Sec. 10.06.424. Shareholder agreements.

412 words·~2 min read·/ak/title-10/chapter-6/10-06-424

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)The shareholders of a corporation may enter into an agreement among all the shareholders to impose restrictions on the transfer or registration of shares of the corporation to

(1)maintain the corporation's status, including election of S corporation status under 26 U.S.C. (Internal Revenue Code), when the status depends on the number or identity of its shareholders; in this paragraph, “S corporation” has the meaning given in 26 U.S.C. 1361;

(2)preserve exemptions under federal or state securities laws;

(3)ensure that shareholders will be able to control who may participate in the corporation's business;

(4)ensure that shareholders who wish to retire will be able to liquidate their investments without disrupting corporate affairs;

(5)ensure that estates of deceased shareholders will be able to liquidate the decedents' shares in the corporation;

(6)obligate the shareholder first to offer to the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;

(7)obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;

(8)require the corporation, the holder of any class of its shares, or another person, to approve the transfer of restricted shares, if the requirement is not manifestly unreasonable; and

(9)accomplish another reasonable purpose.

(b)The shareholders of a corporation may enter into an agreement among all of the shareholders to provide for the selection of directors and officers.

(c)The existence of a shareholders' agreement that is consistent with this section shall be noted conspicuously on the front or back of each stock certificate together with a statement indicating that the agreement, or a copy of the agreement, is on file at the principal office of the corporation and that the corporation will allow inspection of the agreement or furnish a copy of the agreement without charge. If the share has been issued under AS 10.06.349 without a certificate, a statement that discloses the existence of the shareholders' agreement shall be sent within a reasonable time to the shareholder.

(d)Shares issued before compliance with

(c)of this section, if acquired by a person without knowledge of the shareholders' agreement, are not subject to the shareholders' agreement.

(e)A shareholders' agreement may not alter or waive AS 10.06.350 , 10.06.358, 10.06.360, 10.06.430, 10.06.438, 10.06.544, 10.06.570, 10.06.633, 10.06.648, or 10.06.653.

(f)In this section, “shares” includes a security that is convertible into shares or that carries a right to subscribe for or acquire shares.