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Home » US Law » 2022 Alaska Statutes » Title 10. Corporations and Associations » Chapter 45. Professional Corporation Act

Sec. 10.45.010. Incorporation.

(a) One or more persons each of whom is licensed to render a professional service in this state may incorporate a professional corporation by filing articles of incorporation with the Department of Commerce, Community, and Economic Development. The articles shall meet the requirements of AS 10.06 (Alaska Corporations Code) and, in addition, must include (1) […]

Sec. 10.45.030. Who may render professional service.

A professional corporation incorporated under this chapter may not render professional services except through the persons who are licensed within the state to render the same type of professional services as the corporation and who are its shareholders, directors, officers, employees, or agents.

Sec. 10.45.050. Issuance of shares.

A professional corporation may issue shares of its capital stock to persons licensed by a regulatory board of the state to render the professional service specified in the articles of incorporation, or to a revocable or joint revocable trust if a settlor of the trust is a person licensed by a regulatory board of the […]

Sec. 10.45.070. Management by directors; authority of officers and shareholders.

(a) The management of a professional corporation shall be vested in the board of directors which shall have the continuing exclusive authority to make the management decisions necessary to the conduct of the profession for which the professional corporation is formed. The officers of the corporation, who shall be elected by the board of directors, […]

Sec. 10.45.080. Transfer of shares.

A shareholder of a professional corporation may sell or transfer shares in the professional corporation only to another individual licensed to render the same professional service as that for which the professional corporation was formed. The articles of incorporation may provide specifically for restraints on the alienation of shares and may require the purchase, redemption, […]

Sec. 10.45.090. Voting by proxy.

A proxy may be given to a licensed shareholder of the same corporation to vote the shares of the professional corporation. No other person may be given a proxy.

Sec. 10.45.120. Corporate name.

(a) The corporate name of a professional corporation shall contain the last name of one or more of its shareholders, unless the regulations of a particular regulating board or the ethics of a profession permit the use of a corporate name which does not include the surname of any present or former shareholder. The corporate […]

Sec. 10.45.130. Change or alteration of corporate name.

When a person whose name is part of a corporate name ceases to be a shareholder, the corporation shall alter its name to reflect this change; however, a professional corporation may retain the name of a retired or deceased shareholder in its corporate name if the regulations of a particular regulating board or the ethics […]

Sec. 10.45.133. Continuity of life.

Unless the articles of incorporation expressly provide otherwise, a professional corporation shall continue as a separate entity independent of its shareholders for all purposes and for the period of time provided in the articles or until dissolved by a vote of two-thirds of the shareholders. A professional corporation shall continue notwithstanding the death, insanity, incompetency, […]

Sec. 10.45.140. Professional relationship and liabilities.

(a) The provisions of this chapter do not modify the law applicable to the relationship between a person furnishing professional service and a person receiving the service, including liability arising out of the professional service, and including any confidential relationship between the person rendering the professional service and the person receiving the service. (b) Except […]

Sec. 10.45.200. Legal disqualification of corporate personnel.

If a shareholder, director, officer, employee, or agent of a professional corporation is legally disqualified to render professional service in this state, or is elected or appointed to a public office which under law restricts or limits the rendering of professional services, that person shall sever all employment and financial interest in the professional corporation […]

Sec. 10.45.210. Disposal of shares of legally disqualified shareholder.

A professional corporation may provide in its articles of incorporation that the shares of a legally disqualified shareholder may be sold only to other shareholders or licensed persons of the same profession, or it may provide for the purchase, redemption, or retirement of the shares by the corporation out of capital as well as surplus […]