CSHB 101(L&C): "An Act relating to the mailing requirements that must be followed by the commissioner of commerce and economic development to involuntarily dissolve certain organized entities; relating to the reinstatement of corporations that are public utilities and that have been involuntarily dissolved; and providing for an effective date."
00CS FOR HOUSE BILL NO. 101(L&C) 01 "An Act relating to the mailing requirements that must be followed by the 02 commissioner of commerce and economic development to involuntarily dissolve 03 certain organized entities; relating to the reinstatement of corporations that are 04 public utilities and that have been involuntarily dissolved; and providing for an 05 effective date." 06 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 07 * Section 1. AS 10.06.633(b) is amended to read: 08 (b) A corporation may not be dissolved under this section unless the 09 commissioner has given the corporation written notice of its delinquency, failure, or 10 noncompliance by [CERTIFIED] mail as provided by (i) of this section 11 [ADDRESSED TO ITS REGISTERED OFFICE, REGISTERED AGENT, 12 PRESIDENT, OR SECRETARY AT THE LAST KNOWN ADDRESS AS SHOWN 13 BY THE RECORDS OF THE COMMISSIONER]. If the corporation fails, within 60 14 days after the requirements of (i) of this section have been satisfied [NOTICE IS
01 SENT BY CERTIFIED MAIL], to contest the alleged neglect, omission, delinquency, 02 or noncompliance by a written request for a hearing before the commissioner or fails 03 to correct the asserted neglect, omission, delinquency, or noncompliance, it may be 04 dissolved under (d) of this section. 05 * Sec. 2. AS 10.06.633(d) is amended to read: 06 (d) If a corporation has given cause for involuntary dissolution and has failed 07 to correct the neglect, omission, delinquency, or noncompliance as provided in this 08 section, and there has been no order of the superior court, the commissioner shall 09 dissolve the corporation by issuing a certificate of involuntary dissolution containing 10 a statement that the corporation has been dissolved, the date, and the reason for which 11 it was dissolved. The original certificate of dissolution shall be placed in the 12 department files and a copy of it mailed to the corporation as provided by (i) of this 13 section [AT ITS REGISTERED OFFICE OR IN CARE OF ITS REGISTERED 14 AGENT, PRESIDENT, OR SECRETARY AT THE LAST KNOWN ADDRESS, 15 AS SHOWN BY THE RECORDS OF THE COMMISSIONER]. Upon the issuance 16 of the certificate of involuntary dissolution, the existence of the corporation ceases, 17 except as otherwise provided in this section, and its name shall be available to and 18 may be adopted by another corporation no less than six months after the dissolution. 19 * Sec. 3. AS 10.06.633 is amended by adding a new subsection to read: 20 (i) If the mailing of an item is required by (b) or (d) of this section, the 21 commissioner shall first mail the item by certified mail to the corporation's registered 22 office at the last known address of the registered office shown on the records of the 23 commissioner. If the item mailed to the registered office is returned to the 24 commissioner, the commissioner shall mail the item by first class mail to the registered 25 agent of the corporation at the last known address of the registered agent shown on the 26 records of the commissioner. If the item mailed to the registered agent is returned to 27 the commissioner, the commissioner shall mail the item by first class mail to the 28 president of the corporation at the last known address for the president shown on the 29 records of the commissioner. If the name and address of the president are not shown 30 on the records of the commissioner, the commissioner shall mail the item by first class 31 mail to an officer shown on the records of the commissioner at the last known address
01 shown on the records of the commissioner. If the name and address of an officer of 02 the corporation are not shown on the records of the commissioner, the commissioner 03 shall mail the item by first class mail to a member of the board of directors of the 04 corporation at the last known address shown on the records of the commissioner. If 05 the name and address of an officer or board member are not shown on the records of 06 the commissioner, the commissioner is not required to mail the item again. If the item 07 mailed to the president, other officer, or board member is returned to the 08 commissioner, the commissioner is not required to mail the item again. If the address 09 shown on the records of the commissioner for a mailing after the initial certified 10 mailing is not different from the address for the previous mailing, the commissioner 11 is not required to mail the item to the same address, but shall mail the item to the next 12 required addressee whose address is different from the address for the returned 13 mailing, and, if none of the mailings required after a returned mailing has an address 14 that is different from the address for the returned mailing, the commissioner is not 15 required to mail the item again. In this subsection, "item" means the notice required 16 by (b) of this section or the certificate of involuntary dissolution under (d) of this 17 section. 18 * Sec. 4. AS 10.20.335 is amended to read: 19 Sec. 10.20.335. Notice to corporation. When the commissioner determines 20 that a corporation has given any cause for involuntary dissolution, the commissioner 21 shall mail to the corporation [, BY CERTIFIED MAIL, AT ITS REGISTERED 22 OFFICE] a notice, setting out the grounds for involuntary dissolution, 60 days before 23 a certificate of dissolution is issued. The commissioner shall mail the notice and 24 any subsequent certificate of dissolution in the same manner as required for 25 notices and certificates of involuntary dissolution under AS 10.06.633(i). 26 * Sec. 5. AS 10.25.330(b) is amended to read: 27 (b) A cooperative that does not file its articles of dissolution within two years 28 after the date of filing the certificate mentioned in (a) of this section [,] shall be 29 involuntarily dissolved by the commissioner. Before dissolving the cooperative 30 under this subsection, the commissioner shall give the cooperative written notice 31 of the pending dissolution by mailing the notice to the cooperative. The
01 commissioner shall mail the notice and any subsequent certificate of dissolution 02 to the cooperative in the same manner as required for notices and certificates of 03 involuntary dissolution under AS 10.06.633(i). 04 * Sec. 6. AS 10.40.150 is amended by adding a new subsection to read: 05 (b) Before dissolving a corporation under (a) of this section, the commissioner 06 shall give the cooperative written notice of the pending dissolution by mailing the 07 notice to the corporation. The commissioner shall mail the notice and any subsequent 08 certificate of dissolution to the cooperative in the same manner as required for notices 09 and certificates of involuntary dissolution under AS 10.06.633(i). 10 * Sec. 7. AS 10.50.408(b) is amended to read: 11 (b) A limited liability company may not be dissolved under this section unless 12 the commissioner has given the company written notice of its delinquency, failure, or 13 misrepresentation by [CERTIFIED] mail as provided by (f) of this section 14 [ADDRESSED TO ITS REGISTERED AGENT, REGISTERED OFFICE, 15 MANAGER, OR MEMBERS AT THE LAST KNOWN ADDRESS AS SHOWN BY 16 THE RECORDS OF THE COMMISSIONER]. If the company fails, within 60 days 17 after the notice is sent by [CERTIFIED] mail as required under this subsection , to 18 contest the alleged delinquency, failure, or misrepresentation, it may be dissolved 19 under (d) of this section. 20 * Sec. 8. AS 10.50.408(d) is amended to read: 21 (d) If a limited liability company has given cause for involuntary dissolution 22 and has failed to correct the neglect, omission, delinquency, or noncompliance as 23 provided in this section, and there has not been a controlling order of the superior 24 court, the commissioner shall dissolve the company by issuing a certificate of 25 involuntary dissolution containing a statement that the company has been dissolved, 26 the date, and the reason for which it was dissolved. The original certificate of 27 dissolution shall be placed in the department files and a copy of it mailed to the 28 company as provided by (f) of this section [AT ITS REGISTERED OFFICE OR IN 29 CARE OF ITS REGISTERED AGENT, MANAGER, OR MEMBERS AT THE LAST 30 KNOWN ADDRESS, AS SHOWN BY THE RECORDS OF THE COMMISSIONER]. 31 Upon the issuance of the certificate of involuntary dissolution, the existence of the
01 company ceases, except as otherwise provided in this chapter, and its name shall be 02 available to use and may be adopted by another company on a date that is six months 03 or later after the dissolution. 04 * Sec. 9. AS 10.50.408 is amended by adding a new subsection to read: 05 (f) If the mailing of an item is required by (b) or (d) of this section, the 06 commissioner shall first mail the item by certified mail to the registered office of the 07 limited liability company at the last known address of the registered office shown on 08 the records of the commissioner. If the item mailed to the registered office is returned 09 to the department, the commissioner shall mail the item by first class mail to the 10 registered agent of the limited liability company at the last known address of the 11 registered agent shown on the records of the commissioner. If the item mailed to the 12 registered agent is returned to the department, the commissioner shall mail the item by 13 first class mail to the manager or the managing member of the limited liability 14 company at the last known address for the manager or the managing member shown 15 on the records of the commissioner. If the name and address of the manager or 16 managing members are not shown on the records of the commissioner, the 17 commissioner is not required to mail the notice to the manager or managing member. 18 If the item mailed to the manager or managing member is returned to the department, 19 the commissioner is not required to mail the item again. If the address shown on the 20 records of the commissioner for a mailing after the initial certified mailing is not 21 different from the address for the previous mailing, the commissioner is not required 22 to mail the item to the same address, but shall mail the item to the next required 23 addressee whose address is different from the address for the returned mailing, and, 24 if none of the mailings required after a returned mailing has an address that is different 25 from the address for the returned mailing, the commissioner is not required to mail the 26 item again. In this subsection, "item" means the notice required under (b) of this 27 section or the certificate of involuntary dissolution issued under (d) of this section. 28 * Sec. 10. REINSTATEMENT OF CERTAIN PUBLIC UTILITY CORPORATIONS. 29 Notwithstanding AS 10.06.633(e), a corporation that is a public utility, that has been 30 involuntarily dissolved by the commissioner under AS 10.06.633, and that has failed to apply 31 for reinstatement during the period established under AS 10.06.633(e) may be reinstated under
01 AS 10.06.633(e) on or before December 31, 1999. A reinstatement authorized under this 02 section is retroactive to the date of the involuntary dissolution, and the reinstated corporation 03 and its shareholders have all of the rights, privileges, liabilities, and obligations that would 04 have applied to them if the corporation had not been dissolved. If a corporation that is a 05 public utility elects to seek reinstatement under this section and if the corporation's previously 06 used corporate name is no longer available for use by the corporation, then, notwithstanding 07 AS 10.06.502 - 10.06.510, an amendment to the articles of incorporation changing the 08 previously used corporate name may be adopted by action of the corporation's board of 09 directors alone. In this section, "public utility" has the meaning given in AS 42.05.990. 10 * Sec. 11. This Act takes effect immediately under AS 01.10.070(c).