Alaska Statutes Relating to Corporate Matters and Native Corporations § 10.06.433 | § 10.06.960 | § 10.06.961 | § 10.20.007


§ 10.06.433. Annual Report to Shareholders: Content; Financial Statement on Request

          (a) The board shall send an annual report to the shareholders not later than 180 days after the close of the fiscal year or the date on which notice of the annual meeting in the next fiscal year is sent under AS 10.06.410, whichever is first. A corporation with less than 100 holders of record of its shares, as determined under AS 10.06.408, is exempt from this annual requirement unless its articles or bylaws impose the requirement. The annual report must contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by a report on the fiscal year by independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

          (b) In addition to the financial statement required by (a) of this section, unless a corporation has a nonexempt class of securities registered under Section 12 of the Securities Exchange Act of 1934 or files reports under Sections 7(c), 8(c), and 28 of the Alaska Native Claims Settlement Act, the annual report of a corporation having 100 or more holders of record of its shares must also briefly describe

                    (1) all transactions, excluding compensation of officers and directors, during the previous fiscal year involving an amount in excess of $40,000, other than contracts let at competitive bid or services rendered at prices regulated by law, to which the corporation or its parent or subsidiary was a party, and in which a director or officer of the corporation or of a subsidiary or, if known to the corporation, its parent, or subsidiary, a holder of more than 10 percent of the outstanding voting shares of the corporation had a direct or indirect material interest; the report shall include the name of the person, the person’s relationship to the corporation, the nature of the person’s interest in the transaction and, if practicable, the amount of the interest; in the case of a transaction with a partnership of which the person is a partner, only the interest of the partnership need be stated; a report is not required in the case of transactions approved by the shareholders under AS 10.06.478;

                    (2) the amount and circumstances of indemnifications or advances aggregating more than $10,000 paid during the fiscal year to an officer or director of the corporation under AS 10.06.490; a report is not required in the case of indemnification approved by the shareholders under AS 10.06.490(d)(3).

          (c) A shareholder or shareholders holding at least five percent of the outstanding shares of a class of a corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month, or nine-month period of the current fiscal year ended more than 30 days before the date of the request and a balance sheet of the corporation as of the end of the period and, in addition, if an annual report for the last fiscal year has not been sent to shareholders, the statements required by (a) of this section for the last fiscal year. The statement shall be delivered or mailed to the person making the request within 30 days of the request. A copy of the statements shall be kept on file in the principal office of the corporation for 12 months and they shall be exhibited at all reasonable times to a shareholder demanding an examination of the statements or a copy of the statements shall be mailed to that shareholder.

          (d) A corporation shall, upon the written request of a shareholder, mail to the shareholder a copy of the last annual, semiannual or quarterly income statement that it has prepared and a balance sheet as of the end of the period.

          (e) The quarterly income statements and balance sheets referred to in this section shall be accompanied by any report on those statements by independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

          (f) A corporation that neglects, fails, or refuses to prepare or submit the financial statements required by this section is subject to a penalty of $25 for each day that the failure or refusal continues, beginning 30 days after receipt of written request that the duty be performed from one entitled to make the request, up to a maximum of $1,500. The penalty shall be paid to the shareholder or shareholders jointly making the request for performance of the duty or duties imposed by this section. In addition to this penalty, the court may enforce the duty of making and mailing or delivering the information and financial statements required by this section and, for good cause shown, may extend the time limits under this section.

          (g) This section applies to a domestic corporation and a foreign corporation having its principal executive office in this state or customarily holding meetings of its board in this state.


§ 10.06.960. Corporations Organized under Alaska Native Claims Settlement Act

          (a) A corporation organized under 43 U.S.C. 1601 – 1629e as amended (Alaska Native Claims Settlement Act) shall be incorporated under and is subject to this chapter except

                    (1) each corporation shall issue without further consideration the number of shares of common stock that may be necessary to comply with the requirements of the act and all stock so issued is considered fully paid and nonassessable when issued;

                    (2) unless otherwise provided in the articles of incorporation, the capital

                              (A) is considered the consideration for the initial issuance of shares; and

                              (B) of a corporation organized under the act includes the

                                        (i) land or interests in it conveyed to the corporation by the United States under the act, except that which is required to be conveyed under 43 U.S.C. 1613(c)(1), (3), and (4), entered at its fair value to the corporation upon receiving the conveyance of it; and

                                        (ii) money, when received under 43 U.S.C. 1605 and 43 U.S.C. 1608, that is retained by the corporation and that is not immediately distributed or required to be distributed under 43 U.S.C. 1606(j).

          (b) Notwithstanding the provision of AS 10.06.305 – 10.06.390, payment from the money of a corporation organized under the act that is required by the language of the act to be distributed to shareholders or to other corporations so organized is not a distribution to its shareholders as defined in AS 10.06.990.

          (c) Notwithstanding the provisions of AS 10.06.546, a plan of merger, consolidation, or exchange in which each participating corporation either (1) was organized under the act, within the same one of the 12 regions of Alaska established under the act, or (2) resulted from the prior merger, consolidation, or exchange of other similarly organized corporations within the same region, is approved if it receives the affirmative vote of the holders of at least a majority of the outstanding shares of each corporation. If a class of shares of a corporation specified in this subsection is entitled to vote as a class, the plan of merger, consolidation, or exchange is approved if it receives the affirmative vote of the holders of at least a majority of the outstanding shares of each class of shares entitled to vote as a class and of the total outstanding shares. Notwithstanding AS 10.06.574 – 10.06.582, a plan of merger, consolidation, or exchange approved under this section before December 19, 1991, may not include a right of shareholders to dissent.

          (d) Repealed.

          (e) Notwithstanding the provision of AS 10.06.502 – 10.06.510, a corporation organized under the act may amend its articles by a vote of the board of directors in order for the corporation to comply with the mandatory requirements of the act.

          (f) Notwithstanding the other provisions of this chapter, a corporation organized under the act is governed by the act to the extent the act is inconsistent with this chapter, and the corporation may take any action, including amendment of its articles, authorized by the act, and the action is considered to be approved and adopted if approved under the act. An amendment approved under the act and delivered to the commissioner under AS 10.06.512 shall be filed by the commissioner under AS 10.06.910, and a certificate of amendment shall be issued.

          (g) Notwithstanding AS 10.06.358, if there are no retained earnings, the directors of a corporation organized under the act may declare and pay distributions in cash or property out of its net profits for the fiscal year in which the distribution is declared and for the preceding fiscal year, except when the corporation is insolvent under AS 10.06.360. For the purposes of this subsection, a corporation’s debts include the amounts it is required to distribute under 43 U.S.C. 1606(i) and 43 U.S.C. 1606(j). The directors may determine the net profits derived from the exploitation or liquidation of wasting assets without consideration of the depletion of those assets resulting from lapse of time, consumption, liquidation, or exploitation, of the assets, and a distribution declared from those net profits shall be described, concurrently with distribution of the net profits to shareholders, as a distribution from wasting assets without consideration of the depletion of the assets. In this subsection, “wasting assets” means timber resources and subsurface estates.

          (h) Notwithstanding AS 10.06.358, the directors of a corporation organized under the act may, from time to time, distribute to its shareholders in partial liquidation a portion of the corporation’s assets out of capital, in cash or property, except that a distribution

                    (1) may not be made at a time when the corporation is insolvent under AS 10.06.360;

                    (2) may not be made unless the articles of incorporation authorize the board to make the distribution or the distribution is authorized by the affirmative vote of the holders of at least two-thirds of the outstanding shares;

                    (3) when made, shall be identified as a distribution in partial liquidation and the amount per share shall be disclosed to the shareholders concurrently with the distribution.

          (i) Notwithstanding AS 10.06.633(e), a corporation that is organized as a Native corporation under the act, that has been involuntarily dissolved by the commissioner under AS 10.06.633, and that has failed to apply for reinstatement during the period established under AS 10.06.633(e), may be reinstated under AS 10.06.633(e) within one year of June 29, 1994. The reinstated corporation and its shareholders have all of the rights, privileges, liabilities, and obligations that would have applied to them if the corporation had not been dissolved, and all corporate and shareholder actions taken during the period of dissolution are considered to be as valid as if dissolution had not occurred.

          (j) If a corporation is formed before June 29, 1994 to replace a Native corporation that has been involuntarily dissolved under AS 10.06.633, and if the replacing corporation has the same name as the dissolved corporation, the replacing corporation and its shareholders succeed, upon payment of any amounts that would have been required for the reinstatement of the dissolved corporation under AS 10.06.633(e), to all of the rights, privileges, liabilities, and obligations that would have applied to the dissolved corporation and its shareholders if the dissolved corporation had been reinstated under AS 10.06.633(e).

          (k) Notwithstanding (i) of this section and AS 10.06.633(e), a corporation that is organized as a Native village corporation under the act, that has been involuntarily dissolved by the commissioner under AS 10.06.633, and that has failed to apply for reinstatement during the period established under AS 10.06.633(e) may be reinstated under AS 10.06.633(e) within one year after August 7, 1996. The reinstated corporation and its shareholders have all of the rights, privileges, liabilities, and obligations that would have applied to them if the corporation had not been dissolved, and all corporate and shareholder actions taken during the period of dissolution are considered to be as valid as if dissolution had not occurred.

          (1) Relettered subsec. (d) of § 10.06.504 in 1997.

          (m) Relettered subsec. (e) of § 10.06.504 in 1997.

          (n) Notwithstanding AS 10.06.504(d), an amendment to the articles of incorporation of a corporation organized under 43 U.S.C. 1601- 1628 (Alaska Native Claims Settlement Act) and incorporated under former AS 10.05.005 to add a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages under AS 10.06.210(1)(n) may be adopted by the affirmative vote of a majority of the shares represented at the regular or special meeting at which a quorum is present in person or by proxy.

          (o) Notwithstanding AS 10.06.455(b) and AS 10.06.504(d), an amendment to the articles of incorporation of a village corporation organized under 43 U.S.C. 1601- 1629e (Alaska Native Claims Settlement Act) and incorporated under former AS 10.05.005 to add a provision authorizing the classification of directors under AS 10.06.455 may be adopted by the affirmative vote of a majority of the shares represented at a regular or special meeting at which a quorum is present in person or by proxy.


§ 10.06.961. Distributions by Native Corporations to Minors in the Custody of a State

          (a) Notwithstanding AS 13.46.085 or the appointment of a guardian of the property of the minor under AS 47.10.010(c), when a minor who is in the custody of this state under AS 47.10 or AS 47.12 or of another state under a provision similar to AS 47.10 or AS 47.12 becomes entitled to receive dividends or other distributions resulting from the ownership of stock or a membership in a corporation organized under this chapter and under 43 U.S.C. 1601- 1641 (Alaska Native Claims Settlement Act), the corporation paying the dividends or making the other distributions shall retain the dividends and other distributions in an interest bearing account for the benefit of the minor during the state custody.

          (b) The corporation may not spend, obligate, or otherwise use the property held in an account established under (a) of this section unless the use is approved by a court.

          (c) Upon presentation of proof of entitlement by the person entitled to distribution, the corporation shall distribute the property remaining in an account established under (a) of this section to the

                    (1) minor when the minor reaches the age of 18 years, whether or not the minor is still in the state custody;

                    (2) legal guardian of the minor, when the state custody terminates while the minor is less than 18 years of age;

                    (3) minor’s heirs if the minor dies before the distribution.

          (d) The retention and distribution of dividends and distributions under this section is not subject to AS 13.46.

          (e) In this section, “minor” means a person under 18 years of age.


§ 10.20.007. Corporations Organized under Alaska Native Claims Settlement Act

          A village corporation organized under 43 U.S.C. 1601 – 1628 (Alaska Native Claims Settlement Act) may be incorporated under and subject to this chapter except the name of the corporation may not contain the word “village” or otherwise imply that the corporation is a municipal corporation; however, the name of a village may be used in the corporate name.