Alaska

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 right to use 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.

Sec. 10.06.160. Filing list of registered corporations with superior court; updating and publishing.

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 activities.

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.

Sec. 10.06.343. Share 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; financial statements and determinations.

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; relationship to 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, subscribers, and others arising out of shares.

Sec. 10.06.450. Board of directors; duty of care; right of inspection; 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 contributions from shareholders and other directors.

Sec. 10.06.483. Officers; tenure, resignation, authority, and duties.

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. Disposition 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. 10.06.595. Application of provisions.

Sec. 10.06.600. Definitions.

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 voluntary winding up; petition and notice; orders 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; notice; 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 and other persons.

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. Certificate of authority as prerequisite for court proceedings.

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. Forms for, and 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; filing of related documents.

Sec. 10.06.825. Penalty imposed upon officers and directors.

Sec. 10.06.828. Fees for filing articles and certain applications.

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. Suits to compel tax payment; exemption from corporation tax.

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 deposit 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 codes.

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.