Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.13.010 Purposes.
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The purposes of this chapter are to (1) promote economic development by encouraging the formation of one or more BIDCOs to help meet the financing assistance and management assistance needs of businesses in the state; (2) establish a system of licensing, regulation, and enforceme…
AS 10.13.020 Qualifications for BIDCO license.
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The department shall issue a license to operate as a BIDCO to a corporation that is incorporated under AS 10.06, or that has been issued a certificate of authority under AS 10.06 to transact business in the state, and that submits an application to the department, if the departme…
AS 10.13.030 Application procedure.
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When applying for a license, an applicant shall provide the information required by the department in the form required by the department. The information must include information on the directors, officers, and controlling persons of the applicant, the applicant's business plan,…
AS 10.13.040 Requisite net worth.
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(a) In order to receive a license, an applicant must demonstrate to the satisfaction of the department that the applicant has raised sufficient capital so that (1) the net worth of the BIDCO is expected to be adequate, in the context of its business plan, to support the BIDCO's m…
AS 10.13.050 Criteria for directors, officers, and controlling persons.
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(a) A license may only be issued if the department determines that each director, officer, and controlling person of the applicant is (1) of good character and sound financial standing; (2) competent to perform the director's or officer's functions for the applicant; and (3) when…
AS 10.13.060 Determination of likelihood of future noncompliance.
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The department may determine that it is not reasonable to believe that an applicant would comply with this chapter if licensed. Bases the department may use to make that determination include proof that the applicant has been convicted of a crime involving fraud or dishonesty, in…
AS 10.13.070 Denial of application.
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If the department denies a license the department shall provide the applicant with a written statement explaining the reasons for the denial.
AS 10.13.080 Display of license.
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A licensee shall post the license in a conspicuous place in the licensee's principal office.
AS 10.13.090 Transfer or assignment of license prohibited.
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A licensee may not transfer or assign its license.
AS 10.13.100 Surrender of license.
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Article 2. Corporate Matters. (a) Upon approval by a two-thirds vote of its board of directors and after complying with (b) and (c) of this section, a licensee may apply to the department to have the department accept the surrender of the licensee's license. If the department det…
AS 10.13.120 Corporate name and representation of status.
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(a) The corporate name of a licensee must include the word “BIDCO” or “Bidco” and must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. A licensee may not transact business under a name other t…
AS 10.13.130 Board of directors.
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(a) The board of directors of a licensee must have at least seven directors. (b) The board of directors shall hold at least one meeting each calendar quarter.
AS 10.13.140 Notice of officer and director changes.
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Within 30 days of each of the following events, the licensee shall notify the department in writing of the event and provide any additional information that the department requires: (1) the death, resignation, or removal of a director or officer; (2) the election of a director; o…
AS 10.13.150 Dividends.
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(a) A licensee may not pay or obligate itself to pay a cash dividend or dividend in kind to the licensee's shareholders unless the payment is consistent with a dividend policy that has been adopted by the licensee and approved by the department. (b) When approving dividend polici…
AS 10.13.160 Share buy-back.
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Article 3. Transaction of Business. A licensee may not buy back or obligate itself to buy back a share of equity interest from a shareholder without the prior approval of the department.
AS 10.13.170 Offices.
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(a) A licensee shall maintain at least one office in this state. (b) A licensee may not maintain an office outside this state. (c) The location of each office of a licensee must be reasonably accessible to the public. (d) A licensee shall post in a conspicuous place at each of th…
AS 10.13.180 Business of licensee.
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A licensee may not engage in a business other than providing financing assistance and management assistance to businesses.
AS 10.13.190 General powers.
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In addition to the other powers given by this chapter and the powers conferred on the licensee by the laws under which it is incorporated that are not inconsistent with this chapter, a licensee may (1) borrow money and otherwise incur indebtedness for the licensee's purposes, inc…
AS 10.13.200 Financing assistance form, terms, and conditions.
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A licensee may determine the form, terms, and conditions for the financing assistance that it will provide.
AS 10.13.210 Financing assistance allowed.
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The financing assistance that a licensee may provide includes (1) loans; (2) purchase of debt instruments; (3) straight equity investments including the purchase of common stock or preferred stock; (4) debt with equity features including warrants to purchase stock, convertible de…
AS 10.13.220 Participation in governmental programs.
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(a) A licensee may participate in a federal, state, or local government program for which the licensee is eligible and that has as the program's function the provision or facilitation of financing assistance or management assistance to businesses. (b) If a licensee participates i…
AS 10.13.230 Scope of management assistance.
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When providing management assistance, a licensee may provide management advice, management services, technical advice, and technical services.
AS 10.13.240 Limitation to purposes of business.
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Financing assistance and management assistance provided by a licensee to a business may only be for the business purposes of the business.
AS 10.13.250 Holding control of another business generally.
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A licensee may not hold control of another business, except as provided under AS 10.13.260 — 10.13.280. In this section, “licensee” includes the licensee in concert with a director, officer, controlling person, or affiliate of the licensee.
AS 10.13.260 Control of assisted business.
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(a) A licensee that has provided financing assistance to a business may acquire and hold control of the business to the extent it becomes necessary to protect the licensee's interest as a creditor of, or investor in, the business. (b) Unless the department approves a longer perio…
AS 10.13.270 Control of business providing financing assistance and management assistance.
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With the approval of the department, a licensee may acquire and hold control of another business that is engaged only in the business of providing financing assistance and management assistance to businesses.
AS 10.13.280 Department approval to hold control of other businesses.
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(a) With the approval of the department, a licensee may acquire and hold control of a business not otherwise allowed under AS 10.13.250 — 10.13.270. (b) The department may not approve an application under (a) of this section unless the department determines that (1) the acquisiti…
AS 10.13.285 “Hold control” defined.
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In AS 10.13.250 — 10.13.280, “hold control” means to directly or indirectly own, of record or beneficially, 50 percent or more of a business's outstanding voting equity interests.
AS 10.13.290 Business practice standards and reserves.
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(a) A licensee shall transact its business in a safe and sound manner and shall maintain itself in a safe and sound condition. (b) In determining whether a licensee is transacting business in a safe and sound manner, the department may not consider the risk of providing financing…
AS 10.13.300 Disclosure of potential conflict of interest.
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A person shall disclose a potential conflict of interest that occurs in a transaction in the financing documents of the transaction or, if the transaction does not involve financing assistance, in another appropriate document, if the person (1) participates in a decision of a lic…
AS 10.13.310 Terms and conditions where potential conflict of interest is involved.
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If a licensee provides financing assistance to a business or engages in another business transaction, and if the assistance or transaction involves a potential conflict of interest, the terms and conditions under which the licensee provides the assistance or engages in the transa…
AS 10.13.320 Examples of potential conflicts of interest.
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Article 4. Acquisitions of Control, Mergers, Purchases, and Sales. (a) In AS 10.13.300 — 10.13.310, licensee transactions that involve a potential conflict of interest include (1) providing financing assistance to a principal shareholder of the licensee, to a person controlled by…
AS 10.13.400 Acquiring control of a licensee.
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A person may not acquire control of a licensee without the prior approval of the department.
AS 10.13.410 Application to acquire control.
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(a) The department shall approve an application to acquire control of a licensee under AS 10.13.400 if the department determines that (1) the applicant and the directors and officers of the applicant are of good character and sound financial standing; (2) it is reasonable to beli…
AS 10.13.420 Determinations.
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(a) When the department is reviewing an application under AS 10.13.410, the department may determine that an (1) applicant or a director or officer of an applicant is not of good character if the person has been convicted of a crime involving fraud or dishonesty, including a conv…
AS 10.13.430 Merger.
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A licensee may not merge with another corporation unless the merger is approved by the department, and, if the licensee is not the surviving corporation, the surviving corporation is a licensee.
AS 10.13.440 Purchase.
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A licensee may not purchase all or substantially all of the business of another person unless the purchase is approved by the department.
AS 10.13.450 Sale.
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A licensee may not sell all or substantially all of the licensee's business or of the business of an office of the licensee to another person unless the purchaser is a licensee and the sale is approved by the department.
AS 10.13.460 Department approval.
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Article 5. Regulation, Fees, Records, Reports, and Examinations. The department may not approve a merger, purchase, or sale under AS 10.13.430 — 10.13.450 unless the department determines that (1) the merger, purchase, or sale will be safe and sound with respect to the acquiring …
AS 10.13.470 Administration.
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The department shall administer this chapter. The department may issue orders and may adopt regulations that, in the opinion of the department, are necessary to execute, enforce, and achieve the purposes of this chapter. Adoption of regulations under this chapter is subject to AS…
AS 10.13.480 Conditions of order or license.
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When the department issues an order or license under this chapter, the department may impose conditions that the department determines are necessary to carry out the purposes of this chapter.
AS 10.13.490 Declaratory rulings.
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The department may provide to an interested person a declaratory ruling on a provision of this chapter.
AS 10.13.500 Judicial review.
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A final order, decision, license, or other official act of the department under this chapter is subject to judicial review by the superior court under the applicable rules of court.
AS 10.13.510 Investigations.
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The department may make public or private investigations inside or outside the state that the department considers necessary to determine whether to approve an application for a license, to determine whether a person has violated or is about to violate this chapter, to aid in the…
AS 10.13.520 Investigative powers.
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For the purposes of an investigation, examination, or other proceeding under this chapter, the department may administer oaths and affirmations, subpoena witnesses, compel the attendance of witnesses, take evidence, and require the production of books, papers, correspondence, mem…
AS 10.13.530 Failure to comply or testify.
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If a person fails to comply with a subpoena issued by the department under this chapter or to testify with respect to a matter covered by this chapter, the superior court may issue an order requiring the attendance of the person and the giving of testimony or production of eviden…
AS 10.13.540 Service of process.
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If the department is authorized to make service of process in connection with a noncriminal administrative proceeding under this chapter, the department may make the service by registered or certified mail.
AS 10.13.550 Fees.
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A person shall pay the department (1) $2,500 for filing an application for a license; (2) $1,250 for filing an application for approval to acquire control of a licensee; (3) $1,250 for filing an application for approval for a merger, purchase, or sale under AS 10.13.430 — 10.13.4…
AS 10.13.560 Fee payment and refunds.
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A fee for filing an application with the department shall be paid at the time the application is filed with the department and is not refundable.
AS 10.13.570 Records and report requirements.
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(a) A licensee shall make and keep books, accounts, and other records in the form and manner, at the place, and for the period of time that the department establishes. (b) A licensee, affiliate of a licensee, and a subsidiary of a licensee shall file with the department the repor…