Nonprofit Corporation Voluntary Dissolution Filing Requirements in Alaska

At a glance

Requirements one by one

Approval and notice

Section 10.20.290(a)–(c) places voluntary dissolution on the board/member resolution route. Section 10.20.106 uses the board size fixed in the bylaws, or otherwise the articles, to calculate its majority quorum; documents can increase quorum and vote requirements. The memberless or nonvoting route requires a majority of directors in office.

Sections 10.20.071 and 10.20.076 supply member and class rights, quorum and greater-vote rules. Dissolution’s two-thirds threshold counts represented vote entitlement. Sections 10.20.310 and 10.20.695 recognize unanimous written consent; all directors can also act by written consent.

Section 10.20.066 ordinarily gives members ten through fifty days’ notice unless the articles or bylaws provide otherwise. Section 10.20.290 requires the dissolution purpose in meeting notice. Section 10.20.116 leaves regular and special board notice to the bylaws and recognizes attendance waiver subject to an objection exception.

Plan and filings

Section 10.20.300 requires a distribution plan when the chapter makes one necessary for a transfer. It separately requires board recommendation and a two-thirds represented-member vote with plan or summary notice, or a majority of directors in office when members cannot vote. The plan is immediately filed and states member and director votes for and against. Section 10.20.290(d) also requires immediate mailed notice to known creditors.

Section 10.20.290(e) requires immediate filing of the resolution copy, executed by the president or vice-president and secretary or assistant secretary, reporting votes for and against. Section 10.20.310 requires completed asset transfers and paid or provided debts before duplicate final articles. Those articles record authorization, the plan or its absence, debt and asset treatment, and pending-suit provision; the same paired officer titles execute them. Section 10.20.315 delivers duplicate originals and returns one with the certificate.

Section 10.20.635 authorizes regulation-set fees; 3 AAC § 16.050(e) sets $10 for the resolution and $15 for articles. Section 10.20.320 ends ordinary existence on certificate issuance while preserving the chapter’s protective proceedings and action.

Reversal and continuing powers

Section 10.20.305 permits reversal before the certificate issues. It uses the board/member approval structure, purpose notice and two-thirds represented-member vote or majority of directors in office. Adoption permits affairs to resume; the resolution copy is immediately filed with vote counts.

Section 10.20.450 preserves preexisting rights, claims and liabilities where proceedings start within two years and permits corporate-name litigation and protective action. Section 10.20.452 separately continues the board’s specified property transfer/release powers for five years and its property-title litigation role for pre-dissolution matters; ordinary limitations still apply.

What trips people up

Section 10.20.290(f) requires concluding affairs and receiving the certificate within two years of the filed resolution, or the commissioner involuntarily dissolves the corporation. Filing the resolution therefore starts a separate completion clock.

Section 10.20.295 distinguishes conditional assets that must be returned or transferred as required from restricted charitable and similar assets that go to organizations with substantially similar activities under a statutory plan.

Common questions

Can a proxy remain valid longer than eleven months? Section 10.20.071(b) permits the proxy to provide otherwise.

Does unanimous consent count like a meeting vote? Section 10.20.695 gives unanimous written consent the same effect and allows it to be described that way in filed documents.

Statutes and sources

Alaska Stat. § 10.20.066

Unless otherwise provided in the articles of incorporation or bylaws, written notice stating the manner, place, if the meeting is to be held at a designated place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be considered to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the corporation, with postage prepaid.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.071

(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on each matter submitted to a vote of members. (b) A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by remote communication, by proxy executed in writing by the member or by the attorney-in-fact for the member, or by proxy executed by electronic transmission by the member or by the authorized attorney-in-fact of the member. A proxy is not valid after 11 months from the date of its execution, unless otherwise provided in the proxy. If directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail. (c) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate the member's vote and to give one candidate a number of votes equal to the member's vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of the candidates. (d) If a corporation has no members or its members have no right to vote, the directors shall have sole voting power. (e) The articles of incorporation or the bylaws may provide the number or percentage of members entitled to vote represented in person, by remote communication, or by proxy, or the number or percentage of votes represented in person, by remote communication, or by proxy, which constitute a quorum at a meeting of members. In the absence of any such provision, members holding one- tenth of the votes entitled to be cast on the matter to be voted on represented in person, by remote communication, or by proxy constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted on by the members present or represented by proxy at a meeting at which the quorum is present is necessary for adoption unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws. (f) A proxy executed by electronic transmission must (1) be directed to the person who will be the holder of the proxy or to a proxy solicitation person, including a proxy support service organization or similar agent that is authorized by the person who will be the holder of the proxy to receive the transmission; and (2) include information that demonstrates that the stockholder authorized the transmission. (g) In this section, “electronic transmission” has the meaning given in AS 10.06.990.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.076

Unless otherwise provided in the articles of incorporation or the bylaws, members holding one-tenth of the votes entitled to be cast, represented in person, by remote communication, or by proxy, constitute a quorum at a meeting of members. However, in no event may a quorum consist of less than one-tenth of the votes entitled to vote at a meeting. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the subject matter is the act of the members, unless the vote of a greater number is required by this chapter or the articles of incorporation or the bylaws.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.106

A majority of the number of directors fixed by the bylaws, or, in the absence of a bylaw fixing the number of directors, the number stated in the articles of incorporation, constitutes a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. The act of the majority of the directors present at a meeting at which a quorum is present is the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.116

(a) Regular or special meetings of the board of directors may be held at a designated place, by remote communication, or at a designated place and by remote communication. The designated place may be inside or outside the state. (b) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors shall be held after the notice which shall be prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted or the purpose of a regular or special meeting of the board of directors need not be specified in the notice of the meeting unless required by the bylaws.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.290

(a) A corporation may dissolve and wind up its affairs in the manner set out in (b) and (c) of this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. (c) If there are no members, or no members entitled to vote, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office. (d) Upon the adoption of a resolution by the members, or by the board of directors if there are no members or no members entitled to vote, the corporation shall cease to conduct its affairs except as may be necessary to wind them up, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter. (e) Following the adoption of a resolution to dissolve, a copy of it executed by the corporation's president or vice-president and a secretary or assistant secretary shall be immediately filed with the commissioner. The resolution must state the number of members and the number of directors voting for and against it. (f) A corporation, which has filed a resolution of voluntary dissolution, which has not concluded its affairs and received a certificate of dissolution, within two years after the date of filing the resolution, shall be involuntarily dissolved by the commissioner.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.295

The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) all liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor; (2) assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with the requirements; (3) assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, under a plan of distribution adopted as provided in this chapter; (4) other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; (5) any remaining assets may be distributed to persons, societies, organizations or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.300

(a) A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing a transfer or conveyance of assets for which this chapter requires a plan of distribution, in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice setting out the proposed plan of distribution or a summary shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for giving notice of meetings of members. The plan of distribution shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. (c) If there are no members, or no members entitled to vote, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office. (d) A plan of distribution shall be immediately filed with the commissioner. The plan of distribution must state the number of members and the number of directors voting for and against it.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.305

(a) A corporation may, at any time before the issuance of a certificate of dissolution by the commissioner, revoke the action taken to dissolve the corporation, in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of revocation be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. (c) If there are no members, or no members entitled to vote, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. (d) Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote on it, the corporation may again conduct its affairs. (e) Upon the adoption of the resolution, a copy shall immediately be filed with the commissioner. The resolution must state the number of members and the number of directors voting for and against it.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.310

If voluntary dissolution proceedings have not been revoked, then, after all debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made for payment, and all of the remaining property and assets of the corporation transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation by its president or a vice-president and its secretary or an assistant secretary. The articles of dissolution must set out (1) the name of the corporation; (2) if there are members entitled to vote, (A) a statement setting out the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting, and that the resolution received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or (B) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote; (3) if there are no members, or no members entitled to vote, a statement of the fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office; (4) that all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made for the payment; (5) a copy of the plan of distribution, if any, as adopted by the corporation, or a statement that no plan was adopted; (6) that all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter; (7) that there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against it in a pending suit.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.315

(a) Duplicate originals of the articles of dissolution shall be delivered to the commissioner. Upon finding that the articles of dissolution conform to law, the commissioner shall, when all fees prescribed by this chapter have been paid: (1) endorse on each of the duplicate originals the word “filed,” and the date of the filing; (2) file one of the duplicate originals in the commissioner's office; (3) issue a certificate of dissolution and affix the other duplicate original to it. (b) The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed shall be returned to the representative of the dissolved corporation.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.320

Upon the issuance of the certificate of dissolution the existence of the corporation ceases, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.450

The dissolution of a corporation either by (1) the issuance of a certificate of dissolution by the commissioner, or (2) a decree of the court when the court has not liquidated the assets and business of the corporation as provided in this chapter, or (3) by expiration of its period of duration, does not take away or impair a remedy available to or against the corporation, its directors, officers, or members, for a right or claim existing, or a liability incurred, before dissolution if an action or other proceeding is commenced within two years after the date of dissolution. The action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers may take appropriate action to protect the remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, it may amend its articles of incorporation at any time during the two year period in order to extend its period of duration.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.452

If a dissolved corporation is the owner of real or personal property, or claims an interest in or lien upon real or personal property, the corporation through its board of directors continues to exist for five years after the date of dissolution for the purpose of conveying, transferring, or releasing the real or personal property or interest in or lien upon the property. In addition, a dissolved corporation through its board of directors continues to exist for the purpose of being made a party in an action or proceeding arising before dissolution and involving the title to real or personal property or an interest in it. The action or proceeding may be instituted and maintained in the same manner as before the dissolution of the corporation. This section does not affect or suspend a statute of limitations applicable to a claim. For the purpose of service of process, notice, or demand within the prescribed time following dissolution, the commissioner is an agent of the dissolved corporation upon whom service may be made in the manner prescribed in AS 10.06.175(b).

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.635

(a) The commissioner shall establish by regulation and charge and collect fees for filing (1) articles of incorporation and issuing a certificate of incorporation; (2) articles of amendment and issuing a certificate of amendment; (3) restated articles of incorporation and issuing a restated certificate of incorporation; (4) articles of merger or consolidation and issuing a certificate of merger or consolidation; (5) a statement of change of address of registered office or change of registered agent, or both; (6) articles of dissolution; (7) an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority; (8) an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state and issuing an amended certificate of authority; (9) a copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to conduct affairs in this state; (10) a copy of articles of merger of a foreign corporation holding a certificate of authority to conduct affairs in this state; (11) an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal; (12) any other statement or report, including a biennial report, of a domestic or foreign corporation. (b) The department may by regulation charge each corporation subject to this chapter a fixed fee in place of the various fees specified in this chapter and for routine administrative services rendered to the corporation by the department.

Official source (accessed 2026-09-30).

Alaska Stat. § 10.20.695

(a) Action required by this chapter to be taken at a meeting of the members or directors of a corporation, or action that may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter or all of the directors. (b) The consent has the same effect as a unanimous vote, and may be stated as such in articles or documents filed with the commissioner.

Official source (accessed 2026-09-30).

3 Alaska Admin. Code § 16.050(e)

(e) The nonrefundable fee for filing (1) a resolution to dissolve is $10; (2) articles of dissolution is $15; and (3) evidence of dissolution of a foreign corporation is $25.

Official source (accessed 2026-09-30).