Published: 2015
Key Benefits:
Sec. 09.80.130. Transferable records.
(a) A person has control of a transferable record if a system employed for evidencing the transfer of interests in the transferable record reliably establishes that person as the person to whom the transferable record was issued or transferred.
(b) A system satisfies (a) of this section, and a person is considered to have control of a transferable record, if the transferable record is created, stored, and assigned in such a manner that
(1) a single authoritative copy of the transferable record exists that is unique, identifiable, and, except as otherwise provided in (4) - (6) of this subsection, unalterable;
(2) the authoritative copy identifies the person asserting control as the person to whom the transferable record was
(A) issued; or
(B) most recently transferred if the authoritative copy indicates that the transferable record has been transferred;
(3) the authoritative copy is communicated to and maintained by the person asserting control or the person's designated custodian;
(4) copies or revisions that add or change an identified assignee of the authoritative copy can be made only with the consent of the person asserting control;
(5) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and
(6) any revision of the authoritative copy is readily identifiable as authorized or unauthorized.
(c) Except as otherwise agreed, a person having control of a transferable record is the holder, as defined in AS 45.01.211 (b), of the transferable record and has the same rights and defenses as a holder of an equivalent record or writing under the Uniform Commercial Code, including, if the applicable statutory requirements under AS 45.03.302(a), AS 45.07.501 , or AS 45.29.308 are satisfied, the rights and defenses of a holder in due course, a holder to which a negotiable document of title has been duly negotiated, or a purchaser, respectively. Delivery, possession, and endorsement are not required to obtain or exercise a right under this subsection.
(d) Except as otherwise agreed, an obligor under a transferable record has the same rights and defenses as an equivalent obligor under equivalent records or writings under the Uniform Commercial Code.
(e) If requested by a person against whom enforcement is sought, the person seeking to enforce the transferable record shall provide reasonable proof that the person is in control of the transferable record. Proof may include access to the authoritative copy of the transferable record and related business records sufficient to review the terms of the transferable record and to establish the identity of the person having control of the transferable record.
(f) In this section, "transferable record" means an electronic record that
(1) would be a note under AS 45.03 or a document under AS 45.07 if the electronic record were in writing; and
(2) the issuer of the electronic record expressly has agreed is a transferable record.
Sec. 09.80.140. Creation and retention of electronic records and conversion of written records by governmental agencies.
Each governmental agency of this state shall determine whether, and the extent to which, the governmental agency will create and retain electronic records and convert written records to electronic records.
Sec. 09.80.150. Acceptance and distribution of electronic records by governmental agencies.
(a) Except as otherwise provided in AS 09.80.090 (f), each governmental agency of this state shall determine whether, and the extent to which, the governmental agency will send and accept electronic records and electronic signatures to and from other persons and otherwise create, generate, communicate, store, process, use, and rely upon electronic records and electronic signatures.
(b) To the extent that a governmental agency uses electronic records and electronic signatures under (a) of this section, the governmental agency, giving due consideration to security, may specify
(1) the manner and format in which the electronic records must be created, generated, sent, communicated, received, and stored and the systems established for those purposes;
(2) if electronic records must be signed by electronic means, the type of electronic signature required, the manner and format in which the electronic signature must be affixed to the electronic record, and the identity of, or criteria that must be met by, a third party used by a person filing a document to facilitate the process;
(3) control processes and procedures as appropriate to ensure adequate preservation, disposition, integrity, security, confidentiality, and auditability of electronic records; and
(4) any other required attributes for electronic records that are specified for corresponding nonelectronic records or that are reasonably necessary under the circumstances.
(c) Except as otherwise provided in AS 09.80.090 (f), this chapter does not require a governmental agency of this state to use or permit the use of electronic records or electronic signatures.
Sec. 09.80.160. Interoperability.
A governmental agency of this state that adopts standards under AS 09.80.150 may encourage and promote consistency and interoperability with similar requirements adopted by other governmental agencies of this and other states and the federal government and nongovernmental persons interacting with governmental agencies of this state. If appropriate, those standards may specify differing levels of standards from which governmental agencies of this state may choose in implementing the most appropriate standard for a particular application.
Sec. 09.80.190. Definitions.
In this chapter,
(1) "agreement" means the bargain of the parties in fact, as found in their language or inferred from other circumstances and from rules, regulations, and procedures given the effect of agreements under laws otherwise applicable to a particular transaction;
(2) "automated transaction" means a transaction conducted or performed, in whole or in part, by electronic means or electronic records, in which the acts or records of one or both parties are not reviewed by an individual in the ordinary course of affairs in forming a contract, performing under an existing contract, or fulfilling an obligation required by the transaction;
(3) "computer program" means a set of statements or instructions to be used directly or indirectly in an information processing system in order to bring about a certain result;
(4) "contract" means the total legal obligation resulting from the parties' agreement as affected by this chapter and other applicable law;
(5) "electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities;
(6) "electronic agent" means a computer program or an electronic or other automated means used independently to initiate an action or respond to electronic records or performances in whole or in part, without review or action by an individual;
(7) "electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means;
(8) "electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record;
(9) "governmental agency" means an executive, legislative, or judicial agency, department, board, commission, authority, institution, or instrumentality, of the federal government or of a state or of a county, municipality, or other political subdivision of a state;
(10) "information" means data, text, images, sounds, codes, computer programs, software, databases, or similar items;
(11) "information processing system" means an electronic system for creating, generating, sending, receiving, storing, displaying, or processing information;
(12) "person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, governmental agency, public corporation, or any other legal or commercial entity;
(13) "record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;
(14) "security procedure" means a procedure employed for the purpose of verifying that an electronic signature, record, or performance is that of a specific person or for detecting changes or errors in the information in an electronic record; "security procedure" includes a procedure that requires the use of algorithms or other codes, identifying words or numbers, encryption, or call-backs or other acknowledgment procedures;
(15) "state" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States, and includes an Indian tribe or band or Alaska Native village that is recognized by federal law or formally acknowledged by a state;
(16) "transaction" means an action or set of actions occurring between two or more persons relating to the conduct of business, commercial, or governmental affairs;
(17) "Uniform Commercial Code" means AS 45.01 - AS 45.08, AS 45.12, AS 45.14, and AS 45.29.
Sec. 09.80.195. Short title.
This chapter may be cited as the Uniform Electronic Transactions Act.
[Repealed, Sec. 6 ch 166 SLA 1988].
Chapter 10.06. ALASKA CORPORATIONS CODEArticle 01. CORPORATE PURPOSES AND POWERS
Sec. 10.06.005. Purposes.
A corporation may be organized under this chapter for any lawful purpose.
Sec. 10.06.010. General powers.
Subject to the limitations in its articles of incorporation, the provisions of this chapter and other applicable law, a corporation has all the powers of a natural person in carrying out its business activities, including, without limitation, the power to
(1) have perpetual succession by its corporate name;
(2) sue and be sued in its corporate name;
(3) adopt a corporate seal and alter it, and use it by having it or a facsimile of it impressed, affixed, or reproduced;
(4) buy, take, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in, real or personal property or an interest in the property, wherever situated;
(5) sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or a part of its property and assets;
(6) lend money, if properly approved, to its employees, officers, and directors, and otherwise assist its employees, officers, and directors;
(7) buy, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or an instrumentality of these;
(8) make contracts and guarantees, incur liabilities, borrow money at the rates of interest the corporation determines, issue notes, bonds, and other obligations, and secure its obligations by mortgage or pledge of all or any of its property, franchise and income;
(9) lend money for its corporate purposes, invest and reinvest its money, and take and hold real and personal property as security for the payment of money loaned or invested;
(10) conduct business, carry on operations, and have offices and exercise the powers granted by this chapter in a state, territory, district, or possession of the United States, or in a foreign country;
(11) elect or appoint officers and agents of the corporation and define their duties and fix their compensation;
(12) make and alter bylaws not inconsistent with its articles of incorporation or with state law, for the administration and regulation of the affairs of the corporation;
(13) donate for the public welfare or for charitable, scientific or educational purposes, and in time of war donate in aid of war activities;
(14) transact lawful business in time of war in aid of the United States in the prosecution of the war;
(15) pay pensions and establish pension plans, pension trusts, profit-sharing plans, stock bonus plans, stock option plans and other incentive plans for its directors, officers, and employees;
(16) cease its corporate activities and surrender its corporate franchise;
(17) have and exercise the powers of a limited or general partner or a joint venturer in association with one or more persons, corporations, partnerships, or associations;
(18) have and exercise all powers necessary or convenient to carry out the purposes for which the corporation is organized.
Sec. 10.06.015. Defense of ultra vires.
(a) An act of a corporation or a transfer of real or personal property to or by a corporation, otherwise lawful, is not invalid because the corporation was without capacity or power to do the act or to make or receive the transfer, but the lack of capacity or power may be asserted
(1) in an action by a shareholder against the corporation to enjoin the doing of an act or the transfer of real or personal property by or to the corporation; if the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made under a contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the action, set aside and enjoin the performance of the contract, and in so doing may allow to the corporation or to the other parties to the contract, compensation as may be equitable for the loss or damage sustained by any of them from the action of the court in setting aside and enjoining the performance of the contract; however, anticipated profits to be derived from the contract may not be awarded by the court as a loss or damage sustained;
(2) in an action by or in the right of the corporation to obtain a judgment in its favor against an incumbent or former officer, director, or incorporator of the corporation for loss or damage due to that individual's unauthorized act;
(3) in an action or special proceeding by the commissioner to annul or dissolve the corporation or to enjoin it from the doing of unauthorized business.
(b) This section applies to contracts and conveyances made by foreign corporations in this state and to conveyances by foreign corporations of real property situated in this state.
Sec. 10.06.020. Limitations on powers of shareholders, officers, and directors.
A limitation upon the powers of the shareholders, officers, or directors, or the manner or exercise of their powers, contained in or implied by the articles of incorporation, bylaws, or action of the board, or by AS 10.06.605 - 10.06.678 or 10.06.705 - 10.06.788 or by a shareholders' agreement may not be asserted as between the corporation or a shareholder and a third person, except in a proceeding
(1) by a shareholder or the state to enjoin the doing or continuance of unauthorized business by the corporation or its officers, or both, in a case where a third party has not acquired rights under AS 10.06.025(a);
(2) to dissolve the corporation; or
(3) by the corporation or by a shareholder suing in a representative suit against the officers or directors of the corporation for violation of their duty.
Sec. 10.06.025. Contracts or conveyances binding domestic and foreign corporations.
(a) A contract or conveyance made in the name of the corporation that is authorized or ratified by the board, or is done within the scope of the authority, actual or apparent, conferred by the board or within the agency power of the officers executing it, except as the board's authority is limited by law, binds the corporation, and the corporation acquires rights under the contract, whether the contract is executed or is wholly or in part executory.
(b) This section applies to contracts and conveyances made by foreign corporations in this state and to conveyances by foreign corporations of real property situated in this state.
Article 02. NAME, REGISTERED AGENT, REGISTERED OFFICE, AND SERVICE ON CORPORATION
Sec. 10.06.105. Corporate name.
(a) A corporate name must contain the word "corporation", "company", "incorporated", or "limited", or an abbreviation of one of these words. The corporate name may not contain a word or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation.
(b) The corporate name may not contain the word "city", "borough", or "village" or otherwise imply that the corporation is a municipality. The name of a city, borough, or village may be used in the corporate name.
(c) A person may not adopt a name that contains the word "corporation", "incorporated", or "limited", or an abbreviation of one of these words, unless the person has been issued a certificate of incorporation, or, in the case of a foreign corporation, a certificate of authority, by the commissioner. This subsection does not prohibit a limited liability company or a limited partnership from using the word "limited" or an abbreviation of "limited" in its name.
(d) A corporate name must be distinguishable on the records of the department from the name of any other organized entity and from a reserved or registered name. The department may adopt regulations to enforce this subsection. In this subsection, "organized entity" and "reserved or registered name" have the meanings given in AS 10.35.040 .
Sec. 10.06.110. Reservation of corporate name.
The exclusive right to the use of a corporate name may be reserved by a
(1) person intending to organize a corporation under this chapter;
(2) domestic corporation intending to change its name;
(3) foreign corporation intending to apply for a certificate of authority to transact business in this state;
(4) foreign corporation authorized to transact business in this state and intending to change its name; or
(5) person intending to organize a foreign corporation and to have it apply for a certificate of authority to transact business in this state.
Sec. 10.06.115. Application for and duration of reservation of name.
Reservation of a corporate name is made by filing an application with the commissioner. If the commissioner finds that the name is available for corporate use under AS 10.06.105 (d), the commissioner shall reserve it for the exclusive use of the applicant for a period of 120 days.
Sec. 10.06.120. Transfer of reserved name.
The holder of a reserved corporate name may transfer the right to the exclusive use of the corporate name to another person by filing a notice of transfer with the commissioner, signed by the holder of the name, and specifying the name and address of the transferee.
