Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.06.485 Loans to directors, officers, and employees.
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(a) A loan may not be extended to an officer or employee without authorization by the board. A loan may not be extended to a director without the approval of two-thirds of the voting shares. An employee or officer who is also a director is considered a director for purposes of th…
AS 10.06.490 Indemnification of officers, directors, employees, and agents; insurance.
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Article 7. Amendments and Changes. (a) A corporation may indemnify a person who was, is, or is threatened to be made a party to a completed, pending, or threatened action or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the r…
AS 10.06.502 Permitted and prohibited amendments.
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(a) By complying with the provisions of this chapter a corporation may amend its articles of incorporation from time to time and in as many respects as desired if its articles as amended contain only provisions that would be lawful to insert in original articles filed at the time…
AS 10.06.504 Procedure to amend articles of incorporation; application to certain elections.
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(a) A corporation shall amend its articles of incorporation in the following manner: (1) if shares have not been issued, the board shall adopt a resolution setting out the proposed amendment or amendments; (2) subject to AS 10.06.506, if shares have been issued, an amendment shal…
AS 10.06.506 Class voting on amendments.
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(a) The holders of the outstanding shares of a class may vote as a class upon a proposed amendment, whether or not the holders are entitled to vote on the amendment by the provisions of the articles of incorporation, if the amendment (1) increases or decreases the aggregate numbe…
AS 10.06.508 Greater voting requirements.
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If the articles of incorporation require the vote of a larger proportion or of all of the shares of a class or series, or of a larger proportion or of all the directors, than is otherwise required by this chapter, the provision in the articles requiring the greater vote may not b…
AS 10.06.510 Execution and content of articles of amendment.
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The articles of amendment shall be executed by the corporation by its president or vice-president and by its secretary or an assistant secretary and must set out the (1) name of the corporation; (2) amendment adopted; (3) date of the approval of the amendment by the board and out…
AS 10.06.512 Filing of articles of amendment.
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An original and an exact copy of the articles of amendment shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of amendment.
AS 10.06.514 Effective date and effect of amendment.
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(a) An amendment is effective upon the issuance of a certificate of amendment by the commissioner, or on a later date, not more than 30 days after the filing of the certificate with the commissioner, as provided in the articles of amendment. (b) An amendment may not affect an exi…
AS 10.06.516 Restated articles of incorporation.
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A domestic corporation may, by resolution adopted by the board, restate its articles of incorporation as amended up to that time. Upon the adoption of the resolution, restated articles shall be executed by the corporation by its president or a vice-president and by its secretary …
AS 10.06.518 Filing of restated articles of incorporation.
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An original and an exact copy of the restated articles of incorporation shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a restated certificate of incorporation.
AS 10.06.520 Effect of issuance of restated certificate of incorporation.
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Upon the issuance of a restated certificate of incorporation, the restated articles of incorporation become effective and supersede the original articles and all amendments.
AS 10.06.522 Amendment of articles of incorporation in reorganization proceedings.
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(a) If a plan of reorganization of a corporation has been confirmed by decree or order of a court in proceedings for the reorganization of the corporation under an applicable statute of the United States relating to reorganization of corporations, the articles of the corporation …
AS 10.06.524 Filing of amendment of articles in reorganization proceedings.
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An original and an exact copy of the articles of amendment in reorganization proceedings shall be delivered to the commissioner for processing according to AS 10.06.910 and for issuance of a certificate of amendment.
AS 10.06.526 Effective date and effect of amendment of articles in reorganization proceedings.
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Article 8. Organic Change. An amendment becomes effective upon the issuance of a certificate of amendment in reorganization proceedings, and the articles are considered to be amended without action by the directors or shareholders of the corporation and with the same effect as if…
AS 10.06.530 Merger.
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Two or more domestic corporations may merge into one of such corporations under a plan of merger approved in the manner provided in AS 10.06.530 — 10.06.582.
AS 10.06.532 Procedure for merger.
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A plan of merger approved by a resolution of the board of each corporation shall be proposed setting out (1) the names of the corporations proposing to merge and the name of the surviving corporation into which they propose to merge; (2) the terms and conditions of the proposed m…
AS 10.06.534 Consolidation.
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Two or more domestic corporations may consolidate into a new domestic corporation under a plan of consolidation approved in the manner provided in AS 10.06.530 — 10.06.582.
AS 10.06.536 Procedure for consolidation.
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A plan of consolidation approved by a resolution of the board of each corporation shall be proposed setting out (1) the names of the corporations proposing to consolidate and the name of the new corporation into which they propose to consolidate; (2) the terms and conditions of t…
AS 10.06.538 Share exchange.
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All of the issued or outstanding shares of one or more classes of a domestic corporation may be acquired through the exchange of all of the issued or outstanding shares of the class or classes by another domestic or foreign corporation under a plan of exchange approved in the man…
AS 10.06.540 Procedure for share exchange.
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[Repealed or reserved.]
AS 10.06.542 Disparate treatment of shares of the same class or series prohibited; exceptions.
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(a) Except as provided in (b) of this section all shares of the same class or series shall be treated equally with respect to a distribution of shares, cash, property, rights, or securities in any plan of merger, consolidation, or share exchange. (b) Disparate treatment of shares…
AS 10.06.544 Notice to and approval by shareholders.
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Upon approval by the board of each corporation of a plan of merger, consolidation, or exchange, each board shall, by resolution, direct that the plan be submitted for approval, at either an annual or special meeting, by the outstanding shares of each corporation. Written notice s…
AS 10.06.546 Manner of approval by shareholders.
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At each meeting for which notice is given under AS 10.06.544 a vote of the shareholders shall be taken on the proposed plan of merger, consolidation, or exchange. Each outstanding share of each corporation may vote on the proposed plan whether or not the share has voting rights u…
AS 10.06.548 Abandonment of plan of merger, consolidation, or exchange.
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After approval of the outstanding shares of each corporation under AS 10.06.546 and before the filing of the articles of merger, consolidation, or exchange, the merger, consolidation, or exchange may be abandoned under provisions set out in the plan.
AS 10.06.550 Execution and contents of articles of merger, consolidation, or exchange.
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After approval, articles of merger, articles of consolidation, or articles of exchange shall be executed by each corporation by its president or a vice-president and by its secretary or an assistant secretary, and must set out the (1) plan of merger, consolidation, or exchange; (…
AS 10.06.552 Filing of articles of merger, consolidation, or exchange.
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An original and an exact copy of the articles of merger, consolidation, or exchange shall be delivered to the commissioner for processing according to AS 10.06.910 and for the issuance of a certificate of merger, consolidation, or exchange.
AS 10.06.554 Merger of subsidiary corporation.
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A corporation owning at least 90 percent of the outstanding shares of each class of another corporation may merge the other corporation into itself without approval by a vote of the shareholders of either corporation.
AS 10.06.556 Procedure for merger of subsidiary corporation.
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(a) The board of a proposed surviving corporation shall, by resolution, approve a plan of merger setting out (1) the name of the subsidiary corporation and the name of the corporation owning at least 90 percent of its shares; (2) subject to AS 10.06.542, the manner and basis of c…
AS 10.06.558 Filing of articles of merger of subsidiary corporation.
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An original and an exact copy of the articles of merger of a subsidiary corporation shall be delivered to the commissioner for processing according to AS 10.06.910 and for the issuance of a certificate of merger.
AS 10.06.560 Effective date and effect of merger, consolidation, or exchange.
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(a) A merger, consolidation, or exchange is effective upon the issuance of a certificate of merger, consolidation, or exchange by the commissioner, or on a later date, not more than 30 days after the filing of the certificate with the commissioner, as provided in the plan. (b) Wh…
AS 10.06.562 Merger, consolidation, or exchange of shares between domestic and foreign corporation.
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One or more foreign corporations and one or more domestic corporations may be merged or consolidated, or participate in an exchange, if the merger, consolidation, or exchange is permitted by the laws of the state under which each foreign corporation is organized and (1) each dome…
AS 10.06.564 Disclosure of alien affiliates.
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Not less than 20 days before the consummation of an organic change under AS 10.06.530 — 10.06.562, the surviving or new corporation shall deliver to the commissioner (1) a list of the names and addresses of each alien affiliate of the surviving or new corporation; (2) the percent…
AS 10.06.566 Disposition of assets in regular course of business; mortgage or pledge of assets.
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The board of the corporation, without the approval of the shareholders or outstanding shares of the corporation, may authorize the sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of…
AS 10.06.568 Disposition of assets not in regular course of business.
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(a) A sale, lease, exchange, or other disposition of all, or substantially all, of the property and assets, with or without the good will, of a corporation, if not in the usual and regular course of its business, may be made upon terms and conditions and for consideration, that m…
AS 10.06.570 Approval of transaction by shareholders.
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(a) At a meeting for which notice is given under AS 10.06.568(b) a vote of the shareholders shall be taken on the recommended sale, lease, exchange, or other disposition and the shareholders may fix, or may authorize the board to fix, the terms and conditions and the consideratio…
AS 10.06.572 Abandonment of transaction by board.
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The board in its discretion may abandon a sale, lease, exchange, or other disposition of assets after approval by the shares without further action or approval by the shares, subject to the rights of third parties under contracts relating to the sale, lease, exchange, or other di…
AS 10.06.574 Right of shareholders to dissent.
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(a) A shareholder may dissent from the following corporate actions: (1) a plan of merger, consolidation, or exchange to which the corporation is a party; or (2) a sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual and …
AS 10.06.576 Procedures relating to the exercise of a shareholder's right to dissent; completion of corporate action; notice of election; treatment of shares.
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(a) A shareholder electing to exercise a right to dissent shall file with the corporation, before or at the meeting of shareholders at which the proposed corporate action is submitted to a vote, a written objection to the proposed corporate action. The objection must include a no…
AS 10.06.578 Offer and payment to dissenting shareholders; circumstances where prohibited.
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(a) Within 15 days after the expiration of the period within which shareholders may file their notice of election to dissent under AS 10.06.576, or within 15 days after the proposed corporate action is completed, whichever is later, the corporation or, in the case of a merger or …
AS 10.06.580 Action to determine value of shares.
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(a) If the corporation fails to make the offer required by AS 10.06.578(a) or the shareholder rejects the offer within the 30-day period specified in AS 10.06.578(f), (1) the corporation shall, within 20 days after the expiration of the 30-day period specified in AS 10.06.578(f),…
AS 10.06.582 Status of shares acquired from dissenting shareholders.
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Shares acquired by a corporation under AS 10.06.578 and 10.06.580 shall be held and disposed of by the corporation as other shares reacquired under AS 10.06.388, except that, in the case of a merger or consolidation, they shall be held and disposed of as the plan of merger or con…
AS 10.06.590 Conversion to limited liability company. [Repealed, § 29 ch 60 SLA 2013.]
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[Repealed or reserved.]
AS 10.06.595 Application of provisions.
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Except as provided by AS 10.55.201(c)(1)(A) and 10.55.301(d), a corporation may enter into a merger, interest exchange, conversion, or domestication under AS 10.55. AS 10.06.566 and 10.06.568 do not apply to mergers, interest exchanges, conversions, and domestications that are co…
AS 10.06.600 Definitions.
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Article 9. Dissolution. In AS 10.06.530 — 10.06.590, (1) “consolidation” means a consolidation authorized by AS 10.06.534 or 10.06.562; (2) “merger” means a merger authorized by AS 10.06.530 or 10.06.562; (3) “share exchange” means a share exchange authorized by AS 10.06.538 or a…
AS 10.06.605 Voluntary dissolution by vote or written consent of shares, or by approval of the board.
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(a) A corporation may elect voluntarily to wind up and dissolve by (1) the vote of shareholders taken at a special or annual meeting with notice under AS 10.06.410 to each shareholder entitled to vote at the meeting and stating that the purpose, or one of the purposes, of the mee…
AS 10.06.608 Certificate of election: contents, signing, and filing.
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(a) A corporation that has elected to wind up and dissolve shall immediately file a certificate evidencing the election as provided in this section. (b) The certificate must be an officers' certificate or shall be signed by at least a majority of the directors then in office, by …
AS 10.06.610 Revocation of election; contents, signing, and filing of certificate.
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(a) A voluntary election to wind up and dissolve under AS 10.06.605 may be revoked before distribution of assets by an election to revoke made in the same manner as an election under AS 10.06.605. A certificate evidencing the election to revoke shall be signed and filed in the ma…
AS 10.06.613 Effective date of revocation and effect of revocation.
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Revocation of a voluntary dissolution proceeding is effective upon compliance with AS 10.06.610 and the corporation may again carry on its business.
AS 10.06.615 Commencement and conduct of voluntary proceedings for winding up; cessation of business; notice.
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(a) Voluntary proceedings for winding up the corporation commence upon the resolution of shareholders or directors of the corporation electing to wind up and dissolve, or upon the filing with the corporation of a written consent of the shareholders. (b) If a voluntary proceeding …