Corporate Director and Shareholder Liability for Unlawful Distributions in Alaska

At a glance

Requirements one by one

Director conduct and two recovery measures

Alaska Stat. § 10.06.480(a)(1) reaches directors who vote for or assent to an ordinary payment violating §§ 10.06.358, .360, .363, .365, or the articles, unless they met the § 10.06.450(b) director-duty standard. The rule in § 10.06.360 addresses maturing liabilities, while § 10.06.363 and § 10.06.365 address superior liquidation and cumulative-dividend preferences. The directors are jointly and severally liable to the corporation for the excess above a lawful payment. Subsection (a)(2) separately measures a liquidation distribution made before known obligations were paid or adequately provided for by distributed asset value to the extent those obligations remain unpaid.

Knowing recipients and who can sue

Under § 10.06.378(a), an ordinary recipient who knew facts indicating impropriety owes the amount received, with interest at the legal judgment rate, capped by nonconsenting creditor liabilities and shareholder injury. Section 10.06.378(b) lets a pre-distribution nonconsenting creditor or nonconsenting preferred holder sue recipients in the corporation's name for the specified financial or priority violations. During winding up, § 10.06.675(a)-(b) permits recovery of an improper recipient payment by the corporation and a corporate-name suit by a creditor, without a stated recipient-knowledge condition in that separate clause.

Contribution and dissent

Section 10.06.480(b)-(c) gives a director facing a distribution claim proportional contribution from knowing recipient shareholders and contribution from other voting or assenting directors. Under § 10.06.450(e), a present director is presumed to assent unless dissent is entered in the minutes, filed with the meeting secretary before adjournment, or sent by certified mail to the corporate secretary immediately afterward; a favorable vote cannot be disclaimed. Section 10.06.675(c) separately gives a shareholder who returns an improper winding-up payment ratable contribution from other liable distributees.

What trips people up

Alaska Stat. § 10.06.383 excludes the ordinary distribution restrictions from a proceeding for winding up and dissolution; § 10.06.480(a)(2) and § 10.06.675 provide separate liquidation routes. The ordinary director claim uses an excess-payment measure, while the ordinary knowing-recipient claim under § 10.06.378(a) begins with amount received but is capped by creditor liabilities and shareholder injury. These sections state no claim-specific filing period.

Common questions

Is any recipient required to repay an ordinary prohibited distribution?

Section 10.06.378(a) requires knowledge of facts indicating the distribution's impropriety; ordinary receipt alone does not satisfy that clause.

Can a creditor sue a recipient without first obtaining a judgment?

Yes, where § 10.06.378(b)(1) applies: a nonconsenting creditor whose claim arose before the distribution may sue in the corporation's name whether or not the claim has been reduced to judgment.

Statutes and sources

• Alaska Stat. §§ 10.06.358 to .383, .450, .480, .675, accessed September 27, 2026: current official corporation-code print range containing the quoted prohibition, director, recipient, and winding-up provisions.