(a) A loan may not be extended to an officer or employee without authorization by the board. A loan may not be extended to a director without the approval of two-thirds of the voting shares. An employee or officer who is also a director is considered a director for purposes of this section. A shareholder is not disqualified from voting on a loan to a shareholder as a director because of personal interest.

Terms Used In Alaska Statutes 10.06.485

  • affiliate: means a person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a corporation subject to this chapter. See Alaska Statutes 10.06.990
  • board: means the board of directors of a domestic or foreign corporation. 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.
  • director: means a natural person designated in the articles of incorporation or elected by the incorporators as a director and includes a natural person and successor of that person designated, elected, or appointed by any other name or title to act as a director. See Alaska Statutes 10.06.990
  • Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. Source: OCC
  • paid-in capital: means the consideration actually received by a corporation for issuance of its shares, plus any additional amount capitalized by its board under Alaska Stat. See Alaska Statutes 10.06.990
  • person: means an individual, a corporation, a partnership, an association, a joint-stock company, an estate, a trust if the interests of the beneficiaries are evidenced by a security, an unincorporated association, a government, a political subdivision of a government, or a combination of these entities. See Alaska Statutes 10.06.990
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • retained earnings: means the account of the corporation representing undistributed and uncapitalized net profits, income, gains, and losses from the date of incorporation. See Alaska Statutes 10.06.990
  • shareholder: means a holder of record of a share in a corporation. See Alaska Statutes 10.06.990
  • shares: means the units into which the proprietary interests in a corporation are divided. See Alaska Statutes 10.06.990
(b) A loan to a director, officer, or employee and a loan secured by the shares of the corporation may not be made unless the loan would be permissible as a distribution under Alaska Stat. § 10.06.358 – 10.06.365. A loan under this subsection impairs the retained earnings or paid-in capital accounts to the extent of the loan.
(c) For purposes of this section, a loan may consist of cash, securities, or personal or real property.
(d) If a corporation acts as a guarantor on a loan to a director, officer, or employee, the guarantee is treated as a loan under this section.
(e) A director, officer, or employee of an affiliate corporation is a director, officer, or employee of the lending corporation for purposes of this section.
(f) A loan is to be judged by the duties of directors and officers to act in good faith in a manner reasonably believed to be in the best interests of the corporation and with the care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances.
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