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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 6. Alaska Corporations Code
- Section 628. Involuntary Dissolution By Verified Complaint; Filing; Intervention By Shareholder or Creditor.
previous: Section 625
. Effect of Certificate of Dissolution.
next: Section 630
. Avoiding Dissolution By Verified Complaint; Purchase of Plaintiff's Shares; Determination of Fair Value; Stay; Appraisal; Award; Appeal.
AS 10.06.628. Involuntary Dissolution By Verified Complaint; Filing; Intervention By Shareholder or Creditor.
- (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:
- (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 AS 10.06.425(a).
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