Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.20.005 Purposes.
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Corporations may be organized under this chapter for any lawful purpose, including, but not limited to, one or more of the following: charitable; religious; benevolent; eleemosynary; educational; civic; cemetery; patriotic; political; social; fraternal; literary; cultural; athlet…
AS 10.20.007 Corporations organized under Alaska Native Claims Settlement Act.
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A village corporation organized under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act) may be incorporated under and subject to this chapter except the name of the corporation may not contain the word “village” or otherwise imply that the corporation is a municipal co…
AS 10.20.011 General powers.
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A corporation may (1) have perpetual succession by its corporate name unless its duration is limited by its articles of incorporation; (2) sue and be sued, complain and defend, in its corporate name; (3) adopt and use a corporate seal or a facsimile thereof, which may be altered …
AS 10.20.016 Defense of ultra vires.
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(a) An act of a corporation and a conveyance or transfer of real or personal property to or by a corporation is not invalid because the corporation did not have capacity or power to perform the act or to convey or receive the property. However, lack of capacity or power may be as…
AS 10.20.021 Corporate name.
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(a) The name of a corporation may not contain a word or phrase that indicates or implies that it is organized for a purpose other than one or more of the purposes contained in the articles of incorporation of the corporation. (b) The name of the corporation must be distinguishabl…
AS 10.20.026 Registered office and registered agent.
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A corporation shall continuously maintain in the state a registered office which may be, but need not be, the same as its place of business, and a registered agent. The registered agent may be either an individual resident of the state whose business office is the same as the reg…
AS 10.20.031 Filing list of corporations.
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The department shall file a list of the name of each corporation, the address of the registered office and the name and address of the registered agent with each clerk of the superior court. The department shall provide a periodic supplement to the list indicating additions, dele…
AS 10.20.036 Change of registered office or agent.
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(a) A corporation, domestic or foreign, may change its registered office, agent, or both, by filing with the department a statement signed by the president or the vice-president setting out (1) the name of the corporation; (2) the address of its registered office; (3) the address…
AS 10.20.041 Change of location or resignation of registered agent.
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(a) If the registered agent of a corporation, domestic or foreign, changes the location of an office from one address to another within a city or town, or from one city or town in the state to another, the agent may change the registered office for each corporation for whom the a…
AS 10.20.046 Service on corporation.
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(a) The registered agent of a corporation is an agent upon whom process, notice or demand required or permitted by law to be served upon the corporation may be served. (b) Whenever a corporation fails to appoint or maintain a registered agent in the state, the commissioner is an …
AS 10.20.051 Members and liability of directors, officers, employees, and members.
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(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of the class or classes, the manner of election or appointment, and the qualifications and rights of the members of each class …
AS 10.20.056 Bylaws.
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The board of directors shall adopt the initial bylaws of a corporation. The power to adopt, alter, amend or repeal bylaws is vested in the board of directors unless it is reserved to the members by the articles of incorporation. The bylaws may contain provisions for the regulatio…
AS 10.20.061 Meetings of members.
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(a) Meetings of members may be held at a place, either inside or outside the state, which may be provided in the bylaws. In the absence of such a provision, all meetings shall be held at the registered office of the corporation in the state. (b) An annual meeting of the members s…
AS 10.20.066 Notice of meetings.
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Unless otherwise provided in the articles of incorporation or bylaws, written notice stating the manner, place, if the meeting is to be held at a designated place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is ca…
AS 10.20.071 Voting; quorum.
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(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on …
AS 10.20.076 Quorum of members.
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Unless otherwise provided in the articles of incorporation or the bylaws, members holding one-tenth of the votes entitled to be cast, represented in person, by remote communication, or by proxy, constitute a quorum at a meeting of members. However, in no event may a quorum consis…
AS 10.20.081 Board of directors.
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The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of the state or members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifi…
AS 10.20.086 Number of directors.
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(a) The number of directors of a corporation shall be at least three. The number of directors shall be fixed by the bylaws, except that the number constituting the initial board of directors shall be fixed by the articles of incorporation. (b) The number of directors may be incre…
AS 10.20.091 Membership and term of office of first board of directors.
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The names and addresses of the members of the first board of directors shall be stated in the articles of incorporation. Each member holds office until the first annual election of directors or for the period specified in the articles of incorporation. If no term of office is spe…
AS 10.20.096 Election and terms of directors.
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At the first annual election of directors and at each annual meeting thereafter the members shall elect directors to hold office for the terms provided in the bylaws. Each director holds office for the term for which elected and until a successor is elected and qualified. The ter…
AS 10.20.101 Vacancies.
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A vacancy occurring in the board of directors and a directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articl…
AS 10.20.106 Quorum of directors.
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A majority of the number of directors fixed by the bylaws, or, in the absence of a bylaw fixing the number of directors, the number stated in the articles of incorporation, constitutes a quorum for the transaction of business unless a greater number is required by the articles of…
AS 10.20.111 Executive committee.
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If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws, or, in the absence of a bylaw fixing the number of directors, the number stated in the articles of incorporation,…
AS 10.20.116 Place and notice of directors' meetings.
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(a) Regular or special meetings of the board of directors may be held at a designated place, by remote communication, or at a designated place and by remote communication. The designated place may be inside or outside the state. (b) Regular meetings of the board of directors may …
AS 10.20.121 Officers.
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(a) The officers of a corporation consist of a president, one or more vice presidents as prescribed by the bylaws, a secretary, and a treasurer. Each of the officers shall be elected by the board of directors at the time and in the manner prescribed by the bylaws. Other necessary…
AS 10.20.126 Removal of officers.
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An officer or agent may be removed by the board of directors, or by the executive committee, whenever in its judgment the best interests of the corporation will be served. Removal is without prejudice to the contract rights of the person removed. Election or appointment of an off…
AS 10.20.131 Books and records; inspection.
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(a) A corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal o…
AS 10.20.136 Shares of stock and dividends prohibited; compensation, benefits, and distributions.
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A corporation may not have or issue shares of stock. No dividend may be paid and no part of the income or profit of a corporation may be distributed to its members, directors, or officers. A corporation may pay compensation in a reasonable amount to its members, directors, or off…
AS 10.20.141 Loans to directors and officers prohibited.
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Article 2. Formation of Corporations. A corporation may not make loans to its directors or officers. A director or officer who assents to or participates in the making of such a loan shall be liable to the corporation for the amount of the loan until its repayment.
AS 10.20.146 Incorporators.
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Three or more natural persons at least 19 years of age may act as incorporators of a corporation by signing and delivering in duplicate to the commissioner articles of incorporation for the corporation.
AS 10.20.151 Articles of incorporation; relationship to bylaws; director liability.
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(a) The articles of incorporation must set out (1) the name of the corporation; (2) the period of its duration, which may be perpetual; (3) the purpose or purposes for which the corporation is organized; (4) provisions, not inconsistent with law, which the incorporators elect to …
AS 10.20.153 Provisions considered to be in articles of incorporation by operation of law; option to exclude provision.
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(a) The articles of incorporation of every nonprofit corporation which is a private foundation, as defined in 26 U.S.C. 509 (Internal Revenue Code of 1954), are considered to contain provisions prohibiting the corporation from (1) engaging in an act of self-dealing, as defined in…
AS 10.20.156 Filing of articles of incorporation.
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(a) Duplicate originals of the articles of incorporation shall be delivered to the commissioner. Upon finding that the articles of incorporation conform to law, the commissioner shall, when all fees prescribed by this chapter have been paid, (1) endorse on each duplicate original…
AS 10.20.161 Effect of issuance of certificate of incorporation.
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Upon the issuance of the certificate of incorporation, the corporate existence begins. The certificate of incorporation is conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been inc…
AS 10.20.166 Organizational meeting of directors; first meeting of members.
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Article 3. Amendment. (a) After the issuance of the certificate of incorporation, an organizational meeting of the board of directors named in the articles of incorporation shall be held at a designated place, by remote communication, or at a designated place and by remote commun…
AS 10.20.171 Right to amend articles of incorporation.
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[Repealed or reserved.]
AS 10.20.176 Procedure to amend articles of incorporation.
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(a) Amendments to the articles of incorporation shall be made in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed amendment and directing that it be submitted to a vote at a mee…
AS 10.20.181 Articles of amendment.
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The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president, and its secretary or an assistant secretary, and must set out (1) the name of the corporation; (2) the amendment adopted; (3) if there are members entitled to vote on…
AS 10.20.186 Filing of articles of amendment.
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(a) Duplicate originals of the articles of amendment shall be delivered to the commissioner. Upon finding that the articles of amendment conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each duplicate original the wor…
AS 10.20.191 Effect of certificate of amendment.
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(a) Upon the issuance of the certificate of amendment by the commissioner, the amendment becomes effective and the articles of incorporation are considered amended accordingly. (b) An amendment does not affect an existing cause of action in favor of or against the corporation, or…
AS 10.20.196 Restated articles of incorporation.
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(a) A domestic corporation may at any time restate its articles of incorporation as theretofore amended in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed restated articles of …
AS 10.20.201 Execution of restated articles of incorporation.
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Upon approval, the restated articles of incorporation shall be executed in duplicate by the corporation by its president or a vice-president and by its secretary or assistant secretary.
AS 10.20.206 Contents of restated articles of incorporation.
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The restated articles of incorporation must set out (1) the name of the corporation; (2) the period of its duration; (3) the purpose or purposes which the corporation is authorized to pursue; (4) other provisions, not inconsistent with law, which are set out in the articles of in…
AS 10.20.211 Filing of restated articles of incorporation with commissioner.
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Article 4. Merger, Consolidation, and Disposition of Assets. (a) Duplicate originals of the restated articles of incorporation shall be delivered to the commissioner. Upon finding that the restated articles of incorporation conform to law, the commissioner shall, when all fees pr…
AS 10.20.216 Merger.
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Two or more domestic nonprofit corporations may merge into one of the two or more corporations under a plan of merger approved in the manner provided in this chapter.
AS 10.20.221 Procedure for merger.
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The board of directors of each corporation shall, by resolution, approve a plan of merger setting out (1) the names of the corporations proposing to merge and the name of the corporation into which they propose to merge, which is hereafter referred to as the surviving corporation…
AS 10.20.226 Consolidation.
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Two or more domestic corporations may consolidate into a new corporation under a plan of consolidation approved in the manner provided in this chapter.
AS 10.20.231 Procedure for consolidation.
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The board of directors of each corporation shall, by a resolution, approve a plan of consolidation setting out (1) the names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereafter referred to as…
AS 10.20.236 Adoption of plan of merger or consolidation.
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(a) A plan of merger or consolidation shall be adopted in the manner set out in this section. (b) If the members of a merging or consolidating corporation are entitled to vote, the board of directors of the corporation shall adopt a resolution approving the proposed plan and dire…
AS 10.20.241 Abandonment of plan of merger or consolidation.
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After approval by a vote of the members, or in the case of a corporation with no members or no members entitled to vote, after approval by its board of directors, of each corporation, and before the filing of the articles of merger or consolidation, the merger or consolidation ma…