Corporate Sale of Substantially All Assets Approval Requirements in Alaska

At a glance

Requirements one by one

The statute uses an all-or-substantially-all qualitative trigger

Alaska Stat. § 10.06.568(a) covers a sale, lease, exchange, or other disposition of all or substantially all property and assets, with or without goodwill, outside the usual and regular course. It states no significant-continuing- activity formula, asset/income/revenue safe harbor, consolidated-subsidiary test, subsidiary-transfer exception, or investment-holding rule.

The board recommends and every record holder receives notice

The board approves a resolution recommending the disposition and submits it at a regular or special shareholder meeting. Alaska Stat. § 10.06.568(b) states no conflict-based nonrecommendation or conditioning procedure.

Every record holder receives at least 20 days' notice whether or not the shares carry voting rights. The notice states the disposition purpose and includes the dissent provisions, but the section does not prescribe an attached transaction description, terms, conditions, or consideration.

Approval ordinarily requires two-thirds of outstanding shares

Alaska Stat. § 10.06.570(a) requires at least two-thirds of all outstanding shares and at least two-thirds of every class entitled to vote separately. Shareholders may fix, or authorize the board to fix, terms, conditions, and consideration.

If the buyer controls or is under common control with the seller, subsection (b) raises the vote to at least 90% of seller shares. The higher rule does not apply to the stated sale to a domestic or foreign corporation for nonredeemable common shares of the purchaser or its parent. Alaska Stat. § 10.06.424(e) bars a shareholder agreement from altering or waiving § 10.06.570.

Alaska Stat. § 10.06.423 permits written action only through identical consents from all outstanding shares entitled to vote, and the articles or bylaws may prohibit that route.

Ordinary course and dissolution are the express alternate routes

An ordinary-course disposition is outside § 10.06.568. The surveyed approval sections state no mortgage, pledge, security-interest, wholly owned subsidiary, pro rata distribution, or investment-holding exception.

During dissolution, Alaska Stat. § 10.06.660(7) lets the board sell, exchange, convey, or otherwise dispose of assets for cash with or without following §§ 10.06.568-.570 and without dissent rights, on the terms stated there.

The board may abandon after shareholder approval

Sections 10.06.568-.570 prescribe no statutory agreement, signature, public filing, amendment, or closing procedure. Alaska Stat. § 10.06.572 expressly allows the board, in its discretion, to abandon the disposition after approval by the shares without further shareholder action or approval. That authority is subject to third-party rights under contracts relating to the disposition.

Dissent uses fewer transaction verbs than approval

Alaska Stat. § 10.06.574 grants dissent for a non-usual-course sale or exchange of all or substantially all property and assets, including a sale in dissolution. It excludes a court-ordered sale, a cash sale requiring pro rata distribution of all or substantially all net proceeds within one year, and national-exchange-listed shares unless the articles restore rights. The paragraph does not name a lease or every other-disposition verb in § 10.06.568.

What trips people up

• A controlled buyer changes the vote. The ordinary two-thirds threshold rises to 90% unless the specific nonredeemable-common-share exception applies.
• Approval and dissent use different verbs. The approval section includes leases and other dispositions; the dissent trigger names sale or exchange.
• Dissolution can bypass both ordinary approval and dissent. Section 10.06.660(7) supplies that route for cash dispositions during winding up.

Common questions

Must nonvoting holders receive the meeting notice?

Yes. Section 10.06.568(b) expressly sends notice and the dissent provisions to every record holder, regardless of voting rights under the articles.

Can shareholders leave final terms to the board?

Yes. Section 10.06.570(a) lets holders fix the terms, conditions, and consideration or authorize the board to fix them.

Does the asset-disposition statute require a state filing?

No filing step appears in §§ 10.06.568-.570. Other transaction, property, regulatory, or dissolution law may independently require one.

Statutes and sources

• Alaska Stat. §§ 10.06.568-.570 — transaction scope, board recommendation, all-holder notice, ordinary and controlled-buyer votes, and terms. Official current corporation-code print range, accessed September 5, 2026.
• Alaska Stat. §§ 10.06.423-.424 — unanimous written action and shareholder-agreement nonwaiver. Official current corporation-code print range, accessed September 5, 2026.
• Alaska Stat. §§ 10.06.574 and 10.06.660 — dissent eligibility and the dissolution disposition route. Official current corporation-code print range, accessed September 5, 2026.