Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.20.580 Effect of certificate of withdrawal.
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Upon the issuance of the certificate of withdrawal, the authority of the corporation to transact business in the state ceases.
AS 10.20.585 Grounds for revocation of certificate of authority.
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The certificate of authority of a foreign corporation to transact business in the state may be revoked by the commissioner when (1) the corporation fails to file its biennial report within the time required by this chapter, or fails to pay fees or penalties prescribed in this cha…
AS 10.20.590 Limitations on revocation of certificate of authority.
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The commissioner may not revoke a certificate of authority of a foreign corporation unless (1) the commissioner has given the corporation at least 60 days' notice by mail addressed to its registered office in the state; and (2) the corporation fails, before revocation, to file th…
AS 10.20.595 Issuance of certificate of revocation.
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Upon revoking a certificate of authority, the commissioner shall (1) issue a certificate of revocation in duplicate; (2) file one of the certificates in the commissioner's office; (3) mail to the corporation at its registered office in the state a notice of the revocation accompa…
AS 10.20.600 Effect of certificate of revocation.
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Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in the state ceases.
AS 10.20.605 Transacting business without certificate of authority as a bar to right to sue.
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A foreign corporation transacting business in the state without a certificate of authority may not maintain an action, suit, or proceeding in a court of the state until it obtains a certificate of authority. A successor or assignee of a foreign corporation transacting business wi…
AS 10.20.610 Transacting business without certificate of authority not affecting validity of contract or act, and right to defend.
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The failure of a foreign corporation to obtain a certificate of authority to transact business in the state does not impair the validity of a contract or act of it, and does not prevent the corporation from defending an action, suit, or proceeding in a court of the state.
AS 10.20.615 Liability to state for transacting business without certificate of authority.
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Article 7. Biennial Reports and Notices. A foreign corporation that transacts business in the state without a certificate of authority is liable to the state, for the years or portions of years during which it transacted business in the state without a certificate of authority, i…
AS 10.20.620 Biennial report of domestic and foreign corporations.
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Each domestic corporation and each foreign corporation authorized to transact business in the state shall file a biennial report within the time prescribed by this chapter. The information contained in the biennial report shall be given as of June 30 of the reporting year.
AS 10.20.625 Contents of biennial report.
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The biennial report must set out (1) the name of the corporation and the state or country where it is incorporated; (2) the address of the registered office of the corporation in the state, and the name of its registered agent in the state at that address, and, in the case of a f…
AS 10.20.630 Filing of biennial report of domestic and foreign corporations.
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(a) The biennial report of a domestic or foreign corporation must be delivered to the commissioner before July 2 of the reporting year. A domestic corporation filing its articles of incorporation and a foreign corporation receiving a certificate of authority during an even-number…
AS 10.20.631 Filing notice of change of officers or directors.
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Article 8. Fees and Charges. (a) In the event of a change of an officer or director during the year following the filing of the biennial report, the corporation must file a notice of change amending the report before July 2 of that year. (b) The notice must be filed in the office…
AS 10.20.635 Department fees.
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(a) The commissioner shall establish by regulation and charge and collect fees for filing (1) articles of incorporation and issuing a certificate of incorporation; (2) articles of amendment and issuing a certificate of amendment; (3) restated articles of incorporation and issuing…
AS 10.20.640 Fee for certified copies of instruments.
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The fee for furnishing a certified copy of any instrument shall be established by the department by regulation.
AS 10.20.643 Accounting and disposition of fees. [Repealed, § 28 ch 90 SLA 1991.]
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Article 9. Penalties.
AS 10.20.645 Penalties imposed upon corporation.
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(a) A domestic or foreign corporation that fails or refuses to file its biennial report for any required reporting period within the time prescribed by this chapter is subject to a penalty of $5 to be assessed by the commissioner. (b) A domestic or foreign corporation that fails …
AS 10.20.650 Penalties imposed upon officers and directors.
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Article 10. Miscellaneous Provisions. Each officer and director of a domestic or foreign corporation who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded by the commissioner in accordance with this chapter, or w…
AS 10.20.655 Interrogatories by commissioner; certification to attorney general regarding violation.
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(a) The commissioner may propound to a domestic or foreign corporation and to an officer or director of a domestic or foreign corporation those interrogatories reasonably necessary and proper for ascertaining whether the corporation has complied with the provisions of this chapte…
AS 10.20.660 Disclosure of interrogatories, answers, and information.
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Interrogatories and answers are not open to public inspection and the commissioner may not disclose facts or information obtained from the interrogatories except as an official duty of the commissioner requires or if the interrogatories or the answers are required for evidence in…
AS 10.20.665 Notice of and appeal from disapproval of document.
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If the commissioner fails to approve articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved, the commissioner, within 10 days after delivery of the document to the commissioner, shall give written…
AS 10.20.670 Appeal from revocation of certificate of authority.
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If the commissioner revokes the certificate of authority of a foreign corporation to transact business in the state under this chapter, the foreign corporation may appeal to the superior court by filing with the clerk of the court a petition setting out a copy of its certificate …
AS 10.20.673 Cancellation of filings.
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The provisions in AS 10.06 (Alaska Corporations Code) relating to the cancellation of certain corporate filings apply to nonprofit corporations.
AS 10.20.675 Certificates and certified copies to be received in evidence.
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Certificates issued by the commissioner in accordance with this chapter, and copies of documents filed in the commissioner's office in accordance with the provisions of this chapter when certified by the commissioner, are prima facie evidence of the facts stated. A certificate by…
AS 10.20.680 Use of forms furnished by the commissioner.
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All reports required by this chapter to be filed with the department or the commissioner must be on forms prescribed and furnished by the commissioner. Forms for all other documents to be filed in the office of the department or the commissioner shall be furnished by the commissi…
AS 10.20.685 Greater voting or concurrence requirements.
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When, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this chapter, the provis…
AS 10.20.690 Waiver of notice.
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When notice is required to be given to a member or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver of the notice in writing signed by the person entitled to notice, whet…
AS 10.20.695 Action by members or directors without a meeting.
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(a) Action required by this chapter to be taken at a meeting of the members or directors of a corporation, or action that may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signe…
AS 10.20.700 Unauthorized assumption of corporate powers.
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Article 11. General Provisions. Persons who assume to act as a corporation without authority are jointly and severally liable for debts and liabilities incurred or arising as a result of that action.
AS 10.20.705 [Renumbered as AS 10.20.905.]
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[Repealed or reserved.]
AS 10.20.710 [Renumbered as AS 10.20.910.]
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[Repealed or reserved.]
AS 10.20.715 [Renumbered as AS 10.20.915.]
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[Repealed or reserved.]
AS 10.20.720 [Renumbered as AS 10.20.920.]
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[Repealed or reserved.]
AS 10.20.725 [Renumbered as AS 10.20.925.]
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[Repealed or reserved.]
AS 10.20.905 Powers of commissioner.
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The commissioner has the power and authority reasonably necessary for administering this chapter efficiently and performing the duties imposed by this chapter.
AS 10.20.910 Applicability to domestic and foreign corporations.
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(a) The provisions of this chapter relating to domestic corporations apply to all corporations organized under this chapter. (b) The provisions of this chapter relating to foreign corporations apply to all foreign nonprofit corporations conducting affairs in this state for a purp…
AS 10.20.915 Application to foreign and interstate commerce.
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This chapter applies to commerce with foreign nations and among the several states only as permitted under the Constitution of the United States.
AS 10.20.920 Definitions.
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In this chapter, unless the context otherwise requires, (1) “articles of incorporation” means the original or restated articles of incorporation or articles of consolidation and all amendments to them, including articles of merger; (2) “board of directors” means the group of pers…
AS 10.20.925 Short title.
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This chapter may be cited as the Alaska Nonprofit Corporation Act.
AS 10.25.010 Powers of electric or telephone cooperative; prohibited action.
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(a) Except as provided in (b) of this section, an electric or telephone cooperative may (1) sue and be sued in its corporate name; (2) have perpetual existence; (3) adopt a corporate seal and alter it; (4) construct, buy, lease, or otherwise acquire, and equip, maintain, and oper…
AS 10.25.020 Powers of electric cooperative.
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An electric cooperative may (1) generate, manufacture, purchase, acquire, accumulate, and transmit electric energy, and distribute, sell, supply, and dispose of electric energy to its members, to governmental agencies and political subdivisions, and to other persons not exceeding…
AS 10.25.030 Powers of telephone cooperative.
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(a) A telephone cooperative may (1) furnish, improve, and expand telephone or related telecommunications service to its members and to other users not in excess of 10 percent of the number of its members; however, telephone or related telecommunications service may be made availa…
AS 10.25.040 Name.
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(a) The name of a cooperative must include the words “electric,” “telephone,” “telecommunications,” or “telecom,” as appropriate to its purpose, and “cooperative” or “association,” and the abbreviation “Inc.” (b) The name of a cooperative must be distinguishable on the records of…
AS 10.25.050 Incorporators.
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Five or more persons, including cooperatives, may organize a cooperative.
AS 10.25.060 Articles of incorporation.
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(a) The articles of incorporation of a cooperative must recite that they are executed under this chapter and must state (1) the name of the cooperative; (2) the address of its principal office; (3) the names and the addresses of the incorporators; (4) the names and addresses of i…
AS 10.25.070 Bylaws.
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The board of directors shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, merger, or consolidation. Thereafter the district delegates in cooperatives having three or more districts that are not connected by a road system to another…
AS 10.25.080 Membership.
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(a) Each incorporator of a cooperative shall be a member of the cooperative or of another cooperative that is a member of it. A person may not become a member unless that person agrees to use electric energy, telephone or related telecommunications service, or other services furn…
AS 10.25.090 Meetings of members and district delegates.
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(a) An annual meeting of the members of a cooperative shall be conducted as provided in the bylaws of the cooperative. An annual meeting of the members of a cooperative that has been divided into districts as provided for in AS 10.25.190 may consist of separate annual meetings of…
AS 10.25.100 Notice of meetings.
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Except as otherwise provided in this chapter or the articles or bylaws of a cooperative, written notice stating the time and place of each meeting of the members or district delegates shall be given to each member or district delegate, in person or by mail, electronic mail, or te…
AS 10.25.110 Quorum requirements.
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(a) Unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum, a quorum for the transaction of business at all meetings of the members of a cooperative or the members of a district of a cooperative having not more than 1,000 members is…
AS 10.25.120 Voting.
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Each member is entitled to one vote on each matter submitted to a vote of the membership. Each member of a district is entitled to one vote on each matter submitted to a vote at a district meeting. A member may not vote by proxy but may vote, if the bylaws so provide, by mail or …