidation;

     (5) a surviving or new corporation is responsible and liable for all the liabilities and obligations of each of the merged or consolidated corporations; a claim existing or action or proceeding pending by or against the merged or consolidated corporations may be prosecuted as if the merger or consolidation has not taken place, or the surviving or new corporation may be substituted in its place; and the rights of creditors or any liens upon the property of the merged or consolidated corporations may not be impaired by the merger or consolidation;

     (6) in the case of a merger, the articles of incorporation of the surviving corporation are considered to be amended to the extent that changes in its articles are stated in the plan of merger; and, in the case of a consolidation, the statements set out in the articles of consolidation that are required or permitted to be set out in the articles of incorporation of corporations organized under this chapter are considered to be the original articles of the new corporation.

 (c) When a merger, consolidation, or exchange becomes effective, the shares of the corporation or corporations party to the plan that are to be converted or exchanged under the terms of the plan cease to exist, in the case of a merger or consolidation, or are considered to be exchanged, in the case of an exchange, and the holders of the shares are entitled only to the shares, obligations, other securities, cash, or other property into which the shares have been converted or for which they have been exchanged, in accordance with the plan, subject to the rights under AS 10.06.574.




Sec. 10.06.562. Merger, consolidation, or exchange of shares between domestic and foreign corporation.
One or more foreign corporations and one or more domestic corporations may be merged or consolidated, or participate in an exchange, if the merger, consolidation, or exchange is permitted by the laws of the state under which each foreign corporation is organized and
     (1) each domestic corporation complies with the provisions of this chapter with respect to the merger, consolidation, or exchange of domestic corporations and each foreign corporation complies with the applicable provisions of the laws of the state under which it is organized; and

     (2) if the surviving or new corporation is to be governed by the laws of another state, it complies with the provisions of this chapter concerning foreign corporations if it is to transact business in this state and it files with the commissioner an
          (A) agreement that the surviving or new foreign corporation may be served with process in this state in a proceeding for the enforcement of an obligation of a domestic corporation that is a party to the merger or consolidation and in a proceeding for the enforcement of the rights of a dissenting shareholder of a domestic corporation against the surviving or new corporation;

          (B) irrevocable appointment of the commissioner as the agent of the surviving or new corporation to accept service of process in a proceeding described in (A) of this paragraph; and

          (C) agreement that it will promptly pay to the dissenting shareholders of a domestic corporation the amount to which they are entitled under provisions of this chapter with respect to the rights of dissenting shareholders.




Sec. 10.06.564. Disclosure of alien affiliates.
Not less than 20 days before the consummation of an organic change under AS 10.06.530 - 10.06.562, the surviving or new corporation shall deliver to the commissioner
     (1) a list of the names and addresses of each alien affiliate of the surviving or new corporation;

     (2) the percentage of outstanding shares controlled by each alien affiliate; and

     (3) a specific description of the nature of the relationship between the surviving or new corporation and its alien affiliate.




Sec. 10.06.566. Disposition of assets in regular course of business; mortgage or pledge of assets.
The board of the corporation, without the approval of the shareholders or outstanding shares of the corporation, may authorize the sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of its business and the mortgage or pledge of any or all property and assets of a corporation whether or not in the usual and regular course of business, upon terms and conditions and for consideration, that may consist in whole or in part of cash or other property, including shares, obligations, or other securities of another domestic or foreign corporation.


Sec. 10.06.568. Disposition of assets not in regular course of business.
 (a) A sale, lease, exchange, or other disposition of all, or substantially all, of the property and assets, with or without the good will, of a corporation, if not in the usual and regular course of its business, may be made upon terms and conditions and for consideration, that may consist in whole or in part of cash or other property, including shares, obligations or other securities of another foreign or domestic corporation, as authorized in (b) of this section.

 (b) A sale, lease, exchange, or other disposition shall be recommended to the shareholders by resolution approved by the board and submitted to a vote of the shareholders at a regular or special meeting. Written notice shall be given to each shareholder of record of the corporation, whether or not the shares have voting rights under the articles of the corporation, not less than 20 days before the meeting, in the manner provided in this chapter for the giving of notice of meetings of shareholders. Whether the meeting is an annual or special meeting the notice shall state that the purpose or one of the purposes of the meeting is to consider the proposed sale, lease, exchange, or other disposition, and include a copy of AS 10.06.574 - 10.06.576, concerning the rights of a dissenting shareholder.




Sec. 10.06.570. Approval of transaction by shareholders.
 (a) At a meeting for which notice is given under AS 10.06.568(b) a vote of the shareholders shall be taken on the recommended sale, lease, exchange, or other disposition and the shareholders may fix, or may authorize the board to fix, the terms and conditions and the consideration to be received by the corporation. The transaction is approved if the recommendation of the board receives the affirmative vote of at least two-thirds of the outstanding shares of the corporation, unless a class of shares is entitled to vote as a class, in which event the transaction shall be approved upon receiving the affirmative vote of at least two-thirds of the outstanding shares of each class of shares entitled to vote as a class and of the total shares entitled to vote.

 (b) If the buyer in a sale of assets under AS 10.06.568 is in control of or under common control with the seller, the principal terms of the sale must be approved by at least 90 percent of the outstanding shares of the seller unless the sale is to a domestic or foreign corporation in consideration for the nonredeemable common shares of the purchasing corporation or its parent.




Sec. 10.06.572. Abandonment of transaction by board.
The board in its discretion may abandon a sale, lease, exchange, or other disposition of assets after approval by the shares without further action or approval by the shares, subject to the rights of third parties under contracts relating to the sale, lease, exchange, or other disposition.


Sec. 10.06.574. Right of shareholders to dissent.
 (a) A shareholder may dissent from the following corporate actions:
     (1) a plan of merger, consolidation, or exchange to which the corporation is a party; or

     (2) a sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual and regular course of its business, including a sale in dissolution, but not including a sale under a court order or a sale for cash on terms requiring that all or substantially all of the net proceeds of the sale be distributed to the shareholders in accordance with their respective interests within one year after the date of sale.

 (b) The rights of a shareholder who dissents as to less than all of the shares registered in the name of the shareholder shall be determined as if the shares as to which the shareholder dissents and the other shares of the shareholder are registered in the names of different shareholders.

 (c) This section does not apply to the shareholders of the surviving corporation in a merger if a vote of shareholders of the surviving corporation is not necessary to authorize the merger.

 (d) This section does not apply to the holders of shares of a class or series if the shares of the class or series were registered on a national securities exchange on the date fixed to determine the shareholders entitled to vote at the meeting of shareholders at which the plan of merger, consolidation, or exchange or the proposed sale or exchange of property and assets is to be acted upon unless the articles of the corporation provide otherwise.




Sec. 10.06.576. Procedures relating to the exercise of a shareholder's right to dissent; completion of corporate action; notice of election; treatment of shares.
 (a) A shareholder electing to exercise a right to dissent shall file with the corporation, before or at the meeting of shareholders at which the proposed corporate action is submitted to a vote, a written objection to the proposed corporate action. The objection must include a notice of election to dissent, the shareholder's name and residence address, the number and classes of shares as to which the shareholder dissents, and a demand for payment of the fair value of the shares if the action is taken. A shareholder to whom the corporation did not give notice of the meeting in accordance with this chapter is not required to make the objection provided in this section.

 (b) Within 10 days after the shareholders' vote authorizing the action, the corporation shall given written notice of the authorization to each shareholder who filed written objection or from whom written objection was not required. The corporation may consider that a shareholder who voted for the proposed action has elected not to enforce a right of dissent under this chapter, and need not give notice to the shareholder.

 (c) Within 20 days after notice has been given under (b) of this section, a shareholder from whom written objection was not required under (a) of this section and who elects to dissent shall file with the corporation a written notice of the election, stating the shareholder's name and residence address, the number and classes of shares as to which the shareholder dissents, and a demand for payment of the fair value of the shares. A shareholder who elects to dissent from a merger under AS 10.06.532, a consolidation under AS 10.06.534, a share exchange under AS 10.06.540, a transaction authorized under AS 10.06.562, or a sale of assets under AS 10.06.568 shall file a written notice of the election to dissent within 20 days after the merger plan, consolidation plan, share exchange plan, or sale of assets resolution has been mailed to the shareholder.

 (d) A merger, consolidation, or exchange is considered completed within the meaning of this chapter on the effective date determined in accordance with AS 10.06.560; a transaction under AS 10.06.568 is completed within the meaning of this chapter when the corporation has received the consideration specified in the board resolution that was submitted to the shareholders in accordance with that section.

 (e) Upon completion of the corporation action, the shareholder shall cease to have the rights of a shareholder except the right to be paid the fair value of the shares as to which the dissenter's rights were perfected under this chapter. A notice of election may be withdrawn by the shareholder at any time before an acceptance under AS 10.06.578(f), but in no case later than 60 days from the date of completion of the corporate action, except that the time for withdrawing a notice of election shall be extended for 60 days from the date an offer is made, if the corporation fails to make a timely offer under AS 10.06.578. After the time for withdrawal has expired, withdrawal of a notice of election requires the written consent of the corporation. In order to be effective, withdrawal of a notice of election must be accompanied by the return to the corporation of an advance payment made to the shareholder as provided in AS 10.06.578. If a notice of election is withdrawn, if the corporate action is rescinded, if a court determines that the shareholder is not entitled to the right to dissent, or if the shareholder otherwise loses the right to dissent, the shareholder shall not have the right to receive payment for the shares and shall be reinstated to all rights as a shareholder that were effective on the date of the completion of the corporate action. The rights to which the shareholder is reinstated include intervening preemptive rights and the right to payment of an intervening dividend or other distribution. If an intervening right has expired or if a dividend or distribution that is not in cash has been completed, the corporation may elect to pay the shareholder the fair value of the shares in cash at the value, as determined by the board, at the time of the expiration or completion. The election to pay the value in cash shall be without prejudice to a corporate proceeding that has occurred in the interim.

 (f) At the time of filing the notice of election to dissent, or within 30 days after the shareholder has filed the notice, the shareholder shall submit to the corporation, or to its transfer agent, the certificates representing the shares for which payment is claimed, if certificates have been issued. The corporation or its transfer agent shall note conspicuously on the certificates, or on a separate document if certificates have not been issued for the shares, that a notice of election has been filed, and shall return the certificates or the separate document to the shareholder or to the person who submitted them on the shareholder's behalf. Unless a court, for good cause shown, otherwise directs, a shareholder who fails to comply with this subsection loses the right to dissent granted by this chapter, if the corporation gives written notice that the right to dissent will be lost to the shareholder within 45 days from the date that the shareholder filed the notice of election to dissent. If the corporation fails to exercise this notice option in a timely manner, the shareholder retains the right to dissent granted by this chapter.

 (g) When a share of a dissenting shareholder under (f) of this section is transferred, the new certificate must bear a notation similar to that made under (f) of this section and state the name of the original dissenting holder of the shares, or, if the share is an uncertificated share, the corporation must give the transferee a written notice stating that a notice of election to dissent has been filed and giving the name of the original dissenting holder. A transferee acquires only the rights in the corporation that the original dissenting shareholder had at the time of transfer.




Sec. 10.06.578. Offer and payment to dissenting shareholders; circumstances where prohibited.
 (a) Within 15 days after the expiration of the period within which shareholders may file their notice of election to dissent under AS 10.06.576, or within 15 days after the proposed corporate action is completed, whichever is later, the corporation or, in the case of a merger or consolidation, the surviving or new corporation, shall make a written offer by certified mail to each shareholder who has filed the notice of election, to pay the amount the corporation estimates to be the fair value of the shares. The offer shall be made at the same price for each share to all dissenting shareholders of the same class, or if divided into series, of the same series.

 (b) The offer required by (a) of this section must be accompanied by a
     (1) balance sheet of the corporation whose shares the dissenting shareholder holds; the date of the balance sheet shall be that of the most recent balance sheet produced in the 12 months before the offer;

     (2) profit and loss statement or statements for at least 12 months preceding the date of the balance sheet; if the corporation was not in existence during the entire 12-month period preceding the balance sheet required by (1) of this subsection, then a profit and loss statement for that portion of the 12-month period preceding the balance sheet during which the corporation was in existence;

     (3) statement of the total number of shares with respect to which notices of election to dissent have been received and the total number of holders of these shares; and

     (4) copy of this section and AS 10.06.580.

 (c) If the corporate action has been completed the offer required by (a) of this section must also be accompanied by
     (1) advance payment to each shareholder who submitted the share certificates to the corporation, or to whom notice was sent if the shares were uncertificated, as provided in AS 10.06.576(f), of the amount offered under (a) of this section; or

     (2) a statement to a shareholder who has not submitted the share certificates, if certificates were issued for the shares, that advance payment of the amount offered under (a) of this section will be made by the corporation promptly upon submission of the certificates.

 (d) If the corporate action has not been completed when the offer required by (a) of this section is made, the advance payment or statement about the advance payment shall be sent to each shareholder entitled to the payment or notice, after completion of the corporate action.

 (e) The advance payment or statement about the advance payment shall include advice to the shareholder that acceptance of the payment does not constitute a waiver of the shareholder's right to dissent.

 (f) The corporation may consider that a shareholder who fails to make written objection to the amount tendered under (c)(1) of this section or to submit shares in response to the statement sent under (c)(2) of this section within 30 days of the date the statement was mailed has agreed that the amount offered represents the fair value of the shares. The shareholder shall have no interest in the shares or the outcome of litigation begun under AS 10.06.580.

 (g) Notwithstanding the other provisions of this section, if the payments otherwise required by (c) and (d) of this section or determined in accordance with AS 10.06.580 would be distributions in violation of AS 10.06.358 - 10.06.365, or 10.06.375, the corporation may not make a distribution to a dissenting shareholder. In that event, a corporation that would otherwise have the payment obligation under (c) and (d) of this section or AS 10.06.580 shall, in addition to complying with (a) and (b) of this section, give written notice within the time limits of (a) and (b) of this section to dissenting shareholders of its inability to make payment. The notice must include
     (1) an explanation why the corporation is unable to make the payments otherwise required by this section;

     (2) a statement that a dissenting shareholder has an option to
          (A) withdraw the shareholder's notice of election to dissent, and that the corporation will consider that the withdrawal was made with the written consent of the corporation; or

          (B) retain the status of a dissenter, and, if the corporation is liquidated, be subordinated to the rights of the creditors of the corporation, but have rights superior to the nondissenting shareholders, but if the corporation is not liquidated, retain the right to be paid under (c) and (d) of this section or AS 10.06.580 and the corporation must satisfy the obligation when the restrictions on distributions do not apply; and

     (3) a statement that if the corporation does not receive the written election provided under (2) of this subsection within 60 days after notice given as required by this section, the corporation will consider that the shareholder has withdrawn the notice of election under (2)(A) of this subsection.




Sec. 10.06.580. Action to determine value of shares.
 (a) If the corporation fails to make the offer required by AS 10.06.578(a) or the shareholder rejects the offer within the 30-day period specified in AS 10.06.578(f),
     (1) the corporation shall, within 20 days after the expiration of the 30-day period specified in AS 10.06.578(f), file a petition in the court of the judicial district where the registered office of the corporation is located, requesting that the fair value of the shares be determined; if, in the case of a merger or consolidation, the surviving or new corporation is a foreign corporation without a registered office in the state, the petition shall be filed in the judicial district where the registered office of the domestic corporation was last located; or

     (2) if the corporation fails to institute a proceeding as provided in this section, a dissenting shareholder may institute a proceeding in the name of the corporation; if a dissenting shareholder does not institute a proceeding within 30 days after the expiration of the 20-day period granted the corporation under (1) of this subsection, the dissenter loses the dissenter's rights unless the superior court, for good cause shown, otherwise directs.

 (b) All dissenting shareholders who have rejected the corporate offer extended under AS 10.06.578(a), wherever residing, shall be made parties to the proceeding as an action against their shares quasi in rem. The corporation shall serve a copy of the complaint in the proceeding on each dissenting shareholder who is a resident of this state in the manner provided by the Alaska Rules of Civil Procedure, and on each nonresident dissenting shareholder either by certified mail and publication, or in another manner permitted by law. The jurisdiction of the court shall be plenary and exclusive. A dissenting shareholder who is a party to the proceeding is entitled to judgment against the corporation for the amount determined under (c) of this section to be the fair value of the shares of that shareholder.

 (c) The court shall determine whether a dissenting shareholder who is a party to the court action is entitled to receive payment for the shareholder's shares. If the corporation does not request a determination, or if the court finds that a dissenting shareholder is entitled to a determination, the court shall establish the value of the shares; for the purposes of this section, the value shall be the fair value at the close of business on the day before the date on which the vote was taken approving the proposed corporate action. In fixing the fair value of the shares, the court shall consider the nature of the transaction giving rise to the right to dissent under AS 10.06.576, its effects on the corporation and its shareholders, the concepts and methods customary in the relevant securities and financial markets for determining the fair value of shares of a corporation engaging in a similar transaction under comparable circumstances, and other relevant factors. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value of the shares. The appraisers have the power and authority specified in the order of appointment or as amended.

 (d) The judgment must include an allowance for interest at the rate the court finds to be fair and equitable, from the date on which the proposed corporate action vote was taken to the date of payment. In determining the rate of interest, the court shall consider all relevant factors, including the rate of interest that the corporation would have had to pay to borrow money during the pendency of the proceeding. If the court finds that the refusal of a shareholder to accept the corporate offer of payment for the shares is arbitrary, vexatious, or otherwise in bad faith, the court shall deny interest to the shareholder.

 (e) A party to the proceeding shall bear its own costs and expenses, including the fees and expenses of its counsel and of any experts employed by it. Notwithstanding the foregoing, the court may, in its discretion, apportion and assess all or part of the costs, expenses, and fees incurred by the corporation against one or more of the dissenting shareholders who are parties to the proceeding, if the court finds that a refusal to accept the corporate offer was arbitrary, vexatious, or otherwise in bad faith. The court may, in its discretion, apportion and assess all or a part of the costs, expenses, and fees incurred by one or more of the dissenting shareholders who are parties to the proceeding against the corporation if the court finds that
     (1) the fair value of the shares materially exceeds the amount that the corporation offered to pay;

     (2) an offer or required advance payment was not made by the corporation as provided in AS 10.06.578;

     (3) the corporation failed to institute the special proceeding within the period specified under (a) of this section; or

     (4) the action of the corporation in complying with its obligations as provided in this chapter was arbitrary, vexatious, or otherwise in bad faith.

 (f) Unless prohibited by AS 10.06.578(g), within 60 days after the final determination of the proceeding, the corporation shall pay to each dissenting shareholder who is a party the amount determined under (e) of this section in exchange for the surrender of the certificate representing the dissenter's shares or the dissenter's shares if the shares are uncertificated. Upon payment of the judgment, the dissenting shareholder ceases to have an interest in the shares.




Sec. 10.06.582. Status of shares acquired from dissenting shareholders.
Shares acquired by a corporation under AS 10.06.578 and 10.06.580 shall be held and disposed of by the corporation as other shares reacquired under AS 10.06.388, except that, in the case of a merger or consolidation, they shall be held and disposed of as the plan of merger or consolidation may otherwise provide.


Sec. 10.06.590. Conversion to limited liability company. [Repealed, 29 ch 60 SLA 2013.]
Sec. 10.06.595. Application of provisions.
Except as provided by AS 10.55.201(c)(1)(A) and 10.55.301(d), a corporation may enter into a merger, interest exchange, conversion, or domestication under AS 10.55. AS 10.06.566 and 10.06.568 do not apply to mergers, interest exchanges, conversions, and domestications that are covered by AS 10.55.


Sec. 10.06.600. Definitions.
In AS 10.06.530 - 10.06.590,
     (1) "consolidation" means a consolidation authorized by AS 10.06.534 or 10.06.562;

     (2) "merger" means a merger authorized by AS 10.06.530 or 10.06.562;

     (3) "share exchange" means a share exchange authorized by AS 10.06.538 or an exchange of shares covered by AS 10.06.562.




Article 9. Dissolution.
Sec. 10.06.605. Voluntary dissolution by vote or written consent of shares, or by approval of the board.
 (a) A corporation may elect voluntarily to wind up and dissolve by
     (1) the vote of shareholders taken at a special or annual meeting with notice under AS 10.06.410 to each shareholder entitled to vote at the meeting and stating that the purpose, or one of the purposes, of the meeting is to consider approval of voluntary dissolution of the corporation; at the meeting the election to voluntarily dissolve is adopted upon receiving the affirmative votes of two-thirds or more of the shares of the corporation entitled to vote, unless any class of shares is entitled to vote as a class, in which case the election is adopted upon receiving the affirmative vote of two-thirds or more of the shares of each class entitled to vote as a class and of two-thirds or more of the shares entitled to vote; or

     (2) written consent of the shares taken without a meeting under AS 10.06.423.

 (b) A corporation may elect by approval of the board to wind up and dissolve if the corporation has
     (1) been adjudicated bankrupt;

     (2) disposed of all of its assets and has not conducted any business for a period of five years immediately preceding the adoption of the resolution to dissolve the corporation; or

     (3) issued no shares.




Sec. 10.06.608. Certificate of election: contents, signing, and filing.
 (a) A corporation that has elected to wind up and dissolve shall immediately file a certificate evidencing the election as provided in this section.

 (b) The certificate must be an officers' certificate or shall be signed by at least a majority of the directors then in office, by one or more shareholders authorized to do so by the shareholders holding shares representing 50 percent or more of the voting power, or by the officer or shareholder designated in the written consent and must set out
     (1) the name of the corporation, the names and addresses of its officers under AS 10.06.483, the names and addresses of its directors, and the statement that the corporation has elected to wind up and dissolve;

     (2) the number of shares voting for the election if the election was made by the vote of shareholders and a statement that the election was made by shareholders representing at least two-thirds of the voting power under AS 10.06.605(a)(1);

     (3) a copy of the written consent signed by all shareholders of the corporation if the election was made by the written consent of the shares;

     (4) circumstances showing the corporation to be within one of the categories described in AS 10.06.605(b) if the election was made by the board under that subsection.

 (c) An original and an exact copy of the certificate conforming to (b) of this section shall be delivered to the commissioner for processing according to AS 10.06.910.




Sec. 10.06.610. Revocation of election; contents, signing, and filing of certificate.
 (a) A voluntary election to wind up and dissolve under AS 10.06.605 may be revoked before distribution of assets by an election to revoke made in the same manner as an election under AS 10.06.605. A certificate evidencing the election to revoke shall be signed and filed in the manner prescribed in AS 10.06.608.

 (b) The certificate must set out
     (1) that the corporation has revoked its election to wind up and dissolve;

     (2) that no assets have been distributed as a result of the election;

     (3) the number of shares voting for the revocation and the total number of outstanding shares the holders of which were entitled to vote on the revocation, if the election to revoke was made by the vote of shareholders;

     (4) a copy of the written consent signed by all shareholders of the corporation if the election to revoke was made by the written consent of the shares;

     (5) the resolution of the board if the election to revoke was made by the board.




Sec. 10.06.613. Effective date of revocation and effect of revocation.
Revocation of a voluntary dissolution proceeding is effective upon compliance with AS 10.06.610 and the corporation may again carry on its business.


Sec. 10.06.615. Commencement and conduct of voluntary proceedings for winding up; cessation of business; notice.
 (a) Voluntary proceedings for winding up the corporation commence upon the resolution of shareholders or directors of the corporation electing to wind up and dissolve, or upon the filing with the corporation of a written consent of the shareholders.

 (b) If a voluntary proceeding for winding up has commenced, the board shall continue to act as a board and has powers as provided in (c) of this section to wind up and settle its affairs, both before and after the filing of the certificate of dissolution.

 (c) If a voluntary proceeding for winding up has commenced, the corporation shall cease to carry on business except to the extent necessary for the beneficial winding up of its business and except during the period the board considers necessary to preserve the corporation's goodwill or going-concern value pending a sale of its business or assets, in whole or in part. The board shall give written notice of the commencement of the proceeding for voluntary winding up by mail to all shareholders and all known creditors and claimants whose addresses appear on the records of the corporation. It is unnecessary to give notice to shareholders who voted in favor of winding up and dissolving the corporation.




Sec. 10.06.618. Judicial supervision of voluntary winding up; petition and notice; orders protecting shareholders and creditors.
If a corporation is in the process of voluntary winding up, a court, upon the petition of the corporation, a five-percent shareholder, or three or more creditors, and upon notice to the corporation and to other persons interested in the corporation as shareholders and creditors as the court may order, may take jurisdiction over the voluntary winding-up proceeding if it appears necessary for the protection of any parties in interest. The court, if it assumes jurisdiction, may make orders as to any and all matters concerning the winding up of the affairs of the corporation and for the protection of its shareholders and creditors of the corporation.


Sec. 10.06.620. Articles of dissolution: contents.
If a corporation has been completely wound up without court proceedings, a majority of the directors then in office shall sign articles of dissolution stating that
     (1) the corporation has been completely wound up;

     (2) its known debts and liabilities have been actually paid, or adequately provided for under AS 10.06.668, or paid or adequately provided for as far as the assets of the corporation permit, or that it has incurred no known debts or liabilities; if there are known debts or liabilities for which adequate provision for payment has been made, the articles of dissolution must state what provision has been made, setting out the name and address of the corporation, person, or governmental agency that has assumed or guaranteed payment, or the name and address of the depositary with which deposit has been made and such other information as may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability;

     (3) its known assets have been distributed to shareholders, or, if there are no shareholders, to persons entitled to the assets, or wholly applied or deposited on account of its debts and liabilities, or that it acquired no known assets;

     (4) the corporation is dissolved.




Sec. 10.06.623. Filing of articles of dissolution.
An original and an exact copy of the articles of dissolution shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of dissolution.


Sec. 10.06.625. Effect of certificate of dissolution.
Upon the issuance of a certificate of dissolution, the existence of the corporation ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by shareholders, directors, and officers as provided in this chapter.


Sec. 10.06.628. Involuntary dissolution by verified complaint; filing; intervention by shareholder or creditor.
 (a) A verified complaint for involuntary dissolution of a corporation on any of the grounds specified in (b) of this section may be filed in the superior court by the following persons:
     (1) one-half or more of the directors in office;

     (2) a shareholder or shareholders who hold shares representing not less than 331/3 percent of the total number of outstanding shares, assuming conversion of preferred shares convertible into common shares, or of the outstanding common shares, or of the equity of the corporation, exclusive of shares owned by persons who have personally participated in any of the transactions enumerated in (b)(4) of this section;

     (3) a shareholder if the ground for dissolution is that the period for which the corporation was formed has terminated without extension; or

     (4) another person expressly authorized to do so in the articles.

 (b) The grounds for involuntary dissolution are:
     (1) the corporation has abandoned its business for more than one year;

     (2) the corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its business can no longer be conducted to advantage or so that there is danger that its property and business will be impaired or lost, and the holders of the voting shares of the corporation are so divided into factions that they cannot elect a board consisting of an uneven number;

     (3) there is internal dissension and two or more factions of shareholders in the corporation are so deadlocked that its business can no longer be conducted with advantage to its shareholders, or the shareholders have failed at two consecutive annual meetings at which all voting power was exercised to elect successors to directors whose terms have expired or would have expired upon election of their successors;

     (4) those in control of the corporation have been guilty of or have knowingly countenanced persistent and pervasive fraud, mismanagement or abuse of authority or persistent unfairness toward shareholders, or the property of the corporation is being misapplied or wasted by its directors or officers;

     (5) in the case of any corporation with 35 or fewer shareholders of record, liquidation is reasonably necessary for the protection of the rights or interests of the complaining shareholder or shareholders; or

     (6) the period for which the corporation was formed has terminated without extension.

 (c) Before the trial of the action a shareholder or creditor of the corporation may intervene.

 (d) For purposes of this section, "shareholder" includes a beneficial owner of shares who has entered into an agreement under AS 10.06.425(a).




Sec. 10.06.630. Avoiding dissolution by verified complaint; purchase of plaintiff's shares; determination of fair value; stay; appraisal; award; appeal.
 (a) Subject to a contrary provision in the articles of incorporation, in a suit for involuntary dissolution under AS 10.06.628 the corporation or, if it does not elect to purchase, the holders of 50 percent or more of the voting power of the corporation, the "purchasing parties", may avoid the dissolution of the corporation and the appointment of a receiver by purchasing for cash the shares owned by the plaintiffs, the "moving parties", at their fair value. The fair value shall be determined on the basis of the liquidation value, taking into account the possibility of sale of the entire business as a going concern in a liquidation. The election of the corporation to purchase may be made by the approval of the outstanding shares excluding shares held by the moving parties.

 (b) If the purchasing parties elect to purchase the shares owned by the moving parties, and are unable to agree with the moving parties upon the fair value of the shares, and give bond with sufficient security to pay the estimated reasonable expenses, including attorney fees, of the moving parties if the expenses are recoverable under (c) of this section, the court upon application of the purchasing parties shall stay the winding up and dissolution proceeding and shall proceed to ascertain and fix the fair value of the shares owned by the moving parties.

 (c) The court shall appoint three disinterested appraisers to appraise the fair value of the shares owned by the moving parties, and shall make an order referring the matter to the appraisers for the purpose of ascertaining the value of the shares. The order shall prescribe the time and manner of producing evidence if evidence is required. The award of the appraisers or of a majority of the appraisers, when confirmed by the court, is final and conclusive upon all parties. The court shall enter a decree that provides in the alternative for winding up and dissolution of the corporation unless payment is made for the shares within the time specified by the decree. If the purchasing parties do not make payment for the shares within the time specified, judgment shall be entered against the purchasing parties and the surety or sureties on the bond for the amount of the expenses, including attorney fees, of the moving parties. A shareholder aggrieved by the action of the court may appeal.

 (d) If the purchasing parties desire to prevent the winding up and dissolution, they shall pay to the moving parties the value of their shares as provided under this section less an allowance for the costs of the appraisal as the court shall determine. In the case of an appeal, the purchasing parties shall pay to the moving parties the value of the shares and costs of appraisal as fixed on appeal. On receiving payment or the tender of payment as determined by the court, the moving parties shall transfer their shares to the purchasing parties.

 (e) For the purposes of this section, "shareholder" includes a beneficial owner of shares who has entered into an agreement under AS 10.06.425(a).




Sec. 10.06.633. Involuntary dissolution by the commissioner: grounds, procedure, reinstatement.
 (a) A corporation may be dissolved involuntarily by the commissioner if
     (1) the corporation is delinquent six months in filing its biennial report or in paying its biennial corporation tax or a penalty;

     (2) the corporation has failed for 30 days to appoint and maintain a registered agent in the state;

     (3) the corporation has failed for 30 days after change of its registered office or registered agent to file in the office of the commissioner a statement of the change;

     (4) the corporation has failed for two years to complete dissolution under a certificate of election under AS 10.06.608 to dissolve;

     (5) a vacancy on the board of the corporation is not filled within six months or the next annual meeting, whichever occurs first;

     (6) a misrepresentation of material facts has been made in the application, report, affidavit, or other document submitted under this chapter; or

     (7) the corporation is 90 days delinquent in filing notice of change of an officer, director, alien affiliate, or five percent shareholder, as required by this chapter.

 (b) A corporation may not be dissolved under this section unless the commissioner has given the corporation written notice of its delinquency, failure, or noncompliance by mail as provided by (i) of this section. If the corporation fails, within 60 days after the requirements of (i) of this section have been satisfied, to contest the alleged neglect, omission, delinquency, or noncompliance by a written request for a hearing conducted by the office of administrative hearings (AS 44.64.010) or fails to correct the asserted neglect, omission, delinquency, or noncompliance, it may be dissolved under (d) of this section.

 (c) If, following a hearing, the commissioner determines the presence of neglect, omission, delinquency, or noncompliance providing grounds for involuntary dissolution under this section, the corporation may appeal to the superior court by filing with the clerk of the court a notice of appeal setting out a copy of the notice given by the commissioner under (b) of this section together with a copy of a timely demand for a hearing by the corporation, and a copy of an affirmation by the commissioner of an intention to dissolve under (d) of this section. The matter shall be tried de novo by the superior court, and the court shall either sustain the commissioner or direct the commissioner to take action the court considers proper.

 (d) If a corporation has given cause for involuntary dissolution and has failed to correct the neglect, omission, delinquency, or noncompliance as provided in this section, and there has been no order of the superior court, the commissioner shall dissolve the corporation by issuing a certificate of involuntary dissolution containing a statement that the corporation has been dissolved, the date, and the reason for which it was dissolved. The original certificate of dissolution shall be placed in the department files and a copy of it mailed to the corporation as provided by (i) of this section. Upon the issuance of the certificate of involuntary dissolution, the existence of the corporation ceases, except as otherwise provided in this section, and its name shall be available to and may be adopted by another corporation no less than six months after the dissolution.

 (e) A corporation dissolved under this section may be reinstated within two years from the date of the certificate of involuntary dissolution if it is established to the satisfaction of the commissioner that in fact there was no cause for the dissolution, or if the neglect, omission, delinquency, or noncompliance resulting in dissolution has been corrected and payment made of double the amount delinquent along with the amount the corporation would have paid had it not been dissolved during the two-year period. Reinstatement may not be authorized if the name is not available for corporate use under AS 10.06.105(d) unless the corporation being reinstated amends its articles of incorporation to change its name to conform with the provisions of this chapter.

 (f) Nothing in this section relieves a corporation reinstated under this section from penalty or forfeiture of its powers in a case of failure to pay subsequently accruing licenses and taxes imposed by a law of the state.

 (g) An action arising out of a contract assigned by a corporation dissolved under this section may be brought in the name of the assignee. The fact of assignment and of purchase by the plaintiff shall be set out in the complaint or other process. The defense may avail itself of any defense the defense might have availed itself of in a suit upon the claim by the corporation had it not been dissolved under this section.

 (h) Service of process on a corporation dissolved under this section shall be made in the same manner prescribed by law as if the corporation had not been dissolved.

 (i) If the mailing of an item is required by (b) or (d) of this section, the commissioner shall first mail the item by certified mail to the corporation's registered office at the last known address of the registered office shown on the records of the commissioner. If the item mailed to the registered office is returned to the commissioner, the commissioner shall mail the item by first class mail to the registered agent of the corporation at the last known address of the registered agent shown on the records of the commissioner. If the item mailed to the registered agent is returned to the commissioner, the commissioner shall mail the item by first class mail to the president of the corporation at the last known address for the president shown on the records of the commissioner. If the name and address of the president are not shown on the records of the commissioner, the commissioner shall mail the item by first class mail to an officer shown on the records of the commissioner at the last known address shown on the records of the commissioner. If the name and address of an officer of the corporation are not shown on the records of the commissioner, the commissioner shall mail the item by first class mail to a member of the board of directors of the corporation at the last known address shown on the records of the commissioner. If the name and address of an officer or board member are not shown on the records of the commissioner, the commissioner is not required to mail the item again. If the item mailed to the president, other officer, or board member is returned to the commissioner, the commissioner is not required to mail the item again. If the address shown on the records of the commissioner for a mailing after the initial certified mailing is not different from the address for the previous mailing, the commissioner is not required to mail the item to the same address, but shall mail the item to the next required addressee whose address is different from the address for the returned mailing, and, if none of the mailings required after a returned mailing has an address that is different from the address for the returned mailing, the commissioner is not required to mail the item again. In this subsection, "item" means the notice required by (b) of this section or the certificate of involuntary dissolution under (d) of this section.




Sec. 10.06.635. Commissioner's authority to bring action for involuntary dissolution; grounds; relief.
 (a) In addition to other remedies provided by law, a corporation may be dissolved involuntarily by a decree of the superior court in an action filed by the commissioner when it is established that the corporation has
     (1) procured its certificate of incorporation through fraud;

     (2) continued to exceed or abuse the authority conferred upon it by law;

     (3) seriously violated a statute regulating corporations; or

     (4) violated a provision of law by an act or default that under the law is a ground for forfeiture of corporate existence.

 (b) The court may order dissolution or other or partial relief as it considers just and expedient. The court also may appoint a receiver under AS 10.06.643 for winding up the affairs of the corporation or may order that the corporation be wound up by its board subject to the supervision of the court.




Sec. 10.06.638. Commencement of commissioner's action; notice; default.
 (a) An action for the involuntary dissolution of a corporation under AS 10.06.635 shall be commenced by the commissioner in the superior court.

 (b) Summons shall issue and be served as in civil actions. If no registered agent or office is found to serve, the commissioner shall publish notice as in civil cases in a newspaper published in the judicial district where the registered office of the corporation is situated, containing a notice of the pendency of the action, the title of the court, the title of the action, and the date on or after which default may be entered. The commissioner may include in one notice the names of any number of corporations against which actions are pending in the same court.

 (c) The commissioner shall mail a copy of the notice to an office of the corporation, if one is known, within 10 days after the first publication of the notice.

 (d) Notice shall be published at least once each week for two successive weeks, and the first publication may begin after the summons has been returned.

 (e) Unless a corporation is served with summons, a default may not be taken against the corporation earlier than 30 days after the first publication of notice.




Sec. 10.06.640. Appointment of provisional director upon deadlock.
 (a) If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set out in AS 10.06.628(b)(2), the court may appoint a provisional director.

 (b) A provisional director shall be an impartial person, who is neither a shareholder nor a creditor of the corporation, nor related according to the common law by consanguinity or affinity within the third degree to a director of the corporation or to a judge of the court by which the provisional director is appointed. A provisional director has all the rights and powers of a director until the deadlock in the board is broken or until the provisional director is removed by order of the court or by approval of the outstanding shares.

 (c) Unless otherwise agreed the compensation of the provisional director shall be fixed by the court.




Sec. 10.06.643. Appointment of receiver: application, hearing and notice, security, qualifications, powers, compensation.
 (a) If, at the time of the filing of a complaint for involuntary dissolution under AS 10.06.628 or at any time after the filing, the court has reasonable grounds to believe that unless a receiver of the corporation is appointed the interests of the corporation and its shareholders will suffer pending the hearing and determination of the complaint, upon the application of the plaintiff and after a hearing upon notice to the corporation as the court may direct, the court may appoint a receiver to take over and manage the business and affairs of the corporation and to preserve its property pending the hearing and determination of the complaint for dissolution.

 (b) A receiver shall be a citizen of the United States or a corporation authorized to act as receiver. A corporate receiver may be a domestic corporation or a foreign corporation authorized to transact business in the state. A receiver shall give bond and provide sureties as the court may require.

 (c) The compensation of the receiver shall be paid out of the assets of the corporation and unless otherwise agreed shall be fixed by the court.




Sec. 10.06.645. Decree for winding up and dissolution; further judicial relief.
After hearing, the court may decree a winding up and dissolution of the corporation as provided in AS 10.06.625 or, with or without winding up and dissolution, may make orders and decrees and issue injunctions in the case as justice and equity may require.


Sec. 10.06.648. Commencement and conduct of involuntary proceedings for winding up; cessation of business; notice.
 (a) Involuntary proceedings for winding up commence when an order for winding up is entered under AS 10.06.635(b) or 10.06.645.

 (b) If an involuntary proceeding for winding up has commenced, the board shall conduct the winding up of the affairs of the corporation, subject to the supervision of the court, unless other persons are appointed by the court to conduct the winding up. The directors or other persons may, subject to any restrictions imposed by the court, exercise all their powers through the executive officers of the corporation without an order of the court.

 (c) If an involuntary proceeding for winding up has commenced, the corporation shall cease to carry on business except to the extent necessary for the beneficial winding up of the business and except during a period the board may consider necessary to preserve the corporation's goodwill or going-concern value pending a sale of its business or assets, in whole or in part. The directors shall mail written notice of the commencement of the proceeding for involuntary winding up to all shareholders and to all known creditors and claimants whose addresses appear on the records of the corporation, unless the order for winding up has been stayed by appeal or otherwise or the proceeding or the execution of the order has been enjoined.




Sec. 10.06.650. Jurisdiction of court.
If an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes
     (1) the determination of the validity of all claims and demands against the corporation, whether due or not yet due, contingent, unliquidated, or sounding only in damages, and the barring from participation of creditors and claimants failing to make and present claims and proof as required by an order;

     (2) the determination or compromise of all claims against the corporation or any of its property, and the determination of the amount of money or assets required to be retained to pay or provide for the payment of claims;

     (3) the determination of the rights of shareholders in and to the assets of the corporation;

     (4) the supervision of the presentation and filing of intermediate and final accounts of the directors or other persons appointed to conduct the winding up and hearing thereon, the allowance, disallowance, or settlement of the accounts, and the discharge of the directors or the other persons from their duties and liabilities;

     (5) the appointment of a master to hear and determine any or all matters, with the power or authority the court considers proper;

     (6) the filling of vacancies on the board that the directors or shareholders are unable to fill;

     (7) the removal of a director if it appears that the director has been guilty of dishonesty, misconduct, neglect, or abuse of trust in conducting the winding up or if the director is unable to act; the court may order an election to fill the vacancy, and may enjoin, for the time it considers proper, the reelection of the removed director; the court, in place of ordering an election, may appoint a director to fill the vacancy caused by the removal; a director appointed by the court serves until the next annual meeting of shareholders or until a successor is elected or appointed;

     (8) staying the prosecution of a suit, proceeding, or action against the corporation and requiring the parties to present and prove their claims in the manner required of other creditors;

     (9) the determination of whether adequate provision has been made for payment or satisfaction of all debts and liabilities not actually paid;

     (10) the making of orders for the withdrawal or termination of proceedings to wind up and dissolve, subject to conditions for the protection of shareholders and creditors;

     (11) the making of an order, after the allowance or settlement of the final accounts of the directors or other persons, that the corporation is legally wound up and is dissolved;

     (12) the making of orders for the bringing in of new parties as the court considers proper.




Sec. 10.06.653. Claims against corporation; court and non-court directed winding up; presentation; notice; payment; secured claims; rejected claims.
 (a) In a court-directed winding up of a corporation under AS 10.06.618, 10.06.628, 10.06.635, and 10.06.645, creditors and claimants may be barred from participation in a distribution of the general assets of the corporation if they fail to make and present claims and proofs within the time the court may order. The time in which to present claims may not be less than four nor more than six months after the first publication of notice to creditors unless it appears by affidavit that there are no claims, in which case the time may not be less than three months. If it is shown that a claimant did not receive notice because of absence from the state or other cause, the court may allow a claim to be filed or presented at any time before distribution is completed.

 (b) Notice to creditors in a court-directed winding up shall be published not less than once a week for three consecutive weeks in a newspaper of general circulation, published in the judicial district in which the proceeding is pending or, if a newspaper is not published in that judicial district, in a newspaper designated by the court. The notice shall direct creditors and claimants to make claims and proofs to the person, at the place, and within the time specified in the notice. A copy of the notice shall be mailed to the last known address of each person shown as a creditor or claimant on the books of the corporation.

 (c) A holder of a secured claim in a court-directed winding up may prove for the whole debt in order to secure payment of a deficiency. If a holder fails to present a claim, the holder is barred only as to any right against the general assets for a deficiency in the amount realized on the holder's security.

 (d) Before a distribution in a court-directed winding up is made, the amount of an unmatured, contingent, or disputed claim against the corporation that has been presented and has not been disallowed, or the part of a claim to which the holder would be entitled if the claim were due, established, or absolute, shall, if presently reduced to cash, be paid to the commissioner of revenue. The amount shall be paid to the party entitled to the amount when the party becomes entitled or, if the party fails to establish a claim, the amount shall be distributed with the other assets of the corporation; the court may make other provision for payment of a claim, as it considers adequate. A creditor who has a claim that has been allowed but is not yet due is entitled to the present value of the claim upon distribution.

 (e) Assets of the corporation subject to claims under this section and not reduced to cash shall be held pending distribution as creditors and claimants agree or as the court directs.

 (f) If the ownership of shares of stock is in dispute, if the existence of a claim of a creditor or shareholder is contingent or contested, or if the amount of a claim of a creditor or shareholder is contingent, contested, or not determined, the maximum amount of the claims shall be reduced to cash and deposited with the commissioner of revenue. Amounts deposited with the commissioner of revenue under this subsection shall be paid to the creditor, shareholder, or the legal representative of the shareholder or creditor as the disputing parties may agree or a court may direct.

 (g) Suits against the corporation on claims that have been rejected under (d) or (f) of this section shall be commenced within 30 days after written notice of rejection is given to the claimant.




Sec. 10.06.655. Order declaring corporation wound up and dissolved; declarations; effect; additional orders; discharge of directors and other persons.
 (a) Upon the final settlement of the accounts of the directors or other persons appointed under AS 10.06.648 and the determination that the corporation's affairs are in a condition for it to be dissolved, the court shall make an order declaring the corporation legally wound up and dissolved. The order shall declare that the
     (1) corporation has been legally wound up, that any tax or penalty due under AS 10.06.805 - 10.06.870 has been paid or secured and that the other known debts and liabilities of the corporation have been paid or adequately provided for, or that taxes, penalties, debts, and liabilities have been paid as far as its assets permit; if adequate provision has been made for the payment of all known debts or liabilities, the order shall state what provision has been made, setting out the name and address of the corporation, person, or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made or other information as may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability;

     (2) known assets of the corporation have been distributed to the persons entitled to the assets or that it acquired no known assets;

     (3) accounts of directors or other persons appointed under AS 10.06.648 have been settled and that they are discharged from their duties and liabilities to creditors and shareholders;

     (4) corporation is dissolved.

 (b) The court may make additional orders and grant further relief as it considers proper upon the evidence submitted.

 (c) Upon the making of the order declaring the corporation dissolved, corporate existence ceases except for the purposes of further winding up if needed. The directors or other persons appointed under AS 10.06.648 shall be discharged from their duties and liabilities, except as needed to complete the winding up.




Sec. 10.06.658. Filing of decree of dissolution.
The clerk of the court shall file with the commissioner a certified copy of a court decree dissolving a corporation. A fee may not be charged for the filing of a decree of dissolution.


Sec. 10.06.660. Powers and duties of directors and others in dissolution proceedings.
The powers and duties of the directors or other persons appointed by the court under AS 10.06.648 and officers after commencement of a dissolution proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation:
     (1) to elect officers and to employ agents and attorneys to liquidate or wind up the affairs of the corporation;

     (2) to continue the conduct of the business insofar as necessary for the disposal or winding up of the business;

     (3) to carry out contracts and collect, pay, compromise, and settle debts and claims for or against the corporation;

     (4) to defend suits brought against the corporation;

     (5) to sue, in the name of the corporation, for sums due or owing to the corporation or to recover property of the corporation;

     (6) to collect amounts remaining unpaid on subscriptions to shares or to recover unlawful distributions;

     (7) to sell at public or private sale, exchange, convey, or otherwise dispose of all or any part of the assets of the corporation for cash in an amount considered reasonable by the board with or without compliance with the provisions of AS 10.06.568 and 10.06.570 and without dissenters' rights (AS 10.06.574 - 10.06.582) and upon terms, conditions, and other considerations the board considers reasonable or expedient;

     (8) to execute bills of sale and deeds of conveyance in the name of the corporation;

     (9) in general to make contracts and to do any and all things in the name of the corporation that may be proper or convenient for the purposes of winding up, settling, and liquidating the affairs of the corporation.




Sec. 10.06.663. Proceeding to determine identity of directors or to appoint directors.
If the identity of a director or the right of a director to hold office is in doubt, if a director is dead or unable to act, if a director fails or refuses to act, or if the director's whereabouts cannot be ascertained, an interested person may petition the superior court to determine the identity of the director or, if there are no directors, to appoint directors to wind up the affairs of the corporation, after hearing upon such notice as the court may direct.


Sec. 10.06.665. Distribution of corporate assets among shareholders or other persons; when to be made.
After determining that all of the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for, the board shall distribute all the remaining corporate assets among the shareholders according to their respective rights and preferences or, if there are no shareholders, to the persons entitled to the assets. If the winding up is by court proceeding or subject to court supervision, the distribution may not be made until after the expiration of any period for the presentation of claims that has been prescribed by order of the court.


Sec. 10.06.668. Provision for payment of debt or liability.
The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if
     (1) payment of the debt or liability has been assumed or guaranteed in good faith by one or more financially responsible corporations or other persons or by the United States government or an agency of the United States, and the provision was determined in good faith and with reasonable care by the board to be adequate at the time of distribution of the assets by the board under AS 10.06.605 - 10.06.678; or

     (2) the amount of the debt or liability has been deposited as provided in AS 10.06.653.




Sec. 10.06.670. Distribution in money, property, or securities; installments.
Distribution of assets may be made in money, in property, or in securities and either in installments or as a whole, if the distribution is done fairly and ratably and in conformity with the articles of incorporation and the rights of the shareholders, and shall be made as soon as reasonably consistent with the beneficial liquidation of the corporate assets.


Sec. 10.06.673. Plan of distribution; adoption; binding effect; notice; payment to dissenting shareholders; abandonment.
 (a) If a corporation in the process of winding up has both preferred and common shares outstanding, a plan of distribution of the shares, obligations, or securities of another corporation, or of the assets of the corporation, other than money, that is not in accordance with the liquidation rights of the preferred shares as specified in the articles of incorporation may be adopted if approved by the board and by approval of the outstanding shares of each class. The plan may provide that the distribution is in complete or partial satisfaction of the rights of the preferred shareholders upon distribution and liquidation of the assets.

 (b) A plan of distribution approved under (a) of this section is binding upon the shareholders except as provided in (c) of this section. The board shall mail notice of the adoption of the plan within 20 days after its adoption to all holders of shares having a liquidation preference.

 (c) Shareholders having a liquidation preference who dissent from the plan of distribution are entitled to be paid the amount of their liquidation preference in cash if they file written demand for payment with the corporation within 30 days after the date of mailing of the notice of the adoption of the plan of distribution unless the plan of distribution is abandoned. The demand shall state the number and class of the shares held of record by the shareholder for which the shareholder claims payment.

 (d) If a demand for cash payment is filed under (c) of this section, the board in its discretion may abandon the plan without further approval by the outstanding shares and the shareholders shall be entitled to distribution according to their rights and liquidation preferences in the process of winding up.




Sec. 10.06.675. Recovery of amounts improperly distributed.
 (a) If a distribution of assets has been made in the process of winding up a corporation without a court order and without prior payment or adequate provision for payment of the debts and liabilities of the corporation, the amount improperly distributed to a shareholder may be recovered by the corporation. Shareholders who received an improper distribution may be joined as a party in the same action.

 (b) Suit may be brought in the name of the corporation to enforce the liability under (a) of this section against a shareholder receiving an improper distribution by a creditor of the corporation, whether or not the creditor has reduced the claim of the creditor to judgment.

 (c) A shareholder who satisfies a liability under this section has the right of ratable contribution from other distributees who are similarly liable. A shareholder who has been compelled to return to the corporation more than the shareholder's ratable share of the amount needed to pay the debts and liabilities of the corporation may require that the corporation recover from any or all of the other distributees the proportion of the amounts received by them by the improper distribution necessary to give contribution to shareholders held liable under this section and to make the distribution of the assets fair and ratable, according to the respective rights and preferences of the shares, after payment or adequate provision for payment of all the debts and liabilities of the corporation.

 (d) In this section, "process of winding up" includes proceedings under AS 10.06.605 - 10.06.678 and other distributions of assets to shareholders made in contemplation of termination or abandonment of the corporate business.




Sec. 10.06.678. Continued existence of dissolved corporations; purposes; abatement or commencement of actions; distribution of omitted assets.
 (a) A corporation that is dissolved voluntarily or involuntarily continues to exist for the purpose of winding up its affairs, defending actions against it, and enabling it to collect and discharge obligations, dispose of and convey its property, and collect and divide its assets. A dissolved corporation does not continue to exist for the purpose of continuing business except so far as necessary for winding up the business.

 (b) An action or proceeding to which a corporation is a party does not abate by the dissolution of the corporation or by reason of proceedings for winding up and dissolution of the corporation. A corporation that is dissolved voluntarily or involuntarily may not commence a court action, except for a court action under AS 10.06.675.

 (c) Assets inadvertently or otherwise omitted from the winding up continue as assets of the dissolved corporation for the benefit of persons entitled to the assets upon dissolution of the corporation and on realization the assets shall be distributed to the persons entitled.

 (d) The directors of the corporation on the date of its dissolution or as determined under AS 10.06.663 shall exercise and enjoy the powers necessary to act under the terms of this section.




Article 10. Foreign Corporations.
Sec. 10.06.705. Authorization of foreign corporation.
A foreign corporation may not transact business in this state until it has been issued a certificate of authority by the commissioner. A foreign corporation may not be issued a certificate of authority to transact business in this state that a corporation organized under this chapter is not permitted to transact. A foreign corporation may not be denied a certificate of authority because the laws of the state or country under which it is organized governing its organization and internal affairs differ from the laws of this state.


Sec. 10.06.710. Liability for transacting business without certificate of authority.
A foreign corporation that transacts business in the state without a certificate of authority is liable to this state, for the years or portions of years during which it transacts business in the state without a certificate of authority, in an amount equal to all fees and corporation taxes that would have been imposed by this chapter on the corporation if it had applied for and received a certificate of authority to transact business in this state as required by this chapter and filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees and corporation taxes, plus a penalty of up to $10,000 per calendar year or portion of a calendar year for each year it transacts business in this state without a certificate of authority. The attorney general shall bring proceedings to recover amounts due the state under this section.


Sec. 10.06.713. Certificate of authority as prerequisite for court proceedings.
A foreign corporation transacting business in this state without a certificate of authority may not maintain an action, suit, or proceeding in a court of this state until it obtains a certificate of authority. A successor or assignee of a foreign corporation transacting business without a certificate of authority may not maintain an action, suit, or proceeding in a court of this state on a right, claim, or demand arising out of the transaction of business by the corporation in this state until a certificate of authority is obtained by the corporation or by a corporation that has acquired all or substanially all of its assets.


Sec. 10.06.715. Transacting business without certificate of authority not affecting contracts and right to defend action.
The failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of a contract or act of the corporation, and does not prevent the corporation from defending an action, suit, or proceeding in a court of this state.


Sec. 10.06.718. Activities not constituting transacting business in this state.
Without excluding other activities that may not constitute transacting business in this state, a foreign corporation is not considered to be transacting business in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:
     (1) maintaining, defending, or settling an action, suit, or administrative or arbitration proceeding, or the settlement of claims or disputes;

     (2) holding meetings of directors or shareholders of the corporation, or carrying on other activities concerning the internal affairs of the corporation;

     (3) maintaining bank accounts;

     (4) maintaining an office or agency for the transfer, exchange, and registration of securities of the corporation, or appointing and maintaining a trustee or depositary for the securities of the corporation;

     (5) making sales through independent contractors;

     (6) soliciting or procuring orders by mail, through employees, agents, or otherwise, if the orders require acceptance outside the state before becoming binding contracts;

     (7) creating, as borrower or lender, or acquiring indebtedness or mortgages or other security interests in real or personal property;

     (8) securing or collecting debts, or enforcing rights in property securing debts;

     (9) transacting business in interstate commerce;

     (10) conducting an isolated transaction completed within a period of 30 days not in the course of a number of repeated transactions of like nature.




Sec. 10.06.720. Corporate name of foreign corporation.
A certificate of authority may not be issued to a foreign corporation unless the corporate name of the corporation
     (1) contains the word "corporation", "company", "incorporated", or "limited", or an abbreviation of one of these words, or, for use in this state, adds at the end of its name one of these words or an abbreviation of one of them;

     (2) does not contain a word or phrase that indicates or implies that it is organized for a purpose other than the purpose contained in its articles of incorporation or that it is authorized or empowered to conduct the business of banking or insurance;

     (3) does not contain the word "city", "borough", or "village" or otherwise imply that the corporation is a municipality, but the name of a city, borough, or village may be used in the corporate name;

     (4) is available for corporate use under AS 10.06.105(d).




Sec. 10.06.723. Assumed corporate name.
 (a) If a foreign corporation applying for a certificate of authority has a name that is impermissible under any provision of AS 10.06.720, it shall select an assumed name, acceptable under the provisions of AS 10.06.720, under which it elects to do business in this state.

 (b) The commissioner shall maintain records that cross-reference the actual and assumed names of all foreign corporations authorized to transact business in this state.




Sec. 10.06.725. Change of name by foreign corporation.
If a foreign corporation authorized to transact business in this state changes its name to one under which a certificate of authority would not be granted to it, the certificate of authority of the corporation is suspended and it may not transact business in this state until it has changed its name to a name available to it under the laws of this state.


Sec. 10.06.728. Application for certificate of authority.
To receive a certificate of authority to transact business in this state, a foreign corporation shall apply to the commissioner.


Sec. 10.06.730. Contents of application.
The application must set out
     (1) the name of the corporation and the assumed name, if any, or if the name of the corporation does not contain the word "corporation", "company", "incorporated", or "limited" or an abbreviation of one of these words, the name of the corporation with the word or abbreviation that it elects to use in this state; and the state or country under whose laws it is incorporated;

     (2) the date of incorporation and the period of duration of the corporation;

     (3) the address of the principal office of the corporation in the state or country under whose laws it is incorporated;

     (4) the address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at that address;

     (5) the purpose the corporation proposes to pursue in the transaction of business in this state and the codes from the identification code established under AS 10.06.870 that most closely describe the activities in which the corporation will engage in this state;

     (6) the names and addresses of the directors and officers of the corporation;

     (7) a statement of the aggregate number of shares that the corporation may issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class;

     (8) a statement of the aggregate number of issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class;

     (9) a statement expressed in dollars of the amount of stated capital of the corporation;

     (10) an estimate expressed in dollars of the
          (A) value of all property to be owned by the corporation for the following year;

          (B) value of the property of the corporation to be located in this state during the following year;

          (C) gross amount of all business that will be transacted by the corporation during the following year; and

          (D) gross amount of business that will be transacted by the corporation at or from places of business in this state during the following year;

     (11) additional information necessary or appropriate to enable the commissioner to determine whether the corporation is entitled to a certificate of authority and to determine and assess the fees and taxes prescribed in this chapter that are payable;

     (12) the name and address of each alien affiliate, the percentage of outstanding shares controlled by each alien affiliate, and a specific description of the nature of the relationship between the foreign corporation and its alien affiliate; or, a statement that there are no alien affiliates;

     (13) the name and address of each person owning at least five percent of the shares, or five percent of any class of shares, and the percentage of the shares or class of shares owned by that person.




Sec. 10.06.733. Forms for, and execution and filing of application for certificate of authority.
The application of the corporation for a certificate of authority shall be on forms prescribed and furnished by the commissioner. The application shall be executed by the president or vice-president of the corporation and by its secretary or an assistant secretary. The original application and an exact copy of it shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of authority.


Sec. 10.06.735. Effect of certificate of authority.
Upon the issuance of a certificate of authority by the commissioner, the corporation may transact business in this state for the purpose set out in its application, subject, however, to the right of this state to suspend or revoke the authority as provided in this chapter.


Sec. 10.06.738. Amended certificate of authority.
 (a) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority if it changes its corporate name, or desires to pursue in this state other or additional purposes than those set out in its earlier application for a certificate of authority.

 (b) The requirements for the form and contents of an application for an amended certificate of authority, the manner of its execution, the filing of the original application and an exact copy of it with the commissioner, and the issuance and effect of an amended certificate of authority shall be the same as in the case of an original application for a certificate of authority.




Sec. 10.06.740. Status of foreign corporation.
A foreign corporation that has received a certificate of authority enjoys, until a certificate of revocation or of withdrawal has been issued as provided in this chapter, the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set out in the application under which the certificate of authority is issued and, except as otherwise provided in this chapter, is subject to the duties, restrictions, penalties, and liabilities now or hereafter imposed upon a domestic corporation of like character.


Sec. 10.06.743. Revocation of certificate of authority.
A certificate of authority of a foreign corporation to transact business in this state may be revoked by the commissioner when
     (1) the corporation fails to file its biennial report within the time required by this chapter, or fails to pay fees, corporation taxes, or penalties prescribed in this chapter when they are due and payable;

     (2) the corporation fails to appoint and maintain a registered agent in this state;

     (3) the corporation fails, after change of its registered office or registered agent, to file with the commissioner a statement of the change as required by this chapter;

     (4) the corporation fails to file with the department an amendment to its articles of merger within the time prescribed by this chapter;

     (5) a misrepresentation of a material matter has been made in an application, report, affidavit, or other document submitted under this chapter; or

     (6) the corporation is a party to an illegal combination in restraint of trade.




Sec. 10.06.745. Limitations on revocation of certificate of authority.
The commissioner may not revoke a certificate of authority of a foreign corporation unless the
     (1) commissioner has given the corporation at least 60 days notice by certified mail addressed to its registered office in this state; and

     (2) corporation fails before revocation to file the biennial report, or pay the fees, corporation taxes, or penalties, or file the required statement of change of registered agent or registered office, or file the articles of merger, or correct the misrepresentation.




Sec. 10.06.748. Issuance of certificate of revocation.
Upon revoking a certificate of authority, the commissioner shall
     (1) issue a certificate of revocation in duplicate;

     (2) file one of the certificates in the commissioner's office; and

     (3) mail one of the certificates of revocation to the corporation at its registered office in this state under AS 10.06.753(1).




Sec. 10.06.750. Effect of certificate of revocation.
Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this state ceases.


Sec. 10.06.753. Registered office and registered agent of foreign corporation.
A foreign corporation authorized to transact business in this state shall have and continuously maintain in the state a registered
     (1) office that may be, but need not be, the same as its place of business in this state; and

     (2) agent, who may be either an individual resident in this state whose business office is identical to the registered office, or a domestic corporation, or a foreign corporation authorized to transact business in this state, that has a business office identical to the registered office.




Sec. 10.06.758. Change of registered office or registered agent of foreign corporation.
A foreign corporation authorized to transact business in this state may change its registered office or change its registered agent, or both, upon filing with the commissioner a statement setting out
     (1) the name of the corporation;

     (2) the address of its registered office;

     (3) the address of the new registered office if the address of its registered office is to be changed;

     (4) the name of its registered agent;

     (5) the name of its new registered agent if its registered agent is to be changed;

     (6) that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and

     (7) that the change is authorized by resolution adopted by the board of directors.




Sec. 10.06.760. Filing of statement of change.
A statement of change under AS 10.06.758 shall be executed by the corporation by its president or a vice-president and delivered to the commissioner. If the commissioner finds that the statement conforms to the provisions of this chapter, the commissioner shall file the statement in the office of the commissioner and, upon the filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, becomes effective.


Sec. 10.06.763. Service on foreign corporation.
The registered agent appointed by a foreign corporation authorized to transact business in this state shall be an agent of the corporation upon whom process, notice, or demand required or permitted by law to be served upon the corporation may be served.


Sec. 10.06.765. Service on commissioner.
When a foreign corporation authorized to transact business in this state, or not authorized to transact business in this state but doing so, fails to appoint or maintain a registered agent in this state, or when a registered agent cannot with reasonable diligence be found at the registered office, or when the certificate of authority of a foreign corporation is suspended or revoked, the commissioner is an agent upon whom process, notice, or demand may be served. Service is made upon the commissioner as provided in AS 10.06.175(b).


Sec. 10.06.768. Records kept by commissioner.
The commissioner shall keep a record of all processes, notices, or demands served upon the commissioner under AS 10.06.765 and shall record the time of service and action taken by the commissioner with reference to the service.


Sec. 10.06.770. Procedure not exclusive.
AS 10.06.763 - 10.06.768 do not limit or affect the right to serve a process, notice, or demand required or permitted by law to be served upon a corporation in any other manner.


Sec. 10.06.775. Organic change of foreign corporation.
If a foreign corporation authorized to transact business in this state is a party to an organic change permitted by the laws of the state or country where it is incorporated, and the corporation is the surviving corporation, it shall, within 30 days after the change becomes effective, file with the commissioner a copy of the articles of merger, consolidation, exchange, or reorganization authenticated by the proper office of the state or country under whose laws the organic change was carried out. It is not necessary for the corporation to obtain a new or amended certificate of authority to transact business in this state unless the name of the corporation is changed or unless the corporation desires to pursue in this state other or additional purposes than those that it is authorized to transact in this state.


Sec. 10.06.778. Withdrawal of foreign corporation.
A foreign corporation authorized to transact business in this state may withdraw from this state upon obtaining from the commissioner a certificate of withdrawal. To obtain a certificate of withdrawal, the foreign corporation shall deliver to the commissioner an application for withdrawal.


Sec. 10.06.780. Contents of application for withdrawal.
An application for withdrawal must set out
     (1) the name of the corporation and the state or country where it is incorporated;

     (2) that the corporation is not transacting business in this state;

     (3) that the corporation surrenders its authority to transact business in this state;

     (4) that the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in an action, suit, or proceeding based upon a cause of action arising in this state during the time the corporation was authorized to transact business in this state may be made on the corporation by service on the commissioner;

     (5) a post office address to which the commissioner may mail a copy of a process against the corporation that may be served on the commissioner;

     (6) a statement of the aggregate number of shares that the corporation may issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class, as of the date of the application;

     (7) a statement of the aggregate number of issued shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class, as of the date of the application;

     (8) a statement, expressed in dollars, of the amount of stated capital of the corporation, as of the date of the application;

     (9) additional information necessary or appropriate to enable the commissioner to determine and assess unpaid fees or corporate taxes payable as prescribed in this chapter.




Sec. 10.06.783. Form and execution of application for withdrawal.
An application for withdrawal shall be made on forms prescribed and furnished by the commissioner and shall be executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary, or, if the corporation is in the hands of a receiver or trustee, the application shall be executed on behalf of the corporation by the receiver or trustee.


Sec. 10.06.785. Filing of application for withdrawal.
An original and an exact copy of an application for withdrawal shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of withdrawal.


Sec. 10.06.788. Effect of certificate of withdrawal.
Upon the issuance of a certificate of withdrawal, the authority of a corporation to transact business in this state ceases.


Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations.
Sec. 10.06.805. Biennial report of domestic and foreign corporations.
A domestic corporation and a foreign corporation authorized to transact business in this state shall file a biennial report within the time prescribed by this chapter.


Sec. 10.06.808. Contents of biennial report.
A biennial report must set out
     (1) the name of the corporation and the state or country where it is incorporated;

     (2) the address of the registered office of the corporation in this state, and the name of its registered agent in this state at that address, and, in the case of a foreign corporation, the address of its principal office in the state or country where it is incorporated;

     (3) a brief statement of the character of the business in which the corporation is engaged in this state and the codes from the identification code established under AS 10.06.870 that most closely describe the activities in which the corporation is engaged in this state;

     (4) the names and addresses of the directors and officers of the corporation;

     (5) a statement of the aggregate number of shares that the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class;

     (6) a statement of the aggregate number of issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class;

     (7) the name and address of each alien affiliate, the percentage of outstanding shares controlled by each alien affiliate, and a specific description of the nature of the relationship between the corporation and its alien affiliates, or that there is no alien affiliate;

     (8) the name and address of each person owning at least five percent of the shares, or five percent of any class of shares as of September 30 of the second year of the biennial reporting period, and the percentage of the shares or class of shares owned by that person.




Sec. 10.06.811. Filing of biennial report.
 (a) A biennial report of a domestic or foreign corporation shall be filed with the department and is due before January 2 of the filing year. A domestic corporation filing articles of incorporation and a foreign corporation receiving a certificate of authority during an even-numbered year must file the biennial report each even-numbered year. A domestic corporation filing articles of incorporation and a foreign corporation receiving a certificate of authority during an odd-numbered year must file the biennial report each odd-numbered year. The biennial report is delinquent if not filed before February 1 of each odd or even year as provided in this section. Delinquent returns are subject to the penalty in AS 10.06.815.

 (b) Proof to the satisfaction of the commissioner that on or before February 1 the report was deposited in the United States mail in a sealed envelope, properly addressed with postage prepaid, is compliance with (a) of this section.

 (c) The commissioner shall file the report if it conforms to the requirements of this chapter. If the commissioner finds that the report does not conform to the requirements of this chapter, the report shall promptly be returned to the corporation for necessary corrections. If the report is corrected to conform to the requirements of this chapter and returned to the commissioner in sufficient time to be filed before April 1 of the year in which it is due, the penalties for failure to file the report within the time provided in AS 10.06.815 do not apply.

 (d) Upon receipt of a form from the commissioner, a domestic or foreign corporation must file a biennial report within six months after original incorporation or authorization to transact business in this state.




Sec. 10.06.813. Filing notice of change of officers, directors, five percent shareholders, and alien affiliates.
 (a) In the event of a change of an officer, director, or alien affiliate of a corporation during the first year of the biennial reporting period or a change in a five percent shareholder before September 30 of the first year of the biennial reporting period, the corporation shall file a notice of change amending the biennial report of the corporation before the following January 2.

 (b) The notice shall be filed with the commissioner and shall state the name and current mailing address of each director, officer, five percent shareholder, or alien affiliate not included in the corporation's last filed biennial report, and the name of the person replaced and the office held. The notice shall be signed by the president or vice-president of the corporation.




Sec. 10.06.815. Penalty for failure to file biennial report.
A domestic or foreign corporation that fails or refuses to file a biennial report within the time set by this chapter is subject to a penalty of 10 percent of the amount of the corporation tax assessed against it for the period beginning January 1 of the year for which the report should have been filed. The commissioner shall assess the penalty at the time of the assessment of the corporation tax. If the amount of the corporation tax as originally assessed is adjusted in accordance with this chapter, the amount of the penalty shall also be adjusted to 10 percent of the amount of the adjusted corporation tax. The amount of the corporation tax and the amount of the penalty shall be separately stated in a notice to the corporation.


Sec. 10.06.818. Interrogatories by commissioner; judicial review.
 (a) The commissioner may propound to a domestic or foreign corporation and to an officer or director of a domestic or foreign corporation interrogatories reasonably necessary and proper to enable the commissioner to ascertain whether the corporation has complied with the provisions of this chapter.

 (b) Interrogatories shall be propounded by the commissioner or the designee of the commissioner to
     (1) a domestic corporation by complying with AS 10.06.175;

     (2) a foreign corporation by complying with AS 10.06.763;

     (3) an individual officer or director of a domestic or foreign corporation by mailing by certified mail a copy of the interrogatories addressed to the person at the place of business of the person in this state, or, if the person has no place of business in this state, to the principal office or place of business of the person.

 (c) Interrogatories shall be answered within 30 days or within the additional time fixed by the commissioner or by the superior court. Answers shall be full and complete, in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by that person, and if directed to a corporation they shall be answered by the president, vice-president, secretary, or assistant secretary of the corporation or, in the instance of a foreign corporation, the person or persons functioning as comparable officers in accordance with the laws of the state of incorporation.

 (d) A petition stating good cause to extend the date for answer, to modify or set aside the interrogatories propounded by the commissioner, or to enforce compliance with AS 10.06.820 may be filed in the superior court before the expiration of the 30 days fixed in this section for answer.




Sec. 10.06.820. Confidentiality of information disclosed by interrogatories.
Interrogatories and answers propounded and obtained under AS 10.06.818 are not open to public inspection and the commissioner may not disclose facts or information obtained from the interrogatories except as the official duty of the commissioner requires or unless the interrogatories or the answers are required for evidence in criminal proceedings or other action by the state.


Sec. 10.06.823. Failure or refusal to answer interrogatories; filing of related documents.
Unless otherwise provided by an order of court issued in response to a petition filed under AS 10.06.818(d),
     (1) a domestic or foreign corporation and each officer or director of a domestic or foreign corporation that fails or refuses to answer truthfully and fully interrogatories propounded by the commissioner within the time prescribed by AS 10.06.818(c) is guilty of a class A misdemeanor; and

     (2) the commissioner need not file a document to which the interrogatories relate until the interrogatories are properly answered and need not file a document to which the interrogatories relate if the answers disclose that the document does not conform to the provisions of this chapter.




Sec. 10.06.825. Penalty imposed upon officers and directors.
An officer or director of a domestic or foreign corporation who signs articles, or a statement, report, application, or other document filed with the commissioner that is known to the officer or director to be false in a material respect, is guilty of a class A misdemeanor.


Sec. 10.06.828. Fees for filing articles and certain applications.
A domestic or foreign corporation that is required to file articles of incorporation, an application for a certificate of authority, amendatory articles, or other application with the department, except corporate entities organized under AS 10.20 and corporate entities organized under the laws of the United States or the laws of a state or territory of the United States or the laws of a foreign country for the same purposes as those allowed under AS 10.20, shall pay to the commissioner a filing fee established by the department by regulation. The filing fee shall be uniform and fixed without reference to the amount of authorized shares.


Sec. 10.06.830. Fees for filing certain documents related to agents.
 (a) A foreign corporation filing with the department a certificate of the appointment and consent of an agent residing in this state, or a certificate of revocation of the appointment of a resident agent, shall pay to the commissioner a fee established by the department by regulation.

 (b) For filing a statement of change of address of registered agent under AS 10.06.170(a) or resignation under AS 10.06.170(b), the agent shall pay to the commissioner a fee established by the department by regulation.




Sec. 10.06.833. Payments and filing for withdrawal of foreign corporation.
A foreign corporation that has been issued a certificate of authority under AS 10.06.705 may withdraw from this state upon payment of all biennial corporation taxes and penalties due at the time of desired withdrawal and by filing with the department an application for a certificate of withdrawal signed by its proper officers and under its corporate seal. The fee for filing the application with the commissioner shall be established by the department by regulation.


Sec. 10.06.835. Fees on dissolution of domestic corporation.
A domestic corporation shall pay to the commissioner a fee established by the department by regulation for filing the documents required by this chapter for the dissolution of a domestic corporation.


Sec. 10.06.838. Payments and filing required for certificate of dissolution of foreign corporation.
If a foreign corporation desires to file a certificate of dissolution from the state of its incorporation, it shall file the certificate, signed by the proper state officer, under seal, upon payment of all biennial corporation taxes and penalties due to this state at the time of dissolution. The filing fee for the certificate of dissolution shall be established by the department by regulation.


Sec. 10.06.840. Fees for certified copies of documents.
The fee for furnishing a certified copy of a document shall be established by the department by regulation.


Sec. 10.06.843. Other filing fees.
 (a) The filing fee for a document not otherwise provided in this chapter shall be established by the department by regulation.

 (b) The department may by regulation charge a corporation subject to this chapter a fixed fee in place of the fees specified in this chapter, and for routine administrative services rendered to a corporation by the department.

 (c) Notwithstanding (b) of this section fees required under AS 10.06.140 and AS 10.06.828 are not included in a fixed fee.




Sec. 10.06.845. Biennial corporation tax; penalty for nonpayment.
 (a) A domestic corporation and a foreign corporation doing business in this state or having its articles of incorporation on file with the department shall, before January 2 of each filing year, pay to the commissioner a biennial corporation tax as follows: domestic corporation, $100; foreign corporation, $200. A corporation that fails to pay the biennial corporation tax before February 1 of the filing year must pay to the commissioner a penalty of $25 for each year or part of a year of delinquency.

 (b) Proof to the satisfaction of the commissioner that on or before February 1 the tax or report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is compliance with (a) of this section.

 (c) Corporate entities organized under AS 10.20 are not required to pay the biennial corporation tax imposed by this section.




Sec. 10.06.848. Failure to pay tax or make report as precluding suit by corporation.
 (a) A domestic or foreign corporation may not commence a suit, action, or proceeding in a court in this state without alleging and proving at the time it commences the suit, action, or proceeding that it has paid its biennial corporation tax last due and has filed its biennial report for the last reporting period. A certificate of the payment of the biennial corporation tax and filing of the biennial report is prima facie evidence of the payment of the tax and the filing of the biennial report. The commissioner shall issue the certificate or a duplicate for a fee established by the department by regulation.

 (b) A corporation that is dissolved involuntarily may commence an action under AS 10.06.675 without complying with (a) of this section.

 (c) A foreign or domestic corporation that satisfies (a) of this section but is dissolved after commencing the suit, action, or proceeding may continue to maintain the action after the dissolution.




Sec. 10.06.850. Suits to compel tax payment; exemption from corporation tax.
The commissioner may institute a suit in the name of the state to enforce the payment of a biennial corporation tax. Corporate entities organized under AS 10.20 and foreign corporations organized under the laws of the United States or the laws of a state or territory of the United States or the laws of a foreign country for the same purposes as those allowed under AS 10.20 are exempt from the payment of the biennial corporation tax.


Sec. 10.06.853. Failure to pay tax as evidence of inability to meet maturing debts and liabilities.
Failure of a corporation to pay the biennial corporation tax for a period of one year after the date when payment first becomes due is prima facie evidence of the inability of a corporation to meet maturing debts and liabilities that may be shown under AS 10.06.360 by the state, a private person, or a corporation.


Sec. 10.06.855. Payments to be made in advance.
Fees and charges provided for in this chapter, including the biennial corporation tax, shall be paid in advance.


Sec. 10.06.858. Accounting for and deposit of taxes and fees paid.
 (a) All fees and taxes paid under this chapter shall be accounted for and deposited in the general fund.

 (b) [Repealed, 28 ch 90 SLA 1991.]




Sec. 10.06.863. Appeal from revocation of certificate of authority.
If the commissioner revokes a certificate of authority of a foreign corporation to transact business in this state under this chapter, the foreign corporation may appeal to the superior court by filing with the clerk of the court a notice of appeal setting out a copy of its certificate of authority and a copy of the notice of revocation given by the commissioner. The matter shall be tried de novo by the superior court, and the court shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.


Sec. 10.06.865. Cancellation of certificates issued and filings accepted.
The commissioner may, within one year after a filing, and after written notice to the corporation or individual making the filing, cancel a certificate issued or filing accepted under this chapter, on any ground existing at the time of issuance or filing for which the commissioner could have originally refused to issue the certificate or accept the filing. The notice of cancellation must state the reason for the cancellation. A corporation or individual may request a hearing conducted by the office of administrative hearings (AS 44.64.010) within 90 days after receipt of the notice. Cancellation becomes final if the corporation or individual does not request a hearing within 90 days after receipt of notice. Notice of cancellation shall be sent by certified mail with return receipt requested. If the return receipt is not received by the department within a reasonable time and the department has made diligent inquiry as to the address of the corporation, notice may be made by publication in a newspaper of general circulation in the vicinity of the registered office of the corporation or the address of the individual who made the filing, and the cancellation becomes final 60 days after publication of the notice if the person or corporation does not request a hearing.


Sec. 10.06.868. Forms to be furnished by the commissioner.
Reports required by this chapter to be filed with the department or the commissioner must be on forms prescribed and furnished by the commissioner. Forms for other documents to be filed in the office of the department or the commissioner shall be furnished by the commissioner on request, but the use of those forms, unless required in this chapter, is not mandatory.


Sec. 10.06.870. Identification codes.
The commissioner shall establish and adopt a coded list of business activities and shall make the list available to the public.


Article 12. Miscellaneous Provisions.
Sec. 10.06.905. Voting of shares; quorum; status of disqualified shares.
 (a) If the articles of incorporation provide for more or less than one vote for a share on a matter, a reference in this chapter to a majority or other proportion of shares means a majority or other proportion of the votes entitled to be cast on that matter. If shares are disqualified from voting on a matter, they may not be considered outstanding for the determination of a quorum at a meeting to act upon or for the required vote to approve action upon that matter.

 (b) A requirement in this chapter for a vote of each class of outstanding shares means a vote regardless of limitations or restrictions upon the voting rights of that class, unless expressly limited to voting shares.




Sec. 10.06.910. Processing of writings delivered to the commissioner.
If a writing delivered to the commissioner for filing conforms to law and all fees and corporation taxes prescribed in this chapter have been paid, the commissioner shall
     (1) endorse on each original and an exact copy the word "filed" and the date of the filing;

     (2) file the exact copy in the commissioner's office;

     (3) return the original of the writing, together with any writing issued by the commissioner attached to the original, to the corporation or its representative.




Sec. 10.06.915. Disapproval of writing by commissioner; appeal.
If the commissioner fails to approve articles of incorporation, amendment, merger, consolidation, exchange, or dissolution, or any other document required by this chapter to be approved by the commissioner, the commissioner shall, within 10 days after the delivery of the document to the commissioner, give written notice of disapproval to the person or domestic or foreign corporation, delivering the document, and specifying the reasons for disapproval. The person or corporation may appeal from the disapproval to the superior court by filing with the clerk of the court a notice of appeal setting out a copy of the document sought to be filed and a copy of the written disapproval. The matter shall be tried de novo by the superior court, which shall either sustain the action of the commissioner or direct the commissioner to take action the court considers proper.


Sec. 10.06.920. Correction of filed writings.
A writing relating to a corporation filed by the commissioner under this chapter may be corrected if it contains an error apparent on the face or defect in the execution of the writing, including the deletion of a matter not permitted to be stated in the writing. A certificate, entitled "Certificate of Correction of ... (correct title of writing and name of corporation)", shall be signed in the same manner as the original writing and shall be delivered to the commissioner. The certificate must set out the name of the corporation, the date the writing to be corrected was filed by the commissioner, the provision in the writing corrected or eliminated, and, if the execution was defective, the proper execution. The filing of the certificate by the commissioner does not alter the effective time of the writing being corrected and does not affect any right or liability accrued or incurred before the filing. A corporate name may not be changed or corrected under this section.


Sec. 10.06.925. Writings and absence of filings as evidence.
 (a) A writing filed by the commissioner relating to a corporation and containing statements of fact required or permitted by law and a certification by the commissioner of the absence of a filing shall be received in all courts, public offices, and official bodies as prima facie evidence of these facts and of the execution of the writing.

 (b) If under the laws of a jurisdiction other than this state a writing by an officer in that jurisdiction or a copy of a writing certified or exemplified by the officer may be received as prima facie evidence of the incorporation, existence, or capacity of any foreign corporation incorporated in that jurisdiction, the writing when exemplified shall be received by all courts, public offices, and official bodies of this state as prima facie evidence with the same force as in another jurisdiction. The writing or certified copy of the writing shall be received without being exemplified if it is certified by the secretary of state or official performing the equivalent function as to corporate records of that jurisdiction.




Sec. 10.06.930. Corporate seal as evidence.
The presence of a corporate seal on a writing purporting to be executed by authority of a corporation shall be prima facie evidence that the writing was executed with the authority of the corporation.


Sec. 10.06.935. Waiver of notice.
If notice is required to be given to a shareholder or director of a corporation under the provisions of this chapter or under the provisions of the articles or bylaws of the corporation, a waiver of the notice in writing signed by the person entitled to notice, whether before or after the time stated for notice, is equivalent to the giving of notice.


Article 13. General Provisions.
Sec. 10.06.950. Powers of commissioner.
The commissioner has the power and authority reasonably necessary to enable the commissioner to administer this chapter and to perform the duties imposed upon the commissioner by this chapter.


Sec. 10.06.953. Regulations.
To the extent provided by explicit reference in this chapter, the department shall adopt regulations referred to in this chapter in accordance with the Administrative Procedure Act (AS 44.62).


Sec. 10.06.955. Application to existing corporations.
 (a) This chapter applies to a domestic corporation organized under former AS 10.05 (the Alaska Business Corporation Act), and to the extent provided in AS 10.06.010, 10.06.020, 10.06.233, 10.06.433(g), 10.06.435, 10.06.450(d), and 10.06.705 - 10.06.870 to a foreign corporation authorized to do or doing business in this state.

 (b) The existence of a corporation formed or existing on the date of enactment of this chapter is not affected by the enactment of this chapter or by any change in the requirements for the formation of corporations.




Sec. 10.06.958. Provisions construed as restatements and continuations.
If a provision of this chapter is substantially the same as a statutory provision in former AS 10.05 existing on July 1, 1989, it shall be construed as a restatement and continuation, and not as a new enactment.


Sec. 10.06.960. Corporations organized under Alaska Native Claims Settlement Act.
 (a) A corporation organized under 43 U.S.C. 1601 et seq. as amended (Alaska Native Claims Settlement Act) shall be incorporated under and is subject to this chapter except
     (1) each corporation shall issue without further consideration the number of shares of common stock that may be necessary to comply with the requirements of the Act and all stock so issued is considered fully paid and nonassessable when issued;

     (2) unless otherwise provided in the articles of incorporation, the capital
          (A) is considered the consideration for the initial issuance of shares; and

          (B) of a corporation organized under the Act includes the
               (i) land or interests in it conveyed to the corporation by the United States under the Act, except that which is required to be conveyed under 43 U.S.C. 1613(c)(1), (3), and (4), entered at its fair value to the corporation upon receiving the conveyance of it; and

               (ii) money, when received under 43 U.S.C. 1605 and 43 U.S.C. 1608, that is retained by the corporation and that is not immediately distributed or required to be distributed under 43 U.S.C. 1606(j).

 (b) Notwithstanding the provision of AS 10.06.305 - 10.06.390, payment from the money of a corporation organized under the Act that is required by the language of the Act to be distributed to shareholders or to other corporations so organized is not a distribution to its shareholders as defined in AS 10.06.990.

 (c) Notwithstanding the provisions of AS 10.06.546, a plan of merger, consolidation, or exchange in which each participating corporation either (1) was organized under the Act, within the same one of the 12 regions of Alaska established under the Act, or (2) resulted from the prior merger, consolidation, or exchange of other similarly organized corporations within the same region, is approved if it receives the affirmative vote of the holders of at least a majority of the outstanding shares of each corporation. If a class of shares of a corporation specified in this subsection is entitled to vote as a class, the plan of merger, consolidation, or exchange is approved if it receives the affirmative vote of the holders of at least a majority of the outstanding shares of each class of shares entitled to vote as a class and of the total outstanding shares. Notwithstanding AS 10.06.574 - 10.06.582, a plan of merger, consolidation, or exchange approved under this section before December 19, 1991, may not include a right of shareholders to dissent.

 (d) [Repealed, 21 ch 6 SLA 1993.]
 (e) Notwithstanding the provision of AS 10.06.502 - 10.06.510, a corporation organized under the Act may amend its articles by a vote of the board of directors in order for the corporation to comply with the mandatory requirements of the Act.

 (f) Notwithstanding the other provisions of this chapter, a corporation organized under the Act is governed by the Act to the extent the Act is inconsistent with this chapter, and the corporation may take any action, including amendment of its articles, authorized by the Act, and the action is considered to be approved and adopted if approved under the Act. An amendment approved under the Act and delivered to the commissioner under AS 10.06.512 shall be filed by the commissioner under AS 10.06.910, and a certificate of amendment shall be issued.

 (g) Notwithstanding AS 10.06.358, if there are no retained earnings, the directors of a corporation organized under the Act may declare and pay distributions in cash or property out of its net profits for the fiscal year in which the distribution is declared and for the preceding fiscal year, except when the corporation is insolvent under AS 10.06.360. For the purposes of this subsection, a corporation's debts include the amounts it is required to distribute under 43 U.S.C. 1606(i) and 43 U.S.C. 1606(j). The directors may determine the net profits derived from the exploitation or liquidation of wasting assets without consideration of the depletion of those assets resulting from lapse of time, consumption, liquidation, or exploitation, of the assets, and a distribution declared from those net profits shall be described, concurrently with distribution of the net profits to shareholders, as a distribution from wasting assets without consideration of the depletion of the assets. In this subsection, "wasting assets" means timber resources and subsurface estates.

 (h) Notwithstanding AS 10.06.358, the directors of a corporation organized under the Act may, from time to time, distribute to its shareholders in partial liquidation a portion of the corporation's assets out of capital, in cash or property, except that a distribution
     (1) may not be made at a time when the corporation is insolvent under AS 10.06.360;

     (2) may not be made unless the articles of incorporation authorize the board to make the distribution or the distribution is authorized by the affirmative vote of the holders of at least two-thirds of the outstanding shares;

     (3) when made, shall be identified as a distribution in partial liquidation and the amount per share shall be disclosed to the shareholders concurrently with the distribution.

 (i) Notwithstanding AS 10.06.633(e), a corporation that is organized as a Native corporation under the Act, that has been involuntarily dissolved by the commissioner under AS 10.06.633, and that has failed to apply for reinstatement during the period established under AS 10.06.633(e), may be reinstated under AS 10.06.633(e) within one year of June 29, 1994. The reinstated corporation and its shareholders have all of the rights, privileges, liabilities, and obligations that would have applied to them if the corporation had not been dissolved, and all corporate and shareholder actions taken during the period of dissolution are considered to be as valid as if dissolution had not occurred.

 (j) If a corporation is formed before June 29, 1994 to replace a Native corporation that has been involuntarily dissolved under AS 10.06.633, and if the replacing corporation has the same name as the dissolved corporation, the replacing corporation and its shareholders succeed, upon payment of any amounts that would have been required for the reinstatement of the dissolved corporation under AS 10.06.633(e), to all of the rights, privileges, liabilities, and obligations that would have applied to the dissolved corporation and its shareholders if the dissolved corporation had been reinstated under AS 10.06.633(e).

 (k) Notwithstanding (i) of this section and AS 10.06.633(e), a corporation that is organized as a Native village corporation under the Act, that has been involuntarily dissolved by the commissioner under AS 10.06.633, and that has failed to apply for reinstatement during the period established under AS 10.06.633(e) may be reinstated under AS 10.06.633(e) on or before December 31, 2020. The reinstated corporation and its shareholders have all of the rights, privileges, liabilities, and obligations that would have applied to them if the corporation had not been dissolved, and all corporate and shareholder actions taken during the period of dissolution are considered to be as valid as if dissolution had not occurred. If a corporation elects to reinstate under this subsection and if the corporation's previously used corporate name is no longer available for use by the corporation, then, notwithstanding AS 10.06.502 - 10.06.510, an amendment to the articles of incorporation changing the previously used corporate name may be adopted by action of the corporation's board of directors alone.

 (l) [Renumbered as AS 10.06.504(d).]
 (m) [Renumbered as AS 10.06.504(e).]
 (n) Notwithstanding AS 10.06.504(d), an amendment to the articles of incorporation of a corporation organized under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act) and incorporated under former AS 10.05.005 to add a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages under AS 10.06.210(1)(M) may be adopted by the affirmative vote of a majority of the shares represented at the regular or special meeting at which a quorum is present in person, by proxy, or by remote communication.

 (o) Notwithstanding AS 10.06.455(b) and 10.06.504(d), an amendment to the articles of incorporation of a village corporation organized under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act) and incorporated under former AS 10.05.005 to add a provision authorizing the classification of directors under AS 10.06.455 may be adopted by the affirmative vote of a majority of the shares represented at a regular or special meeting at which a quorum is present in person, by proxy, or by remote communication.

 (p) Notwithstanding AS 10.06.504(d), a Native corporation incorporated under former AS 10.05 before July 1, 1989, may amend its articles under this subsection to reduce the quorum necessary to hold a meeting of shareholders to one-third of the outstanding shares entitled to vote at a meeting, represented in person, by remote communication, or by proxy. An amendment under this subsection is approved if it receives an affirmative vote of two-thirds of the shares represented in person, by remote communication, or by proxy at an annual meeting. The Native corporation may not use the reduced quorum established under this subsection to adopt other amendments of the articles or to adopt resolutions to which 43 U.S.C. 1629b applies. AS 10.06.504(d) continues to apply to the adoption of other amendments of the articles.

 (q) In this section,
     (1) "Act " means 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act);

     (2) "Native corporation" has the meaning given in 43 U.S.C. 1602(m).




Sec. 10.06.961. Distributions by Native corporations to minors in the custody of a state.
 (a) Notwithstanding AS 13.46.085 or the appointment of a guardian of the property of the child under AS 47.10.010, when a child who is in the custody of this state under AS 47.10 or a minor who is in the custody of this state under AS 47.12 or of another state under a provision similar to AS 47.10 or AS 47.12 becomes entitled to receive dividends or other distributions resulting from the ownership of stock or a membership in a corporation organized under this chapter and under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act), the corporation paying the dividends or making the other distributions shall retain the dividends and other distributions in an interest bearing account for the benefit of the child or minor during the state custody.

 (b) The corporation may not spend, obligate, or otherwise use the property held in an account established under (a) of this section unless the use is approved by a court.

 (c) Upon presentation of proof of entitlement by the person entitled to distribution, the corporation shall distribute the property remaining in an account established under (a) of this section to the
     (1) minor when the minor reaches the age of 18 years, whether or not the minor is still in the state custody;

     (2) legal guardian of the minor, when the state custody terminates while the minor is less than 18 years of age;

     (3) minor's heirs if the minor dies before the distribution.

 (d) The retention and distribution of dividends and distributions under this section is not subject to AS 13.46.

 (e) In this section, "minor" means a person under 18 years of age.




Sec. 10.06.963. Severability.
If a provision of this chapter is held invalid, the invalidity does not affect other provisions of this chapter that can be given effect without the invalid provision.


Sec. 10.06.965. Reservation of power.
The legislature reserves the right to alter, amend, suspend, or repeal in whole or in part this chapter at its pleasure, or a certificate of incorporation or the authority to do business in this state, of a domestic or foreign corporation, whether or not existing or authorized on July 1, 1989.


Sec. 10.06.968. Signature.
"Signature" includes a mark when the signer cannot write. The signer's name shall be written near the mark by a witness who shall write the witness' own name near the signer's name. A signature by mark can be acknowledged or can serve as a signature to a sworn statement.


Sec. 10.06.970. Rules of construction and interpretation.
Unless a provision or the context otherwise requires, the following general provisions and rules of construction govern this chapter:
     (1) title, chapter, article, and section headings do not affect the scope, meaning, or intent of the provisions of this chapter;

     (2) when, by the provisions of this chapter, a power is granted to, or a duty imposed upon, a public officer, the power may be exercised or the duty performed by a deputy of the officer or by a person authorized, under law, by the officer, unless this chapter expressly provides otherwise;

     (3) when a notice, report, statement, or record is required or authorized by this chapter, it shall be made in writing in a manner reasonably calculated to communicate the notice, report, statement, or record to the recipient;

     (4) a reference in this chapter to mailing means first-class mail, postage prepaid, unless certified mail is specified; certified mail includes registered mail;

     (5) subject to a specific accounting treatment required by a particular section of this chapter,
          (A) references in this chapter to financial statements, balance sheets, income statements, and statements of changes in financial position of a corporation and references to assets, liabilities, earnings, retained earnings, and similar accounting items of a corporation mean financial statements or items prepared fairly and reasonably to present the purported matters;

          (B) financial statements prepared or determined in accordance with generally accepted accounting principles then applicable are fair and reasonable;

          (C) references in this chapter to financial statements mean, in the case of a corporation that has subsidiaries, consolidated statements of the corporation and its subsidiaries, and all references to accounting items mean items determined on a consolidated basis in accordance with consolidated financial statements;

     (6) a reference in this chapter to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by mail is deposited in the United States mail, postage prepaid; or the time any other written notice is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by electronic means to the recipient by the person giving the notice; or the time an oral notice is communicated in person or by electronic means to the recipient or to a person at the office of the recipient whom the person giving the notice has reason to believe will promptly communicate it to the recipient;

     (7) when reference is made to any portion of this chapter or of any other law of this state, the reference applies to all amendments and additions;

     (8) "shall" is mandatory, "may" is permissive, and "may not" is prohibitory.




Sec. 10.06.990. Definitions.
In this chapter, unless the context otherwise requires,
     (1) "acknowledged" means that a document is accompanied by a certificate of its acknowledgment as provided in AS 09.63.010 - 09.63.130;

     (2) "affiliate" means a person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a corporation subject to this chapter;

     (3) "alien" means
          (A) an individual who is not a citizen or national of the United States, or who is not lawfully admitted to the United States for permanent residence, or paroled into the United States under 8 U.S.C. 1101 - 1524 (Immigration and Nationality Act), as amended;

          (B) a person, other than an individual, that was not created or organized under the laws of the United States or of a state, or whose principal place of business is not located in any state; or

          (C) a person, other than an individual, that was created or organized under the laws of the United States or of a state, or whose principal place of business is located in a state, and that is controlled by a person described in (A) or (B) of this paragraph;

     (4) "approved by the board" or "approval of the board" means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of the board, except as to matters not within the competence of the committee under AS 10.06.468;

     (5) "approved by the outstanding shares" or "approval of the outstanding shares" means approved by the affirmative vote of a majority of the outstanding shares entitled to vote; this approval includes the affirmative vote of a majority of the outstanding shares of each class or series entitled by the articles of incorporation or this chapter to vote as a class or series on the subject matter and also includes the affirmative vote of a greater proportion, including all, of the outstanding shares of a class or series if a greater proportion is required by the articles or this chapter;

     (6) "approved by the shareholders" or "approval of the shareholders" means approved or ratified by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of shareholders (AS 10.06.423) or by the affirmative vote or written consent of a greater proportion, including all, of the shares of a class or series if a greater proportion is required by the articles of incorporation or this chapter for all or any specified shareholder action;

     (7) "articles" or "articles of incorporation" means the original or restated articles of incorporation and all amendments and includes articles of merger;

     (8) "authorized shares" means the shares of all classes that the corporation may issue;

     (9) "board" means the board of directors of a domestic or foreign corporation;

     (10) "commissioner" means the commissioner of commerce, community, and economic development or a designee of the commissioner;

     (11) "common shares" means shares that have no preference over other shares with respect to distribution of assets on liquidation or with respect to payment of dividends;

     (12) "control" means
          (A) owning directly or indirectly, or having the power to vote, 25 percent or more of a class of voting securities of a corporation subject to this chapter; or

          (B) influencing or affecting in any substantive manner the election of a majority of the directors or trustees of a corporation subject to this chapter;

     (13) "corporation" or "domestic corporation" means a corporation for profit subject to the provisions of this chapter, but does not include a foreign corporation or a national bank;

     (14) "corporation tax" means the biennial corporation tax imposed under Alaska law on corporations;

     (15) "department" means the Department of Commerce, Community, and Economic Development;

     (16) "director" means a natural person designated in the articles of incorporation or elected by the incorporators as a director and includes a natural person and successor of that person designated, elected, or appointed by any other name or title to act as a director;

     (17) "distribution to its shareholders" means the transfer of cash or property by a corporation or its subsidiary to its shareholders without consideration, whether by way of dividend or otherwise, except a dividend in shares of the corporation, or the purchase or redemption of its shares for cash or property; the time of a distribution of a dividend is the date of the declaration of the dividend and the time of a distribution by purchase or redemption of shares is the date cash or property is transferred by the corporation, whether or not under a contract of an earlier date; however, if a negotiable debt security is issued in exchange for shares, the time of the distribution is the date when the corporation acquires the shares in the exchange; in the case of a sinking fund payment, cash or property is transferred within the meaning of this paragraph at the time that it is delivered to a trustee for the holders of preferred shares to be used for the redemption of those shares or physically segregated by the corporation in trust for that purpose;

     (18) "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient of the communication and that may be directly reproduced in paper form by a recipient through an automated process;

     (19) "entire board" means the total number of directors that the corporation has if there are no vacancies;

     (20) "filed," unless otherwise expressly provided, means filed in the office of the commissioner;

     (21) "five percent shareholder" means a person owning at least five percent of the shares or five percent of any class of shares of a corporation;

     (22) "foreign corporation" means a corporation for profit organized under laws other than the laws of Alaska for a purpose for which a corporation may be organized under this chapter;

     (23) "independent accountant" means a certified public accountant or a public accountant who is independent of the corporation as determined in accordance with generally accepted auditing standards and who is engaged to audit financial statements of the corporation or perform other accounting services;

     (24) "liquidation preference" means amounts payable for shares of a class upon voluntary or involuntary dissolution, winding up or distribution of the entire assets of the corporation, including any cumulative dividends accrued and unpaid, in priority to shares of another class or classes;

     (25) "net assets" means the amount by which the total assets of a corporation exceed the total debts of the corporation;

     (26) "oath" includes affirmation;

     (27) "officers' certificate" means a certificate signed by the chair of the board, the president or a vice-president and by the secretary, the treasurer, or an assistant secretary or assistant treasurer;

     (28) "on the certificate" means that a statement appears on the face of a share certificate or on the reverse of the certificate with a reference to the statement on the face;

     (29) "organic change" means a merger, consolidation, share exchange, or sale of assets other than in the regular course of business;

     (30) "paid-in capital" means the consideration actually received by a corporation for issuance of its shares, plus any additional amount capitalized by its board under AS 10.06.390;

     (31) "parent" means an affiliate controlling a specified corporation directly or indirectly through one or more intermediaries;

     (32) "person" means an individual, a corporation, a partnership, an association, a joint-stock company, an estate, a trust if the interests of the beneficiaries are evidenced by a security, an unincorporated association, a government, a political subdivision of a government, or a combination of these entities;

     (33) "preferred shares" means shares other than common shares;

     (34) "proxy" means a written authorization or an electronic transmission signed by a shareholder or the shareholder's attorney-in-fact giving another person power to vote with respect to the shares of the shareholder;

     (35) "proxy holder" means the person to whom a proxy is given;

     (36) "redemption price" means the amount in cash, property or securities, or any combination of these, payable on shares of any class or series upon the redemption of the shares; unless otherwise expressly provided, the redemption price is payable in cash;

     (37) "retained earnings" means the account of the corporation representing undistributed and uncapitalized net profits, income, gains, and losses from the date of incorporation;

     (38) "series of shares" means those shares within a class that have the same rights, preferences, privileges, and restrictions but that differ in one or more rights, preferences, privileges, or restrictions from other shares within the same class;

     (39) "shareholder" means a holder of record of a share in a corporation;

     (40) "shares" means the units into which the proprietary interests in a corporation are divided;

     (41) "signed," as it relates to proxies, means the placing of the shareholder's name on the proxy by manual signature by the shareholder or the shareholder's attorney-in-fact or by electronic means if the electronic means clearly demonstrates that the shareholder has authorized the placing of the shareholder's name or the name of the shareholder's attorney-in-fact on the proxy;

     (42) "state" means any of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Northern Mariana Islands, Guam, the Virgin Islands, American Samoa, the Trust Territory of the Pacific Islands, or any other territory or possession of the United States;

     (43) "subscriber" means one who subscribes for a share in a corporation before or after incorporation;

     (44) "subsidiary" of a specified corporation means a corporation in which the specified corporation owns more than 50 percent of the voting power directly or indirectly through one or more other subsidiaries of the specified corporation;

     (45) "surviving corporation" means a corporation into which one or more other corporations are merged;

     (46) "vacancy" when used with respect to the board means any authorized position of director that is not then filled by a duly elected director, whether caused by death, resignation, removal, change in the authorized number of directors, or otherwise;

     (47) "verified" means that a document has been certified to be true as provided in AS 09.63.040;

     (48) "vote" includes authorization by written consent subject to the provisions of AS 10.06.423 and 10.06.475;

     (49) "voting power" means the power to vote for the election of directors at the time a determination of voting power is made and does not include the right to vote upon the happening of a condition or event that has not yet occurred; when different classes of shares are entitled to vote as separate classes for different members of the board, the determination of percentage of voting power shall be made on the basis of the percentage of the total number of authorized directors that the shares in question have the power to elect in an election at which all shares then entitled to vote for the election of any directors are voted;

     (50) "writing" includes any form of recorded message capable of comprehension by ordinary visual means.

     (51) "remote communication" means communication by means of electronic communication, conference telephone, videoconference, the Internet, electronic transmission, or other means by which persons not physically present in the same location may communicate with and hear each other on a substantially simultaneous basis.




Sec. 10.06.995. Short title.
This chapter may be cited as the Alaska Corporations Code.