Title 10, Corporations and Associations

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.

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…

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.

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.

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 …

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…

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…

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…

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; (…

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…

(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…

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

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…

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…

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…

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

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…

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.

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, in an amount equal to all fees that would …

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.

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…

(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…

(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 of the commissioner and must…

(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…

The fee for furnishing a certified copy of any instrument shall be established by the department by regulation.

(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 …

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 who signs any articles, statement, repo…

(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…

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…

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…

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 …

The provisions in AS 10.06 (Alaska Corporations Code) relating to the cancellation of certain corporate filings apply to nonprofit corporations.

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…

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…

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…

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…

(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…

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.

The commissioner has the power and authority reasonably necessary for administering this chapter efficiently and performing the duties imposed by this chapter.

(a) The provisions of this chapter relating to domestic corporations apply to all corporations organized under this chapter. (b) The provisions of this chapter relating to foreign corporations apply to all foreign nonprofit corporations conducting affairs in this state for a purp…

This chapter applies to commerce with foreign nations and among the several states only as permitted under the Constitution of the United States.

In this chapter, unless the context otherwise requires, (1) “articles of incorporation” means the original or restated articles of incorporation or articles of consolidation and all amendments to them, including articles of merger; (2) “board of directors” means the group of pers…

This chapter may be cited as the Alaska Nonprofit Corporation Act.