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Title 10. Corporations And Associations


Published: 2015

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Title 10. CORPORATIONS AND ASSOCIATIONS
Chapter 10.05. ALASKA BUSINESS CORPORATION ACT

[Repealed, Sec. 6 ch 166 SLA 1988].

Chapter 10.06. ALASKA CORPORATIONS CODE

Article 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.

Sec. 10.06.125. Registration of corporate name.

A corporation organized and existing under the laws of a state or territory of the United States may register its corporate name if the name is available for corporate use under AS 10.06.105 (d).

Sec. 10.06.130. Exclusive right to use name; remedies.

 (a) A corporation that is organized under this chapter has the exclusive right to the name under which it was organized. A foreign corporation that has obtained a certificate of authority under this chapter has the exclusive right to the name under which it received its certificate of authority. A corporation that has registered a name under AS 10.06.125 has the exclusive right to the use of the registered name.

 (b) A corporation with the exclusive right to a name under (a) of this section

 (1) may enjoin the use of a name that is not distinguishable on the records of the department from the name to which the corporation has the exclusive right under (a) of this section;

 (2) has a cause of action for damages against a person who uses a name that is not distinguishable on the records of the department from the name to which the corporation has the exclusive right under (a) of this section.

Sec. 10.06.135. Procedure for registration of corporate name.

Registration of a corporate name is made by filing with the commissioner

 (1) an application for registration executed by an officer of the corporation setting out the name of the corporation, the state or territory under the laws of which it is incorporated, the date of incorporation, a statement that it is doing business, and a brief statement of its business; and

 (2) a certificate from an official of the state or territory where the corporation is organized who has custody of the records pertaining to corporations stating that the corporation is in good standing under the laws of that state or territory.

Sec. 10.06.140. Fee for and duration of registered name.

 (a) The fee for registration of a corporate name shall be established by the department by regulation.

 (b) The registration is effective until the close of the calendar year in which the application for registration is filed unless terminated earlier by involuntary dissolution in accordance with AS 10.06.633.

Sec. 10.06.145. Renewal of registered name.

A corporation that has registered its corporate name may renew the registration each year by (1) filing an application for renewal setting out the facts required in an original application for registration; (2) filing a certificate of good standing required for an original registration; and (3) paying a fee established by the department by regulation. An application for renewal shall be filed between October 1 and December 31 in each year. The renewal extends the registration for the following calendar year.

Sec. 10.06.150. Registered office and registered agent.

A corporation shall continuously maintain in this state a registered agent and a registered office. The registered office may be the same as the place of business of the corporation. The registered agent may be either an individual resident of this state whose business office is the same as the registered office, or a domestic or foreign corporation authorized to transact business in this state whose business office is the same as the registered office.