Section 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.

Authorities

6.05.466;10.06.020;10.06.383;10.06.608;10.06.610;10.06.668;10.06.675

Notes

References

AS 6.05.466 .466">Sec. 06.05.466. Dissolution before commencement of business.
AS 10.06.020 Limitations on powers of shareholders, officers, and directors.
AS 10.06.383 Inapplicability to winding up and involuntary or voluntary dissolution.
AS 10.06.608 Certificate of election: contents, signing, and filing.
AS 10.06.610 Revocation of election; contents, signing, and filing of certificate.
AS 10.06.668 Provision for payment of debt or liability.
AS 10.06.675 Recovery of amounts improperly distributed.

History

(Sec. 1 ch 166 SLA 1988; am Sec. 47 ch 82 SLA 1989)