Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.06.349 Shares without certificates.
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(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…
AS 10.06.350 Information required to be stated on certificate.
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(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 …
AS 10.06.353 Full payment required for share.
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A share with or without a certificate may not be issued until the share is fully paid.
AS 10.06.355 Issuance of fractional shares or scrip.
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(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 fractio…
AS 10.06.356 Shares held by nominees.
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[Repealed or reserved.]
AS 10.06.358 Distributions; conditions; financial statements and determinations.
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(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 …
AS 10.06.360 Prohibited distribution; inability to meet maturing liabilities.
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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.
AS 10.06.363 Prohibited distribution on junior shares; liquidation preference.
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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, af…
AS 10.06.365 Prohibited distribution on junior shares; relationship to retained earnings.
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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 t…
AS 10.06.368 Exception for purchase or redemption of shares of deceased shareholder.
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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…
AS 10.06.370 Inapplicability to regulated investment company.
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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 un…
AS 10.06.373 Share dividends: restrictions.
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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 outstan…
AS 10.06.375 Additional restrictions in articles, bylaws, indentures, or agreements.
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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…
AS 10.06.378 Liability of shareholders receiving prohibited distributions; suit against shareholders.
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(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 s…
AS 10.06.380 Identification of distribution in notice to shareholders.
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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 di…
AS 10.06.383 Inapplicability to winding up and involuntary or voluntary dissolution.
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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.
AS 10.06.385 Redemption of shares at the option of corporation; manner.
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(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…
AS 10.06.388 Acquisition of corporation's own shares; reissuance or retirement.
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(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…
AS 10.06.390 Capitalization of retained earnings.
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Article 5. Shareholders and Records. 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.
AS 10.06.405 Meetings of shareholders.
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(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…
AS 10.06.408 Closing of transfer books and fixing record date.
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(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 c…
AS 10.06.410 Notice of shareholders' meetings.
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(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…
AS 10.06.411 Delivery of information and items to shareholders.
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(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 informat…
AS 10.06.413 Voting list; liability.
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(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 ord…
AS 10.06.415 Quorum of shareholders.
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(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 o…
AS 10.06.418 Proxies.
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(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 m…
AS 10.06.420 Voting of shares.
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(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 a…
AS 10.06.421 Corporation's acceptance of certain documents.
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(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 do…
AS 10.06.423 Actions taken without meeting: written consent; revocation of consent.
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(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…
AS 10.06.424 Shareholder agreements.
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(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. (I…
AS 10.06.425 Voting trusts and agreements among shareholders.
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(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 vo…
AS 10.06.428 Shareholders' preemptive rights.
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(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 p…
AS 10.06.430 Books and records.
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(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 an…
AS 10.06.433 Annual report to shareholders; content; financial statement on request.
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(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 hold…
AS 10.06.435 Shareholders' derivative action.
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(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 derivati…
AS 10.06.438 Liability of shareholders, subscribers, and others arising out of shares.
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Article 6. Directors, Officers, Employees, and Agents. (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 …
AS 10.06.450 Board of directors; duty of care; right of inspection; dissent.
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(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 …
AS 10.06.453 Number, election, and tenure of directors; initial directors.
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(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…
AS 10.06.455 Classification of directors.
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(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 of…
AS 10.06.458 Declaration of board vacancy where director of unsound mind.
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The board may declare vacant the office of a director who has been declared of unsound mind by a court order.
AS 10.06.460 Removal of director without cause.
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(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 o…
AS 10.06.463 Removal of director by superior court.
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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…
AS 10.06.465 Vacancies and resignation; special meeting of shareholders.
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(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 …
AS 10.06.468 Executive and other board committees.
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(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 accordanc…
AS 10.06.470 Meetings: call, place, notice, and waiver.
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(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 communi…
AS 10.06.473 Quorum of directors.
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(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 qu…
AS 10.06.475 Alternative meeting arrangements; informal action by directors.
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(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 equipmen…
AS 10.06.478 Director conflicts of interest.
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(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 v…
AS 10.06.480 Liability of directors and contributions from shareholders and other directors.
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(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 co…
AS 10.06.483 Officers; tenure, resignation, authority, and duties.
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(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 tw…