One or more foreign corporations and one or more domestic corporations may be merged or consolidated, or participate in an exchange, if the merger, consolidation, or exchange is permitted by the laws of the state under which each foreign corporation is organized and

(1) each domestic corporation complies with the provisions of this chapter with respect to the merger, consolidation, or exchange of domestic corporations and each foreign corporation complies with the applicable provisions of the laws of the state under which it is organized; and

Terms Used In Alaska Statutes 10.06.562

  • commissioner: means the commissioner of commerce, community, and economic development or a designee of the commissioner. See Alaska Statutes 10.06.990
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • domestic corporation: means a corporation for profit subject to the provisions of this chapter, but does not include a foreign corporation or a national bank. See Alaska Statutes 10.06.990
  • foreign corporation: means a corporation for profit organized under laws other than the laws of Alaska for a purpose for which a corporation may be organized under this chapter. See Alaska Statutes 10.06.990
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Service of process: The service of writs or summonses to the appropriate party.
  • shareholder: means a holder of record of a share in a corporation. See Alaska Statutes 10.06.990
  • state: means any of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Northern Mariana Islands, Guam, the Virgin Islands, American Samoa, the Trust Territory of the Pacific Islands, or any other territory or possession of the United States. See Alaska Statutes 10.06.990
(2) if the surviving or new corporation is to be governed by the laws of another state, it complies with the provisions of this chapter concerning foreign corporations if it is to transact business in this state and it files with the commissioner an

(A) agreement that the surviving or new foreign corporation may be served with process in this state in a proceeding for the enforcement of an obligation of a domestic corporation that is a party to the merger or consolidation and in a proceeding for the enforcement of the rights of a dissenting shareholder of a domestic corporation against the surviving or new corporation;
(B) irrevocable appointment of the commissioner as the agent of the surviving or new corporation to accept service of process in a proceeding described in (A) of this paragraph; and
(C) agreement that it will promptly pay to the dissenting shareholders of a domestic corporation the amount to which they are entitled under provisions of this chapter with respect to the rights of dissenting shareholders.
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