Alaska State Statute Code

Don't Panic! Incorporate for FREE using MyCorp

You don't have to go through the Secretary of State statute code all by your self. We can do it for you and it is FREE!!!

Save time, money, and hassle when you use our professional document filing services to help form your corporation.

FREE - SAVE $149!

(state fees additional)

Use Coupon Code : MYFREE

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. 10.06.205. Incorporators.

One or more natural persons at least 18 years of age may act as incorporators of a corporation by signing and delivering to the commissioner an original and an exact copy of the articles of incorporation for the corporation.

Sec. 10.06.230.

Bylaws: number of directors and other content.

1. Unless a provision is contained in the articles, the bylaws must state the number of directors of the corporation or state that the number of directors may not be less than a stated number or more than a stated number, with the exact number of the directors to be fixed, within the limits specified, by approval of the board or the shareholders in the manner provided in the bylaws. If the articles provide for the number of directors, the number of directors may only be changed by an amendment to the articles.
2. [Repealed, Sec. 59 ch 82 SLA 1989].
3. After the issuance of shares, a bylaw specifying or changing a fixed number of directors, or the maximum or minimum number of directors or changing from a fixed to a variable board or vice versa, shall be adopted by approval of the outstanding shares.
4. Notwithstanding (c) of this section, a bylaw or amendment of the articles of incorporation reducing the fixed or minimum number of directors to a number less than five may not be adopted if the number of votes cast against its adoption at a meeting is more than 16-2/3 percent of the outstanding shares entitled to vote.
5. The bylaws may contain any provision, not in conflict with law or the articles of incorporation, for the management of the business of the corporation and for the conduct of the affairs of the corporation, including but not limited to,
   1. a provision referred to in AS 10.06.210 (2), (3), or (4);
   2. the time, place, and manner of calling, conducting and giving notice of meetings of shareholders, directors, and committees;
   3. the manner of execution, revocation, and use of proxies;
   4. the qualifications, duties, and compensation of directors; the time of their annual election; and the requirements of a quorum for directors' and committee meetings;
   5. the appointment and authority of committees of the board;
   6. the appointment, duties, compensation, and tenure of officers;
   7. the mode of determination of holders of record of the shares of the corporation;
   8. the making of annual reports and financial statements to the shareholders.

Sec. 10.06.233.

Location and inspection of bylaws.

Each corporation shall keep at its principal executive office in this state or, if its principal executive office is not in this state, at its principal business office in this state, the original or a copy of its bylaws with amendments to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside this state and the corporation has no principal business office in this state, it shall upon the written request of a shareholder furnish to a shareholder a copy of the bylaws with amendments to date. Sec. 10.06.450. Board of directors; duty of care; right of inspection; failure to dissent.

1. All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, a board of directors except as may be otherwise provided in this chapter. If a provision is made under AS 10.06.468 or in the articles, the powers, duties, privileges, and liabilities conferred or imposed upon the board by this chapter shall be exercised, performed, extended and assumed to the extent and by the person or persons to whom they are delegated as provided in AS 10.06.468 or in the articles. Directors need not be residents of this state or shareholders of the corporation unless required by the articles or bylaws. The articles or bylaws may prescribe other qualifications for directors. The board may fix the compensation of directors unless otherwise provided in the articles.
2. A director shall perform the duties of a director, including duties as a member of a committee of the board on which the director may serve, in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Except as provided in (c) of this section, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by
1. one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
2. counsel, public accountants, or other persons as to matters that the director reasonably believes to be within the person's professional or expert competence; or
3. a committee of the board upon which the director does not serve, designated in accordance with a provision of the articles or the bylaws, as to matters within the authority of the committee if the director reasonably believes the committee to merit confidence.
3. A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by (b) of this section unwarranted.
4. A director has the absolute right at a reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation or a domestic or foreign subsidiary of the corporation. Inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts. This section applies to a director of a foreign corporation having its principal executive office in this state or customarily holding meetings of its board in this state.
5. A director of a corporation who is present at a meeting of its board at which action on a corporate matter is taken is presumed to have assented to the action taken unless the director's dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the secretary of the meeting before adjournment or forwards the dissent by certified mail to the secretary of the corporation immediately after adjournment. The right to dissent does not apply to a director who voted in favor of the action.

Sec. 10.06.305.

Issuance of and requirements for shares.

1. Subject to the provisions of this chapter, a corporation may issue one or more classes or series of shares or both, with full, limited, or no voting rights and with other rights, preferences, privileges, and restrictions as are stated or authorized in its articles of incorporation. A denial or limitation of voting rights is not effective unless at the time one or more classes or series of outstanding shares or debt securities, singly or in the aggregate, are entitled to full voting rights. A denial or limitation of dividend or liquidation rights is not effective unless at the time one or more classes or series of outstanding shares, singly or in the aggregate, are entitled to unlimited dividend or liquidation rights.
2. All shares of a class shall have the same voting, conversion, and redemption rights and other rights, preferences, privileges, and restrictions, unless the class is divided into series. If a class is divided into series, all the shares of a series shall have the same voting, conversion, and redemption rights and other rights, preferences, privileges, and restrictions.

Sec. 10.06.453.

Number, election, and tenure of directors; initial directors.

1. The board of directors shall consist of one or more members. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the articles fix the number of directors, in which case a change in the number of directors shall be made only by amendment of the articles. If the number of directors is not otherwise set, the number of directors is three.
2. Except as otherwise provided in AS 10.06.230 and this section, the number of directors may be increased or decreased by amendment of the articles or the bylaws or by action of the board or the shareholders under the specific provisions of an article or a bylaw adopted by approval of the outstanding shares. A change in the number of directors, including by amendment of the articles, is subject to the following limitations:
   1. if the board is authorized by the articles or the bylaws to change the number of directors, whether by amending the bylaws or by taking action under the specific provision of an article or a bylaw adopted by approval of the outstanding shares, the amendment or action shall require the vote of a majority of the entire board;
   2. a decrease in the number of directors may not shorten the term of an incumbent director.
3. The articles may provide for the election of one or more directors by the holders of the shares of a class or series voting as a class or series.
4. The names and addresses of the members of the first board may be stated in the articles. The members of the first board hold office until the first annual meeting of shareholders, and until their successors have been elected and qualified.
5. At the first annual meeting of shareholders and at each subsequent annual meeting the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in the case of the classification of directors as permitted by AS 10.06.455 . A director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Form an for LLC FREE using MyCorp

Forming a limited liability company (LLC) provides benefits for any type of business, from professional services to real estate to construction.

Save time, money, and hassle when you use our professional document filing services to help form your corporation.

FREE - SAVE $149!

(state fees additional)

Use Coupon Code : MYFREE

LLC Sec. 10.50.070.

Organizers.

One or more persons may organize a limited liability company by signing articles of organization and delivering the signed articles to the department for filing. A person who organizes a limited liability company may be a person who is not a member of the company when the company is organized or after the company is organized.

Sec. 10.50.095.

Operating agreement.

The members of a limited liability company may adopt an operating agreement for the company and may amend and repeal the agreement. The articles of organization may restrict or eliminate the power of the members to adopt, amend, or repeal an operating agreement.

Sec. 10.50.110.

Management generally.

1. Except as otherwise provided in the company's articles of organization, the members of a limited liability company manage the affairs and make the decisions of the company. Management by the members is subject to a provision in an operating agreement or this chapter limiting or increasing the management rights and duties of the members, including limits or increases placed on a class of members or an individual member.
2. If a limited liability company is managed by a manager, the manager has the exclusive power to manage the affairs of the company to the extent authorized by the operating agreement.