Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.06.775 Organic change of foreign corporation.
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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 effec…
AS 10.06.778 Withdrawal of foreign corporation.
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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 w…
AS 10.06.780 Contents of application for withdrawal.
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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; …
AS 10.06.783 Form and execution of application for withdrawal.
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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 …
AS 10.06.785 Filing of application for withdrawal.
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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.
AS 10.06.788 Effect of certificate of withdrawal.
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Article 11. Reports, Filings, Interrogatories, Fees, Taxes, Penalties, Enforcement, and Cancellations. Upon the issuance of a certificate of withdrawal, the authority of a corporation to transact business in this state ceases.
AS 10.06.805 Biennial report of domestic and foreign corporations.
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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.
AS 10.06.808 Contents of biennial report.
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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 f…
AS 10.06.811 Filing of biennial report.
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(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-numb…
AS 10.06.813 Filing notice of change of officers, directors, five percent shareholders, and alien affiliates.
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(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…
AS 10.06.815 Penalty for failure to file biennial report.
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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…
AS 10.06.818 Interrogatories by commissioner; judicial review.
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(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 provisio…
AS 10.06.820 Confidentiality of information disclosed by interrogatories.
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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 interrogato…
AS 10.06.823 Failure or refusal to answer interrogatories; filing of related documents.
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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 interrogatorie…
AS 10.06.825 Penalty imposed upon officers and directors.
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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.
AS 10.06.828 Fees for filing articles and certain applications.
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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 …
AS 10.06.830 Fees for filing certain documents related to agents.
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(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 regula…
AS 10.06.833 Payments and filing for withdrawal of foreign corporation.
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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 certific…
AS 10.06.835 Fees on dissolution of domestic corporation.
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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.
AS 10.06.838 Payments and filing required for certificate of dissolution of foreign corporation.
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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 …
AS 10.06.840 Fees for certified copies of documents.
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The fee for furnishing a certified copy of a document shall be established by the department by regulation.
AS 10.06.843 Other filing fees.
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(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 rou…
AS 10.06.845 Biennial corporation tax; penalty for nonpayment.
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(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, …
AS 10.06.848 Failure to pay tax or make report as precluding suit by corporation.
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(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 re…
AS 10.06.850 Suits to compel tax payment; exemption from corporation tax.
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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 Unite…
AS 10.06.853 Failure to pay tax as evidence of inability to meet maturing debts and liabilities.
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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, …
AS 10.06.855 Payments to be made in advance.
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Fees and charges provided for in this chapter, including the biennial corporation tax, shall be paid in advance.
AS 10.06.858 Accounting for and deposit of taxes and fees paid.
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(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.]
AS 10.06.863 Appeal from revocation of certificate of authority.
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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 certi…
AS 10.06.865 Cancellation of certificates issued and filings accepted.
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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 commissione…
AS 10.06.868 Forms to be furnished by the commissioner.
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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 …
AS 10.06.870 Identification codes.
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Article 12. Miscellaneous Provisions. The commissioner shall establish and adopt a coded list of business activities and shall make the list available to the public.
AS 10.06.905 Voting of shares; quorum; status of disqualified shares.
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(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 disqual…
AS 10.06.910 Processing of writings delivered to the commissioner.
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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 exac…
AS 10.06.915 Disapproval of writing by commissioner; appeal.
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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…
AS 10.06.920 Correction of filed writings.
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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, e…
AS 10.06.925 Writings and absence of filings as evidence.
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(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 …
AS 10.06.930 Corporate seal as evidence.
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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.
AS 10.06.935 Waiver of notice.
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Article 13. General Provisions. 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 entitl…
AS 10.06.950 Powers of commissioner.
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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.
AS 10.06.953 Regulations.
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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).
AS 10.06.955 Application to existing corporations.
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(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 au…
AS 10.06.958 Provisions construed as restatements and continuations.
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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.
AS 10.06.960 Corporations organized under Alaska Native Claims Settlement Act.
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(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…
AS 10.06.961 Distributions by Native corporations to minors in the custody of a state.
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(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 s…
AS 10.06.963 Severability.
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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.
AS 10.06.965 Reservation of power.
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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…
AS 10.06.968 Signature.
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“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.
AS 10.06.970 Rules of construction and interpretation.
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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 …
AS 10.06.990 Definitions.
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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 intermedi…