Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.20.340 Action for involuntary dissolution. [Repealed, § 37 ch 170 SLA 1976.]
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[Repealed or reserved.]
AS 10.20.345 Removal of ground for dissolution.
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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…
AS 10.20.350 Jurisdiction and process. [Repealed, § 39 ch 170 SLA 1976.]
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[Repealed or reserved.]
AS 10.20.355 Jurisdiction of court to liquidate assets and business of corporation.
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The superior court may liquidate the assets and business of a corporation in the cases provided in AS 10.20.360 — 10.20.370.
AS 10.20.360 Action by members for liquidation.
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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…
AS 10.20.365 Action by creditor for liquidation.
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(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…
AS 10.20.370 Liquidation on application by corporation.
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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.
AS 10.20.375 Liquidation in action by attorney general for dissolution. [Repealed, § 41 ch 170 SLA 1976.]
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[Repealed or reserved.]
AS 10.20.380 Joinder of members.
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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.
AS 10.20.385 Procedure in liquidation of corporation by court.
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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…
AS 10.20.390 Appointment of receiver; powers.
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After a hearing held upon such notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver with authority to collect the assets of the corporation, includin…
AS 10.20.395 Disposition of assets or proceeds.
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The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition of the assets shall be applied and distributed as follows: (1) all costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be pai…
AS 10.20.400 Powers and duties of receiver.
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The order appointing the liquidating receiver shall state the receiver's powers and duties. The powers and duties may be increased or diminished at any time during the liquidation proceedings.
AS 10.20.405 Compensation of receiver and attorneys.
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The court may allow from time to time, as expenses of the liquidation, compensation to the receiver and to attorneys in the proceeding, and direct the payment of compensation out of the assets of the corporation or the proceeds of a sale or disposition of assets.
AS 10.20.410 Power of receiver to sue and defend.
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A receiver of a corporation appointed under this chapter may sue and defend in all courts in the receiver's own name as receiver of the corporation.
AS 10.20.415 Exclusive jurisdiction of appointing court.
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The court appointing the receiver has exclusive jurisdiction of the corporation and its property, wherever situated.
AS 10.20.420 Qualifications of receivers.
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A receiver shall be a citizen of the United States or a corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in the state. A receiver shall give the bond the court directs with sureties…
AS 10.20.425 Filing of claims in liquidation proceedings.
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(a) In a proceeding to liquidate the assets and business of a corporation the court may require creditors of the corporation to file with the clerk of the court or with the receiver, in the form the court prescribes, proof under oath of their respective claims. (b) If the court r…
AS 10.20.430 Discontinuance of liquidation proceedings.
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The liquidation of the assets and business of a corporation may be discontinued at any time during the liquidation proceeding when it is established that cause for liquidation no longer exists. In this event, the court shall dismiss the proceeding and direct the receiver to redel…
AS 10.20.435 Decree of involuntary dissolution.
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In proceedings to liquidate the assets and business of a corporation, when the costs and expenses of the proceeding and the debts, obligations, and liabilities of the corporation have been paid and discharged or when the remaining property and assets are not sufficient to satisfy…
AS 10.20.440 Filing of decree of dissolution.
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If the court enters a decree dissolving a corporation, the clerk of the court shall file a certified copy of the decree with the commissioner. A fee may not be charged for this filing.
AS 10.20.445 Deposit with commissioner of amount due creditors or members.
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Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to a creditor or member who is unknown or cannot be found, or who is under disability and there is no legally competent person to receive the distributive portion, shall be red…
AS 10.20.450 Survival of remedy after dissolution.
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The dissolution of a corporation either by (1) the issuance of a certificate of dissolution by the commissioner, or (2) a decree of the court when the court has not liquidated the assets and business of the corporation as provided in this chapter, or (3) by expiration of its peri…
AS 10.20.452 Continued existence for certain purposes.
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Article 6. Foreign Corporations. If a dissolved corporation is the owner of real or personal property, or claims an interest in or lien upon real or personal property, the corporation through its board of directors continues to exist for five years after the date of dissolution f…
AS 10.20.455 Certificate of authority required.
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A foreign nonprofit corporation may not transact business in the state until it has procured a certificate of authority from the commissioner. A foreign corporation may not procure a certificate of authority to transact business in the state that a corporation organized under thi…
AS 10.20.460 Activities not constituting transacting business in the state.
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Without excluding other activities which may not constitute transacting business in the state, a foreign corporation does not transact business in the state by carrying on any of the following activities: (1) maintaining or defending any action or suit or an administrative or arb…
AS 10.20.465 Equal status as domestic corporations.
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A foreign corporation that has received a certificate of authority enjoys the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set out in the application under which the certificate of authority is issued and, except as otherwise pr…
AS 10.20.470 Corporate name of foreign corporation.
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A certificate of authority may not be issued to a foreign corporation unless the corporate name of the corporation (1) does not contain a word or phrase that indicates or implies that it is organized for any purpose other than the purpose contained in its articles of incorporatio…
AS 10.20.471 Assumed corporate name.
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When a foreign corporation, applying for a certificate of authority, has a name that is not available for use by the foreign corporation under AS 10.20.021(b), it shall (1) select a name under which it elects to do business in the state; (2) clearly identify on all advertising, c…
AS 10.20.475 Change of name by foreign corporation.
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When a foreign corporation authorized to transact business in the state changes its name to one under which a certificate of authority would not be granted to it, the certificate of authority of the corporation is suspended and it may not transact business in the state until it h…
AS 10.20.480 Application for certificate of authority.
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To procure a certificate of authority to transact business in the state, a foreign corporation shall file an application in duplicate with the commissioner.
AS 10.20.485 Contents of application.
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The application must set out (1) the name of the corporation and the state or country under the laws of which it is incorporated; (2) the date of incorporation and the period of duration of the corporation; (3) the address of the principal office of the corporation in the state o…
AS 10.20.490 Form and execution of application.
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The application must be on forms prescribed and furnished by the commissioner and shall be executed in duplicate by the corporation by its president or vice-president and by its secretary or an assistant secretary.
AS 10.20.495 Filing of application for certificate of authority.
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(a) Upon finding that the application conforms to law, the commissioner shall, when all fees prescribed in this chapter have been paid (1) endorse on each document the word “filed,” and the date of the filing; (2) file one duplicate original of the application in the commissioner…
AS 10.20.500 Effect of certificate of authority.
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Upon the issuance of a certificate of authority by the commissioner, the corporation may transact business in the state for the purpose set out in its application, subject, however, to the right of the state to suspend or revoke the authority as provided in this chapter.
AS 10.20.505 Registered office and registered agent of foreign corporation.
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[Repealed or reserved.]
AS 10.20.510 List of foreign corporations and registered offices and agents.
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The commissioner shall provide each clerk of the superior court with a current list of the names of all foreign corporations, the address of their registered office, and the name and address of their registered agent. The commissioner shall provide a supplement to the list indica…
AS 10.20.515 Change of registered office or registered agent of foreign corporation.
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A foreign corporation authorized to transact business in the state may change its registered office or change its registered agent, or both, upon filing with the department a statement setting out (1) the name of the corporation; (2) the address of its registered office; (3) if t…
AS 10.20.520 Execution, filing, and effective date of statement.
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The statement shall be executed by the corporation by its president or a vice-president and delivered to the commissioner. Upon finding that the statement conforms to the provisions of this chapter, the commissioner shall file the statement in the commissioner's office, and, upon…
AS 10.20.525 Service of process on foreign corporation.
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The registered agent appointed by a foreign corporation authorized to transact business in the state shall be an agent of the corporation upon whom process, notice, or demand required or permitted by law to be served upon the corporation may be served.
AS 10.20.530 Service on commissioner.
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When a foreign corporation authorized to transact business in the state, or not authorized to transact business in the state but doing so, fails to appoint or maintain a registered agent in the state, or when a registered agent cannot with reasonable diligence be found at the reg…
AS 10.20.535 Records of commissioner.
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The commissioner shall keep a record of all processes, notices, or demands served under AS 10.20.525 and 10.20.530, and shall record the time of service and the commissioner's action with reference to the service.
AS 10.20.540 Procedure not exclusive.
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Nothing in AS 10.20.525 — 10.20.535 limits or affects the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner.
AS 10.20.545 Amendment of articles of incorporation of foreign corporation.
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When the articles of incorporation of a foreign corporation authorized to transact business in the state are amended, the foreign corporation shall, within 30 days after the amendment becomes effective, file with the department a copy of the amendment authenticated by the proper …
AS 10.20.550 Merger of foreign corporation authorized to transact business in the state.
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When a foreign corporation authorized to transact business in the state is a party to a statutory merger permitted by the laws of the state or country where it is incorporated, and the corporation is the surviving corporation, it shall, within 30 days after the merger becomes eff…
AS 10.20.555 When amended certificate of authority required.
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A foreign corporation authorized to transact business in the state shall procure an amended certificate of authority if it changes its corporate name, or desires to pursue in the state other or additional purposes than those set out in its earlier application for a certificate of…
AS 10.20.560 Withdrawal of foreign corporation.
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A foreign corporation authorized to transact business in the state may withdraw from the state upon procuring from the commissioner a certificate of withdrawal. To procure a certificate of withdrawal, the foreign corporation shall deliver to the commissioner an application for wi…
AS 10.20.565 Contents of application for withdrawal.
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The application for withdrawal must set out (1) the name of the corporation and the state or country where it is incorporated; (2) that the corporation is not transacting business in the state; (3) that the corporation surrenders its authority to transact business in the state; (…
AS 10.20.570 Form and execution of application for withdrawal.
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The application for withdrawal shall be made on forms prescribed and furnished by the commissioner and shall be executed by the corporation by its president or a vice-president and by its secretary or an assistant secretary, or, if the corporation is in the hands of a receiver or…
AS 10.20.575 Filing of application for withdrawal.
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(a) Duplicate originals of the application for withdrawal shall be delivered to the commissioner. Upon finding that the application conforms to the provisions of this chapter, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each dup…