Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.40.060 Corporate existence.
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Upon the filing of the articles of incorporation for record the person subscribing the articles and a successor in office by the name or title specified in the articles is a corporation sole, with continual perpetual succession.
AS 10.40.070 Corporate powers.
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A corporation organized under this chapter may (1) acquire by donation, gift, bequest, devise, or purchase, and hold and maintain real and personal property, and grant, sell, convey, or otherwise dispose of property as may be necessary to carry on or promote the objects of the co…
AS 10.40.080 Requirements for instruments.
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All deeds and other instruments of writing shall be made in the name of the corporation and signed by the person representing the corporation in the official capacity designated in the articles of incorporation, and sealed with the seal of the corporation.
AS 10.40.090 Filing impression of seal.
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An impression of the corporate seal shall be filed with the Department of Commerce, Community, and Economic Development.
AS 10.40.100 Articles as evidence of corporate existence.
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The articles of incorporation or a certified copy of those filed with the Department of Commerce, Community, and Economic Development are evidence of the existence of the corporation.
AS 10.40.105 Biennial report.
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A corporation formed under this chapter shall file a biennial report with the commissioner of commerce, community, and economic development setting out the real and personal property assets of the corporation.
AS 10.40.110 Succession to property upon death, resignation, or removal of person incorporated as corporation sole.
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In the event of the death or resignation of the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or member of the clergy, who has formed a corporation under this chapter, or such a person's removal from off…
AS 10.40.120 Succession to property on death, resignation, or removal of person not incorporated as corporation sole.
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Upon the death, resignation, or removal of an archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or member of the clergy, who at the time of death, resignation, or removal was holding the title to trust prope…
AS 10.40.125 Other transactions.
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A corporation formed under this chapter may enter into mergers, interest exchanges, conversions, and domestications under AS 10.55 (Alaska Entity Transactions Act).
AS 10.40.130 Service of process.
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(a) A corporation organized under this chapter shall continuously maintain on file with the department the name and address of a person designated to act as agent for the purpose of accepting service of process. (b) When a corporation fails to designate such a person and maintain…
AS 10.40.140 Fees and penalties.
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(a) Any document required to be filed with the commissioner under this chapter shall be accompanied by a fee to be established by the department by regulation. (b) The commissioner shall collect a penalty of $5 a year or fraction of a year of the amount due from any corporation t…
AS 10.40.145 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 religious corporations.
AS 10.40.150 Involuntary dissolution.
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(a) The commissioner, upon 60 days notice to the corporation, may involuntarily dissolve a corporation formed under this chapter, for (1) failure to file within 60 days of the close of the calendar year the report mentioned in AS 10.40.105; (2) failure to comply with AS 10.40.130…
AS 10.45.010 Incorporation.
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(a) One or more persons each of whom is licensed to render a professional service in this state may incorporate a professional corporation by filing articles of incorporation with the Department of Commerce, Community, and Economic Development. The articles shall meet the require…
AS 10.45.020 Rendering professional service and charging fees.
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A professional corporation may render one type of professional service only. It may charge fees for the services of its directors, officers, employees, or agents, collect the fees, and compensate those who render the services.
AS 10.45.030 Who may render professional service.
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A professional corporation incorporated under this chapter may not render professional services except through the persons who are licensed within the state to render the same type of professional services as the corporation and who are its shareholders, directors, officers, empl…
AS 10.45.040 Prohibition against engaging in business; property and investments.
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A professional corporation may not engage in business; however, it may own real and personal property necessary for or appropriate in rendering its own professional services and may invest its funds in all types of investments.
AS 10.45.050 Issuance of shares.
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A professional corporation may issue shares of its capital stock to persons licensed by a regulatory board of the state to render the professional service specified in the articles of incorporation, or to a revocable or joint revocable trust if a settlor of the trust is a person …
AS 10.45.060 Qualifications of director, officer, or shareholder.
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A person may not be a director or officer of a professional corporation if the person is not a shareholder of that corporation. A person may not be a shareholder, director, or officer of more than one professional corporation at one time.
AS 10.45.070 Management by directors; authority of officers and shareholders.
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(a) The management of a professional corporation shall be vested in the board of directors which shall have the continuing exclusive authority to make the management decisions necessary to the conduct of the profession for which the professional corporation is formed. The officer…
AS 10.45.080 Transfer of shares.
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A shareholder of a professional corporation may sell or transfer shares in the professional corporation only to another individual licensed to render the same professional service as that for which the professional corporation was formed. The articles of incorporation may provide…
AS 10.45.090 Voting by proxy.
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A proxy may be given to a licensed shareholder of the same corporation to vote the shares of the professional corporation. No other person may be given a proxy.
AS 10.45.100 Voting trust prohibited.
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A voting trust may not be formed to vote the shares of a professional corporation.
AS 10.45.110 Holding stock, merging or consolidating with another professional corporation.
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A professional corporation may not hold stock in another professional corporation, or merge or consolidate with a foreign professional corporation.
AS 10.45.120 Corporate name.
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(a) The corporate name of a professional corporation shall contain the last name of one or more of its shareholders, unless the regulations of a particular regulating board or the ethics of a profession permit the use of a corporate name which does not include the surname of any …
AS 10.45.130 Change or alteration of corporate name.
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When a person whose name is part of a corporate name ceases to be a shareholder, the corporation shall alter its name to reflect this change; however, a professional corporation may retain the name of a retired or deceased shareholder in its corporate name if the regulations of a…
AS 10.45.133 Continuity of life.
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Unless the articles of incorporation expressly provide otherwise, a professional corporation shall continue as a separate entity independent of its shareholders for all purposes and for the period of time provided in the articles or until dissolved by a vote of two-thirds of the …
AS 10.45.136 No shareholder power to dissolve.
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A shareholder of a professional corporation does not have the power to dissolve the corporation by an independent act of any kind.
AS 10.45.140 Professional relationship and liabilities.
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(a) The provisions of this chapter do not modify the law applicable to the relationship between a person furnishing professional service and a person receiving the service, including liability arising out of the professional service, and including any confidential relationship be…
AS 10.45.150 Secs. 10.45.150 — 10.45.170. Corporate liability; personal liability of shareholders. [Repealed, § 8 ch 75 SLA 1969.]
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[Repealed or reserved.]
AS 10.45.180 Authority and duty of regulatory boards not limited.
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This chapter does not restrict or limit the authority and duty of the regulatory boards for the licensing of persons rendering professional services or for the practice of the profession that is within the jurisdiction of the boards.
AS 10.45.190 Professional acts limited.
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A professional corporation may not do any act that is prohibited to a person licensed to practice a profession that the professional corporation renders.
AS 10.45.200 Legal disqualification of corporate personnel.
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If a shareholder, director, officer, employee, or agent of a professional corporation is legally disqualified to render professional service in this state, or is elected or appointed to a public office which under law restricts or limits the rendering of professional services, th…
AS 10.45.210 Disposal of shares of legally disqualified shareholder.
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A professional corporation may provide in its articles of incorporation that the shares of a legally disqualified shareholder may be sold only to other shareholders or licensed persons of the same profession, or it may provide for the purchase, redemption, or retirement of the sh…
AS 10.45.220 Shares of deceased shareholder.
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(a) A professional corporation may provide for the disposal of the shares of a deceased shareholder in its articles of incorporation or bylaws, or its shareholders may provide for their disposal by private agreement. If there is no provision or private agreement, the shares shall…
AS 10.45.230 Determination of value of shares.
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If the articles of incorporation or bylaws of a professional corporation do not provide a price or method of determining a price at which the corporation may purchase, redeem, or retire the shares, or that its shareholders may purchase the shares of a deceased shareholder or a sh…
AS 10.45.240 Applicability of Alaska Corporations Code and Alaska Entity Transactions Act.
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The Alaska Corporations Code, including the provision in AS 10.06.595 that allows, with exceptions, corporations to enter into mergers, interest exchanges, conversions, and domestications under AS 10.55 (Alaska Entity Transactions Act), is applicable to professional corporations,…
AS 10.45.500 Definitions.
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In this chapter, (1) “employee” means a licensed person employed by a professional corporation to render the type of professional service for which the corporation was organized; (2) “professional corporation” means a corporation organized under this chapter to render a professio…
AS 10.45.510 Short title.
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This chapter may be cited as the Professional Corporation Act.
AS 10.50.010 Authorized purposes.
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A limited liability company may be organized under this chapter for any lawful purpose, including the rendering of a professional service.
AS 10.50.015 Compliance with other laws.
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If an activity of a limited liability company or the purpose for which a limited liability company is organized is subject to another provision of law, the company shall also comply with the other provision of law.
AS 10.50.020 Limited liability company name.
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(a) The name of a limited liability company stated in the company's articles of organization must contain the words “limited liability company” or the abbreviation “L.L.C.,” or “LLC”. The word “limited” may be abbreviated as “Ltd.,” and the word “company” may be abbreviated as “C…
AS 10.50.025 Distinguishable name.
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The name of a limited liability company must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. The department may adopt regulations to implement this section. In this section, “organized entity”…
AS 10.50.030 Right to reserve name.
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The exclusive right to use a name may be reserved by a (1) person intending to organize a limited liability company and to adopt the name; (2) person intending to organize a foreign limited liability company and to register under this chapter; (3) limited liability company, or a …
AS 10.50.035 Application to reserve company name.
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Reservation of a name under AS 10.50.030 is made by filing an application with the department. If the department finds that the name is available for use by a limited liability company and is distinguishable on the records of the department under AS 10.50.025, the department shal…
AS 10.50.038 Transfer of reserved name.
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The holder of a name reserved under AS 10.50.030 may transfer the right to the exclusive use of the name to another person by filing a notice of transfer with the department, signed by the holder of the name, and specifying the name and address of the transferee.
AS 10.50.040 Registration of company name.
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A limited liability company or a foreign limited liability company may register its name if the name is distinguishable on the records of the department under AS 10.50.025.
AS 10.50.043 Exclusive right to use of name; use of nondistinguishable name.
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Organization or registration under this chapter, or registration of a name under this chapter, gives the person who has organized or registered under this chapter, or registered a name under this chapter, exclusive right to the use of the name. The person may enjoin the use of a …
AS 10.50.048 Procedure for registration of company name.
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Registration of a name under AS 10.50.040 is made by filing with the department (1) a signed application for registration setting out the name of the company, the state or territory under the laws of which it is organized, the date of organization, a statement that it is conducti…
AS 10.50.050 Duration of name registration.
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The registration of a name under AS 10.50.040 is effective until the close of the calendar year in which the application for registration is filed.