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Alaska Statutes.

Title 10. Corporations and Associations

Chapter 6. Alaska Corporations Code

Chapter 6. Alaska Corporations Code

Section 5. Purposes.

Section 10. General Powers.

Section 15. Defense of Ultra Vires.

Section 20. Limitations On Powers of Shareholders, Officers, and Directors.

Section 25. Contracts or Conveyances Binding Domestic and Foreign Corporations.

Section 105. Corporate Name.

Section 110. Reservation of Corporate Name.

Section 115. Application For and Duration of Reservation of Name.

Section 120. Transfer of Reserved Name.

Section 125. Registration of Corporate Name.

Section 130. Exclusive Right to Use Name; Remedies.

Section 135. Procedure For Registration of Corporate Name.

Section 140. Fee For and Duration of Registered Name.

Section 145. Renewal of Registered Name.

Section 150. Registered Office and Registered Agent.

Section 155. Registration of Agent By Nonresident With Controlling Interest. [Repealed, § 59 Ch 82 SLA 1989].

Section 160. Filing List of Registered Corporations With Superior Court; Updating and Publishing. [Repealed, § 35 Ch 126 SLA 1994].

Section 165. Change of Registered Office or Agent By Corporation.

Section 170. Change By Agent or Resignation of Agent.

Section 175. Service On Corporation.

Section 205. Incorporators.

Section 208. Articles of Incorporation.

Section 210. Articles of Incorporation; Optional Provisions.

Section 213. Delivery of Articles of Incorporation.

Section 215. Disclosure of Corporate Activities.

Section 218. Effect of Issuance of Certificate of Incorporation.

Section 220. Liability For Acting as Nonexistent Corporation.

Section 223. Organizational Meeting.

Section 225. Power of Incorporators Before Directors' Election.

Section 228. Bylaws: Adoption, Amendment or Repeal.

Section 230. Bylaws: Number of Directors and Other Content.

Section 233. Location and Inspection of Bylaws.

Section 305. Issuance of and Requirements For Shares.

Section 308. Issuance of Preferred or Special Classes of Shares.

Section 310. Issuance of Shares in Series.

Section 313. Variation in Rights and Preferences of Shares.

Section 315. Series Rights and Preferences Established By Board.

Section 318. Manner of Establishing Series.

Section 320. Filing of Statement Before Issuance of Class or Series.

Section 323. Effect of Filing Statement.

Section 325. Redemption of Shares; Creation of Sinking Fund; Repurchase Agreements.

Section 328. Irrevocability of Subscriptions For Shares.

Section 330. Payment of Subscription For Shares.

Section 333. Remedies For Default in Payment.

Section 335. Consideration For Shares.

Section 338. Payment For Shares.

Section 340. Judgment of Board or Shareholders as to Value of Consideration.

Section 343. Share Rights and Options.

Section 345. Expenses of Organization, Reorganization, and Financing.

Section 348. Certificates Representing Shares.

Section 349. Shares Without Certificates.

Section 350. Information Required to Be Stated On Certificate.

Section 353. Full Payment Required For Share.

Section 355. Issuance of Fractional Shares or Scrip.

Section 356. Shares Held By Nominees.

Section 358. Distributions; Conditions; Financial Statements and Determinations.

Section 360. Prohibited Distribution; Inability to Meet Maturing Liabilities.

Section 363. Prohibited Distribution On Junior Shares; Liquidation Preference.

Section 365. Prohibited Distribution On Junior Shares; Relationship to Retained Earnings.

Section 368. Exception For Purchase or Redemption of Shares of Deceased Shareholder.

Section 370. Inapplicability to Regulated Investment Company.

Section 373. Share Dividends: Restrictions.

Section 375. Additional Restrictions in Articles, Bylaws, Indentures, or Agreements.

Section 378. Liability of Shareholders Receiving Prohibited Distributions; Suit Against Shareholders.

Section 380. Identification of Distribution in Notice to Shareholders.

Section 383. Inapplicability to Winding Up and Involuntary or Voluntary Dissolution.

Section 385. Redemption of Shares at the Option of Corporation; Manner.

Section 388. Acquisition of Corporation's Own Shares; Reissuance or Retirement.

Section 390. Capitalization of Retained Earnings.

Section 405. Meetings of Shareholders.

Section 408. Closing of Transfer Books and Fixing Record Date.

Section 410. Notice of Shareholders' Meetings.

Section 411. Delivery of Information and Items to Shareholders.

Section 413. Voting List; Liability.

Section 415. Quorum of Shareholders.

Section 418. Proxies.

Section 420. Voting of Shares.

Section 421. Corporation's Acceptance of Certain Documents.

Section 423. Actions Taken Without Meeting: Written Consent; Revocation of Consent.

Section 424. Shareholder Agreements.

Section 425. Voting Trusts and Agreements Among Shareholders.

Section 428. Shareholders' Preemptive Rights.

Section 430. Books and Records.

Section 433. Annual Report to Shareholders; Content; Financial Statement On Request.

Section 435. Shareholders' Derivative Action.

Section 438. Liability of Shareholders, Subscribers, and Others Arising Out of Shares.

Section 450. Board of Directors; Duty of Care; Right of Inspection; Dissent.

Section 453. Number, Election, and Tenure of Directors; Initial Directors.

Section 455. Classification of Directors.

Section 458. Declaration of Board Vacancy Where Director of Unsound Mind.

Section 460. Removal of Director Without Cause.

Section 463. Removal of Director By Superior Court.

Section 465. Vacancies and Resignation; Special Meeting of Shareholders.

Section 468. Executive and Other Board Committees.

Section 470. Meetings: Call, Place, Notice, and Waiver.

Section 473. Quorum of Directors.

Section 475. Alternative Meeting Arrangements; Informal Action By Directors.

Section 478. Director Conflicts of Interest.

Section 480. Liability of Directors and Contributions From Shareholders and Other Directors.

Section 483. Officers; Tenure, Resignation, Authority, and Duties.

Section 485. Loans to Directors, Officers, and Employees.

Section 490. Indemnification of Officers, Directors, Employees, and Agents; Insurance.

Section 502. Permitted and Prohibited Amendments.

Section 504. Procedure to Amend Articles of Incorporation; Application to Certain Elections.

Section 506. Class Voting On Amendments.

Section 508. Greater Voting Requirements.

Section 510. Execution and Content of Articles of Amendment.

Section 512. Filing of Articles of Amendment.

Section 514. Effective Date and Effect of Amendment.

Section 516. Restated Articles of Incorporation.

Section 518. Filing of Restated Articles of Incorporation.

Section 520. Effect of Issuance of Restated Certificate of Incorporation.

Section 522. Amendment of Articles of Incorporation in Reorganization Proceedings.

Section 524. Filing of Amendment of Articles in Reorganization Proceedings.

Section 526. Effective Date and Effect of Amendment of Articles in Reorganization Proceedings.

Section 530. Merger.

Section 532. Procedure For Merger.

Section 534. Consolidation.

Section 536. Procedure For Consolidation.

Section 538. Share Exchange.

Section 540. Procedure For Share Exchange.

Section 542. Disparate Treatment of Shares of the Same Class or Series Prohibited; Exceptions.

Section 544. Notice to and Approval By Shareholders.

Section 546. Manner of Approval By Shareholders.

Section 548. Abandonment of Plan of Merger, Consolidation, or Exchange.

Section 550. Execution and Contents of Articles of Merger, Consolidation, or Exchange.

Section 552. Filing of Articles of Merger, Consolidation, or Exchange.

Section 554. Merger of Subsidiary Corporation.

Section 556. Procedure For Merger of Subsidiary Corporation.

Section 558. Filing of Articles of Merger of Subsidiary Corporation.

Section 560. Effective Date and Effect of Merger, Consolidation, or Exchange.

Section 562. Merger, Consolidation, or Exchange of Shares Between Domestic and Foreign Corporation.

Section 564. Disclosure of Alien Affiliates.

Section 566. Disposition of Assets in Regular Course of Business; Mortgage or Pledge of Assets.

Section 568. Disposition of Assets Not in Regular Course of Business.

Section 570. Approval of Transaction By Shareholders.

Section 572. Abandonment of Transaction By Board.

Section 574. Right of Shareholders to Dissent.

Section 576. Procedures Relating to the Exercise of a Shareholder's Right to Dissent; Completion of Corporate Action; Notice of Election; Treatment of Shares.

Section 578. Offer and Payment to Dissenting Shareholders; Circumstances Where Prohibited.

Section 580. Action to Determine Value of Shares.

Section 582. Status of Shares Acquired From Dissenting Shareholders.

Section 590. Conversion to Limited Liability Company. [Repealed, § 29 ch 60 SLA 2013.]

Section 595. Application of Provisions.

Section 600. Definitions.

Section 605. Voluntary Dissolution By Vote or Written Consent of Shares, or By Approval of the Board.

Section 608. Certificate of Election: Contents, Signing, and Filing.

Section 610. Revocation of Election; Contents, Signing, and Filing of Certificate.

Section 613. Effective Date of Revocation and Effect of Revocation.

Section 615. Commencement and Conduct of Voluntary Proceedings For Winding Up; Cessation of Business; Notice.

Section 618. Judicial Supervision of Voluntary Winding Up; Petition and Notice; Orders Protecting Shareholders and Creditors.

Section 620. Articles of Dissolution: Contents.

Section 623. Filing of Articles of Dissolution.

Section 625. Effect of Certificate of Dissolution.

Section 628. Involuntary Dissolution By Verified Complaint; Filing; Intervention By Shareholder or Creditor.

Section 630. Avoiding Dissolution By Verified Complaint; Purchase of Plaintiff's Shares; Determination of Fair Value; Stay; Appraisal; Award; Appeal.

Section 633. Involuntary Dissolution By the Commissioner: Grounds, Procedure, Reinstatement.

Section 635. Commissioner's Authority to Bring Action For Involuntary Dissolution; Grounds; Relief.

Section 638. Commencement of Commissioner's Action; Notice; Default.

Section 640. Appointment of Provisional Director Upon Deadlock.

Section 643. Appointment of Receiver: Application, Hearing and Notice, Security, Qualifications, Powers, Compensation.

Section 645. Decree For Winding Up and Dissolution; Further Judicial Relief.

Section 648. Commencement and Conduct of Involuntary Proceedings For Winding Up; Cessation of Business; Notice.

Section 650. Jurisdiction of Court.

Section 653. Claims Against Corporation; Court and Non-Court Directed Winding Up; Presentation; Notice; Payment; Secured Claims; Rejected Claims.

Section 655. Order Declaring Corporation Wound Up and Dissolved; Declarations; Effect; Additional Orders; Discharge of Directors and Other Persons.

Section 658. Filing of Decree of Dissolution.

Section 660. Powers and Duties of Directors and Others in Dissolution Proceedings.

Section 663. Proceeding to Determine Identity of Directors or to Appoint Directors.

Section 665. Distribution of Corporate Assets Among Shareholders or Other Persons; When to Be Made.

Section 668. Provision For Payment of Debt or Liability.

Section 670. Distribution in Money, Property, or Securities; Installments.

Section 673. Plan of Distribution; Adoption; Binding Effect; Notice; Payment to Dissenting Shareholders; Abandonment.

Section 675. Recovery of Amounts Improperly Distributed.

Section 678. Continued Existence of Dissolved Corporations; Purposes; Abatement or Commencement of Actions; Distribution of Omitted Assets.

Section 705. Authorization of Foreign Corporation.

Section 710. Liability For Transacting Business Without Certificate of Authority.

Section 713. Certificate of Authority as Prerequisite for Court Proceedings.

Section 715. Transacting Business Without Certificate of Authority Not Affecting Contracts and Right to Defend Action.

Section 718. Activities Not Constituting Transacting Business in This State.

Section 720. Corporate Name of Foreign Corporation.

Section 723. Assumed Corporate Name.

Section 725. Change of Name By Foreign Corporation.

Section 728. Application For Certificate of Authority.

Section 730. Contents of Application.

Section 733. Forms For, and Execution and Filing of Application For Certificate of Authority.

Section 735. Effect of Certificate of Authority.

Section 738. Amended Certificate of Authority.

Section 740. Status of Foreign Corporation.

Section 743. Revocation of Certificate of Authority.

Section 745. Limitations On Revocation of Certificate of Authority.

Section 748. Issuance of Certificate of Revocation.

Section 750. Effect of Certificate of Revocation.

Section 753. Registered Office and Registered Agent of Foreign Corporation.

Section 758. Change of Registered Office or Registered Agent of Foreign Corporation.

Section 760. Filing of Statement of Change.

Section 763. Service On Foreign Corporation.

Section 765. Service On Commissioner.

Section 768. Records Kept By Commissioner.

Section 770. Procedure Not Exclusive.

Section 775. Organic Change of Foreign Corporation.

Section 778. Withdrawal of Foreign Corporation.

Section 780. Contents of Application For Withdrawal.

Section 783. Form and Execution of Application For Withdrawal.

Section 785. Filing of Application For Withdrawal.

Section 788. Effect of Certificate of Withdrawal.

Section 805. Biennial Report of Domestic and Foreign Corporations.

Section 808. Contents of Biennial Report.

Section 811. Filing of Biennial Report.

Section 813. Filing Notice of Change of Officers, Directors, Five Percent Shareholders, and Alien Affiliates.

Section 815. Penalty For Failure to File Biennial Report.

Section 818. Interrogatories By Commissioner; Judicial Review.

Section 820. Confidentiality of Information Disclosed By Interrogatories.

Section 823. Failure or Refusal to Answer Interrogatories; Filing of Related Documents.

Section 825. Penalty Imposed Upon Officers and Directors.

Section 828. Fees For Filing Articles and Certain Applications.

Section 830. Fees For Filing Certain Documents Related to Agents.

Section 833. Payments and Filing For Withdrawal of Foreign Corporation.

Section 835. Fees On Dissolution of Domestic Corporation.

Section 838. Payments and Filing Required For Certificate of Dissolution of Foreign Corporation.

Section 840. Fees For Certified Copies of Documents.

Section 843. Other Filing Fees.

Section 845. Biennial Corporation Tax; Penalty For Nonpayment.

Section 848. Failure to Pay Tax or Make Report as Precluding Suit By Corporation.

Section 850. Suits to Compel Tax Payment; Exemption from Corporation Tax.

Section 853. Failure to Pay Tax as Evidence of Inability to Meet Maturing Debts and Liabilities.

Section 855. Payments to Be Made in Advance.

Section 858. Accounting For and Deposit of Taxes and Fees Paid.

Section 863. Appeal From Revocation of Certificate of Authority.

Section 865. Cancellation of Certificates Issued and Filings Accepted.

Section 868. Forms to Be Furnished By the Commissioner.

Section 870. Identification Codes.

Section 905. Voting of Shares; Quorum; Status of Disqualified Shares.

Section 910. Processing of Writings Delivered to the Commissioner.

Section 915. Disapproval of Writing By Commissioner; Appeal.

Section 920. Correction of Filed Writings.

Section 925. Writings and Absence of Filings as Evidence.

Section 930. Corporate Seal as Evidence.

Section 935. Waiver of Notice.

Section 950. Powers of Commissioner.

Section 953. Regulations.

Section 955. Application to Existing Corporations.

Section 958. Provisions Construed as Restatements and Continuations.

Section 960. Corporations Organized Under Alaska Native Claims Settlement Act.

Section 961. Distributions By Native Corporations to Minors in the Custody of a State.

Section 963. Severability.

Section 965. Reservation of Power.

Section 968. Signature.

Section 970. Rules of Construction and Interpretation.

Section 990. Definitions.

Section 995. Short Title.

Article 01. CORPORATE PURPOSES AND POWERS