08-400 (Rev. 01/07/2013) Articles of Incorporation Instructions
ARTICLE 5: Shares
All for-profit business corporations must provide the number of authorized shares – the maximum number of
shares that a corporation is legally permitted to issue. Zero (0) is not an acceptable quantity. If there is more
than one class or series of authorized shares, please provide this information.
Par value is the nominal value or dollar value of the original cost of a share and has no relation to market
value.
ARTICLE 6: Optional Provisions
The Articles of Incorporation may set out additional provisions authorized by AS 10.06.210:
1. Any of the following provisions, that are not effective unless expressly provided in the articles:
a. A provision granting, with or without limitations, the power to levy assessments upon the shares or class
of shares;
b. A provision removing from shareholders preemptive rights to subscribe to any or all issues of shares or
securities;
c. Special qualifications of persons who may be shareholders;
d. A provision limiting the duration of the corporation's existence to a specified date;
e. A provision restricting or eliminating the power of the board or of the outstanding shares to adopt, amend,
or repeal provisions of the bylaws as provided in AS 10.06.228;
f. A provision requiring, for any corporate action except as provided in AS 10.06.460 and AS 10.06.605, the
vote of a larger proportion or of all of the shares of a class or series, or the vote or quorum for taking
action of a larger proportion or of all of the directors, than is otherwise required by this chapter;
g. A provision limiting or restricting the business in which the corporation may engage or the powers that the
corporation may exercise or both;
h. A provision conferring upon the holder of an evidence of indebtedness, issued or to be issued by the
corporation, the right to vote in the election of directors and on any other matters on which shareholders
may vote;
i. A provision conferring on shareholders the right to determine the consideration for which shares shall be
issued;
j. A provision requiring the approval of the shareholders or the approval of the outstanding shares for a
corporate action, even though not otherwise required by this chapter;
k. A provision that one or more classes or series of shares are redeemable as provided in AS 10.06.325;
l. Duties, privileges, and liabilities of directors upon delegates under AS 10.06.450;
m. A provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for
monetary damages for the breach of fiduciary duty as a director; the articles of incorporation may not
eliminate or limit the liability of a director for (i) a breach of a director's duty of loyalty to the corporation or
its stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) willful or negligent conduct involved in the payment of dividends or the repurchase of
stock from other than lawfully available funds; or (iv) a transaction from which the director derives an
improper personal benefit; the provisions of this paragraph do not eliminate or limit the liability of a director
for an act or omission that occurs before the effective date of the articles of incorporation or of an
amendment to the articles of incorporation authorized by this paragraph;
2. Reasonable restrictions upon the right to transfer or hypothecate shares of a class or series, but a restriction is not
binding on shares issued before the adoption of the restriction unless the holders of those shares voted in favor of
the restriction;
3. The names and addresses of the persons appointed to act as initial directors;
4. Any other provision not in conflict with this chapter for the management of the business and for the conduct of the
affairs of the corporation, including any provision that is required or permitted by this chapter to be stated in the
bylaws.
OPTIONAL PROVISION: Address of the Corporation
