Title 10, Corporations and Associations

(a) Notwithstanding any rule at common law or provision of a general or special law or provision in their respective charters, agreements of association, articles of organization, or trust indentures, (1) a natural person, domestic corporation, foreign corporation authorized to t…

A financial institution may request membership in the corporation by making application to the board of directors on the form and in the manner the board of directors require, and membership becomes effective upon acceptance of the application by the board.

(a) Each member of the corporation shall make loans to the corporation when called upon by it to do so on the terms and other conditions approved from time to time by the board of directors, subject to the following conditions: (1) all loans limits shall be established at the tho…

Membership in the corporation is for the duration of the corporation, but upon written notice given to the corporation five years in advance, a member may withdraw from membership in the corporation at the expiration date of the notice.

The stockholders and the members of the corporation have the following powers of the corporation: (1) to determine the number of and elect directors as provided in AS 10.10.120; (2) to make, amend, and repeal bylaws; (3) to amend this charter as provided in AS 10.10.110; (4) to d…

(a) On all matters requiring action by the stockholders and the members of the corporation, the stockholders and members shall vote separately by classes, and except as otherwise provided in this chapter, these matters require the affirmative vote of a majority of the votes to wh…

(a) The articles of incorporation may be amended by the vote of the stockholders and the members of the corporation, voting separately by classes. Amendments must be approved by the affirmative vote of two-thirds of the votes to which the stockholders are entitled and two-thirds …

(a) The business and affairs of the corporation shall be conducted by a board of directors, a president, a vice president, a secretary, a treasurer, and other officers and agents the corporation by its bylaws may authorize. The board of directors shall consist of a number not les…

Each year the corporation shall set apart as earned surplus not less than 10 percent of its net earnings for the preceding fiscal year until the surplus equals one half of the amount paid in on the capital stock then outstanding. Whenever the amount of the surplus is less than th…

The corporation may not deposit any of its funds in a banking institution unless the institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of a director who is an officer or d…

The corporation shall be examined at least once annually by the commissioner of administration and shall make reports of its condition not less than annually to the commissioner of administration and more frequently upon call of the commissioner of administration, who in turn sha…

(a) The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place, and purpose of the meeting. A copy of the notice shall be mailed or delivered to each incorporator at least five days before the day appoint…

The duration of the corporation shall be 50 years, subject, however, to the right of the stockholders and the members to dissolve the corporation before the expiration of that period as provided in AS 10.10.180.

The corporation may upon the affirmative vote of two-thirds of the votes to which the stockholders are entitled and two-thirds of the votes to which the members are entitled dissolve the corporation. Upon dissolution of the corporation, none of the corporation's assets shall be d…

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

The credit of the state may not be pledged to a corporation organized under the provisions of this chapter.

A corporation organized under the provisions of this chapter shall be a state development company, as defined in 15 U.S.C. 661 — 696 (Small Business Investment Act of 1958), or any other similar federal legislation, and shall be authorized to operate on a statewide basis.

In this chapter, unless the context otherwise requires, (1) “board of directors” means the board of directors of the corporation created under this chapter; (2) “commissioner” means the commissioner of commerce, community, and economic development; (3) “corporation” means the Ala…

This chapter may be cited as the Business and Industrial Development Corporation Act.

The purposes of this chapter are to (1) promote economic development by encouraging the formation of one or more BIDCOs to help meet the financing assistance and management assistance needs of businesses in the state; (2) establish a system of licensing, regulation, and enforceme…

The department shall issue a license to operate as a BIDCO to a corporation that is incorporated under AS 10.06, or that has been issued a certificate of authority under AS 10.06 to transact business in the state, and that submits an application to the department, if the departme…

When applying for a license, an applicant shall provide the information required by the department in the form required by the department. The information must include information on the directors, officers, and controlling persons of the applicant, the applicant's business plan,…

(a) In order to receive a license, an applicant must demonstrate to the satisfaction of the department that the applicant has raised sufficient capital so that (1) the net worth of the BIDCO is expected to be adequate, in the context of its business plan, to support the BIDCO's m…

(a) A license may only be issued if the department determines that each director, officer, and controlling person of the applicant is (1) of good character and sound financial standing; (2) competent to perform the director's or officer's functions for the applicant; and (3) when…

The department may determine that it is not reasonable to believe that an applicant would comply with this chapter if licensed. Bases the department may use to make that determination include proof that the applicant has been convicted of a crime involving fraud or dishonesty, in…

If the department denies a license the department shall provide the applicant with a written statement explaining the reasons for the denial.

A licensee shall post the license in a conspicuous place in the licensee's principal office.

A licensee may not transfer or assign its license.

Article 2. Corporate Matters. (a) Upon approval by a two-thirds vote of its board of directors and after complying with (b) and (c) of this section, a licensee may apply to the department to have the department accept the surrender of the licensee's license. If the department det…

(a) The corporate name of a licensee must include the word “BIDCO” or “Bidco” and must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. A licensee may not transact business under a name other t…

(a) The board of directors of a licensee must have at least seven directors. (b) The board of directors shall hold at least one meeting each calendar quarter.

Within 30 days of each of the following events, the licensee shall notify the department in writing of the event and provide any additional information that the department requires: (1) the death, resignation, or removal of a director or officer; (2) the election of a director; o…

(a) A licensee may not pay or obligate itself to pay a cash dividend or dividend in kind to the licensee's shareholders unless the payment is consistent with a dividend policy that has been adopted by the licensee and approved by the department. (b) When approving dividend polici…

Article 3. Transaction of Business. A licensee may not buy back or obligate itself to buy back a share of equity interest from a shareholder without the prior approval of the department.

(a) A licensee shall maintain at least one office in this state. (b) A licensee may not maintain an office outside this state. (c) The location of each office of a licensee must be reasonably accessible to the public. (d) A licensee shall post in a conspicuous place at each of th…

A licensee may not engage in a business other than providing financing assistance and management assistance to businesses.

In addition to the other powers given by this chapter and the powers conferred on the licensee by the laws under which it is incorporated that are not inconsistent with this chapter, a licensee may (1) borrow money and otherwise incur indebtedness for the licensee's purposes, inc…

A licensee may determine the form, terms, and conditions for the financing assistance that it will provide.

The financing assistance that a licensee may provide includes (1) loans; (2) purchase of debt instruments; (3) straight equity investments including the purchase of common stock or preferred stock; (4) debt with equity features including warrants to purchase stock, convertible de…

(a) A licensee may participate in a federal, state, or local government program for which the licensee is eligible and that has as the program's function the provision or facilitation of financing assistance or management assistance to businesses. (b) If a licensee participates i…

When providing management assistance, a licensee may provide management advice, management services, technical advice, and technical services.

Financing assistance and management assistance provided by a licensee to a business may only be for the business purposes of the business.

A licensee may not hold control of another business, except as provided under AS 10.13.260 — 10.13.280. In this section, “licensee” includes the licensee in concert with a director, officer, controlling person, or affiliate of the licensee.

(a) A licensee that has provided financing assistance to a business may acquire and hold control of the business to the extent it becomes necessary to protect the licensee's interest as a creditor of, or investor in, the business. (b) Unless the department approves a longer perio…

With the approval of the department, a licensee may acquire and hold control of another business that is engaged only in the business of providing financing assistance and management assistance to businesses.