Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.45.010 Incorporation.
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(a) One or more persons each of whom is licensed to render a professional service in this state may incorporate a professional corporation by filing articles of incorporation with the Department of Commerce, Community, and Economic Development. The articles shall meet the require…
AS 10.45.020 Rendering professional service and charging fees.
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A professional corporation may render one type of professional service only. It may charge fees for the services of its directors, officers, employees, or agents, collect the fees, and compensate those who render the services.
AS 10.45.030 Who may render professional service.
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A professional corporation incorporated under this chapter may not render professional services except through the persons who are licensed within the state to render the same type of professional services as the corporation and who are its shareholders, directors, officers, empl…
AS 10.45.040 Prohibition against engaging in business; property and investments.
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A professional corporation may not engage in business; however, it may own real and personal property necessary for or appropriate in rendering its own professional services and may invest its funds in all types of investments.
AS 10.45.050 Issuance of shares.
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A professional corporation may issue shares of its capital stock to persons licensed by a regulatory board of the state to render the professional service specified in the articles of incorporation, or to a revocable or joint revocable trust if a settlor of the trust is a person …
AS 10.45.060 Qualifications of director, officer, or shareholder.
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A person may not be a director or officer of a professional corporation if the person is not a shareholder of that corporation. A person may not be a shareholder, director, or officer of more than one professional corporation at one time.
AS 10.45.070 Management by directors; authority of officers and shareholders.
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(a) The management of a professional corporation shall be vested in the board of directors which shall have the continuing exclusive authority to make the management decisions necessary to the conduct of the profession for which the professional corporation is formed. The officer…
AS 10.45.080 Transfer of shares.
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A shareholder of a professional corporation may sell or transfer shares in the professional corporation only to another individual licensed to render the same professional service as that for which the professional corporation was formed. The articles of incorporation may provide…
AS 10.45.090 Voting by proxy.
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A proxy may be given to a licensed shareholder of the same corporation to vote the shares of the professional corporation. No other person may be given a proxy.
AS 10.45.100 Voting trust prohibited.
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A voting trust may not be formed to vote the shares of a professional corporation.
AS 10.45.110 Holding stock, merging or consolidating with another professional corporation.
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A professional corporation may not hold stock in another professional corporation, or merge or consolidate with a foreign professional corporation.
AS 10.45.120 Corporate name.
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(a) The corporate name of a professional corporation shall contain the last name of one or more of its shareholders, unless the regulations of a particular regulating board or the ethics of a profession permit the use of a corporate name which does not include the surname of any …
AS 10.45.130 Change or alteration of corporate name.
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When a person whose name is part of a corporate name ceases to be a shareholder, the corporation shall alter its name to reflect this change; however, a professional corporation may retain the name of a retired or deceased shareholder in its corporate name if the regulations of a…
AS 10.45.133 Continuity of life.
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Unless the articles of incorporation expressly provide otherwise, a professional corporation shall continue as a separate entity independent of its shareholders for all purposes and for the period of time provided in the articles or until dissolved by a vote of two-thirds of the …
AS 10.45.136 No shareholder power to dissolve.
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A shareholder of a professional corporation does not have the power to dissolve the corporation by an independent act of any kind.
AS 10.45.140 Professional relationship and liabilities.
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(a) The provisions of this chapter do not modify the law applicable to the relationship between a person furnishing professional service and a person receiving the service, including liability arising out of the professional service, and including any confidential relationship be…
AS 10.45.150 Secs. 10.45.150 — 10.45.170. Corporate liability; personal liability of shareholders. [Repealed, § 8 ch 75 SLA 1969.]
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[Repealed or reserved.]
AS 10.45.180 Authority and duty of regulatory boards not limited.
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This chapter does not restrict or limit the authority and duty of the regulatory boards for the licensing of persons rendering professional services or for the practice of the profession that is within the jurisdiction of the boards.
AS 10.45.190 Professional acts limited.
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A professional corporation may not do any act that is prohibited to a person licensed to practice a profession that the professional corporation renders.
AS 10.45.200 Legal disqualification of corporate personnel.
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If a shareholder, director, officer, employee, or agent of a professional corporation is legally disqualified to render professional service in this state, or is elected or appointed to a public office which under law restricts or limits the rendering of professional services, th…
AS 10.45.210 Disposal of shares of legally disqualified shareholder.
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A professional corporation may provide in its articles of incorporation that the shares of a legally disqualified shareholder may be sold only to other shareholders or licensed persons of the same profession, or it may provide for the purchase, redemption, or retirement of the sh…
AS 10.45.220 Shares of deceased shareholder.
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(a) A professional corporation may provide for the disposal of the shares of a deceased shareholder in its articles of incorporation or bylaws, or its shareholders may provide for their disposal by private agreement. If there is no provision or private agreement, the shares shall…
AS 10.45.230 Determination of value of shares.
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If the articles of incorporation or bylaws of a professional corporation do not provide a price or method of determining a price at which the corporation may purchase, redeem, or retire the shares, or that its shareholders may purchase the shares of a deceased shareholder or a sh…
AS 10.45.240 Applicability of Alaska Corporations Code and Alaska Entity Transactions Act.
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The Alaska Corporations Code, including the provision in AS 10.06.595 that allows, with exceptions, corporations to enter into mergers, interest exchanges, conversions, and domestications under AS 10.55 (Alaska Entity Transactions Act), is applicable to professional corporations,…
AS 10.45.500 Definitions.
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In this chapter, (1) “employee” means a licensed person employed by a professional corporation to render the type of professional service for which the corporation was organized; (2) “professional corporation” means a corporation organized under this chapter to render a professio…
AS 10.45.510 Short title.
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This chapter may be cited as the Professional Corporation Act.