Link to the Alaska Corporate Statutes.

Corporations Section of the Department of Community and Economic Development (note: this is where Articles of Incorporation are filed in the State of Alaska).

Alaska Articles of Incorporation.

Articles of Incorporation Filing Fee: $250

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Selected Alaska Corporate Statutes

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• AS 10.06.005. Purposes. A corporation may be organized under this chapter for any lawful purpose.
• AS 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.
• AS 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 .
• AS 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.
• AS 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.
• AS 10.06.208. Articles of Incorporation. The articles of incorporation must set out
  (1) the name of the corporation;
  (2) the purpose or purposes for which the corporation is organized, which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated under this chapter;
  (3) if incorporation is after March 24, 1982, the address of its initial registered office and the name of its initial registered agent;
  (4) the name and address of each alien affiliate or a statement that there are no alien affiliates;
  (5) if the corporation is authorized to issue only one class of shares, the total number of shares that the corporation is authorized to issue;
  (6) if the corporation is authorized to issue more than one class of shares, or if a class of shares is to have two or more series,
  1. the total number of shares of each class the corporation is authorized to issue, and the total number of shares of each series that the corporation is authorized to issue or of which the board is authorized to fix the number of shares;
  2. the designation of each class, and the designation of each series or that the board may determine the designation of any series;
  3. the rights, preferences, privileges, and restrictions granted to or imposed on the respective classes or series of shares or the holders of the shares, or that the board, within any limits and restrictions stated, may determine or alter the rights, preferences, privileges, and restrictions granted to or imposed on a wholly unissued class of shares or a wholly unissued series of any class of shares; and
  4. if the number of shares of a series is authorized to be fixed by the board, the articles of incorporation may also authorize the board, within the limits and restrictions stated in the articles or stated in a resolution of the board originally fixing the number of shares constituting a series, to increase or decrease, but not below the number of shares of the series then outstanding, the number of shares of a series after the issue of shares of that series; if the number of shares of a series are decreased, the shares constituting the decrease shall resume the status they had before the adoption of the resolution originally fixing the number of shares of the series.
• AS 10.06.210. Articles of Incorporation; Optional Provisions. The articles of incorporation may set out
  (1) any of the following provisions, which are not effective unless expressly provided in the articles:
  1. a provision granting, with or without limitations, the power to levy assessments upon the shares or class of shares;
  2. a provision removing from shareholders preemptive rights to subscribe to any or all issues of shares or securities;
  3. special qualifications of persons who may be shareholders;
  4. a provision limiting the duration of the corporation's existence to a specified date;
  5. a provision restricting or eliminating the power of the board or of the outstanding shares to adopt, amend, or repeal provisions of the bylaws as provided in AS 10.06.228 ;
  6. a provision requiring, for any corporate action except as provided in AS 10.06.460 and AS 10.06.605 , the vote of a larger proportion or of all of the shares of a class or series, or the vote or quorum for taking action of a larger proportion or of all of the directors, than is otherwise required by this chapter;
  7. a provision limiting or restricting the business in which the corporation may engage or the powers that the corporation may exercise or both;
  8. a provision conferring upon the holder of an evidence of indebtedness, issued or to be issued by the corporation, the right to vote in the election of directors and on any other matters on which shareholders may vote;
  9. a provision conferring on shareholders the right to determine the consideration for which shares shall be issued;
  10. a provision requiring the approval of the shareholders or the approval of the outstanding shares for a corporate action, even though not otherwise required by this chapter;
  11. a provision that one or more classes or series of shares are redeemable as provided in AS 10.06.325 ;
  12. [Repealed, Sec. 59 ch 82 SLA 1989].
  13. a provision that confers or imposes the powers, duties, privileges, and liabilities of directors upon delegates under AS 10.06.450;
  14. a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director; the articles of incorporation may not eliminate or limit the liability of a director for (i) a breach of a director's duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) wilful or negligent conduct involved in the payment of dividends or the repurchase of stock from other than lawfully available funds; or (iv) a transaction from which the director derives an improper personal benefit; the provisions of this paragraph do not eliminate or limit the liability of a director for an act or omission that occurs before the effective date of the articles of incorporation or of an amendment to the articles of incorporation authorized by this paragraph;
  (2) reasonable restrictions upon the right to transfer or hypothecate shares of a class or series, but a restriction is not binding on shares issued before the adoption of the restriction unless the holders of those shares voted in favor of the restriction;
  (3) the names and addresses of the persons appointed to act as initial directors;
  (4) any other provision not in conflict with this chapter for the management of the business and for the conduct of the affairs of the corporation, including any provision that is required or permitted by this chapter to be stated in the bylaws.
• AS 10.06.215. Disclosure of Corporate Purposes. An incorporator presenting articles of incorporation under AS 10.06.213 shall deliver, with the articles, a separate statement of the codes, from the identification codes established under AS 10.06.870 , that most closely describe the activities in which the corporation will initially engage.
• AS 10.06.218. Effect of Issuance of Certificate of Incorporation. The corporate existence begins on the issuance of the certificate of incorporation. That certificate is conclusive evidence that all precedent conditions required to be performed by the incorporators have been satisfied and that the corporation has been incorporated. Issuance does not affect the right of the state to bring a proceeding to cancel or revoke the certificate or for involuntary dissolution of the corporation. The doctrines of de jure compliance, de facto corporations, and corporations by estoppel are abolished.
• AS 10.06.220. Liability For Acting as Nonexistent Corporation.
  (a) Except as provided in (b) of this section persons who assume to act as a corporation for which there has been no issuance of a certificate of incorporation under AS 10.06.218 are jointly and severally liable for debts and liabilities incurred or arising as a result of that action.
  (b) The terms of a written contract between a third party and persons acting on behalf of a corporation for which there has been no issuance of a certificate of incorporation may modify or preclude the liability created by this section.
  (c) An oral promise, agreement or understanding is not effective to modify or preclude the liability created in (a) of this section.
• AS 10.06.223. Organizational Meeting. After the commencement of corporate existence by the issuance of a certificate of incorporation, an organizational meeting of either the incorporators or the board of directors named in the articles of incorporation shall be held, either inside or outside the state, at the call of a majority of the incorporators or directors named in the articles of incorporation, for the purpose of adopting bylaws, electing directors if none have been named in the articles, electing officers, and transacting such other business as may come before the meeting. Those calling the meeting shall give at least 20 days notice of the meeting by mail to each incorporator or director named. The notice shall state the time and place of the meeting.
• AS 10.06.228. Bylaws: Adoption, Amendment or Repeal. Bylaws may be adopted, amended, or repealed either by approval of the outstanding shares or by approval of the board, except as provided in AS 10.06.230 . The articles of incorporation may restrict or eliminate the power of either the board or the outstanding shares to adopt, amend, or repeal bylaws.
• AS 10.06.230. Bylaws: Number of Directors and Other Content.
  (a) 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.
  (b) [Repealed, Sec. 59 ch 82 SLA 1989].
  (c) 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.
  (d) 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.
  (e) 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.
  9. AS 10.06.305. Issuance of and Requirements For Shares.
     (a) 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.
     (b) 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.
  10. AS 10.06.320. Filing of Statement Before Issuance of Class or Series.
      (a) Before the issuance of shares of a class the rights, preferences, privileges, and restrictions of which have been fixed by resolution of the board, or before the issuance of shares of a series established by resolution of the board, the corporation shall file with the commissioner a statement, and an exact copy of the statement, signed by the president or vice-president and the secretary or assistant secretary, setting out
      1. the name of the corporation;
      2. a copy of the resolution determining the rights, preferences, privileges, and restrictions of the wholly unissued class, or of the resolution establishing and designating a series, and fixing and determining the relative rights and preferences of the series;
      3. the date of the adoption of the resolution;
      4. that the resolution was adopted by the board.
      (b) The commissioner shall process the statement in accordance with AS 10.06.910.
  11. AS 10.06.328. Irrevocability of Subscriptions For Shares. A subscription for shares of a corporation to be organized is irrevocable for a period of six months, unless the subscription agreement provides otherwise or unless all of the subscribers consent to the revocation of the subscription.
  12. AS 10.06.338. Payment For Shares.
      (a) Consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. Unless otherwise provided in the articles of incorporation, when payment of the consideration for shares is received by the corporation, the shares are considered fully paid and nonassessable.
      (b) A promissory note or future service does not constitute payment or part payment for shares of a corporation.
  13. AS 10.06.340. Judgment of Board or Shareholders as to Value of Consideration Conclusive. In the absence of fraud in the transaction, the judgment of the board or the shareholders as to the value of the consideration received for shares is conclusive.
  14. AS 10.06.343. Stock Rights and Options. Subject to a provision in its articles, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders of the rights or options to purchase from the corporation shares of any class or classes. These rights or options shall be evidenced in the manner the board approves and, subject to the provisions of the articles, must set out the terms upon which, the time within which, and the price at which the shares may be purchased from the corporation upon the exercise of the right or option. If the rights or options are to be issued to directors, officers, or employees of the corporation or of a subsidiary of the corporation and not to the shareholders generally, their issuance shall be authorized by the approval of the outstanding shares or must be consistent with a plan so approved or ratified. In the absence of fraud in the transaction, the judgment of the board as to the adequacy of the consideration received for the rights or options is conclusive.
  15. AS 10.06.350. Information Required to Be Stated On Certificate.
      (a) Each certificate representing shares issued by a corporation authorized to issue shares of more than one class shall set out on the face or back of the certificate, or state that the corporation will furnish to a shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue preferred or special class in series, the variations in the relative rights and preferences between the shares of each series so far as they have been fixed and determined and the authority of the board to fix and determine the relative rights and preferences of subsequent series.
      (b) Each certificate representing shares shall state upon its face
      1. that the corporation is organized under the laws of the state;
      2. the name of the person to whom issued;
      3. the number and class of shares, and the designation of the series, if any, that the certificate represents.
  16. AS 10.06.405. Meetings of Shareholders.
      (a) Meetings of shareholders shall be held at a place inside or outside this state as provided in the bylaws. In the absence of a provision in the bylaws, meetings shall be held at the registered office of the corporation.
      (b) An annual meeting of the shareholders shall be held at the time as provided in the bylaws. If the annual meeting is not held within any 13-month period, the superior court may on the application of a shareholder summarily order a meeting to be held.
      (c) Special meetings of the shareholders may be called by the board, the chairman of the board, the president, the holders of not less than one-tenth of all the shares entitled to vote at the meeting, or other persons as may be authorized in the articles of incorporation or the bylaws.
      (d) The failure of a corporation to hold an annual meeting at the time stated in or fixed under its bylaws does not cause the corporation to forfeit its status, does not cause a dissolution of the corporation, and does not affect the validity of corporate action.
  17. AS 10.06.423. Actions Taken Without Meeting: Written Consent; Revocation of Consent.
      (a) Unless prohibited by the articles or the bylaws, whenever under this chapter shareholders are required or permitted to take action by vote, the action may be taken without a meeting by written consents, identical in content, setting out the action taken, signed by the holders of all outstanding shares entitled to vote on the action.
      (b) A shareholder giving a written consent, or the shareholder's proxy holder, or a transferee of the shares or a personal representative or proxy holder of the shareholder, may only revoke the consent by a writing received by the corporation before the time that written consents of the shares required to authorize the proposed action have been filed with the secretary of the corporation. The revocation is effective upon receipt by the secretary of the corporation.
  18. AS 10.06.424. Shareholder Agreements.
      (a) The shareholders of a corporation may enter into an agreement among all the shareholders to impose restrictions on the transfer or registration of shares of the corporation to
      1. maintain the corporation's status, including election of S corporation status under 26 U.S.C. (Internal Revenue Code), when the status depends on the number or identity of its shareholders; in this paragraph, "S corporation" has the meaning given in 26 U.S.C. 1361;
      2. preserve exemptions under federal or state securities laws;
      3. ensure that shareholders will be able to control who may participate in the corporation's business;
      4. ensure that shareholders who wish to retire will be able to liquidate their investments without disrupting corporate affairs;
      5. ensure that estates of deceased shareholders will be able to liquidate the decedents' shares in the corporation;
      6. obligate the shareholder first to offer to the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;
      7. obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;
      8. require the corporation, the holder of any class of its shares, or another person, to approve the transfer of restricted shares, if the requirement is not manifestly unreasonable; and
      9. accomplish another reasonable purpose.
      (b) The shareholders of a corporation may enter into an agreement among all of the shareholders to provide for the selection of directors and officers.
      (c) The existence of a shareholders' agreement that is consistent with this section shall be noted conspicuously on the front or back of each stock certificate together with a statement indicating that the agreement, or a copy of the agreement, is on file at the principal office of the corporation and that the corporation will allow inspection of the agreement or furnish a copy of the agreement without charge. If the share has been issued under AS 10.06.349 without a certificate, a statement that discloses the existence of the shareholders' agreement shall be sent within a reasonable time to the shareholder.
      (d) Shares issued before compliance with (c) of this section, if acquired by a person without knowledge of the shareholders' agreement, are not subject to the shareholders' agreement.
      (e) A shareholders' agreement may not alter or waive AS 10.06.350 , 10.06.358, 10.06.360, 10.06.430, 10.06.438, 10.06.544, 10.06.570, 10.06.633, 10.06.648, or 10.06.653.
      (f) In this section, "shares" includes a security that is convertible into shares or that carries a right to subscribe for or acquire shares.
  19. AS 10.06.438. Liability of Shareholders and Subscribers.
      (a) A holder of or subscriber to shares of a corporation is under no obligation to the corporation or its creditors as holder or subscriber with respect to the shares other than the obligation to pay the corporation the full consideration for which the shares were issued or to be issued.
      (b) An assignee or transferee of shares, or of a subscription for shares, in good faith and without knowledge or notice that the full consideration has not been paid, is not personally liable to the corporation or its creditors for any unpaid portion of the consideration.
      (c) An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver is not personally liable to the corporation or its creditors for any unpaid portion of the consideration.
      (d) A pledgee or other holder of shares as collateral security is not personally liable as a shareholder.

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