Title 10 — Corporations and Associations
13 chapters · 986 sections in this title.
AS 10.06.005 Purposes.
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A corporation may be organized under this chapter for any lawful purpose.
AS 10.06.010 General powers.
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Subject to the limitations in its articles of incorporation, the provisions of this chapter and other applicable law, a corporation has all the powers of a natural person in carrying out its business activities, including, without limitation, the power to (1) have perpetual succe…
AS 10.06.015 Defense of ultra vires.
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(a) An act of a corporation or a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because the corporation was without capacity or power to do the act or to make or receive the transfer, but the lack of capacity or power may be asserte…
AS 10.06.020 Limitations on powers of shareholders, officers, and directors.
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A limitation upon the powers of the shareholders, officers, or directors, or the manner or exercise of their powers, contained in or implied by the articles of incorporation, bylaws, or action of the board, or by AS 10.06.605 — 10.06.678 or 10.06.705 — 10.06.788 or by a sharehold…
AS 10.06.025 Contracts or conveyances binding domestic and foreign corporations.
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Article 2. Name, Registered Agent, Registered Office, and Service on Corporation. (a) A contract or conveyance made in the name of the corporation that is authorized or ratified by the board, or is done within the scope of the authority, actual or apparent, conferred by the board…
AS 10.06.105 Corporate name.
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(a) A corporate name must contain the word “corporation”, “company”, “incorporated”, or “limited”, or an abbreviation of one of these words. The corporate name may not contain a word or phrase that indicates or implies that the corporation is organized for a purpose other than th…
AS 10.06.110 Reservation of corporate name.
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The exclusive right to the use of a corporate name may be reserved by a (1) person intending to organize a corporation under this chapter; (2) domestic corporation intending to change its name; (3) foreign corporation intending to apply for a certificate of authority to transact …
AS 10.06.115 Application for and duration of reservation of name.
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Reservation of a corporate name is made by filing an application with the commissioner. If the commissioner finds that the name is available for corporate use under AS 10.06.105(d), the commissioner shall reserve it for the exclusive use of the applicant for a period of 120 days.
AS 10.06.120 Transfer of reserved name.
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The holder of a reserved corporate name may transfer the right to the exclusive use of the corporate name to another person by filing a notice of transfer with the commissioner, signed by the holder of the name, and specifying the name and address of the transferee.
AS 10.06.125 Registration of corporate name.
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A corporation organized and existing under the laws of a state or territory of the United States may register its corporate name if the name is available for corporate use under AS 10.06.105(d).
AS 10.06.130 Exclusive right to use name; remedies.
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(a) A corporation that is organized under this chapter has the exclusive right to the name under which it was organized. A foreign corporation that has obtained a certificate of authority under this chapter has the exclusive right to the name under which it received its certifica…
AS 10.06.135 Procedure for registration of corporate name.
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Registration of a corporate name is made by filing with the commissioner (1) an application for registration executed by an officer of the corporation setting out the name of the corporation, the state or territory under the laws of which it is incorporated, the date of incorpora…
AS 10.06.140 Fee for and duration of registered name.
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(a) The fee for registration of a corporate name shall be established by the department by regulation. (b) The registration is effective until the close of the calendar year in which the application for registration is filed unless terminated earlier by involuntary dissolution in…
AS 10.06.145 Renewal of registered name.
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A corporation that has registered its corporate name may renew the registration each year by (1) filing an application for renewal setting out the facts required in an original application for registration; (2) filing a certificate of good standing required for an original regist…
AS 10.06.150 Registered office and registered agent.
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A corporation shall continuously maintain in this state a registered agent and a registered office. The registered office may be the same as the place of business of the corporation. The registered agent may be either an individual resident of this state whose business office is …
AS 10.06.155 Registration of agent by nonresident with controlling interest. [Repealed, § 59 ch 82 SLA 1989.]
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[Repealed or reserved.]
AS 10.06.160 Filing list of registered corporations with superior court; updating and publishing. [Repealed, § 35 ch 126 SLA 1994.]
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[Repealed or reserved.]
AS 10.06.165 Change of registered office or agent by corporation.
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(a) A corporation may change its registered office, agent, or both, by filing with the department a statement signed by the president or a vice-president including (1) the name of the corporation; (2) the address of its registered office; (3) the address of its new registered off…
AS 10.06.170 Change by agent or resignation of agent.
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(a) A registered agent of a domestic or foreign corporation may change the location of the agent's office from one address to another in this state. The agent may change the registered office for each corporation for which the person is acting as registered agent by filing in the…
AS 10.06.175 Service on corporation.
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Article 3. Formation of Corporations. (a) The registered agent of a corporation is an agent upon whom process, notice, or demand required or permitted by law to be served upon the corporation may be served. (b) If a corporation fails to appoint or maintain a registered agent in t…
AS 10.06.205 Incorporators.
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One or more natural persons at least 18 years of age may act as incorporators of a corporation by signing and delivering to the commissioner an original and an exact copy of the articles of incorporation for the corporation.
AS 10.06.208 Articles of incorporation.
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The articles of incorporation must set out (1) the name of the corporation; (2) the purpose or purposes for which the corporation is organized, which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated under…
AS 10.06.210 Articles of incorporation; optional provisions.
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The articles of incorporation may set out (1) any of the following provisions, which are not effective unless expressly provided in the articles: (A) a provision granting, with or without limitations, the power to levy assessments on the shares or class of shares; (B) a provision…
AS 10.06.213 Delivery of articles of incorporation.
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An original and an exact copy of the articles of incorporation shall be delivered to the commissioner for processing under AS 10.06.910 and for issuance of a certificate of incorporation.
AS 10.06.215 Disclosure of corporate activities.
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An incorporator presenting articles of incorporation under AS 10.06.213 shall deliver, with the articles, a separate statement of the codes, from the identification codes established under AS 10.06.870, that most closely describe the activities in which the corporation will initi…
AS 10.06.218 Effect of issuance of certificate of incorporation.
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The corporate existence begins on the issuance of the certificate of incorporation. That certificate is conclusive evidence that all precedent conditions required to be performed by the incorporators have been satisfied and that the corporation has been incorporated. Issuance doe…
AS 10.06.220 Liability for acting as nonexistent corporation.
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(a) Except as provided in (b) of this section persons who assume to act as a corporation for which there has been no issuance of a certificate of incorporation under AS 10.06.218 are jointly and severally liable for debts and liabilities incurred or arising as a result of that ac…
AS 10.06.223 Organizational meeting.
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After the commencement of corporate existence by the issuance of a certificate of incorporation, an organizational meeting of either the incorporators or the board of directors named in the articles of incorporation shall be held at the call of a majority of the incorporators or …
AS 10.06.225 Power of incorporators before directors' election.
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If initial directors have not been named in the articles of incorporation, the incorporator or incorporators may do whatever is necessary and proper to perfect the organization of the corporation until the directors are elected, including the adoption and amendment of bylaws of t…
AS 10.06.228 Bylaws: adoption, amendment or repeal.
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Bylaws may be adopted, amended, or repealed either by approval of the outstanding shares or by approval of the board, except as provided in AS 10.06.230. The articles of incorporation may restrict or eliminate the power of either the board or the outstanding shares to adopt, amen…
AS 10.06.230 Bylaws: number of directors and other content.
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(a) Unless a provision is contained in the articles, the bylaws must state the number of directors of the corporation or state that the number of directors may not be less than a stated number or more than a stated number, with the exact number of the directors to be fixed, withi…
AS 10.06.233 Location and inspection of bylaws.
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Article 4. Corporate Finance. Each corporation shall keep at its principal executive office in this state or, if its principal executive office is not in this state, at its principal business office in this state, the original or a copy of its bylaws with amendments to date, whic…
AS 10.06.305 Issuance of and requirements for shares.
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(a) Subject to the provisions of this chapter, a corporation may issue one or more classes or series of shares or both, with full, limited, or no voting rights and with other rights, preferences, privileges, and restrictions as are stated or authorized in its articles of incorpor…
AS 10.06.308 Issuance of preferred or special classes of shares.
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If authorized by the articles of incorporation, a corporation may issue preferred or special classes of shares (1) subject to redemption as provided under AS 10.06.325; (2) entitling the holders to cumulative, noncumulative, or partially cumulative dividends; (3) having preferenc…
AS 10.06.310 Issuance of shares in series.
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If authorized by the articles of incorporation, the shares of a preferred or special class may be divided into and issued in series. Each series shall be designated to distinguish the shares of the series from the shares of other series and classes.
AS 10.06.313 Variation in rights and preferences of shares.
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Any or all of the rights and preferences of a series of a preferred or special class of shares and the variations in the relative rights and preferences between different series may be fixed and determined by the articles of incorporation, but shares of the same class shall be id…
AS 10.06.315 Series rights and preferences established by board.
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If the articles of incorporation expressly vest authority in the board, then, to the extent that the articles have not established series and fixed and determined the variations in the relative rights and preferences between series, the board may divide a class into series and, w…
AS 10.06.318 Manner of establishing series.
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If the authority to establish a series is contained in the articles of incorporation, the board shall adopt a resolution setting out the designation of the series and fixing and determining the relative rights and preferences of the series to the extent not fixed and determined b…
AS 10.06.320 Filing of statement before issuance of class or series.
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(a) Before the issuance of shares of a class the rights, preferences, privileges, and restrictions of which have been fixed by resolution of the board, or before the issuance of shares of a series established by resolution of the board, the corporation shall file with the commiss…
AS 10.06.323 Effect of filing statement.
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When the commissioner has filed the statement under AS 10.06.320, the resolution fixing the rights, preferences, privileges, and restrictions of a wholly unissued class of shares or the resolution establishing and designating a series of shares and fixing and determining the rela…
AS 10.06.325 Redemption of shares; creation of sinking fund; repurchase agreements.
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(a) A corporation may provide in the articles of incorporation for one or more classes or series of (1) common shares that are redeemable, in whole or in part, (A) at the option of the corporation; or (B) to the extent and upon the happening of one or more specified events; (2) p…
AS 10.06.328 Irrevocability of subscriptions for shares.
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A subscription for shares of a corporation to be organized is irrevocable for a period of six months, unless the subscription agreement provides otherwise or unless all of the subscribers consent to the revocation of the subscription.
AS 10.06.330 Payment of subscription for shares.
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Unless otherwise provided in the subscription agreement, subscriptions for shares, whether made before or after the organization of a corporation, shall be paid in full at the time or in installments as determined by the board. A call made by the board for payment on subscription…
AS 10.06.333 Remedies for default in payment.
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In case of default in the payment of an installment or call when payment is due, the corporation may proceed to collect the amount due as any debt due the corporation. The bylaws may prescribe other remedies for failure to pay installments or calls that become due. No remedy work…
AS 10.06.335 Consideration for shares.
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Shares may be issued for consideration expressed in dollars fixed by the board unless the articles of incorporation reserve to the shareholders the right to fix the consideration. If this right is reserved as to any shares, the shareholders shall, before the issuance of the share…
AS 10.06.338 Payment for shares.
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(a) Consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. Unless otherwise provided in the articles of incorporation, when payment of the cons…
AS 10.06.340 Judgment of board or shareholders as to value of consideration.
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In the absence of fraud in the transaction, the judgment of the board or the shareholders as to the value of the consideration received for shares is conclusive.
AS 10.06.343 Share rights and options.
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Subject to a provision in its articles, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders of the rights or options to purchase from the corporation shares o…
AS 10.06.345 Expenses of organization, reorganization, and financing.
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The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by the corporation out of the consideration received by the corporation in pa…
AS 10.06.348 Certificates representing shares.
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Except as otherwise provided under AS 10.06.349, the shares of a corporation shall be represented by certificates signed by the president or vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facs…