Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.13.280 Department approval to hold control of other businesses.
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(a) With the approval of the department, a licensee may acquire and hold control of a business not otherwise allowed under AS 10.13.250 — 10.13.270. (b) The department may not approve an application under (a) of this section unless the department determines that (1) the acquisiti…
AS 10.13.285 “Hold control” defined.
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In AS 10.13.250 — 10.13.280, “hold control” means to directly or indirectly own, of record or beneficially, 50 percent or more of a business's outstanding voting equity interests.
AS 10.13.290 Business practice standards and reserves.
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(a) A licensee shall transact its business in a safe and sound manner and shall maintain itself in a safe and sound condition. (b) In determining whether a licensee is transacting business in a safe and sound manner, the department may not consider the risk of providing financing…
AS 10.13.300 Disclosure of potential conflict of interest.
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A person shall disclose a potential conflict of interest that occurs in a transaction in the financing documents of the transaction or, if the transaction does not involve financing assistance, in another appropriate document, if the person (1) participates in a decision of a lic…
AS 10.13.310 Terms and conditions where potential conflict of interest is involved.
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If a licensee provides financing assistance to a business or engages in another business transaction, and if the assistance or transaction involves a potential conflict of interest, the terms and conditions under which the licensee provides the assistance or engages in the transa…
AS 10.13.320 Examples of potential conflicts of interest.
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Article 4. Acquisitions of Control, Mergers, Purchases, and Sales. (a) In AS 10.13.300 — 10.13.310, licensee transactions that involve a potential conflict of interest include (1) providing financing assistance to a principal shareholder of the licensee, to a person controlled by…
AS 10.13.400 Acquiring control of a licensee.
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A person may not acquire control of a licensee without the prior approval of the department.
AS 10.13.410 Application to acquire control.
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(a) The department shall approve an application to acquire control of a licensee under AS 10.13.400 if the department determines that (1) the applicant and the directors and officers of the applicant are of good character and sound financial standing; (2) it is reasonable to beli…
AS 10.13.420 Determinations.
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(a) When the department is reviewing an application under AS 10.13.410, the department may determine that an (1) applicant or a director or officer of an applicant is not of good character if the person has been convicted of a crime involving fraud or dishonesty, including a conv…
AS 10.13.430 Merger.
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A licensee may not merge with another corporation unless the merger is approved by the department, and, if the licensee is not the surviving corporation, the surviving corporation is a licensee.
AS 10.13.440 Purchase.
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A licensee may not purchase all or substantially all of the business of another person unless the purchase is approved by the department.
AS 10.13.450 Sale.
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A licensee may not sell all or substantially all of the licensee's business or of the business of an office of the licensee to another person unless the purchaser is a licensee and the sale is approved by the department.
AS 10.13.460 Department approval.
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Article 5. Regulation, Fees, Records, Reports, and Examinations. The department may not approve a merger, purchase, or sale under AS 10.13.430 — 10.13.450 unless the department determines that (1) the merger, purchase, or sale will be safe and sound with respect to the acquiring …
AS 10.13.470 Administration.
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The department shall administer this chapter. The department may issue orders and may adopt regulations that, in the opinion of the department, are necessary to execute, enforce, and achieve the purposes of this chapter. Adoption of regulations under this chapter is subject to AS…
AS 10.13.480 Conditions of order or license.
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When the department issues an order or license under this chapter, the department may impose conditions that the department determines are necessary to carry out the purposes of this chapter.
AS 10.13.490 Declaratory rulings.
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The department may provide to an interested person a declaratory ruling on a provision of this chapter.
AS 10.13.500 Judicial review.
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A final order, decision, license, or other official act of the department under this chapter is subject to judicial review by the superior court under the applicable rules of court.
AS 10.13.510 Investigations.
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The department may make public or private investigations inside or outside the state that the department considers necessary to determine whether to approve an application for a license, to determine whether a person has violated or is about to violate this chapter, to aid in the…
AS 10.13.520 Investigative powers.
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For the purposes of an investigation, examination, or other proceeding under this chapter, the department may administer oaths and affirmations, subpoena witnesses, compel the attendance of witnesses, take evidence, and require the production of books, papers, correspondence, mem…
AS 10.13.530 Failure to comply or testify.
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If a person fails to comply with a subpoena issued by the department under this chapter or to testify with respect to a matter covered by this chapter, the superior court may issue an order requiring the attendance of the person and the giving of testimony or production of eviden…
AS 10.13.540 Service of process.
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If the department is authorized to make service of process in connection with a noncriminal administrative proceeding under this chapter, the department may make the service by registered or certified mail.
AS 10.13.550 Fees.
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A person shall pay the department (1) $2,500 for filing an application for a license; (2) $1,250 for filing an application for approval to acquire control of a licensee; (3) $1,250 for filing an application for approval for a merger, purchase, or sale under AS 10.13.430 — 10.13.4…
AS 10.13.560 Fee payment and refunds.
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A fee for filing an application with the department shall be paid at the time the application is filed with the department and is not refundable.
AS 10.13.570 Records and report requirements.
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(a) A licensee shall make and keep books, accounts, and other records in the form and manner, at the place, and for the period of time that the department establishes. (b) A licensee, affiliate of a licensee, and a subsidiary of a licensee shall file with the department the repor…
AS 10.13.580 Records kept by others.
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(a) If a person other than a licensee makes or keeps all or part of the books, accounts, or other records of the licensee, this chapter applies to the person with respect to the books, accounts, and other records to the same extent as if the person were the licensee. (b) If a per…
AS 10.13.590 Information on economic development effect.
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Each year the department shall publish and provide to the legislature information on the effect of this chapter on promoting economic development in the state. The information must include aggregate statistics on (1) the number and dollar amount of the financing assistance made b…
AS 10.13.600 Examination of licensees and subsidiaries.
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Article 6. Prohibited Activities. (a) The department may at any time examine a licensee or a subsidiary of a licensee. Licensure under this chapter constitutes implied consent to examination by the department. (b) [Repealed, § 4 ch 26 SLA 2018.] (c) At the department's request th…
AS 10.13.610 Misrepresentation.
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(a) Except as otherwise provided in AS 10.13.120, a person transacting business in the state who is not a licensee may not knowingly use a name or title that indicates that the person is a BIDCO or otherwise represent that the person is a BIDCO or a licensee. (b) A licensee may n…
AS 10.13.620 Inspection or copying refusal.
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A person having custody of all or part of the books, accounts, or other records of a licensee may not knowingly refuse to allow the department, upon request, to inspect or make copies of the records.
AS 10.13.630 Financing assistance to associates of licensee.
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A licensee may not directly or indirectly provide financing assistance to an associate of the licensee.
AS 10.13.640 Financing assistance to discharge obligation to associate of licensee.
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A licensee may not directly or indirectly provide financing assistance to discharge, or to free money for use in discharging, part or all of an obligation to an associate of the licensee. This section does not apply to a transaction of an associate of a licensee in the normal cou…
AS 10.13.650 Contemporaneous financing assistance.
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(a) If the terms on which a licensee provides financing assistance to a business are less favorable to the licensee than the terms on which an associate of the licensee provides financing assistance to the business, the licensee may not directly or indirectly provide the assistan…
AS 10.13.660 Compensation of associate.
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(a) An associate of a licensee may not directly or indirectly receive from a person to whom the licensee provides financing assistance (1) compensation in connection with the providing of the financing assistance; or (2) other things of value for procuring, influencing, or attemp…
AS 10.13.670 Exemptions.
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Article 7. Enforcement. (a) If the department finds that the exemption is in the public interest and that the regulation of the person or transaction is not necessary for the purposes of this chapter, the department may exempt a person or transaction from AS 10.13.630 — 10.13.660…
AS 10.13.700 Injunction and enforced compliance; appointment of receiver or conservator.
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If, in the opinion of the department, a person has violated this chapter, or if there is reasonable cause to believe that a person is about to violate this chapter, the department may bring an action in superior court to enjoin the violation or to enforce compliance with this cha…
AS 10.13.710 Cease and desist orders for unlicensed persons.
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If the department finds that a person has violated or that there is reasonable cause to believe that the person is about to violate AS 10.13.120(b) or 10.13.610(a), the department may order the person to cease and desist from the violation unless and until the person is issued a …
AS 10.13.720 Cease and desist orders for violations by licensees or subject persons.
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After notice and a hearing, if the department determines that a licensee or a subject person of a licensee has violated or is violating, or that there is reasonable cause to believe that the licensee or subject person is about to violate this chapter, the department may order the…
AS 10.13.730 Cease and desist orders for unsafe and unsound acts.
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After notice and a hearing, if the department determines that a licensee or subject person of a licensee has engaged in or that there is a reasonable cause to believe that the licensee or subject person is about to engage in an unsafe or unsound act with respect to the business o…
AS 10.13.740 Other cease and desist orders.
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If the department determines that a factor set out in AS 10.13.720 — 10.13.730 is true with respect to a licensee or subject person of a licensee and that the action or violation is likely to cause the insolvency or substantial dissipation of the assets or earnings of the license…
AS 10.13.750 Removal, prohibition, and suspension orders for certain acts.
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(a) The department may issue an order removing a subject person of a licensee from office with the licensee and prohibiting the subject person from further participating in any manner in the conduct of the business of the licensee if the department determines after notice and a h…
AS 10.13.760 Removal, prohibition, and suspension orders in cases of indictment, binding over, or conviction.
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(a) If the department determines that a subject person of a licensee has been indicted by a grand jury or has been bound over for trial by a court for a crime involving dishonesty or breach of trust, and that the continuation of the person as a subject person of the licensee may …
AS 10.13.770 Hearings on orders; rescission and modification.
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(a) Within 30 days after an order is issued under AS 10.13.710, 10.13.740, 10.13.750(c), or 10.13.760, the licensee or subject person of a licensee to whom the order is directed may file with the department an application for a hearing on the order. (b) If the department fails to…
AS 10.13.780 Disclosure to shareholders.
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If the department determines that the results of a department communication or order addressed to the licensee or to a subject person of the licensee should be disclosed to the licensee's shareholders, the department may require the licensee to make the disclosure in the form and…
AS 10.13.790 Meetings of directors and shareholders called by department.
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(a) If the department considers it expedient, the department may call a meeting of the board of directors or of the shareholders of a licensee. (b) The department shall send notification of the time, place, and purpose of the meeting not less than five days before the meeting to …
AS 10.13.800 Orders restricting additional financing assistance.
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(a) The department may issue an order directing a licensee to refrain from providing additional financing assistance to businesses if, in the opinion of the department, the order is necessary to protect the interests of the licensee or the public, and if, after notice and a heari…
AS 10.13.810 Taking possession of licensee.
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(a) If the department finds that a factor in AS 10.13.800 is true with respect to a licensee and that it is necessary for the protection of the interests of the licensee or of the public, the department may take immediate possession of the property and business of the licensee an…
AS 10.13.820 Receivership.
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(a) The department may apply to the superior court for the appointment of a receiver for a licensee, if the department determines that the licensee should be liquidated because (1) the licensee is insolvent; (2) the licensee has suspended payment of the licensee's obligations, ha…
AS 10.13.830 Civil penalty.
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Article 8. General Provisions. (a) If after notice and a hearing the department finds that a person has violated this chapter, the department may order the person to pay to the department a civil penalty in the amount the department specifies. The civil penalty may not exceed $1,…
AS 10.13.850 Construction of chapter.
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This chapter shall be liberally construed to accomplish its purposes.
AS 10.13.860 Application of Administrative Procedure Act to proceedings.
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A proceeding under AS 10.13.830 is subject to AS 44.62 (Administrative Procedure Act). Except as otherwise provided in this chapter, other proceedings and actions under this chapter are exempt from AS 44.62.