Sec. 10.20.216. Merger.
Two or more domestic nonprofit corporations may merge into one of the two or more corporations under a plan of merger approved in the manner provided in this chapter.
Sec. 10.20.221. Procedure for merger.
The board of directors of each corporation shall, by resolution, approve a plan of merger setting out (1) the names of the corporations proposing to merge and the name of the corporation into which they propose to merge, which is hereafter referred to as the surviving corporation; (2) the terms and conditions of the proposed […]
Sec. 10.20.226. Consolidation.
Two or more domestic corporations may consolidate into a new corporation under a plan of consolidation approved in the manner provided in this chapter.
Sec. 10.20.231. Procedure for consolidation.
The board of directors of each corporation shall, by a resolution, approve a plan of consolidation setting out (1) the names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereafter referred to as the new corporation; (2) the terms and conditions of […]
Sec. 10.20.236. Adoption of plan of merger or consolidation.
(a) A plan of merger or consolidation shall be adopted in the manner set out in this section. (b) If the members of a merging or consolidating corporation are entitled to vote, the board of directors of the corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a […]
Sec. 10.20.241. Abandonment of plan of merger or consolidation.
After approval by a vote of the members, or in the case of a corporation with no members or no members entitled to vote, after approval by its board of directors, of each corporation, and before the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned under provisions, if […]
Sec. 10.20.246. Execution of articles of merger or consolidation.
Upon approval of the plan of merger or consolidation, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or a vice-president and its secretary or an assistant secretary.
Sec. 10.20.251. Contents of articles of merger or consolidation.
The articles of merger or consolidation must set out (1) the plan of merger or the plan of consolidation; (2) if the members of any merging or consolidating corporation are entitled to vote, as to each such corporation (A) a statement setting out the date of the meeting of members at which the plan was […]
Sec. 10.20.256. Filing of articles of merger or consolidation with commissioner.
(a) Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the commissioner. Upon finding that the articles conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each duplicate original the word “filed,” and the date of the filing; (2) […]
Sec. 10.20.261. Effective date and effect of merger or consolidation.
(a) Upon the issuance of the certificate of merger or the certificate of consolidation, the merger or consolidation becomes effective. (b) Merger or consolidation has the following effect: (1) the merging or consolidating corporations are a single corporation, which, in the case of a merger, is the corporation designated in the plan of merger as […]
Sec. 10.20.266. Merger or consolidation of domestic and foreign corporations.
One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the manner provided in AS 10.20.271 and 10.20.275 if the merger or consolidation is permitted by the laws of the state under which each foreign corporation is organized.
Sec. 10.20.271. Law applicable when domestic and foreign corporations merge or consolidate.
(a) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized. (b) If the surviving or new corporation is to be governed by […]
Sec. 10.20.275. Effect of merger or consolidation of foreign and domestic corporations.
If the surviving or new corporation is to be governed by the law of this state, the effect of the merger or consolidation is the same as the merger or consolidation of domestic corporations. If the surviving or new corporation is to be governed by the laws of another state, the effect of the merger […]
Sec. 10.20.280. Sale, lease, exchange, mortgage, or other disposition of assets.
(a) A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for […]
Sec. 10.20.285. Other transactions.
Under AS 10.55 (Alaska Entity Transactions Act), a corporation may enter into mergers, interest exchanges, conversions, and domestications that are not covered by AS 10.20.216 – 10.20.280.