(a) The board of a proposed surviving corporation shall, by resolution, approve a plan of merger setting out
(1) the name of the subsidiary corporation and the name of the corporation owning at least 90 percent of its shares;
(2) subject to AS 10.06.542, the manner and basis of converting the shares of the subsidiary corporation into shares, obligations, or other securities of the surviving or other corporation or, in whole or in part, into cash or other property.
(b) A copy of a plan of merger shall be mailed to each shareholder of record of the subsidiary corporation.
(c) Articles of merger shall be executed by the surviving corporation by its president or a vice-president and by its secretary or an assistant secretary and must set out the
(1) plan of merger;
(2) number of outstanding shares of each class of the subsidiary corporation and the number of those shares of each class owned by the surviving corporation; and
(3) date of the mailing to shareholders of the subsidiary corporation of the plan of merger.
Structure Alaska Statutes
Title 10. Corporations and Associations
Chapter 06. Alaska Corporations Code
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. 10.06.564. 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. 10.06.578. 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.