(a) A verified complaint for involuntary dissolution of a corporation on any of the grounds specified in (b) of this section may be filed in the superior court by the following persons:

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Terms Used In Alaska Statutes 10.06.628

  • action: includes any matter or proceeding in a court, civil or criminal. See Alaska Statutes 01.10.060
  • board: means the board of directors of a domestic or foreign corporation. See Alaska Statutes 10.06.990
  • common shares: means shares that have no preference over other shares with respect to distribution of assets on liquidation or with respect to payment of dividends. See Alaska Statutes 10.06.990
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • control: means
    (A) owning directly or indirectly, or having the power to vote, 25 percent or more of a class of voting securities of a corporation subject to this chapter. 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.
  • Fraud: Intentional deception resulting in injury to another.
  • person: means an individual, a corporation, a partnership, an association, a joint-stock company, an estate, a trust if the interests of the beneficiaries are evidenced by a security, an unincorporated association, a government, a political subdivision of a government, or a combination of these entities. See Alaska Statutes 10.06.990
  • preferred shares: means shares other than common shares. See Alaska Statutes 10.06.990
  • property: includes real and personal property. See Alaska Statutes 01.10.060
  • 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
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • verified: means that a document has been certified to be true as provided in 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
(1) one-half or more of the directors in office;
(2) a shareholder or shareholders who hold shares representing not less than 331/3 percent of the total number of outstanding shares, assuming conversion of preferred shares convertible into common shares, or of the outstanding common shares, or of the equity of the corporation, exclusive of shares owned by persons who have personally participated in any of the transactions enumerated in (b)(4) of this section;
(3) a shareholder if the ground for dissolution is that the period for which the corporation was formed has terminated without extension; or
(4) another person expressly authorized to do so in the articles.
(b) The grounds for involuntary dissolution are:

(1) the corporation has abandoned its business for more than one year;
(2) the corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its business can no longer be conducted to advantage or so that there is danger that its property and business will be impaired or lost, and the holders of the voting shares of the corporation are so divided into factions that they cannot elect a board consisting of an uneven number;
(3) there is internal dissension and two or more factions of shareholders in the corporation are so deadlocked that its business can no longer be conducted with advantage to its shareholders, or the shareholders have failed at two consecutive annual meetings at which all voting power was exercised to elect successors to directors whose terms have expired or would have expired upon election of their successors;
(4) those in control of the corporation have been guilty of or have knowingly countenanced persistent and pervasive fraud, mismanagement or abuse of authority or persistent unfairness toward shareholders, or the property of the corporation is being misapplied or wasted by its directors or officers;
(5) in the case of any corporation with 35 or fewer shareholders of record, liquidation is reasonably necessary for the protection of the rights or interests of the complaining shareholder or shareholders; or
(6) the period for which the corporation was formed has terminated without extension.
(c) Before the trial of the action a shareholder or creditor of the corporation may intervene.
(d) For purposes of this section, “shareholder” includes a beneficial owner of shares who has entered into an agreement under Alaska Stat. § 10.06.425(a).
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