Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.20.485 Contents of application.
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The application must set out (1) the name of the corporation and the state or country under the laws of which it is incorporated; (2) the date of incorporation and the period of duration of the corporation; (3) the address of the principal office of the corporation in the state o…
AS 10.20.490 Form and execution of application.
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The application must be on forms prescribed and furnished by the commissioner and shall be executed in duplicate by the corporation by its president or vice-president and by its secretary or an assistant secretary.
AS 10.20.495 Filing of application for certificate of authority.
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(a) Upon finding that the application conforms to law, the commissioner shall, when all fees prescribed in this chapter have been paid (1) endorse on each document the word “filed,” and the date of the filing; (2) file one duplicate original of the application in the commissioner…
AS 10.20.500 Effect of certificate of authority.
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Upon the issuance of a certificate of authority by the commissioner, the corporation may transact business in the state for the purpose set out in its application, subject, however, to the right of the state to suspend or revoke the authority as provided in this chapter.
AS 10.20.505 Registered office and registered agent of foreign corporation.
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[Repealed or reserved.]
AS 10.20.510 List of foreign corporations and registered offices and agents.
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The commissioner shall provide each clerk of the superior court with a current list of the names of all foreign corporations, the address of their registered office, and the name and address of their registered agent. The commissioner shall provide a supplement to the list indica…
AS 10.20.515 Change of registered office or registered agent of foreign corporation.
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A foreign corporation authorized to transact business in the state may change its registered office or change its registered agent, or both, upon filing with the department a statement setting out (1) the name of the corporation; (2) the address of its registered office; (3) if t…
AS 10.20.520 Execution, filing, and effective date of statement.
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The statement shall be executed by the corporation by its president or a vice-president and delivered to the commissioner. Upon finding that the statement conforms to the provisions of this chapter, the commissioner shall file the statement in the commissioner's office, and, upon…
AS 10.20.525 Service of process on foreign corporation.
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The registered agent appointed by a foreign corporation authorized to transact business in the 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.
AS 10.20.530 Service on commissioner.
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When a foreign corporation authorized to transact business in the state, or not authorized to transact business in the state but doing so, fails to appoint or maintain a registered agent in the state, or when a registered agent cannot with reasonable diligence be found at the reg…
AS 10.20.535 Records of commissioner.
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The commissioner shall keep a record of all processes, notices, or demands served under AS 10.20.525 and 10.20.530, and shall record the time of service and the commissioner's action with reference to the service.
AS 10.20.540 Procedure not exclusive.
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Nothing in AS 10.20.525 — 10.20.535 limits or affects the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner.
AS 10.20.545 Amendment of articles of incorporation of foreign corporation.
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When the articles of incorporation of a foreign corporation authorized to transact business in the state are amended, the foreign corporation shall, within 30 days after the amendment becomes effective, file with the department a copy of the amendment authenticated by the proper …
AS 10.20.550 Merger of foreign corporation authorized to transact business in the state.
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When a foreign corporation authorized to transact business in the state is a party to a statutory merger 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 merger becomes eff…
AS 10.20.555 When amended certificate of authority required.
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A foreign corporation authorized to transact business in the state shall procure an amended certificate of authority if it changes its corporate name, or desires to pursue in the state other or additional purposes than those set out in its earlier application for a certificate of…
AS 10.20.560 Withdrawal of foreign corporation.
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A foreign corporation authorized to transact business in the state may withdraw from the state upon procuring from the commissioner a certificate of withdrawal. To procure a certificate of withdrawal, the foreign corporation shall deliver to the commissioner an application for wi…
AS 10.20.565 Contents of application for withdrawal.
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The 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 the state; (3) that the corporation surrenders its authority to transact business in the state; (…
AS 10.20.570 Form and execution of application for withdrawal.
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The 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 10.20.575 Filing of application for withdrawal.
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(a) Duplicate originals of the application for withdrawal shall be delivered to the commissioner. Upon finding that the application conforms to the provisions of this chapter, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each dup…
AS 10.20.580 Effect of certificate of withdrawal.
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Upon the issuance of the certificate of withdrawal, the authority of the corporation to transact business in the state ceases.
AS 10.20.585 Grounds for revocation of certificate of authority.
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The certificate of authority of a foreign corporation to transact business in the 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 or penalties prescribed in this cha…
AS 10.20.590 Limitations on revocation of certificate of authority.
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The commissioner may not revoke a certificate of authority of a foreign corporation unless (1) the commissioner has given the corporation at least 60 days' notice by mail addressed to its registered office in the state; and (2) the corporation fails, before revocation, to file th…
AS 10.20.595 Issuance of certificate of revocation.
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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; (3) mail to the corporation at its registered office in the state a notice of the revocation accompa…
AS 10.20.600 Effect of certificate of revocation.
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Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in the state ceases.
AS 10.20.605 Transacting business without certificate of authority as a bar to right to sue.
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A foreign corporation transacting business in the state without a certificate of authority may not maintain an action, suit, or proceeding in a court of the state until it obtains a certificate of authority. A successor or assignee of a foreign corporation transacting business wi…
AS 10.20.610 Transacting business without certificate of authority not affecting validity of contract or act, and right to defend.
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The failure of a foreign corporation to obtain a certificate of authority to transact business in the state does not impair the validity of a contract or act of it, and does not prevent the corporation from defending an action, suit, or proceeding in a court of the state.
AS 10.20.615 Liability to state for transacting business without certificate of authority.
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Article 7. Biennial Reports and Notices. A foreign corporation that transacts business in the state without a certificate of authority is liable to the state, for the years or portions of years during which it transacted business in the state without a certificate of authority, i…
AS 10.20.620 Biennial report of domestic and foreign corporations.
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Each domestic corporation and each foreign corporation authorized to transact business in the state shall file a biennial report within the time prescribed by this chapter. The information contained in the biennial report shall be given as of June 30 of the reporting year.
AS 10.20.625 Contents of biennial report.
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The 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 the state, and the name of its registered agent in the state at that address, and, in the case of a f…
AS 10.20.630 Filing of biennial report of domestic and foreign corporations.
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(a) The biennial report of a domestic or foreign corporation must be delivered to the commissioner before July 2 of the reporting year. A domestic corporation filing its articles of incorporation and a foreign corporation receiving a certificate of authority during an even-number…
AS 10.20.631 Filing notice of change of officers or directors.
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Article 8. Fees and Charges. (a) In the event of a change of an officer or director during the year following the filing of the biennial report, the corporation must file a notice of change amending the report before July 2 of that year. (b) The notice must be filed in the office…
AS 10.20.635 Department fees.
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(a) The commissioner shall establish by regulation and charge and collect fees for filing (1) articles of incorporation and issuing a certificate of incorporation; (2) articles of amendment and issuing a certificate of amendment; (3) restated articles of incorporation and issuing…
AS 10.20.640 Fee for certified copies of instruments.
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The fee for furnishing a certified copy of any instrument shall be established by the department by regulation.
AS 10.20.643 Accounting and disposition of fees. [Repealed, § 28 ch 90 SLA 1991.]
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Article 9. Penalties.
AS 10.20.645 Penalties imposed upon corporation.
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(a) A domestic or foreign corporation that fails or refuses to file its biennial report for any required reporting period within the time prescribed by this chapter is subject to a penalty of $5 to be assessed by the commissioner. (b) A domestic or foreign corporation that fails …
AS 10.20.650 Penalties imposed upon officers and directors.
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Article 10. Miscellaneous Provisions. Each officer and director of a domestic or foreign corporation who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded by the commissioner in accordance with this chapter, or w…
AS 10.20.655 Interrogatories by commissioner; certification to attorney general regarding violation.
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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 those interrogatories reasonably necessary and proper for ascertaining whether the corporation has complied with the provisions of this chapte…
AS 10.20.660 Disclosure of interrogatories, answers, and information.
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Interrogatories and answers are not open to public inspection and the commissioner may not disclose facts or information obtained from the interrogatories except as an official duty of the commissioner requires or if the interrogatories or the answers are required for evidence in…
AS 10.20.665 Notice of and appeal from disapproval of document.
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If the commissioner fails to approve articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved, the commissioner, within 10 days after delivery of the document to the commissioner, shall give written…
AS 10.20.670 Appeal from revocation of certificate of authority.
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If the commissioner revokes the certificate of authority of a foreign corporation to transact business in the state under this chapter, the foreign corporation may appeal to the superior court by filing with the clerk of the court a petition setting out a copy of its certificate …
AS 10.20.673 Cancellation of filings.
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The provisions in AS 10.06 (Alaska Corporations Code) relating to the cancellation of certain corporate filings apply to nonprofit corporations.
AS 10.20.675 Certificates and certified copies to be received in evidence.
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Certificates issued by the commissioner in accordance with this chapter, and copies of documents filed in the commissioner's office in accordance with the provisions of this chapter when certified by the commissioner, are prima facie evidence of the facts stated. A certificate by…
AS 10.20.680 Use of forms furnished by the commissioner.
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All 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 all other documents to be filed in the office of the department or the commissioner shall be furnished by the commissi…
AS 10.20.685 Greater voting or concurrence requirements.
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When, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this chapter, the provis…
AS 10.20.690 Waiver of notice.
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When notice is required to be given to a member or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver of the notice in writing signed by the person entitled to notice, whet…
AS 10.20.695 Action by members or directors without a meeting.
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(a) Action required by this chapter to be taken at a meeting of the members or directors of a corporation, or action that may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signe…
AS 10.20.700 Unauthorized assumption of corporate powers.
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Article 11. General Provisions. Persons who assume to act as a corporation without authority are jointly and severally liable for debts and liabilities incurred or arising as a result of that action.
AS 10.20.705 [Renumbered as AS 10.20.905.]
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[Repealed or reserved.]
AS 10.20.710 [Renumbered as AS 10.20.910.]
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[Repealed or reserved.]
AS 10.20.715 [Renumbered as AS 10.20.915.]
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[Repealed or reserved.]