Fill and Sign the Articles of Dissolution Department of Commerce Community and Form

DOMESTIC FOR-PROFIT CORPORATION ARTICLES OF DISSOLUTION ALASKA Electronic Version STATUTORY REFERENCES ALASKA STATUTES – Title 10 – Chapter 10.06 – Article 9 – Dissolution http://www.legis.state.ak.us/FOLHOME.HTM SELECTIONS FROM STATUTES An Alaska corporation can be dissolved voluntarily, administratively, or judicially. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. 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 notice under AS 10.06.410 to each shareholder entitled to vote at the meeting and stating that the purpose, or one of the purposes, of the meeting is to consider approval of voluntary dissolution of the corporation; at the meeting the election to voluntarily dissolve is adopted upon receiving the affirmative votes of two-thirds or more of the shares of the corporation entitled to vote, unless any class of shares is entitled to vote as a class, in which case the election is adopted upon receiving the affirmative vote of two-thirds or more of the shares of each class entitled to vote as a class and of two-thirds or more of the shares entitled to vote; or (2) written consent of the shares taken without a meeting under AS 10.06.423. (b) A corporation may elect by approval of the board to wind up and dissolve if the corporation has (1) been adjudicated bankrupt; (2) disposed of all of its assets and has not conducted any business for a period of five years immediately preceding the adoption of the resolution to dissolve the corporation; or (3) issued no shares.
(c) an article of dissolution may be voted on no sooner than two months after the publication of the notice to shareholders required under (2) or, if in existence at the time a notice to shareholders is published, within 90 days after that publication of the notice. (d) an article of dissolution may not be considered by the board until the board has reviewed and approved any documents required by chapter 90. (e) in addition to the requirements set forth in this subsection, a company that is a domestic for-profit corporation operating in Alaska and a corporation conducting business in Alaska shall be subject to the following provisions as provided by statute: (1) if an article of dissolution is voted or adopted on a written consent in lieu of a quorum vote, the board shall not consider the approval of the article of dissolution until it has obtained or has not received the written consent of at least two-thirds of the shareholders entitled to vote on the article of dissolution. (2) if an article of dissolution is adopted on a written consent, a company shall not be considered to be conducting business in Alaska for purposes of chapter 90 even after the corporation has ceased to qualify as a domestic for-profit corporation. (3) if an article of dissolution is voted or adopted on a written consent in lieu of quorum vote, the board shall not consider the adoption of the resolution to dissolve until it has obtained or has not received the written consent of at least two-thirds of the shares entitled to vote on the article of dissolution. (4) (a) an article of dissolution shall have effect as provided by these articles. (b) no party, including the corporation, may amend these articles, except pursuant to a resolution adopted by the board under this subsection (4). (c) the amendment must be approved by at least a two-thirds vote of shareholders entitled to vote on the proposed amendment and not approved more than 90 days before its scheduled effective date. (5) subsections (1) and (2) of this section do not limit the authority of the corporation to wind up and dissolve it- self under any other provision of law. [2009, c. 438, pt. C, §20 (amd) .] .................................................................................................................. 8. Section 4:4-16-10. Definitions. For the purposes of section 4:4-16-10, “person" means an individual, firm, partnership, society, unincorporated association, corporation, firm or other legal entity, including an individual.