Section 10.06.633. Involuntary dissolution by the commissioner: grounds, procedure, reinstatement.

   (a) A corporation may be dissolved involuntarily by the commissioner if
        (1) the corporation is delinquent six months in filing its biennial report or in paying its biennial corporation tax or a penalty;
        (2) the corporation has failed for 30 days to appoint and maintain a registered agent in the state;
        (3) the corporation has failed for 30 days after change of its registered office or registered agent to file in the office of the commissioner a statement of the change;
        (4) the corporation has failed for two years to complete dissolution under a certificate of election under AS 10.06.608 to dissolve;
        (5) a vacancy on the board of the corporation is not filled within six months or the next annual meeting, whichever occurs first;
        (6) a misrepresentation of material facts has been made in the application, report, affidavit, or other document submitted under this chapter; or
        (7) the corporation is 90 days delinquent in filing notice of change of an officer, director, alien affiliate, or five percent shareholder, as required by this chapter.
   (b) A corporation may not be dissolved under this section unless the commissioner has given the corporation written notice of its delinquency, failure, or noncompliance by mail as provided by (i) of this section. If the corporation fails, within 60 days after the requirements of (i) of this section have been satisfied, to contest the alleged neglect, omission, delinquency, or noncompliance by a written request for a hearing conducted by the office of administrative hearings (AS 44.64.010) or fails to correct the asserted neglect, omission, delinquency, or noncompliance, it may be dissolved under (d) of this section.
   (c) If, following a hearing, the commissioner determines the presence of neglect, omission, delinquency, or noncompliance providing grounds for involuntary dissolution under this section, the corporation may appeal to the superior court by filing with the clerk of the court a notice of appeal setting out a copy of the notice given by the commissioner under (b) of this section together with a copy of a timely demand for a hearing by the corporation, and a copy of an affirmation by the commissioner of an intention to dissolve under (d) of this section. The matter shall be tried de novo by the superior court, and the court shall either sustain the commissioner or direct the commissioner to take action the court considers proper.
   (d) If a corporation has given cause for involuntary dissolution and has failed to correct the neglect, omission, delinquency, or noncompliance as provided in this section, and there has been no order of the superior court, the commissioner shall dissolve the corporation by issuing a certificate of involuntary dissolution containing a statement that the corporation has been dissolved, the date, and the reason for which it was dissolved. The original certificate of dissolution shall be placed in the department files and a copy of it mailed to the corporation as provided by (i) of this section. Upon the issuance of the certificate of involuntary dissolution, the existence of the corporation ceases, except as otherwise provided in this section, and its name shall be available to and may be adopted by another corporation no less than six months after the dissolution.
   (e) A corporation dissolved under this section may be reinstated within two years from the date of the certificate of involuntary dissolution if it is established to the satisfaction of the commissioner that in fact there was no cause for the dissolution, or if the neglect, omission, delinquency, or noncompliance resulting in dissolution has been corrected and payment made of double the amount delinquent along with the amount the corporation would have paid had it not been dissolved during the two-year period. Reinstatement may not be authorized if the name is not available for corporate use under AS 10.06.105(d) unless the corporation being reinstated amends its articles of incorporation to change its name to conform with the provisions of this chapter.
   (f) Nothing in this section relieves a corporation reinstated under this section from penalty or forfeiture of its powers in a case of failure to pay subsequently accruing licenses and taxes imposed by a law of the state.
   (g) An action arising out of a contract assigned by a corporation dissolved under this section may be brought in the name of the assignee. The fact of assignment and of purchase by the plaintiff shall be set out in the complaint or other process. The defense may avail itself of any defense the defense might have availed itself of in a suit upon the claim by the corporation had it not been dissolved under this section.
   (h) Service of process on a corporation dissolved under this section shall be made in the same manner prescribed by law as if the corporation had not been dissolved.
   (i) If the mailing of an item is required by (b) or (d) of this section, the commissioner shall first mail the item by certified mail to the corporation's registered office at the last known address of the registered office shown on the records of the commissioner. If the item mailed to the registered office is returned to the commissioner, the commissioner shall mail the item by first class mail to the registered agent of the corporation at the last known address of the registered agent shown on the records of the commissioner. If the item mailed to the registered agent is returned to the commissioner, the commissioner shall mail the item by first class mail to the president of the corporation at the last known address for the president shown on the records of the commissioner. If the name and address of the president are not shown on the records of the commissioner, the commissioner shall mail the item by first class mail to an officer shown on the records of the commissioner at the last known address shown on the records of the commissioner. If the name and address of an officer of the corporation are not shown on the records of the commissioner, the commissioner shall mail the item by first class mail to a member of the board of directors of the corporation at the last known address shown on the records of the commissioner. If the name and address of an officer or board member are not shown on the records of the commissioner, the commissioner is not required to mail the item again. If the item mailed to the president, other officer, or board member is returned to the commissioner, the commissioner is not required to mail the item again. If the address shown on the records of the commissioner for a mailing after the initial certified mailing is not different from the address for the previous mailing, the commissioner is not required to mail the item to the same address, but shall mail the item to the next required addressee whose address is different from the address for the returned mailing, and, if none of the mailings required after a returned mailing has an address that is different from the address for the returned mailing, the commissioner is not required to mail the item again. In this subsection, "item" means the notice required by (b) of this section or the certificate of involuntary dissolution under (d) of this section.

Authorities

6.05.466;10.06.140;10.06.960;10.20.335;10.25.330;10.40.150

Notes

Recent Bills that will modify this

HB 49 BENEFIT CORPORATIONS
HB 122 CORPORATION/LLC/PARTNERSHIP REPORTS

Implemented As

3 AAC 16.120

References

AS 6.05.466 .466">Sec. 06.05.466. Dissolution before commencement of business.
AS 10.06.140 Fee for and duration of registered name.
AS 10.06.960 Corporations organized under Alaska Native Claims Settlement Act.
AS 10.20.335 Notice to corporation.
AS 10.25.330 Effect of filing certificate of dissolution and affidavit; corporate existence; involuntary dissolution.
AS 10.40.150 Involuntary dissolution.

History

(Sec. 1 ch 166 SLA 1988; am Sec. 50 ch 82 SLA 1989; am Sec. 1 - 3 ch 45 SLA 1999; am Sec. 8 ch 50 SLA 1999; am Sec. 25 ch 163 SLA 2004)