CSHB 452(JUD): "An Act relating to disclosures and reports by certain nonprofit corporations."
00CS FOR HOUSE BILL NO. 452(JUD) 01 "An Act relating to disclosures and reports by certain nonprofit corporations." 02 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 03 * Section 1. AS 10.20.325 is amended to read: 04 Sec. 10.20.325. Grounds for involuntary dissolution. A corporation may be 05 dissolved involuntarily by the commissioner when it is established that the 06 corporation 07 (1) [THE CORPORATION] has failed to file its biennial report or a 08 report required by AS 10.20.633 within the time required by this chapter; 09 (2) [THE CORPORATION] procured its articles of incorporation 10 through fraud; 11 (3) [THE CORPORATION] has continued to exceed or abuse the 12 authority conferred upon it by law; 13 (4) [THE CORPORATION] has failed for 30 days to appoint and 14 maintain a registered agent in the state;
01 (5) [THE CORPORATION] has failed for 30 days after change of its 02 registered office or registered agent to file in the office of the commissioner a 03 statement of the change; 04 (6) [THE CORPORATION] has failed, within the time required by this 05 chapter, to revoke or complete a plan of voluntary dissolution; [OR] 06 (7) [THE CORPORATION] is 90 days delinquent in filing a notice of 07 change of an officer or director as required by this chapter. 08 * Sec. 2. AS 10.20.345 is amended to read: 09 Sec. 10.20.345. Removal of ground for dissolution. If the corporation, 10 within the time required by this chapter, files its biennial report , files a report 11 required by AS 10.20.633, [OR] appoints or maintains a registered agent as provided 12 in this chapter, [OR] files with the commissioner the required statement of change of 13 registered office or registered agent, or revokes or concludes a plan of voluntary 14 dissolution, the commissioner's authority to involuntarily dissolve the corporation 15 ceases. 16 * Sec. 3. AS 10.20.585 is amended to read: 17 Sec. 10.20.585. Revocation of certificate of authority. The certificate of 18 authority of a foreign corporation to transact business in the state may be revoked by 19 the commissioner when 20 (1) the corporation fails to file its biennial report or a report required 21 by AS 10.20.633 within the time required by this chapter, or fails to pay fees or 22 penalties prescribed in this chapter when they are due and payable; 23 (2) the corporation fails to appoint and maintain a registered agent in 24 this state; 25 (3) the corporation fails, after change of its registered office or 26 registered agent, to file with the commissioner a statement of the change as required 27 by this chapter; 28 (4) the corporation fails to file with the department an amendment to 29 its articles of incorporation or articles of merger within the time prescribed by this 30 chapter; 31 (5) a misrepresentation has been made of a material matter in an
01 application, report, affidavit, or other document submitted under this chapter; or 02 (6) the corporation is 90 days delinquent in filing a notice of change 03 of an officer or director as required by this chapter. 04 * Sec. 4. AS 10.20.590 is amended to read: 05 Sec. 10.20.590. Limitations on revocation of certificate of authority. The 06 commissioner may not revoke a certificate of authority of a foreign corporation unless 07 (1) the commissioner has given the corporation at least 60 days' notice 08 by mail addressed to its registered office in the state; and 09 (2) the corporation fails, before revocation, to file the annual report or 10 the report required by AS 10.20.633 , or pay the fees, or file the required statement 11 of change of registered agent or registered office, or file the articles of amendment or 12 articles of merger, or correct the misrepresentation. 13 * Sec. 5. AS 10.20 is amended by adding a new section to article 7 to read: 14 Sec. 10.20.633. Additional reporting requirement for certain corporations. 15 (a) In addition to the biennial report required under AS 10.20.620, a public benefit 16 corporation that is a domestic corporation or that is a foreign corporation transacting 17 business in the state, and that received an aggregate of $5,000 or more during the 18 calendar year of the corporation from other corporations shall file with the department 19 by July 1 each year on forms provided by the department a report that lists all 20 payments received by the public benefit corporation from other corporations or from 21 third persons transmitting the payments from other corporations. The list must include 22 the full name and address of the principal office of each of the other corporations that 23 make the payments, the amounts of the payments, and the purpose of the payments. 24 The report required under this section that is due the same year as the public benefit 25 corporation's biennial report may be included in the biennial report. 26 (b) In this section, 27 (1) "mutual benefit corporation" means a nonprofit corporation that is 28 organized primarily for the benefit of its members; 29 (2) "nonprofit corporation" means a corporation that is exempt from 30 federal taxation under 26 U.S.C. 501(c)(3) (Internal Revenue Code); 31 (3) "other corporation" means any other corporation, including
01 corporations that are organized 02 (A) under the laws of this state or under the laws of another 03 jurisdiction; 04 (B) for profit or not for a profit; 05 (4) "public benefit corporation" means a nonprofit corporation that is 06 not a mutual benefit corporation, that is organized under this chapter, and that 07 (A) is organized for a public or charitable purpose; 08 (B) derives more than 10 percent of its annual income from 09 donations; or 10 (C) does not have voting members or whose only members are 11 its directors or officers. 12 * Sec. 6. AS 10.20.645(a) is amended to read: 13 (a) A domestic or foreign corporation that fails or refuses to file its biennial 14 report or a report required by AS 10.20.633 for any required reporting period within 15 the time prescribed by this chapter is subject to a penalty of $5 to be assessed by the 16 commissioner.