Alaska Statutes Title 10, Chapter 10.06, Article 09 - Dissolution

• Sec. 10.06.605 Voluntary Dissolution by Vote or Written Consent of Shares, or by Approval of the Board.
  (a) A corporation may elect voluntarily to wind up and dissolve by(1) the vote of shareholders taken at a special or annual meeting with...
• Sec. 10.06.608 Certificate of Election: Contents, Signing, and Filing.
  (a) A corporation that has elected to wind up and dissolve shall immediately file a certificate evidencing the election as provided in this section.(b)...
• Sec. 10.06.610 Revocation of Election; Contents, Signing, and Filing of Certificate.
  (a) A voluntary election to wind up and dissolve under AS 10.06.605 may be revoked before distribution of assets by an election to revoke...
• Sec. 10.06.613 Effective Date of Revocation and Effect of Revocation.
  Revocation of a voluntary dissolution proceeding is effective upon compliance with AS 10.06.610 and the corporation may again carry on its business.
• Sec. 10.06.615 Commencement and Conduct of Voluntary Proceedings for Winding Up; Cessation of Business; Notice.
  (a) Voluntary proceedings for winding up the corporation commence upon the resolution of shareholders or directors of the corporation electing to wind up and...
• Sec. 10.06.618 Judicial Supervision of Voluntary Winding Up; Petition and Notice; Orders Protecting Shareholders and Creditors.
  If a corporation is in the process of voluntary winding up, a court, upon the petition of the corporation, a five-percent shareholder, or three...
• Sec. 10.06.620 Articles of Dissolution: Contents.
  If a corporation has been completely wound up without court proceedings, a majority of the directors then in office shall sign articles of dissolution...
• Sec. 10.06.623 Filing of Articles of Dissolution.
  An original and an exact copy of the articles of dissolution shall be delivered to the commissioner for processing according to AS 10.06.910 and...
• Sec. 10.06.625 Effect of Certificate of Dissolution.
  Upon the issuance of a certificate of dissolution, the existence of the corporation ceases, except for the purpose of suits, other proceedings, and appropriate...
• Sec. 10.06.628 Involuntary Dissolution by Verified Complaint; Filing; Intervention by Shareholder or Creditor.
  (a) A verified complaint for involuntary dissolution of a corporation on any of the grounds specified in (b) of this section may be filed...
• Sec. 10.06.630 Avoiding Dissolution by Verified Complaint; Purchase of Plaintiff's Shares; Determination of Fair Value; Stay; Appraisal; Award; Appeal.
  (a) Subject to a contrary provision in the articles of incorporation, in a suit for involuntary dissolution under AS 10.06.628 the corporation or, if...
• Sec. 10.06.633 Involuntary Dissolution by the Commissioner: Grounds, Procedure, Reinstatement.
  (a) A corporation may be dissolved involuntarily by the commissioner if(1) the corporation is delinquent six months in filing its biennial report or in...
• Sec. 10.06.635 Commissioner's Authority to Bring Action for Involuntary Dissolution; Grounds; Relief.
  (a) In addition to other remedies provided by law, a corporation may be dissolved involuntarily by a decree of the superior court in an...
• Sec. 10.06.638 Commencement of Commissioner's Action; Notice; Default.
  (a) An action for the involuntary dissolution of a corporation under AS 10.06.635 shall be commenced by the commissioner in the superior court.(b) Summons...
• Sec. 10.06.640 Appointment of Provisional Director Upon Deadlock.
  (a) If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set out in AS...
• Sec. 10.06.643 Appointment of Receiver: Application, Hearing and Notice, Security, Qualifications, Powers, Compensation.
  (a) If, at the time of the filing of a complaint for involuntary dissolution under AS 10.06.628 or at any time after the filing,...
• Sec. 10.06.645 Decree for Winding Up and Dissolution; Further Judicial Relief.
  After hearing, the court may decree a winding up and dissolution of the corporation as provided in AS 10.06.625 or, with or without winding...
• Sec. 10.06.648 Commencement and Conduct of Involuntary Proceedings for Winding Up; Cessation of Business; Notice.
  (a) Involuntary proceedings for winding up commence when an order for winding up is entered under AS 10.06.635 (b) or 10.06.645.(b) If an involuntary...
• Sec. 10.06.650 Jurisdiction of Court.
  If an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes(1) the determination of the validity of all claims...
• Sec. 10.06.653 Claims Against Corporation; Court and Non-Court Directed Winding Up; Presentation; Notice; Payment; Secured Claims; Rejected Claims.
  (a) In a court-directed winding up of a corporation under AS 10.06.618, 10.06.628, 10.06.635, and 10.06.645, creditors and claimants may be barred from participation...
• Sec. 10.06.655 Order Declaring Corporation Wound Up and Dissolved; Declarations; Effect; Additional Orders; Discharge of Directors and Other Persons.
  (a) Upon the final settlement of the accounts of the directors or other persons appointed under AS 10.06.648 and the determination that the corporation's...
• Sec. 10.06.658 Filing of Decree of Dissolution.
  The clerk of the court shall file with the commissioner a certified copy of a court decree dissolving a corporation. A fee may not...
• Sec. 10.06.660 Powers and Duties of Directors and Others in Dissolution Proceedings.
  The powers and duties of the directors or other persons appointed by the court under AS 10.06.648 and officers after commencement of a dissolution...
• Sec. 10.06.663 Proceeding to Determine Identity of Directors or to Appoint Directors.
  If the identity of a director or the right of a director to hold office is in doubt, if a director is dead or...
• Sec. 10.06.665 Distribution of Corporate Assets Among Shareholders or Other Persons; When to Be Made.
  After determining that all of the known debts and liabilities of a corporation in the process of winding up have been paid or adequately...
• Sec. 10.06.668 Provision for Payment of Debt or Liability.
  The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if(1) payment...
• Sec. 10.06.670 Distribution in Money, Property, or Securities; Installments.
  Distribution of assets may be made in money, in property, or in securities and either in installments or as a whole, if the distribution...
• Sec. 10.06.673 Plan of Distribution; Adoption; Binding Effect; Notice; Payment to Dissenting Shareholders; Abandonment.
  (a) If a corporation in the process of winding up has both preferred and common shares outstanding, a plan of distribution of the shares,...
• Sec. 10.06.675 Recovery of Amounts Improperly Distributed.
  (a) If a distribution of assets has been made in the process of winding up a corporation without a court order and without prior...
• Sec. 10.06.678 Continued Existence of Dissolved Corporations; Purposes; Abatement or Commencement of Actions; Distribution of Omitted Assets.
  (a) A corporation that is dissolved voluntarily or involuntarily continues to exist for the purpose of winding up its affairs, defending actions against it,...

Last modified: November 15, 2016