Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.55.103 Relationship of this chapter to other laws.
1.0K chars
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) Except as expressly provided in this chapter, this chapter does not authorize an act prohibited by, and does not affect the application or requirements of,…
AS 10.55.104 Required notice or approval.
0.8K chars
(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger shall give the notice or obtain the approval in order to be a party to an interest exchange, conversion, or domestic…
AS 10.55.105 Status of filings.
0.1K chars
A filing under this chapter becomes part of the public organic document of the entity.
AS 10.55.106 Nonexclusivity.
0.2K chars
The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.
AS 10.55.107 Reference to external facts.
0.3K chars
A plan may refer to facts ascertainable outside of the plan if the manner in which the facts will operate on the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or a…
AS 10.55.108 Alternative means of approval of transactions.
0.3K chars
Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval of the transaction.
AS 10.55.109 Dissenters' rights.
1.3K chars
(a) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to dissenters' rights in connection with the transaction if the interest holder would have been entitled to dissenters' rights under the entity's organic law in connection with…
AS 10.55.110 Excluded entities and transactions.
0.6K chars
The following entities may not participate in a transaction under this chapter: (1) a financial institution; in this paragraph, “financial institution” has the meaning given in AS 06.01.050; (2) an insurer regulated by AS 21, including a fraternal benefit society regulated under …
AS 10.55.120 Names.
0.4K chars
Article 2. Merger. Notwithstanding the other provisions of this chapter, if a domestic entity is created under this chapter or if the name of a domestic entity is changed under this chapter, the name of the domestic entity may not be a name that is reserved or registered to anoth…
AS 10.55.201 Merger authorized.
1.1K chars
(a) Except as otherwise provided in AS 10.55.201 — 10.55.206, by complying with AS 10.55.201 — 10.55.206, (1) one or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and (2) two or more foreign entities ma…
AS 10.55.202 Plan of merger.
1.4K chars
(a) A domestic entity may become a party to a merger under AS 10.55.201 — 10.55.206 by approving a plan of merger. The plan must be in a record and contain (1) as to each merging entity, the merging entity's name, jurisdiction of organization, and type; (2) if the surviving entit…
AS 10.55.203 Approval of merger.
1.6K chars
(a) A plan of merger is not effective unless it has been approved (1) by a domestic merging entity (A) in accordance with the requirements, if any, in the merging entity's organic law and organic rules for approval of, (i) in the case of an entity that is not a business corporati…
AS 10.55.204 Amendment or abandonment of plan of merger.
2.2K chars
(a) A plan of merger of a domestic merging entity may be amended (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by the governors or interest holders of the entity in the manner provided in the plan; …
AS 10.55.205 Statement of merger; effective date.
2.6K chars
(a) A statement of merger shall be signed on behalf of each merging entity and filed with the department. (b) A statement of merger must contain (1) the name, jurisdiction of organization, and type of each merging entity that is not the surviving entity; (2) the name, jurisdictio…
AS 10.55.206 Effect of merger.
5.3K chars
Article 3. Interest Exchange. (a) When a merger becomes effective, (1) the surviving entity continues or comes into existence; (2) each merging entity that is not the surviving entity ceases to exist; (3) all property of each merging entity vests in the surviving entity without a…
AS 10.55.301 Interest exchange authorized.
1.8K chars
(a) Except as otherwise provided in this section, by complying with AS 10.55.301 — 10.55.306, (1) a domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to ac…
AS 10.55.302 Plan of interest exchange.
1.0K chars
(a) A domestic entity may be the acquired entity in an interest exchange under AS 10.55.301 — 10.55.306 by approving a plan of interest exchange. The plan must be in a record and contain (1) the name and type of the acquired entity; (2) the name, jurisdiction of organization, and…
AS 10.55.303 Approval of interest exchange.
2.6K chars
(a) A plan of interest exchange is not effective unless it has been approved (1) by a domestic acquired entity (A) in accordance with the requirements, if any, in the acquired entity's organic law and organic rules for approval of an interest exchange; (B) except as otherwise pro…
AS 10.55.304 Amendment or abandonment of plan of interest exchange.
2.3K chars
(a) A plan of interest exchange of a domestic acquired entity may be amended (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by the governors or interest holders of the entity in the manner provided i…
AS 10.55.305 Statement of interest exchange; effective date.
1.6K chars
(a) A statement of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the department. (b) A statement of interest exchange must contain (1) the name and type of the acquired entity; (2) the name, jurisdiction of organization, and type of the …
AS 10.55.306 Effect of interest exchange.
3.2K chars
Article 4. Conversion. (a) When an interest exchange becomes effective, (1) the interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged, and the interest holders of those interests are entitled only to the rights…
AS 10.55.401 Conversion authorized.
0.9K chars
(a) Except as otherwise provided in this section, by complying with AS 10.55.401 — 10.55.406, a domestic entity may become (1) a domestic entity of a different type; or (2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdictio…
AS 10.55.402 Plan of conversion.
1.1K chars
(a) A domestic entity may convert to a different type of entity under AS 10.55.401 — 10.55.406 by approving a plan of conversion. The plan must be in a record and contain (1) the name and type of the converting entity; (2) the name, jurisdiction of organization, and type of the c…
AS 10.55.403 Approval of conversion.
1.9K chars
(a) A plan of conversion is not effective unless it has been approved (1) by a domestic converting entity (A) in accordance with the requirements, if any, in the converted entity's organic rules for approval of a conversion; (B) if the converted entity's organic rules do not prov…
AS 10.55.404 Amendment or abandonment of plan of conversion.
2.2K chars
(a) A plan of conversion of a domestic converting entity may be amended (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by the governors or interest holders of the entity in the manner provided in the…
AS 10.55.405 Statement of conversion; effective date.
2.4K chars
(a) A statement of conversion shall be signed on behalf of the converting entity and filed with the department. (b) A statement of conversion must contain (1) the name, jurisdiction of organization, and type of the converting entity; (2) the name, jurisdiction of organization, an…
AS 10.55.406 Effect of conversion.
4.2K chars
Article 5. Domestication. (a) When a conversion becomes effective, (1) the converted entity is (A) organized under and subject to the organic law of the converted entity; and (B) the same entity without interruption as the converting entity; (2) all property of the converting ent…
AS 10.55.501 Domestication authorized.
0.9K chars
(a) Except as otherwise provided in this section, by complying with AS 10.55.501 — 10.55.506, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction. (b) Except as otherwi…
AS 10.55.502 Plan of domestication.
1.1K chars
(a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain (1) the name and type of the domesticating entity; (2) the name and jurisdiction of organization of the domesticated entity; (3) the…
AS 10.55.503 Approval of domestication.
1.9K chars
(a) A plan of domestication is not effective unless it has been approved (1) by a domestic domesticating entity (A) in accordance with the requirements, if any, in the domestic domesticating entity's organic rules for approval of a domestication; (B) if the domestic domesticating…
AS 10.55.504 Amendment or abandonment of plan of domestication.
2.2K chars
(a) A plan of domestication of a domestic domesticating entity may be amended (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by the governors or interest holders of the entity in the manner provided …
AS 10.55.505 Statement of domestication; effective date.
2.4K chars
(a) A statement of domestication shall be signed on behalf of the domesticating entity and filed with the department. (b) A statement of domestication must contain (1) the name, jurisdiction of organization, and type of the domesticating entity; (2) the name and jurisdiction of o…
AS 10.55.506 Effect of domestication.
4.4K chars
Article 6. Filings. (a) When a domestication becomes effective, (1) the domesticated entity is (A) organized under and subject to the organic law of the domesticated entity; and (B) the same entity without interruption as the domesticating entity; (2) all property of the domestic…
AS 10.55.601 Requirements for documents.
1.7K chars
(a) To be entitled to filing by the department under this chapter, a document must satisfy the following requirements and the requirements of any other provision of this chapter that adds to or varies these requirements: (1) this chapter must require or permit filing the document…
AS 10.55.602 Forms.
0.2K chars
The department may prescribe and furnish on request forms for documents required or permitted to be filed by this chapter, but their use is not mandatory.
AS 10.55.603 Filing, service, and copying fees.
1.0K chars
(a) The department shall collect a fee each time process is served on the commissioner under this chapter. The party to a proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding. (b) The department shall collect the fees for cop…
AS 10.55.604 Effective time and date of document.
0.5K chars
Except as provided in AS 10.55.605, a document accepted for filing is effective (1) at the date and time of filing, as evidenced by the means used by the department for recording the date and time of filing; (2) at the time specified in the document as its effective time on the d…
AS 10.55.605 Correcting filed document.
0.9K chars
(a) A domestic or foreign entity may correct a document filed by the department if (1) the document contains an inaccuracy; (2) the document was defectively signed; or (3) the electronic transmission of the document to the department was defective. (b) A document is corrected by …
AS 10.55.606 Filing duty of department.
1.1K chars
(a) A document delivered to the department for filing that satisfies the requirements of AS 10.55.601 shall be filed by the department. (b) The department files a document by recording it as filed on the date and time of receipt. After filing a document, the department shall deli…
AS 10.55.607 Appeal from refusal to file a document.
0.8K chars
(a) If the department refuses to file a document delivered for filing, the domestic or foreign entity that submitted the document for filing may, within 30 days after the return of the document, appeal the refusal to the superior court of the judicial district where the entity's …
AS 10.55.608 Evidentiary effect of copy of filed document.
0.2K chars
A certificate from the department, delivered with a copy of a document filed by the department, conclusively establishes that the original document is on file with the department.
AS 10.55.609 Penalty for signing false document.
0.2K chars
A person who signs a document the person knows is false in any material respect with intent that the document be delivered to the department for filing under this chapter is guilty of a class A misdemeanor.
AS 10.55.610 Interrogatories by department; judicial review.
1.2K chars
(a) The department may propound to a domestic or foreign entity that is a party to a transaction under this chapter interrogatories reasonably necessary and proper to enable the department to ascertain whether the entity has complied with the provisions of this chapter. (b) Inter…
AS 10.55.615 Confidentiality of information disclosed by interrogatories.
0.4K chars
Interrogatories and answers propounded and obtained under AS 10.55.610 are not open to public inspection and the department may not disclose facts or information obtained from the interrogatories except as the official duty of the department requires or unless the interrogatories…
AS 10.55.620 Failure or refusal to answer interrogatories.
0.6K chars
Unless otherwise provided by an order of court issued in response to a petition filed under AS 10.55.610, (1) an entity that fails or refuses to answer truthfully and fully interrogatories propounded by the department within the time prescribed by AS 10.55.610(b) is guilty of a c…
AS 10.55.625 Powers of department.
0.1K chars
Article 7. Miscellaneous Provisions. The department has the power reasonably necessary to perform the duties required by this chapter.
AS 10.55.701 Consistency of application.
0.2K chars
In applying and construing this chapter, consideration shall be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.
AS 10.55.702 Relation to Electronic Signatures in Global and National Commerce Act.
0.3K chars
Article 8. Definitions and Title. This chapter modifies, limits, and supersedes 15 U.S.C. 7001 — 7031 (Electronic Signatures in Global and National Commerce Act), but does not modify, limit, or supersede 15 U.S.C. 7001(c), or authorize electronic delivery of any of the notices de…
AS 10.55.901 Definitions.
7.8K chars
In this chapter, (1) “acquired entity” means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange; (2) “acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity…
AS 10.55.902 Short title.
0.1K chars
This chapter may be cited as the Alaska Entity Transactions Act.