Alaska Statutes Title 10, Chapter 10.06, Article 08 - Organic Change

• Sec. 10.06.530 Merger.
  Two or more domestic corporations may merge into one of such corporations under a plan of merger approved in the manner provided in AS...
• Sec. 10.06.532 Procedure for Merger.
  A plan of merger approved by a resolution of the board of each corporation shall be proposed setting out(1) the names of the corporations...
• Sec. 10.06.534 Consolidation.
  Two or more domestic corporations may consolidate into a new domestic corporation under a plan of consolidation approved in the manner provided in AS...
• Sec. 10.06.536 Procedure for Consolidation.
  A plan of consolidation approved by a resolution of the board of each corporation shall be proposed setting out(1) the names of the corporations...
• Sec. 10.06.538 Share Exchange.
  All of the issued or outstanding shares of one or more classes of a domestic corporation may be acquired through the exchange of all...
• Sec. 10.06.540 Procedure for Share Exchange.
  (a) A plan of exchange approved by a resolution of the board of each corporation shall be proposed setting out(1) the name of the...
• Sec. 10.06.542 Disparate Treatment of Shares of the Same Class or Series Prohibited; Exceptions.
  (a) Except as provided in (b) of this section all shares of the same class or series shall be treated equally with respect to...
• Sec. 10.06.544 Notice to and Approval by Shareholders.
  Upon approval by the board of each corporation of a plan of merger, consolidation, or exchange, each board shall, by resolution, direct that the...
• Sec. 10.06.546 Manner of Approval by Shareholders.
  At each meeting for which notice is given under AS 10.06.544 a vote of the shareholders shall be taken on the proposed plan of...
• Sec. 10.06.548 Abandonment of Plan of Merger, Consolidation, or Exchange.
  After approval of the outstanding shares of each corporation under AS 10.06.546 and before the filing of the articles of merger, consolidation, or exchange,...
• Sec. 10.06.550 Execution and Contents of Articles of Merger, Consolidation, or Exchange.
  After approval, articles of merger, articles of consolidation, or articles of exchange shall be executed by each corporation by its president or a vice-president...
• Sec. 10.06.552 Filing of Articles of Merger, Consolidation, or Exchange.
  An original and an exact copy of the articles of merger, consolidation, or exchange shall be delivered to the commissioner for processing according to...
• Sec. 10.06.554 Merger of Subsidiary Corporation.
  A corporation owning at least 90 percent of the outstanding shares of each class of another corporation may merge the other corporation into itself...
• Sec. 10.06.556 Procedure for Merger of Subsidiary Corporation.
  (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...
• Sec. 10.06.558 Filing of Articles of Merger of Subsidiary Corporation.
  An original and an exact copy of the articles of merger of a subsidiary corporation shall be delivered to the commissioner for processing according...
• Sec. 10.06.560 Effective Date and Effect of Merger, Consolidation, or Exchange.
  (a) A merger, consolidation, or exchange is effective upon the issuance of a certificate of merger, consolidation, or exchange by the commissioner, or on...
• Sec. 10.06.562 Merger, Consolidation, or Exchange of Shares Between Domestic and Foreign Corporation.
  One or more foreign corporations and one or more domestic corporations may be merged or consolidated, or participate in an exchange, if the merger,...
• Sec. 10.06.564 Disclosure of Alien Affiliates.
  Not less than 20 days before the consummation of an organic change under AS 10.06.530 - 10.06.562, the surviving or new corporation shall deliver...
• Sec. 10.06.566 Disposition of Assets in Regular Course of Business; Mortgage or Pledge of Assets.
  The board of the corporation, without the approval of the shareholders or outstanding shares of the corporation, may authorize the sale, lease, exchange, or...
• Sec. 10.06.568 Disposition of Assets Not in Regular Course of Business.
  (a) A sale, lease, exchange, or other disposition of all, or substantially all, of the property and assets, with or without the good will,...
• Sec. 10.06.570 Approval of Transaction by Shareholders.
  (a) At a meeting for which notice is given under AS 10.06.568 (b) a vote of the shareholders shall be taken on the recommended...
• Sec. 10.06.572 Abandonment of Transaction by Board.
  The board in its discretion may abandon a sale, lease, exchange, or other disposition of assets after approval by the shares without further action...
• Sec. 10.06.574 Right of Shareholders to Dissent.
  (a) A shareholder may dissent from the following corporate actions:(1) a plan of merger, consolidation, or exchange to which the corporation is a party;...
• Sec. 10.06.576 Procedures Relating to the Exercise of a Shareholder's Right to Dissent; Completion of Corporate Action; Notice of Election; Treatment of Shares.
  (a) A shareholder electing to exercise a right to dissent shall file with the corporation, before or at the meeting of shareholders at which...
• Sec. 10.06.578 Offer and Payment to Dissenting Shareholders; Circumstances Where Prohibited.
  (a) Within 15 days after the expiration of the period within which shareholders may file their notice of election to dissent under AS 10.06.576...
• Sec. 10.06.580 Action to Determine Value of Shares.
  (a) If the corporation fails to make the offer required by AS 10.06.578(a) or the shareholder rejects the offer within the 30-day period specified...
• Sec. 10.06.582 Status of Shares Acquired From Dissenting Shareholders.
  Shares acquired by a corporation under AS 10.06.578 and 10.06.580 shall be held and disposed of by the corporation as other shares reacquired under...
• Sec. 10.06.590 Conversion to Limited Liability Company. [Repealed, Sec. 29 Ch 60 Sla 2013].
  Repealed or Renumbered
• Sec. 10.06.595 Application of Provisions.
  Except as provided by AS 10.55.201 (c)(1)(A) and 10.55.301(d), a corporation may enter into a merger, interest exchange, conversion, or domestication under AS 10.55....
• Sec. 10.06.600 Definitions.
  In AS 10.06.530 - 10.06.590,(1) "consolidation" means a consolidation authorized by AS 10.06.534 or 10.06.562;(2) "merger" means a merger authorized by AS 10.06.530 or...

Last modified: November 15, 2016