Title 10, Corporations and Associations

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 out…

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.

(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 exi…

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 …

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.

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

(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 …

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.

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 ad…

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.

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 m…

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.

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 t…

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 man…

(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 th…

(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…

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 s…

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 u…

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.

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; (…

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.

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.

(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 c…

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.

(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) Wh…

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 dome…

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 percent…

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…

(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 m…

(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 consideratio…

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 di…

(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 …

(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 no…

(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 …

(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),…

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 con…

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 co…

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 cov…

(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 mee…

(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 …

(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 ma…

Revocation of a voluntary dissolution proceeding is effective upon compliance with AS 10.06.610 and the corporation may again carry on its business.

(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 …

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 a…

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 ad…

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.