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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 6. Alaska Corporations Code
- Section 424. Shareholder Agreements.
previous: Section 423
. Actions Taken Without Meeting: Written Consent; Revocation of Consent.
next: Section 425
. Voting Trusts and Agreements Among Shareholders.
AS 10.06.424. Shareholder Agreements.
- (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
- (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
- (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.
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