Title 10, Corporations and Associations

Three or more natural persons at least 19 years of age may act as incorporators of a corporation by signing and delivering in duplicate to the commissioner articles of incorporation for the corporation.

(a) The articles of incorporation must set out (1) the name of the corporation; (2) the period of its duration, which may be perpetual; (3) the purpose or purposes for which the corporation is organized; (4) provisions, not inconsistent with law, which the incorporators elect to …

(a) The articles of incorporation of every nonprofit corporation which is a private foundation, as defined in 26 U.S.C. 509 (Internal Revenue Code of 1954), are considered to contain provisions prohibiting the corporation from (1) engaging in an act of self-dealing, as defined in…

(a) Duplicate originals of the articles of incorporation shall be delivered to the commissioner. Upon finding that the articles of incorporation conform to law, the commissioner shall, when all fees prescribed by this chapter have been paid, (1) endorse on each duplicate original…

Upon the issuance of the certificate of incorporation, the corporate existence begins. The certificate of incorporation is conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been inc…

(a) After the issuance of the certificate of incorporation, an organizational meeting of the board of directors named in the articles of incorporation shall be held at a designated place, by remote communication, or at a designated place and by remote communication at the call of…

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation, as amended, contain only those provisions which might lawfully be contained in original articles of incorporation at …

(a) Amendments to the articles of incorporation shall be made in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed amendment and directing that it be submitted to a vote at a mee…

The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president, and its secretary or an assistant secretary, and must set out (1) the name of the corporation; (2) the amendment adopted; (3) if there are members entitled to vote on…

(a) Duplicate originals of the articles of amendment shall be delivered to the commissioner. Upon finding that the articles of amendment conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each duplicate original the wor…

(a) Upon the issuance of the certificate of amendment by the commissioner, the amendment becomes effective and the articles of incorporation are considered amended accordingly. (b) An amendment does not affect an existing cause of action in favor of or against the corporation, or…

(a) A domestic corporation may at any time restate its articles of incorporation as theretofore amended in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed restated articles of …

Upon approval, the restated articles of incorporation shall be executed in duplicate by the corporation by its president or a vice-president and by its secretary or assistant secretary.

The restated articles of incorporation must set out (1) the name of the corporation; (2) the period of its duration; (3) the purpose or purposes which the corporation is authorized to pursue; (4) other provisions, not inconsistent with law, which are set out in the articles of in…

(a) Duplicate originals of the restated articles of incorporation shall be delivered to the commissioner. Upon finding that the restated articles of incorporation conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each …

Two or more domestic nonprofit corporations may merge into one of the two or more corporations under a plan of merger approved in the manner provided in this chapter.

The board of directors of each corporation shall, by resolution, approve a plan of merger setting out (1) the names of the corporations proposing to merge and the name of the corporation into which they propose to merge, which is hereafter referred to as the surviving corporation…

Two or more domestic corporations may consolidate into a new corporation under a plan of consolidation approved in the manner provided in this chapter.

The board of directors of each corporation shall, by a resolution, approve a plan of consolidation setting out (1) the names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereafter referred to as…

(a) A plan of merger or consolidation shall be adopted in the manner set out in this section. (b) If the members of a merging or consolidating corporation are entitled to vote, the board of directors of the corporation shall adopt a resolution approving the proposed plan and dire…

After approval by a vote of the members, or in the case of a corporation with no members or no members entitled to vote, after approval by its board of directors, of each corporation, and before the filing of the articles of merger or consolidation, the merger or consolidation ma…

Upon approval of the plan of merger or consolidation, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or a vice-president and its secretary or an assistant secretary.

The articles of merger or consolidation must set out (1) the plan of merger or the plan of consolidation; (2) if the members of any merging or consolidating corporation are entitled to vote, as to each such corporation (A) a statement setting out the date of the meeting of member…

(a) Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the commissioner. Upon finding that the articles conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each duplicate ori…

(a) Upon the issuance of the certificate of merger or the certificate of consolidation, the merger or consolidation becomes effective. (b) Merger or consolidation has the following effect: (1) the merging or consolidating corporations are a single corporation, which, in the case …

One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the manner provided in AS 10.20.271 and 10.20.275 if the merger or consolidation is permitted by the laws of the state under which each foreign corporation is organized.

(a) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized. (b) I…

If the surviving or new corporation is to be governed by the law of this state, the effect of the merger or consolidation is the same as the merger or consolidation of domestic corporations. If the surviving or new corporation is to be governed by the laws of another state, the e…

(a) A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or pe…

Under AS 10.55 (Alaska Entity Transactions Act), a corporation may enter into mergers, interest exchanges, conversions, and domestications that are not covered by AS 10.20.216 — 10.20.280.

(a) A corporation may dissolve and wind up its affairs in the manner set out in (b) and (c) of this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question …

The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) all liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor; (2) assets held by the corporation upon condit…

(a) A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing a transfer or conveyance of assets for whi…

(a) A corporation may, at any time before the issuance of a certificate of dissolution by the commissioner, revoke the action taken to dissolve the corporation, in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a …

If voluntary dissolution proceedings have not been revoked, then, after all debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made for payment, and all of the remaining property and assets of the corporation transferred, c…

(a) Duplicate originals of the articles of dissolution shall be delivered to the commissioner. Upon finding that the articles of dissolution conform to law, the commissioner shall, when all fees prescribed by this chapter have been paid: (1) endorse on each of the duplicate origi…

Upon the issuance of the certificate of dissolution the existence of the corporation ceases, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter.

A corporation may be dissolved involuntarily by the commissioner when it is established that (1) the corporation has failed to file its biennial report within the time required by this chapter; (2) the corporation procured its articles of incorporation through fraud; (3) the corp…

When the commissioner determines that a corporation has given any cause for involuntary dissolution, the commissioner shall mail to the corporation a notice, setting out the grounds for involuntary dissolution, 60 days before a certificate of dissolution is issued. The commission…

If the corporation, within the time required by this chapter, files its biennial report or appoints or maintains a registered agent as provided in this chapter, or files with the commissioner the required statement of change of registered office or registered agent, or revokes or…

The superior court may liquidate the assets and business of a corporation in the cases provided in AS 10.20.360 — 10.20.370.

In an action by a member, the superior court may liquidate the assets and business of a corporation when it is established that (1) the directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the…

(a) In an action by a creditor, the superior court may liquidate the assets and business of a corporation when (1) the claim of the creditor has been reduced to judgment and an execution on the judgment has been returned unsatisfied and it is established that the corporation is i…

Upon application by a corporation that has filed a statement of intent to dissolve, as provided in this chapter, to have its liquidation continued under the supervision of the court, the superior court may liquidate the assets and affairs of the corporation.

It is not necessary to make members parties to an action or proceeding for liquidation of the assets of a corporation unless relief is sought against them personally.

In a proceeding to liquidate the assets and business of a corporation the superior court may issue injunctions, appoint a receiver pendente lite with powers and duties as the court may direct, and take other proceedings necessary to preserve the corporate assets wherever situated…