Title 10, Corporations and Associations

(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 sh…

(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”,…

(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 register…

(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…

(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 pu…

(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) 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 shareholder…

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.

(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 …

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 t…

(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 with…

(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 an…

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.

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 an…

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 dete…

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 pre…

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 pers…

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 a…

(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 l…

(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 re…

Article 10. Foreign Corporations. (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,…

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 cha…

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 corpora…

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 …

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…

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 followi…

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…

(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…

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 h…

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

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 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 a…

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.

(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 certifica…

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 …

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 pre…

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 fil…

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 th…

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

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 …

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) t…

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…

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.

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 …

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.

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.