Alaska Statutes
Alaska Stat. § 10.06.378 (2026)
Liability of shareholders receiving prohibited distributions; suit against shareholders
✓ current as of July 2026
Find cases:
SyfertCases citing this section
AK-LEGakleg.gov
JustiaTitle on Justia
CornellLII Search
CasesGoogle Scholar
Sec. 10.06.378. Liability of shareholders receiving prohibited distributions; suit against shareholders.
(a) A shareholder who receives a distribution prohibited by this chapter with knowledge of facts indicating the impropriety of the distribution is liable to the corporation for the benefit of all of the creditors or shareholders entitled to institute an action under (b) of this section for the amount received by the shareholder with interest at the legal rate on judgments until paid. The liability of the shareholder under this subsection may not exceed the liabilities of the corporation owed to nonconsenting creditors at the time of the violation and the injury suffered by nonconsenting shareholders.
(b) Suit may be brought in the name of the corporation to enforce the liability to
(1) creditors arising under (a) of this section for a violation of AS 10.06.358 or 10.06.360 against any or all shareholders liable by any one or more creditors of the corporation whose debts or claims arose before the time of the distribution to shareholders and who have not consented to the distribution, whether or not they have reduced their claims to judgment; or
(2) shareholders arising under (a) of this section for a violation of AS 10.06.363 or 10.06.365 against any or all shareholders liable by any one or more holders of preferred shares outstanding at the time of the distribution who have not consented to the distribution, without regard to the provisions of AS 10.06.435.
(c) A shareholder sued under this section may implead all other shareholders liable under this section and may compel contribution, either in that action or in an independent action against shareholders not joined in that action.
(d) This section does not affect the liability that a shareholder may have under other applicable law.
(a) A shareholder who receives a distribution prohibited by this chapter with knowledge of facts indicating the impropriety of the distribution is liable to the corporation for the benefit of all of the creditors or shareholders entitled to institute an action under (b) of this section for the amount received by the shareholder with interest at the legal rate on judgments until paid. The liability of the shareholder under this subsection may not exceed the liabilities of the corporation owed to nonconsenting creditors at the time of the violation and the injury suffered by nonconsenting shareholders.
(b) Suit may be brought in the name of the corporation to enforce the liability to
(1) creditors arising under (a) of this section for a violation of AS 10.06.358 or 10.06.360 against any or all shareholders liable by any one or more creditors of the corporation whose debts or claims arose before the time of the distribution to shareholders and who have not consented to the distribution, whether or not they have reduced their claims to judgment; or
(2) shareholders arising under (a) of this section for a violation of AS 10.06.363 or 10.06.365 against any or all shareholders liable by any one or more holders of preferred shares outstanding at the time of the distribution who have not consented to the distribution, without regard to the provisions of AS 10.06.435.
(c) A shareholder sued under this section may implead all other shareholders liable under this section and may compel contribution, either in that action or in an independent action against shareholders not joined in that action.
(d) This section does not affect the liability that a shareholder may have under other applicable law.
Notes of Decisions
Cited in 1
case, 1997–1997 · leading case: Hanson v. Kake Tribal Corp., 939 P.2d 1320 (Alaska 1997).
Hanson v. Kake Tribal Corp., 939 P.2d 1320 (Alaska 1997). “Under AS 10.06.378, liability is imposed on shareholders who receive unlawful dividends only when they have accepted payments knowing that the distribution was in violation of certain legal limits.”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.