Title 10, Corporations and Associations

(a) A plan of interest exchange of a domestic acquired entity may be amended (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by the governors or interest holders of the entity in the manner provided i…

(a) A statement of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the department. (b) A statement of interest exchange must contain (1) the name and type of the acquired entity; (2) the name, jurisdiction of organization, and type of the …

Article 4. Conversion. (a) When an interest exchange becomes effective, (1) the interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged, and the interest holders of those interests are entitled only to the rights…

(a) Except as otherwise provided in this section, by complying with AS 10.55.401 — 10.55.406, a domestic entity may become (1) a domestic entity of a different type; or (2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdictio…

(a) A domestic entity may convert to a different type of entity under AS 10.55.401 — 10.55.406 by approving a plan of conversion. The plan must be in a record and contain (1) the name and type of the converting entity; (2) the name, jurisdiction of organization, and type of the c…

(a) A plan of conversion is not effective unless it has been approved (1) by a domestic converting entity (A) in accordance with the requirements, if any, in the converted entity's organic rules for approval of a conversion; (B) if the converted entity's organic rules do not prov…

(a) A plan of conversion of a domestic converting entity may be amended (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by the governors or interest holders of the entity in the manner provided in the…

(a) A statement of conversion shall be signed on behalf of the converting entity and filed with the department. (b) A statement of conversion must contain (1) the name, jurisdiction of organization, and type of the converting entity; (2) the name, jurisdiction of organization, an…

Article 5. Domestication. (a) When a conversion becomes effective, (1) the converted entity is (A) organized under and subject to the organic law of the converted entity; and (B) the same entity without interruption as the converting entity; (2) all property of the converting ent…

(a) Except as otherwise provided in this section, by complying with AS 10.55.501 — 10.55.506, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction. (b) Except as otherwi…

(a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain (1) the name and type of the domesticating entity; (2) the name and jurisdiction of organization of the domesticated entity; (3) the…

(a) A plan of domestication is not effective unless it has been approved (1) by a domestic domesticating entity (A) in accordance with the requirements, if any, in the domestic domesticating entity's organic rules for approval of a domestication; (B) if the domestic domesticating…

(a) A plan of domestication of a domestic domesticating entity may be amended (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by the governors or interest holders of the entity in the manner provided …

(a) A statement of domestication shall be signed on behalf of the domesticating entity and filed with the department. (b) A statement of domestication must contain (1) the name, jurisdiction of organization, and type of the domesticating entity; (2) the name and jurisdiction of o…

Article 6. Filings. (a) When a domestication becomes effective, (1) the domesticated entity is (A) organized under and subject to the organic law of the domesticated entity; and (B) the same entity without interruption as the domesticating entity; (2) all property of the domestic…

(a) To be entitled to filing by the department under this chapter, a document must satisfy the following requirements and the requirements of any other provision of this chapter that adds to or varies these requirements: (1) this chapter must require or permit filing the document…

The department may prescribe and furnish on request forms for documents required or permitted to be filed by this chapter, but their use is not mandatory.

(a) The department shall collect a fee each time process is served on the commissioner under this chapter. The party to a proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding. (b) The department shall collect the fees for cop…

Except as provided in AS 10.55.605, a document accepted for filing is effective (1) at the date and time of filing, as evidenced by the means used by the department for recording the date and time of filing; (2) at the time specified in the document as its effective time on the d…

(a) A domestic or foreign entity may correct a document filed by the department if (1) the document contains an inaccuracy; (2) the document was defectively signed; or (3) the electronic transmission of the document to the department was defective. (b) A document is corrected by …

(a) A document delivered to the department for filing that satisfies the requirements of AS 10.55.601 shall be filed by the department. (b) The department files a document by recording it as filed on the date and time of receipt. After filing a document, the department shall deli…

(a) If the department refuses to file a document delivered for filing, the domestic or foreign entity that submitted the document for filing may, within 30 days after the return of the document, appeal the refusal to the superior court of the judicial district where the entity's …

A certificate from the department, delivered with a copy of a document filed by the department, conclusively establishes that the original document is on file with the department.

A person who signs a document the person knows is false in any material respect with intent that the document be delivered to the department for filing under this chapter is guilty of a class A misdemeanor.

(a) The department may propound to a domestic or foreign entity that is a party to a transaction under this chapter interrogatories reasonably necessary and proper to enable the department to ascertain whether the entity has complied with the provisions of this chapter. (b) Inter…

Interrogatories and answers propounded and obtained under AS 10.55.610 are not open to public inspection and the department may not disclose facts or information obtained from the interrogatories except as the official duty of the department requires or unless the interrogatories…

Unless otherwise provided by an order of court issued in response to a petition filed under AS 10.55.610, (1) an entity that fails or refuses to answer truthfully and fully interrogatories propounded by the department within the time prescribed by AS 10.55.610(b) is guilty of a c…

Article 7. Miscellaneous Provisions. The department has the power reasonably necessary to perform the duties required by this chapter.

In applying and construing this chapter, consideration shall be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.

Article 8. Definitions and Title. This chapter modifies, limits, and supersedes 15 U.S.C. 7001 — 7031 (Electronic Signatures in Global and National Commerce Act), but does not modify, limit, or supersede 15 U.S.C. 7001(c), or authorize electronic delivery of any of the notices de…

In this chapter, (1) “acquired entity” means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange; (2) “acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity…

This chapter may be cited as the Alaska Entity Transactions Act.