Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.06.995 Short title.
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This chapter may be cited as the Alaska Corporations Code.
AS 10.10.010 Incorporation.
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Three or more persons, who are residents of this state, who desire to create an industrial development corporation under this chapter for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the state and, to that end, to exercise the powers …
AS 10.10.020 Assistance of commissioner.
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The commissioner shall assist the incorporators in forming the corporation and shall meet with and advise the corporation's board of directors.
AS 10.10.030 Articles of incorporation and certificate of incorporation.
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[Repealed or reserved.]
AS 10.10.040 General powers.
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In furtherance of its purposes and in addition to the powers now or hereafter conferred on business corporations by AS 10.06.010, the corporation shall, subject to the restrictions and limitations contained in this chapter have the following powers: (1) to elect, appoint, and emp…
AS 10.10.050 Authorization of members.
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(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…
AS 10.10.060 Admission to membership.
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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.
AS 10.10.070 Loans by members.
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(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…
AS 10.10.080 Duration of membership.
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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.
AS 10.10.090 Powers of stockholders and members.
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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…
AS 10.10.100 Voting by members and stockholders.
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(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…
AS 10.10.110 Amendment of articles.
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(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 …
AS 10.10.120 Directors and officers; annual and special meetings.
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(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…
AS 10.10.130 Earned surplus.
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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…
AS 10.10.140 Designation of depository; prohibition against receiving deposits.
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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…
AS 10.10.150 Examinations, reports of condition, and required information.
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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…
AS 10.10.160 First meeting of corporation.
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(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…
AS 10.10.170 Duration of corporation.
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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.
AS 10.10.180 Dissolution of corporation.
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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…
AS 10.10.185 Cancellation of corporate filings.
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The provisions in AS 10.06 (Alaska Corporations Code) relating to the cancellation of certain corporate filings apply to corporations created under this chapter.
AS 10.10.190 Prohibition of pledge of credit of state.
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The credit of the state may not be pledged to a corporation organized under the provisions of this chapter.
AS 10.10.200 Corporation a “state development company”.
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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.
AS 10.10.210 Definitions.
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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…
AS 10.10.220 Short title.
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This chapter may be cited as the Business and Industrial Development Corporation Act.
AS 10.13.010 Purposes.
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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…
AS 10.13.020 Qualifications for BIDCO license.
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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…
AS 10.13.030 Application procedure.
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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,…
AS 10.13.040 Requisite net worth.
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(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…
AS 10.13.050 Criteria for directors, officers, and controlling persons.
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(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…
AS 10.13.060 Determination of likelihood of future noncompliance.
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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…
AS 10.13.070 Denial of application.
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If the department denies a license the department shall provide the applicant with a written statement explaining the reasons for the denial.
AS 10.13.080 Display of license.
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A licensee shall post the license in a conspicuous place in the licensee's principal office.
AS 10.13.090 Transfer or assignment of license prohibited.
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A licensee may not transfer or assign its license.
AS 10.13.100 Surrender of license.
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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…
AS 10.13.120 Corporate name and representation of status.
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(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…
AS 10.13.130 Board of directors.
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(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.
AS 10.13.140 Notice of officer and director changes.
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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…
AS 10.13.150 Dividends.
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(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…
AS 10.13.160 Share buy-back.
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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.
AS 10.13.170 Offices.
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(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…
AS 10.13.180 Business of licensee.
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A licensee may not engage in a business other than providing financing assistance and management assistance to businesses.
AS 10.13.190 General powers.
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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…
AS 10.13.200 Financing assistance form, terms, and conditions.
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A licensee may determine the form, terms, and conditions for the financing assistance that it will provide.
AS 10.13.210 Financing assistance allowed.
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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…
AS 10.13.220 Participation in governmental programs.
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(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…
AS 10.13.230 Scope of management assistance.
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When providing management assistance, a licensee may provide management advice, management services, technical advice, and technical services.
AS 10.13.240 Limitation to purposes of business.
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Financing assistance and management assistance provided by a licensee to a business may only be for the business purposes of the business.
AS 10.13.250 Holding control of another business generally.
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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.
AS 10.13.260 Control of assisted business.
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(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…
AS 10.13.270 Control of business providing financing assistance and management assistance.
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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.