Alaska Corporate Dissolution Law

According to Sec. 10.06.605 of the Alaska Code, voluntary dissolution of a corporation can be done by vote or written consent of shares or by approval of the board.  A Corporation may elect by approval of the board to wind up and dissolve if the corporation has been adjudicated bankrupt, disposed of all of its assets and has issued no shares.  If a voluntary proceeding for winding up has commenced, the board shall continue to act as a board.  It has powers to wind up and settle its affairs, both before and after the filing of the certificate of dissolution.  The board shall give written notice of the commencement of the proceeding for voluntary winding up by mail to all shareholders and all known creditors and claimants.  However, it is unnecessary to give notice to shareholders who voted in favor of winding up and dissolving the corporation.  The existence of the corporation ceases upon the issuance of a certificate of dissolution, except for the purpose of proceedings.

According to Sec. 10.06.628, a verified complaint for involuntary dissolution of a corporation may be filed in the superior court by one-half or more of the directors in office, or shareholders who hold shares representing not less than 331/3 percent of the total number of outstanding shares, or a shareholder if the ground for dissolution is that the period for which the corporation was formed has terminated without extension, or another person expressly authorized to do so in the articles.

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 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. Two or more factions of shareholders in the Corporation are so deadlocked that its business can no longer be conducted, or the shareholders have failed at two consecutive annual meetings to elect successors to directors whose terms have expired;
4. The Directors of the Corporation have been guilty of 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. The period for which the corporation was formed has terminated without extension.

According to Sec. 10.06.648, if an involuntary proceeding for winding up has commenced, the board shall conduct the winding up of the affairs of the corporation, subject to the supervision of the court.  The directors or other persons may exercise all their powers through the executive officers of the corporation without an order of the court, subject to any restrictions imposed by the court.  A corporation may be dissolved involuntarily by the commissioner if the corporation is delinquent six months in filing its biennial report or in paying its biennial corporation tax or a penalty; or the corporation has failed for 30 days to appoint and maintain a registered agent in the state; or 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; or the corporation has failed for two years to complete dissolution under a certificate of election to dissolve; or a vacancy on the board of the corporation is not filled within six months or the next annual meeting, whichever occurs first; or a misrepresentation of material facts has been made in the application, report, affidavit, or other document submitted; or the corporation is 90 days delinquent in filing notice of change of an officer, director, alien affiliate, or five percent shareholder.

If a corporation has given cause for involuntary dissolution and has failed to correct the neglect, omission, delinquency, or noncompliance, 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.  A corporation dissolved 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 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.

The board shall distribute all the remaining corporate assets among the shareholders according to their respective rights and preferences or, if there are no shareholders, to the persons entitled to the assets after determining that all of the known debts and liabilities of a corporation in the process of winding up have been paid.  Sec. 10.06.678 states that a Corporation that is dissolved voluntarily or involuntarily continues to exist for the purpose of winding up its affairs.
Upon dissolution of the corporation, assets inadvertently or otherwise omitted from the winding up continue as assets of the dissolved corporation for the benefit of persons entitled to the assets.


Inside Alaska Corporate Dissolution Law