2011 Alaska Statutes
Title 10. CORPORATIONS AND ASSOCIATIONS
Chapter 10.06. ALASKA CORPORATIONS CODE

• Sec. 10.06.005. Purposes.
• Sec. 10.06.010. General powers.
• Sec. 10.06.015. Defense of ultra vires.
• Sec. 10.06.020. Limitations on powers of shareholders, officers, and directors.
• Sec. 10.06.025. Contracts or conveyances binding domestic and foreign corporations.
• Sec. 10.06.105. Corporate name.
• Sec. 10.06.110. Reservation of corporate name.
• Sec. 10.06.115. Application for and duration of reservation of name.
• Sec. 10.06.120. Transfer of reserved name.
• Sec. 10.06.125. Registration of corporate name.
• Sec. 10.06.130. Exclusive use of name; remedies.
• Sec. 10.06.135. Procedure for registration of corporate name.
• Sec. 10.06.140. Fee for and duration of registered name.
• Sec. 10.06.145. Renewal of registered name.
• Sec. 10.06.150. Registered office and registered agent.
• Sec. 10.06.155. Registration of agent by nonresident with controlling interest. [Repealed, Sec. 59 ch 82 SLA 1989].
• Sec. 10.06.160. Filing list of registered corporations with superior court; updating and publishing. [Repealed, Sec. 35 ch 126 SLA 1994].
• Sec. 10.06.165. Change of registered office or agent by corporation.
• Sec. 10.06.170. Change by agent or resignation of agent.
• Sec. 10.06.175. Service on corporation.
• Sec. 10.06.205. Incorporators.
• Sec. 10.06.208. Articles of incorporation.
• Sec. 10.06.210. Articles of incorporation; optional provisions.
• Sec. 10.06.213. Delivery of articles of incorporation.
• Sec. 10.06.215. Disclosure of corporate purposes.
• Sec. 10.06.218. Effect of issuance of certificate of incorporation.
• Sec. 10.06.220. Liability for acting as nonexistent corporation.
• Sec. 10.06.223. Organizational meeting.
• Sec. 10.06.225. Power of incorporators before directors' election.
• Sec. 10.06.228. Bylaws: adoption, amendment or repeal.
• Sec. 10.06.230. Bylaws: number of directors and other content.
• Sec. 10.06.233. Location and inspection of bylaws.
• Sec. 10.06.305. Issuance of and requirements for shares.
• Sec. 10.06.308. Issuance of preferred or special classes of shares.
• Sec. 10.06.310. Issuance of shares in series.
• Sec. 10.06.313. Variation in rights and preferences of shares.
• Sec. 10.06.315. Series rights and preferences established by board.
• Sec. 10.06.318. Manner of establishing series.
• Sec. 10.06.320. Filing of statement before issuance of class or series.
• Sec. 10.06.323. Effect of filing statement.
• Sec. 10.06.325. Redemption of shares; creation of sinking fund; repurchase agreements.
• Sec. 10.06.328. Irrevocability of subscriptions for shares.
• Sec. 10.06.330. Payment of subscription for shares.
• Sec. 10.06.333. Remedies for default in payment.
• Sec. 10.06.335. Consideration for shares.
• Sec. 10.06.338. Payment for shares.
• Sec. 10.06.340. Judgment of board or shareholders as to value of consideration conclusive.
• Sec. 10.06.343. Stock rights and options.
• Sec. 10.06.345. Expenses of organization, reorganization, and financing.
• Sec. 10.06.348. Certificates representing shares.
• Sec. 10.06.349. Shares without certificates.
• Sec. 10.06.350. Information required to be stated on certificate.
• Sec. 10.06.353. Full payment required for share.
• Sec. 10.06.355. Issuance of fractional shares or scrip.
• Sec. 10.06.356. Shares held by nominees.
• Sec. 10.06.358. Distributions; conditions.
• Sec. 10.06.360. Prohibited distribution; inability to meet maturing liabilities.
• Sec. 10.06.363. Prohibited distribution on junior shares; liquidation preference.
• Sec. 10.06.365. Prohibited distribution on junior shares; ratio of retained earnings.
• Sec. 10.06.368. Exception for purchase or redemption of shares of deceased shareholder.
• Sec. 10.06.370. Inapplicability to regulated investment company.
• Sec. 10.06.373. Share dividends: restrictions.
• Sec. 10.06.375. Additional restrictions in articles, bylaws, indentures, or agreements.
• Sec. 10.06.378. Liability of shareholders receiving prohibited distributions; suit against shareholders.
• Sec. 10.06.380. Identification of distribution in notice to shareholders.
• Sec. 10.06.383. Inapplicability to winding up and involuntary or voluntary dissolution.
• Sec. 10.06.385. Redemption of shares at the option of corporation; manner.
• Sec. 10.06.388. Acquisition of corporation's own shares; reissuance or retirement.
• Sec. 10.06.390. Capitalization of retained earnings.
• Sec. 10.06.405. Meetings of shareholders.
• Sec. 10.06.408. Closing of transfer books and fixing record date.
• Sec. 10.06.410. Notice of shareholders' meetings.
• Sec. 10.06.411. Delivery of information and items to shareholders.
• Sec. 10.06.413. Voting list; liability.
• Sec. 10.06.415. Quorum of shareholders.
• Sec. 10.06.418. Proxies.
• Sec. 10.06.420. Voting of shares.
• Sec. 10.06.421. Corporation's acceptance of certain documents.
• Sec. 10.06.423. Actions taken without meeting: written consent; revocation of consent.
• Sec. 10.06.424. Shareholder agreements.
• Sec. 10.06.425. Voting trusts and agreements among shareholders.
• Sec. 10.06.428. Shareholders' preemptive rights.
• Sec. 10.06.430. Books and records.
• Sec. 10.06.433. Annual report to shareholders; content; financial statement on request.
• Sec. 10.06.435. Shareholders' derivative action.
• Sec. 10.06.438. Liability of shareholders and subscribers.
• Sec. 10.06.450. Board of directors; duty of care; right of inspection; failure to dissent.
• Sec. 10.06.453. Number, election, and tenure of directors; initial directors.
• Sec. 10.06.455. Classification of directors.
• Sec. 10.06.458. Declaration of board vacancy where director of unsound mind.
• Sec. 10.06.460. Removal of director without cause.
• Sec. 10.06.463. Removal of director by superior court.
• Sec. 10.06.465. Vacancies and resignation; special meeting of shareholders.
• Sec. 10.06.468. Executive and other board committees.
• Sec. 10.06.470. Meetings: call, place, notice, and waiver.
• Sec. 10.06.473. Quorum of directors.
• Sec. 10.06.475. Alternative meeting arrangements; informal action by directors.
• Sec. 10.06.478. Director conflicts of interest.
• Sec. 10.06.480. Liability of directors and shareholders.
• Sec. 10.06.483. Officers: tenure, resignation, agency, duty of care.
• Sec. 10.06.485. Loans to directors, officers, and employees.
• Sec. 10.06.490. Indemnification of officers, directors, employees, and agents; insurance.
• Sec. 10.06.502. Permitted and prohibited amendments.
• Sec. 10.06.504. Procedure to amend articles of incorporation; application to certain elections.
• Sec. 10.06.506. Class voting on amendments.
• Sec. 10.06.508. Greater voting requirements.
• Sec. 10.06.510. Execution and content of articles of amendment.
• Sec. 10.06.512. Filing of articles of amendment.
• Sec. 10.06.514. Effective date and effect of amendment.
• Sec. 10.06.516. Restated articles of incorporation.
• Sec. 10.06.518. Filing of restated articles of incorporation.
• Sec. 10.06.520. Effect of issuance of restated certificate of incorporation.
• Sec. 10.06.522. Amendment of articles of incorporation in reorganization proceedings.
• Sec. 10.06.524. Filing of amendment of articles in reorganization proceedings.
• Sec. 10.06.526. Effective date and effect of amendment of articles in reorganization proceedings.
• Sec. 10.06.530. Merger.
• Sec. 10.06.532. Procedure for merger.
• Sec. 10.06.534. Consolidation.
• Sec. 10.06.536. Procedure for consolidation.
• Sec. 10.06.538. Share exchange.
• Sec. 10.06.540. Procedure for share exchange.
• Sec. 10.06.542. Disparate treatment of shares of the same class or series prohibited; exceptions.
• Sec. 10.06.544. Notice to and approval by shareholders.
• Sec. 10.06.546. Manner of approval by shareholders.
• Sec. 10.06.548. Abandonment of plan of merger, consolidation, or exchange.
• Sec. 10.06.550. Execution and contents of articles of merger, consolidation, or exchange.
• Sec. 10.06.552. Filing of articles of merger, consolidation, or exchange.
• Sec. 10.06.554. Merger of subsidiary corporation.
• Sec. 10.06.556. Procedure for merger of subsidiary corporation.
• Sec. 10.06.558. Filing of articles of merger of subsidiary corporation.
• Sec. 10.06.560. Effective date and effect of merger, consolidation, or exchange.
• Sec. 10.06.562. Merger, consolidation, or exchange of shares between domestic and foreign corporation.
• Sec. 10.06.564. Disclosure of alien affiliates.
• Sec. 10.06.566. Disposition of assets in regular course of business; mortgage or pledge of assets.
• Sec. 10.06.568. Sale of assets not in regular course of business.
• Sec. 10.06.570. Approval of transaction by shareholders.
• Sec. 10.06.572. Abandonment of transaction by board.
• Sec. 10.06.574. Right of shareholders to dissent.
• Sec. 10.06.576. Procedures relating to the exercise of a shareholder's right to dissent; completion of corporate action; notice of election; treatment of shares.
• Sec. 10.06.578. Offer and payment to dissenting shareholders; circumstances where prohibited.
• Sec. 10.06.580. Action to determine value of shares.
• Sec. 10.06.582. Status of shares acquired from dissenting shareholders.
• Sec. 10.06.590. Conversion to limited liability company.
• Sec. 10.06.605. Voluntary dissolution by vote or written consent of shares, or by approval of the board.
• Sec. 10.06.608. Certificate of election: contents, signing, and filing.
• Sec. 10.06.610. Revocation of election; contents, signing, and filing of certificate.
• Sec. 10.06.613. Effective date of revocation and effect of revocation.
• Sec. 10.06.615. Commencement and conduct of voluntary proceedings for winding up; cessation of business; notice.
• Sec. 10.06.618. Judicial supervision of winding up; petition and notice; order protecting shareholders and creditors.
• Sec. 10.06.620. Articles of dissolution: contents.
• Sec. 10.06.623. Filing of articles of dissolution.
• Sec. 10.06.625. Effect of certificate of dissolution.
• Sec. 10.06.628. Involuntary dissolution by verified complaint; filing; intervention by shareholder or creditor.
• Sec. 10.06.630. Avoiding dissolution by verified complaint; purchase of plaintiff's shares; determination of fair value; stay; appraisal; award; appeal.
• Sec. 10.06.633. Involuntary dissolution by the commissioner: grounds, procedure, reinstatement.
• Sec. 10.06.635. Commissioner's authority to bring action for involuntary dissolution; grounds; relief.
• Sec. 10.06.638. Commencement of commissioner's action; default.
• Sec. 10.06.640. Appointment of provisional director upon deadlock.
• Sec. 10.06.643. Appointment of receiver: application, hearing and notice, security, qualifications, powers, compensation.
• Sec. 10.06.645. Decree for winding up and dissolution: further judicial relief.
• Sec. 10.06.648. Commencement and conduct of involuntary proceedings for winding up; cessation of business; notice.
• Sec. 10.06.650. Jurisdiction of court.
• Sec. 10.06.653. Claims against corporation; court and non-court directed winding up; presentation; notice; payment; secured claims; rejected claims.
• Sec. 10.06.655. Order declaring corporation wound up and dissolved; declarations; effect; additional orders; discharge of directors.
• Sec. 10.06.658. Filing of decree of dissolution.
• Sec. 10.06.660. Powers and duties of directors and others in dissolution proceedings.
• Sec. 10.06.663. Proceeding to determine identity of directors or to appoint directors.
• Sec. 10.06.665. Distribution of corporate assets among shareholders or other persons; when to be made.
• Sec. 10.06.668. Provision for payment of debt or liability.
• Sec. 10.06.670. Distribution in money, property, or securities; installments.
• Sec. 10.06.673. Plan of distribution; adoption; binding effect; notice; payment to dissenting shareholders; abandonment.
• Sec. 10.06.675. Recovery of amounts improperly distributed.
• Sec. 10.06.678. Continued existence of dissolved corporations; purposes; abatement or commencement of actions; distribution of omitted assets.
• Sec. 10.06.705. Authorization of foreign corporation.
• Sec. 10.06.710. Liability for transacting business without certificate of authority.
• Sec. 10.06.713. Transacting business without certificate of authority as a bar to right to sue.
• Sec. 10.06.715. Transacting business without certificate of authority not affecting contracts and right to defend action.
• Sec. 10.06.718. Activities not constituting transacting business in this state.
• Sec. 10.06.720. Corporate name of foreign corporation.
• Sec. 10.06.723. Assumed corporate name.
• Sec. 10.06.725. Change of name by foreign corporation.
• Sec. 10.06.728. Application for certificate of authority.
• Sec. 10.06.730. Contents of application.
• Sec. 10.06.733. Execution and filing of application for certificate of authority.
• Sec. 10.06.735. Effect of certificate of authority.
• Sec. 10.06.738. Amended certificate of authority.
• Sec. 10.06.740. Status of foreign corporation.
• Sec. 10.06.743. Revocation of certificate of authority.
• Sec. 10.06.745. Limitations on revocation of certificate of authority.
• Sec. 10.06.748. Issuance of certificate of revocation.
• Sec. 10.06.750. Effect of certificate of revocation.
• Sec. 10.06.753. Registered office and registered agent of foreign corporation.
• Sec. 10.06.758. Change of registered office or registered agent of foreign corporation.
• Sec. 10.06.760. Filing of statement of change.
• Sec. 10.06.763. Service on foreign corporation.
• Sec. 10.06.765. Service on commissioner.
• Sec. 10.06.768. Records kept by commissioner.
• Sec. 10.06.770. Procedure not exclusive.
• Sec. 10.06.775. Organic change of foreign corporation.
• Sec. 10.06.778. Withdrawal of foreign corporation.
• Sec. 10.06.780. Contents of application for withdrawal.
• Sec. 10.06.783. Form and execution of application for withdrawal.
• Sec. 10.06.785. Filing of application for withdrawal.
• Sec. 10.06.788. Effect of certificate of withdrawal.
• Sec. 10.06.805. Biennial report of domestic and foreign corporations.
• Sec. 10.06.808. Contents of biennial report.
• Sec. 10.06.811. Filing of biennial report.
• Sec. 10.06.813. Filing notice of change of officers, directors, five percent shareholders, and alien affiliates.
• Sec. 10.06.815. Penalty for failure to file biennial report.
• Sec. 10.06.818. Interrogatories by commissioner; judicial review.
• Sec. 10.06.820. Confidentiality of information disclosed by interrogatories.
• Sec. 10.06.823. Failure or refusal to answer interrogatories.
• Sec. 10.06.825. Penalty imposed upon officers and directors.
• Sec. 10.06.828. Incorporation or filing fees.
• Sec. 10.06.830. Fees for filing certain documents related to agents.
• Sec. 10.06.833. Payments and filing for withdrawal of foreign corporation.
• Sec. 10.06.835. Fees on dissolution of domestic corporation.
• Sec. 10.06.838. Payments and filing required for certificate of dissolution of foreign corporation.
• Sec. 10.06.840. Fees for certified copies of documents.
• Sec. 10.06.843. Other filing fees.
• Sec. 10.06.845. Biennial corporation tax; penalty for nonpayment.
• Sec. 10.06.848. Failure to pay tax or make report as precluding suit by corporation.
• Sec. 10.06.850. Commissioner to institute suits to compel payment.
• Sec. 10.06.853. Failure to pay tax as evidence of inability to meet maturing debts and liabilities.
• Sec. 10.06.855. Payments to be made in advance.
• Sec. 10.06.858. Accounting for and disposition of taxes and fees paid.
• Sec. 10.06.863. Appeal from revocation of certificate of authority.
• Sec. 10.06.865. Cancellation of certificates issued and filings accepted.
• Sec. 10.06.868. Forms to be furnished by the commissioner.
• Sec. 10.06.870. Identification code.
• Sec. 10.06.905. Voting of shares; quorum; status of disqualified shares.
• Sec. 10.06.910. Processing of writings delivered to the commissioner.
• Sec. 10.06.915. Disapproval of writing by commissioner; appeal.
• Sec. 10.06.920. Correction of filed writings.
• Sec. 10.06.925. Writings and absence of filings as evidence.
• Sec. 10.06.930. Corporate seal as evidence.
• Sec. 10.06.935. Waiver of notice.
• Sec. 10.06.950. Powers of commissioner.
• Sec. 10.06.953. Regulations.
• Sec. 10.06.955. Application to existing corporations.
• Sec. 10.06.958. Provisions construed as restatements and continuations.
• Sec. 10.06.960. Corporations organized under Alaska Native Claims Settlement Act.
• Sec. 10.06.961. Distributions by native corporations to minors in the custody of a state.
• Sec. 10.06.963. Severability.
• Sec. 10.06.965. Reservation of power.
• Sec. 10.06.968. Signature.
• Sec. 10.06.970. Rules of construction and interpretation.
• Sec. 10.06.990. Definitions.
• Sec. 10.06.995. Short title.