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Article 1. Substantive Provisions.
Sec. 10.20.005. Purposes. - Corporations may be organized under this chapter for any lawful...
Sec. 10.20.007. Corporations organized under Alaska Native Claims Settlement Act. - A village corporation organized under 43 U.S.C. 1601 et seq....
Sec. 10.20.011. General powers. - A corporation may (1) have perpetual succession by its corporate...
Sec. 10.20.016. Defense of ultra vires. - (a) An act of a corporation and a conveyance or...
Sec. 10.20.021. Corporate name. - (a) The name of a corporation may not contain a...
Sec. 10.20.026. Registered office and registered agent. - A corporation shall continuously maintain in the state a registered...
Sec. 10.20.031. Filing list of corporations. - The department shall file a list of the name of...
Sec. 10.20.036. Change of registered office or agent. - (a) A corporation, domestic or foreign, may change its registered...
Sec. 10.20.041. Change of location or resignation of registered agent. - (a) If the registered agent of a corporation, domestic or...
Sec. 10.20.046. Service on corporation. - (a) The registered agent of a corporation is an agent...
Sec. 10.20.051. Members and liability of directors, officers, employees, and members. - (a) A corporation may have one or more classes of...
Sec. 10.20.056. Bylaws. - The board of directors shall adopt the initial bylaws of...
Sec. 10.20.061. Meetings of members. - (a) Meetings of members may be held at a place,...
Sec. 10.20.066. Notice of meetings. - Unless otherwise provided in the articles of incorporation or bylaws,...
Sec. 10.20.071. Voting; quorum. - (a) The right of the members, or any class or...
Sec. 10.20.076. Quorum of members. - Unless otherwise provided in the articles of incorporation or the...
Sec. 10.20.081. Board of directors. - The affairs of a corporation shall be managed by a...
Sec. 10.20.086. Number of directors. - (a) The number of directors of a corporation shall be...
Sec. 10.20.091. Membership and term of office of first board of directors. - The names and addresses of the members of the first...
Sec. 10.20.096. Election and terms of directors. - At the first annual election of directors and at each...
Sec. 10.20.101. Vacancies. - A vacancy occurring in the board of directors and a...
Sec. 10.20.106. Quorum of directors. - A majority of the number of directors fixed by the...
Sec. 10.20.111. Executive committee. - If the articles of incorporation or the bylaws so provide,...
Sec. 10.20.116. Place and notice of directors' meetings. - (a) Regular or special meetings of the board of directors...
Sec. 10.20.121. Officers. - (a) The officers of a corporation consist of a president,...
Sec. 10.20.126. Removal of officers. - An officer or agent may be removed by the board...
Sec. 10.20.131. Books and records; inspection. - (a) A corporation shall keep correct and complete books and...
Sec. 10.20.136. Shares of stock and dividends prohibited; compensation, benefits, and distributions. - A corporation may not have or issue shares of stock....
Sec. 10.20.141. Loans to directors and officers prohibited. - A corporation may not make loans to its directors or...
Article 2. Formation of Corporations.
Sec. 10.20.146. Incorporators. - Three or more natural persons at least 19 years of...
Sec. 10.20.151. Articles of incorporation; relationship to bylaws; director liability. - (a) The articles of incorporation must set out (1) the...
Sec. 10.20.153. Provisions considered to be in articles of incorporation by operation of law; option to exclude provision. - (a) The articles of incorporation of every nonprofit corporation which...
Sec. 10.20.156. Filing of articles of incorporation. - (a) Duplicate originals of the articles of incorporation shall be...
Sec. 10.20.161. Effect of issuance of certificate of incorporation. - Upon the issuance of the certificate of incorporation, the corporate...
Sec. 10.20.166. Organizational meeting of directors; first meeting of members. - (a) After the issuance of the certificate of incorporation, an...
Article 3. Amendment.
Sec. 10.20.171. Right to amend articles of incorporation. - A corporation may amend its articles of incorporation, from time...
Sec. 10.20.176. Procedure to amend articles of incorporation. - (a) Amendments to the articles of incorporation shall be made...
Sec. 10.20.181. Articles of amendment. - The articles of amendment shall be executed in duplicate by...
Sec. 10.20.186. Filing of articles of amendment. - (a) Duplicate originals of the articles of amendment shall be...
Sec. 10.20.191. Effect of certificate of amendment. - (a) Upon the issuance of the certificate of amendment by...
Sec. 10.20.196. Restated articles of incorporation. - (a) A domestic corporation may at any time restate its...
Sec. 10.20.201. Execution of restated articles of incorporation. - Upon approval, the restated articles of incorporation shall be executed...
Sec. 10.20.206. Contents of restated articles of incorporation. - The restated articles of incorporation must set out (1) the...
Sec. 10.20.211. Filing of restated articles of incorporation with commissioner. - (a) Duplicate originals of the restated articles of incorporation shall...
Article 4. Merger, Consolidation, and Disposition of Assets.
Sec. 10.20.216. Merger. - Two or more domestic nonprofit corporations may merge into one...
Sec. 10.20.221. Procedure for merger. - The board of directors of each corporation shall, by resolution,...
Sec. 10.20.226. Consolidation. - Two or more domestic corporations may consolidate into a new...
Sec. 10.20.231. Procedure for consolidation. - The board of directors of each corporation shall, by a...
Sec. 10.20.236. Adoption of plan of merger or consolidation. - (a) A plan of merger or consolidation shall be adopted...
Sec. 10.20.241. Abandonment of plan of merger or consolidation. - After approval by a vote of the members, or in...
Sec. 10.20.246. Execution of articles of merger or consolidation. - Upon approval of the plan of merger or consolidation, articles...
Sec. 10.20.251. Contents of articles of merger or consolidation. - The articles of merger or consolidation must set out (1)...
Sec. 10.20.256. Filing of articles of merger or consolidation with commissioner. - (a) Duplicate originals of the articles of merger or articles...
Sec. 10.20.261. Effective date and effect of merger or consolidation. - (a) Upon the issuance of the certificate of merger or...
Sec. 10.20.266. Merger or consolidation of domestic and foreign corporations. - One or more foreign corporations and one or more domestic...
Sec. 10.20.271. Law applicable when domestic and foreign corporations merge or consolidate. - (a) Each domestic corporation shall comply with the provisions of...
Sec. 10.20.275. Effect of merger or consolidation of foreign and domestic corporations. - If the surviving or new corporation is to be governed...
Sec. 10.20.280. Sale, lease, exchange, mortgage, or other disposition of assets. - (a) A sale, lease, exchange, mortgage, pledge, or other disposition...
Sec. 10.20.285. Other transactions. - Under AS 10.55 (Alaska Entity Transactions Act), a corporation may...
Article 5. Dissolution.
Sec. 10.20.290. Voluntary dissolution. - (a) A corporation may dissolve and wind up its affairs...
Sec. 10.20.295. Distribution of assets. - The assets of a corporation in the process of dissolution...
Sec. 10.20.300. Plan of distribution. - (a) A plan providing for the distribution of assets, not...
Sec. 10.20.305. Revocation of voluntary dissolution proceedings. - (a) A corporation may, at any time before the issuance...
Sec. 10.20.310. Articles of dissolution. - If voluntary dissolution proceedings have not been revoked, then, after...
Sec. 10.20.315. Filing of articles of dissolution. - (a) Duplicate originals of the articles of dissolution shall be...
Sec. 10.20.320. Effect of certificate of dissolution. - Upon the issuance of the certificate of dissolution the existence...
Sec. 10.20.325. Grounds for involuntary dissolution. - A corporation may be dissolved involuntarily by the commissioner when...
Sec. 10.20.335. Notice to corporation. - When the commissioner determines that a corporation has given any...
Sec. 10.20.345. Removal of ground for dissolution. - If the corporation, within the time required by this chapter,...
Sec. 10.20.355. Jurisdiction of court to liquidate assets and business of corporation. - The superior court may liquidate the assets and business of...
Sec. 10.20.360. Action by members for liquidation. - In an action by a member, the superior court may...
Sec. 10.20.365. Action by creditor for liquidation. - (a) In an action by a creditor, the superior court...
Sec. 10.20.370. Liquidation on application by corporation. - Upon application by a corporation that has filed a statement...
Sec. 10.20.380. Joinder of members. - It is not necessary to make members parties to an...
Sec. 10.20.385. Procedure in liquidation of corporation by court. - In a proceeding to liquidate the assets and business of...
Sec. 10.20.390. Appointment of receiver; powers. - After a hearing held upon such notice as the court...
Sec. 10.20.395. Disposition of assets or proceeds. - The assets of the corporation or the proceeds resulting from...
Sec. 10.20.400. Powers and duties of receiver. - The order appointing the liquidating receiver shall state the receiver's...
Sec. 10.20.405. Compensation of receiver and attorneys. - The court may allow from time to time, as expenses...
Sec. 10.20.410. Power of receiver to sue and defend. - A receiver of a corporation appointed under this chapter may...
Sec. 10.20.415. Exclusive jurisdiction of appointing court. - The court appointing the receiver has exclusive jurisdiction of the...
Sec. 10.20.420. Qualifications of receivers. - A receiver shall be a citizen of the United States...
Sec. 10.20.425. Filing of claims in liquidation proceedings. - (a) In a proceeding to liquidate the assets and business...
Sec. 10.20.430. Discontinuance of liquidation proceedings. - The liquidation of the assets and business of a corporation...
Sec. 10.20.435. Decree of involuntary dissolution. - In proceedings to liquidate the assets and business of a...
Sec. 10.20.440. Filing of decree of dissolution. - If the court enters a decree dissolving a corporation, the...
Sec. 10.20.445. Deposit with commissioner of amount due creditors or members. - Upon the voluntary or involuntary dissolution of a corporation, the...
Sec. 10.20.450. Survival of remedy after dissolution. - The dissolution of a corporation either by (1) the issuance...
Sec. 10.20.452. Continued existence for certain purposes. - If a dissolved corporation is the owner of real or...
Article 6. Foreign Corporations.
Sec. 10.20.455. Certificate of authority required. - A foreign nonprofit corporation may not transact business in the...
Sec. 10.20.460. Activities not constituting transacting business in the state. - Without excluding other activities which may not constitute transacting business...
Sec. 10.20.465. Equal status as domestic corporations. - A foreign corporation that has received a certificate of authority...
Sec. 10.20.470. Corporate name of foreign corporation. - A certificate of authority may not be issued to a...
Sec. 10.20.471. Assumed corporate name. - When a foreign corporation, applying for a certificate of authority,...
Sec. 10.20.475. Change of name by foreign corporation. - When a foreign corporation authorized to transact business in the...
Sec. 10.20.480. Application for certificate of authority. - To procure a certificate of authority to transact business in...
Sec. 10.20.485. Contents of application. - The application must set out (1) the name of the...
Sec. 10.20.490. Form and execution of application. - The application must be on forms prescribed and furnished by...
Sec. 10.20.495. Filing of application for certificate of authority. - (a) Upon finding that the application conforms to law, the...
Sec. 10.20.500. Effect of certificate of authority. - Upon the issuance of a certificate of authority by the...
Sec. 10.20.505. Registered office and registered agent of foreign corporation. - Each foreign corporation authorized to transact business in the state...
Sec. 10.20.510. List of foreign corporations and registered offices and agents. - The commissioner shall provide each clerk of the superior court...
Sec. 10.20.515. Change of registered office or registered agent of foreign corporation. - A foreign corporation authorized to transact business in the state...
Sec. 10.20.520. Execution, filing, and effective date of statement. - The statement shall be executed by the corporation by its...
Sec. 10.20.525. Service of process on foreign corporation. - The registered agent appointed by a foreign corporation authorized to...
Sec. 10.20.530. Service on commissioner. - When a foreign corporation authorized to transact business in the...
Sec. 10.20.535. Records of commissioner. - The commissioner shall keep a record of all processes, notices,...
Sec. 10.20.540. Procedure not exclusive. - Nothing in AS 10.20.525 - 10.20.535 limits or affects the...
Sec. 10.20.545. Amendment of articles of incorporation of foreign corporation. - When the articles of incorporation of a foreign corporation authorized...
Sec. 10.20.550. Merger of foreign corporation authorized to transact business in the state. - When a foreign corporation authorized to transact business in the...
Sec. 10.20.555. When amended certificate of authority required. - A foreign corporation authorized to transact business in the state...
Sec. 10.20.560. Withdrawal of foreign corporation. - A foreign corporation authorized to transact business in the state...
Sec. 10.20.565. Contents of application for withdrawal. - The application for withdrawal must set out (1) the name...
Sec. 10.20.570. Form and execution of application for withdrawal. - The application for withdrawal shall be made on forms prescribed...
Sec. 10.20.575. Filing of application for withdrawal. - (a) Duplicate originals of the application for withdrawal shall be...
Sec. 10.20.580. Effect of certificate of withdrawal. - Upon the issuance of the certificate of withdrawal, the authority...
Sec. 10.20.585. Grounds for revocation of certificate of authority. - The certificate of authority of a foreign corporation to transact...
Sec. 10.20.590. Limitations on revocation of certificate of authority. - The commissioner may not revoke a certificate of authority of...
Sec. 10.20.595. Issuance of certificate of revocation. - Upon revoking a certificate of authority, the commissioner shall (1)...
Sec. 10.20.600. Effect of certificate of revocation. - Upon the issuance of the certificate of revocation, the authority...
Sec. 10.20.605. Transacting business without certificate of authority as a bar to right to sue. - A foreign corporation transacting business in the state without a...
Sec. 10.20.610. Transacting business without certificate of authority not affecting validity of contract or act, and right to defend. - The failure of a foreign corporation to obtain a certificate...
Sec. 10.20.615. Liability to state for transacting business without certificate of authority. - A foreign corporation that transacts business in the state without...
Article 7. Biennial Reports and Notices.
Sec. 10.20.620. Biennial report of domestic and foreign corporations. - Each domestic corporation and each foreign corporation authorized to transact...
Sec. 10.20.625. Contents of biennial report. - The biennial report must set out (1) the name of...
Sec. 10.20.630. Filing of biennial report of domestic and foreign corporations. - (a) The biennial report of a domestic or foreign corporation...
Sec. 10.20.631. Filing notice of change of officers or directors. - (a) In the event of a change of an officer...
Article 8. Fees and Charges.
Sec. 10.20.635. Department fees. - (a) The commissioner shall establish by regulation and charge and...
Sec. 10.20.640. Fee for certified copies of instruments. - The fee for furnishing a certified copy of any instrument...
Article 9. Penalties.
Sec. 10.20.645. Penalties imposed upon corporation. - (a) A domestic or foreign corporation that fails or refuses...
Sec. 10.20.650. Penalties imposed upon officers and directors. - Each officer and director of a domestic or foreign corporation...
Article 10. Miscellaneous Provisions.
Sec. 10.20.655. Interrogatories by commissioner; certification to attorney general regarding violation. - (a) The commissioner may propound to a domestic or foreign...
Sec. 10.20.660. Disclosure of interrogatories, answers, and information. - Interrogatories and answers are not open to public inspection and...
Sec. 10.20.665. Notice of and appeal from disapproval of document. - If the commissioner fails to approve articles of incorporation, amendment,...
Sec. 10.20.670. Appeal from revocation of certificate of authority. - If the commissioner revokes the certificate of authority of a...
Sec. 10.20.673. Cancellation of filings. - The provisions in AS 10.06 (Alaska Corporations Code) relating to...
Sec. 10.20.675. Certificates and certified copies to be received in evidence. - Certificates issued by the commissioner in accordance with this chapter,...
Sec. 10.20.680. Use of forms furnished by the commissioner. - All reports required by this chapter to be filed with...
Sec. 10.20.685. Greater voting or concurrence requirements. - When, with respect to any action to be taken by...
Sec. 10.20.690. Waiver of notice. - When notice is required to be given to a member...
Sec. 10.20.695. Action by members or directors without a meeting. - (a) Action required by this chapter to be taken at...
Sec. 10.20.700. Unauthorized assumption of corporate powers. - Persons who assume to act as a corporation without authority...
Article 11. General Provisions.
Sec. 10.20.905. Powers of commissioner. - The commissioner has the power and authority reasonably necessary for...
Sec. 10.20.910. Applicability to domestic and foreign corporations. - (a) The provisions of this chapter relating to domestic corporations...
Sec. 10.20.915. Application to foreign and interstate commerce. - This chapter applies to commerce with foreign nations and among...
Sec. 10.20.920. Definitions. - In this chapter, unless the context otherwise requires, (1) “articles...
Sec. 10.20.925. Short title. - This chapter may be cited as the Alaska Nonprofit Corporation...