(a) A corporation that has elected to wind up and dissolve shall immediately file a certificate evidencing the election as provided in this section.

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Terms Used In Alaska Statutes 10.06.608

  • board: means the board of directors of a domestic or foreign corporation. See Alaska Statutes 10.06.990
  • commissioner: means the commissioner of commerce, community, and economic development or a designee of the commissioner. See Alaska Statutes 10.06.990
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • shareholder: means a holder of record of a share in a corporation. See Alaska Statutes 10.06.990
  • shares: means the units into which the proprietary interests in a corporation are divided. See Alaska Statutes 10.06.990
  • vote: includes authorization by written consent subject to the provisions of Alaska Stat. See Alaska Statutes 10.06.990
  • voting power: means the power to vote for the election of directors at the time a determination of voting power is made and does not include the right to vote upon the happening of a condition or event that has not yet occurred. See Alaska Statutes 10.06.990
(b) The certificate must be an officers’ certificate or shall be signed by at least a majority of the directors then in office, by one or more shareholders authorized to do so by the shareholders holding shares representing 50 percent or more of the voting power, or by the officer or shareholder designated in the written consent and must set out

(1) the name of the corporation, the names and addresses of its officers under Alaska Stat. § 10.06.483, the names and addresses of its directors, and the statement that the corporation has elected to wind up and dissolve;
(2) the number of shares voting for the election if the election was made by the vote of shareholders and a statement that the election was made by shareholders representing at least two-thirds of the voting power under Alaska Stat. § 10.06.605(a)(1);
(3) a copy of the written consent signed by all shareholders of the corporation if the election was made by the written consent of the shares;
(4) circumstances showing the corporation to be within one of the categories described in Alaska Stat. § 10.06.605(b) if the election was made by the board under that subsection.
(c) An original and an exact copy of the certificate conforming to (b) of this section shall be delivered to the commissioner for processing according to Alaska Stat. § 10.06.910.