A.R.S. § 29-2608 — Arizona Code / Title 29 / Chapter 6 / Article 6 / Section 2608
29-2608 Ineffectiveness of division due to law of foreign jurisdiction
Status: in_force

29-2608. Ineffectiveness of division due to law of foreign jurisdiction

A. If a statement of division is filed with the appropriate filing authority but the division is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2601, subsection B or C, the division is ineffective. A statement of ineffectiveness of division must be signed on behalf of the entity on behalf of which the statement of division was signed and must be delivered for filing with the appropriate filing authority to reflect the ineffectiveness in the public record.

B. The statement of ineffectiveness of division must contain each of the following, if applicable:

1. The name of the entity that attempted the division.

2.  The date on which the statement of division was filed.

3. A statement that the division was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.

4. If another entity has adopted the name of the entity that attempted the division, or if another person has adopted as a trade name the name of that entity, the entity that attempted the division must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and, if attached, is deemed to be delivered to the appropriate filing authority for filing.

C. The entity that attempted the division is both:

1. Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted division, unless the entity establishes that the obligation was not incurred in good faith.

2. Deemed to have appointed the appropriate filing authority as its agent for service of process for any action arising under this section, unless the entity is a domestic entity or a qualified foreign entity.

D. If they were acting in good faith, the entity that attempted the division and its interest holders, governors and other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective division under any law of this state pertaining to:

1. The filing of a false or otherwise misleading or inaccurate document.

2. The making of a false or otherwise misleading or inaccurate statement.

3. Any similar matter.
A.R.S. § 29-343 — Arizona Code / Title 29 / Chapter 3 / Article 7 / Section 343
29-343 Power of estate of deceased or incompetent partner
Status: in_force

29-343. Power of estate of deceased or incompetent partner

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property the partner's executor, administrator guardian, conservator or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
A.R.S. § 29-350 — Arizona Code / Title 29 / Chapter 3 / Article 9 / Section 350
29-350 Issuance of registration
Status: in_force

29-350. Issuance of registration

A. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:

1. Endorse on the application the word "filed", and the month, day and year of the filing thereof;

2. File in his office a duplicate original of the application; and

3. Issue a certificate of registration to transact business in this state.

B. The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.
A.R.S. § 29-3112 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3112
29-3112 Permitted names
Status: reserved

29-3112. Permitted names

A. The name of a limited liability company must contain the phrase "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC" in uppercase or lowercase letters.

B. Except as otherwise provided in subsection D of this section, the name of a limited liability company and the name under which a foreign limited liability company may register to do business in this state must be distinguishable on the records of the commission or the secretary of state from any of the following:

1. The name of an existing person whose formation required the filing of a record by the commission or the secretary of state and that is not at the time administratively dissolved.

2. The name under which a person is registered to do business in this state by the filing of a record by the commission or the secretary of state.

3. The name reserved under section 29-3113 or any other law of this state providing for the reservation of a name by the filing of a record by the commission or the secretary of state.

4. The name registered under section 29-3114 or any other law of this state providing for the registration of a name by the filing of a record by the commission or the secretary of state.

5. The name registered under section 44-1460.

C. If a person consents in a record to the use of the person's name and submits an undertaking in a form satisfactory to the commission to change the person's name to a name that is distinguishable on the records of the commission or the secretary of state from any name in any category of names in subsection B of this section, the name of the consenting person may be used by the person to which the consent was given.

D. Except as otherwise provided in subsection E of this section, in determining whether a name is the same as or not distinguishable on the records of the commission or the secretary of state from the name of another person, words, phrases or abbreviations indicating a type of person, such as "corporation", "corp.", "incorporated", "Inc.", "professional corporation", "P.C.", "PC", "professional association", "P.A.", "PA", "limited", "Ltd.", "limited partnership", "L.P.", "LP", "limited liability partnership", "L.L.P.", "LLP", "registered limited liability partnership", "R.L.L.P.", "RLLP", "limited liability limited partnership", "L.L.L.P.", "LLLP", "registered limited liability limited partnership", "R.L.L.L.P.", "RLLLP", "limited liability company", "L.L.C.", "LLC", "limited cooperative association", "limited cooperative", "L.C.A." or "LCA", may not be taken into account.

E. The name of a limited liability company or foreign limited liability company may not contain the words "association", "corporation" or "incorporated" or an abbreviation of these words.  The name of a limited liability company or foreign limited liability company may not contain the words "bank", "deposit", "credit union", "trust" or "trust company" separately or in combination to indicate or convey the idea that the company is engaged in banking, credit union or trust business unless the company is to be and becomes actively and substantially engaged in the banking, credit union or trust business or the company is a holding company holding substantial interest in companies actively and substantially engaged in the banking, credit union or trust business.

F. A limited liability company or foreign limited liability company may use a conflicting name that is not distinguishable from a name described in subsection B of this section if the company delivers to the commission a certified copy of a final judgement of a court of competent jurisdiction establishing the right of the company to use the name in this state.

G. The name of a foreign series registering to do business in this state must include the word "series".
A.R.S. § 29-1063 — Arizona Code / Title 29 / Chapter 5 / Article 7 / Section 1063
29-1063 Dissociated partner's liability to other persons
Status: in_force

29-1063. Dissociated partner's liability to other persons

A. A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection B of this section.

B. A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership pursuant to any merger permitted by law, within two years after the partner's dissociation, only if the partner is liable for the obligation under section 29-1026 and at the time of entering into the transaction the other party:

1. Relied on a reasonable belief that the dissociated partner was then a partner.

2. Did not have notice of the partner's dissociation.

3. Is not deemed to have had knowledge under section 29-1023, subsection E or notice under section 29-1064, subsection C.

C. By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

D. A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
A.R.S. § 29-1064 — Arizona Code / Title 29 / Chapter 5 / Article 7 / Section 1064
29-1064 Statement of dissociation
Status: in_force

29-1064. Statement of dissociation

A. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.

B. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of section 29-1023, subsections D and E.

C. For the purposes of section 29-1062, subsection A, paragraph 3 and section 29-1063, subsection B, paragraph 3, a person who is not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.
A.R.S. § 29-329 — Arizona Code / Title 29 / Chapter 3 / Article 5 / Section 329
29-329 Sharing of profits and losses
Status: in_force

29-329. Sharing of profits and losses

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value as stated in the partnership records required to be kept pursuant to section 29-305 of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
A.R.S. § 29-3120 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3120
29-3120 Delivery of record
Status: in_force

29-3120. Delivery of record

A. Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice and electronic transmission.

B. Delivery to the commission is effective only when a record is received by the commission.
A.R.S. § 29-336 — Arizona Code / Title 29 / Chapter 3 / Article 6 / Section 336
29-336 Right to distribution
Status: in_force

29-336. Right to distribution

At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
A.R.S. § 29-338 — Arizona Code / Title 29 / Chapter 3 / Article 6 / Section 338
29-338 Liability on return of contribution
Status: in_force

29-338. Liability on return of contribution

A. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

B. If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.

C. A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value as set forth in the partnership records required to be kept pursuant to section 29-305 of his contribution which has not been distributed to him.
A.R.S. § 29-2106 — Arizona Code / Title 29 / Chapter 6 / Article 1 / Section 2106
29-2106 Nonexclusivity
Status: in_force

29-2106. Nonexclusivity

The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by the laws of this state other than this chapter.
A.R.S. § 29-1107 — Arizona Code / Title 29 / Chapter 5 / Article 10 / Section 1107
29-1107 Effect of failure to qualify
Status: in_force

29-1107. Effect of failure to qualify

A. A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has filed a statement of foreign qualification.

B. The failure of a foreign limited liability partnership to file a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or prevent it from defending an action or proceeding in this state.

C. Limitations on personal liability of partners are not waived solely by transacting business in this state without a statement of foreign qualification.

D. If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, it appoints the secretary of state as its agent for service of process for claims for relief arising out of the transaction of business in this state.
A.R.S. § 29-3708 — Arizona Code / Title 29 / Chapter 7 / Article 7 / Section 3708
29-3708 Administrative dissolution
Status: in_force

29-3708. Administrative dissolution

A. The commission may commence a proceeding under subsection B of this section to dissolve a limited liability company administratively if the company does not do any of the following:

1. Pay any fee or penalty required to be paid to the commission not later than sixty days after the fee or penalty is due.

2. Have a statutory agent in this state for at least sixty consecutive days.

3. Have a principal address for at least sixty consecutive days.

4. Notify the commission within sixty days after its statutory agent or principal address has changed or its statutory agent has resigned.

5. Amend its articles of organization or file a statement of change or a statement of correction as required by section 29-3202.

6. Respond to interrogatories as prescribed in section 29-3212.

B. If the commission determines that one or more grounds exist for administratively dissolving a limited liability company, the commission shall deliver to the company a notice in a record of the commission's determination by delivering the notice to the address of the company's statutory agent or, if the company does not have a statutory agent or the statutory agent's address is invalid, to the company's principal address.

C. If a limited liability company, not later than sixty days after delivery of the notice under subsection B of this section, does not cure or demonstrate to the satisfaction of the commission the nonexistence of each ground determined by the commission, the commission shall administratively dissolve the company by issuing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The commission shall file the statement and deliver a copy to the company by delivering the statement to the address of the company's statutory agent or, if the company does not have a statutory agent or the statutory agent's address is invalid, to the company's principal address.

D. A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under sections 29-3702, 29-3704, 29-3705, 29-3706 and 29-3707 or to apply for reinstatement under section 29-3709.

E. The administrative dissolution of a limited liability company does not terminate the authority of its statutory agent.
A.R.S. § 29-3705 — Arizona Code / Title 29 / Chapter 7 / Article 7 / Section 3705
29-3705 Other claims against dissolved limited liability company
Status: in_force

29-3705. Other claims against dissolved limited liability company

A. A dissolved limited liability company that has filed a notice of winding up may require persons having claims against the company to present them in accordance with a notice to claimants in conformity with this section.

B. A notice under subsection A of this section must:

1. Be filed with the commission and published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal address is located or, if the principal address is not located in this state, in the county in which the office of the company's statutory agent is or was last located.

2. Describe the information required to be contained in a claim, state that the claim must be in writing and provide a mailing address to which the claim is to be sent.

3. State that a claim against the company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice or the date of filing the notice with the commission, whichever is later.

C. If a dissolved limited liability company files and publishes a notice in accordance with subsection B of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three years after the publication of the notice or the date of filing the notice with the commission, whichever is later:

1. A claimant that did not receive notice in a record under section 29-3704.

2. A claimant whose claim was timely sent to the company but not acted on.

3. A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.

D. A claim not barred under this section or section 29-3704 may be enforced:

1. Against a dissolved limited liability company to the extent of its undistributed assets.

2. Except as otherwise provided in section 29-3706, if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution.

E. This section does not affect or prevent the enforcement of any mortgage, pledge or other lien on the limited liability company's property or, to the limits of the insurance protection only, any proceeding to establish liability of the company for which it is protected by liability insurance.
A.R.S. § 29-4004 — Arizona Code / Title 29 / Chapter 7 / Article 10 / Section 4004
29-4004 Action on plan
Status: in_force

29-4004. Action on plan

If a domestic limited liability company is a merging, converting, domesticating or dividing entity or the acquired entity in an interest exchange, a plan must be approved by all the members of the company entitled to vote on or consent to any matter.
A.R.S. § 29-3802 — Arizona Code / Title 29 / Chapter 7 / Article 8 / Section 3802
29-3802 Derivative action
Status: in_force

29-3802. Derivative action

A member may maintain a derivative action to enforce a right of a limited liability company if either of the following applies:

1. The member first makes a demand on the other members in a member-managed limited liability company or the managers of a manager-managed limited liability company that requests that the members or managers cause the company to bring an action to enforce the right and ninety days have expired from the date the demand was made, except that the expiration of ninety days is not necessary if any of the following apply:

(a) The member has earlier been notified that the demand has been rejected by the company.

(b) The statute of limitations will expire within the ninety days.

(c) Irreparable injury to the company would result by waiting for the expiration of the ninety-day period.

2. A demand under paragraph 1 of this section would be futile.
A.R.S. § 29-2201 — Arizona Code / Title 29 / Chapter 6 / Article 2 / Section 2201
29-2201 Merger authorized
Status: in_force

29-2201. Merger authorized

A. By complying with this article, one or more domestic entities may merge with one or more domestic or foreign entities.

B. A foreign entity may be a merging entity in a merger under this article or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of organization.
A.R.S. § 29-354 — Arizona Code / Title 29 / Chapter 3 / Article 9 / Section 354
29-354 Transaction of business without registration
Status: in_force

29-354. Transaction of business without registration

A. A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.

B. The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.

C. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.

D. A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.

E. Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership is not considered to be transacting business in this state, for the purposes of this chapter, solely because it is carrying on in this state one or more of the following activities:

1. Maintaining, defending or effecting a settlement of an action or suit or an administrative or arbitrative proceeding or effecting the settlement of a claim or dispute.

2. Holding meetings of its partners or carrying on any other activities concerning its internal affairs.

3. Maintaining a bank account.

4. Maintaining an office or agency for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositories with relation to its securities.

5. Effecting sales through an independent contractor.

6. Soliciting or receiving orders outside this state in pursuance of letters, circulars, catalogs or other forms of advertising or solicitation and accepting such orders outside this state and filling them with goods shipped into this state.

7. Creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interests in real or personal property.

8. Securing or collecting debts or enforcing any right in property securing the debts.

9. Transacting business in interstate commerce.

10. Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.

F. The provisions of this section do not apply in determining the contacts or activities which may subject a foreign limited partnership to service of process, suit, taxation or regulation under any other statute of this state.
A.R.S. § 29-303 — Arizona Code / Title 29 / Chapter 3 / Article 1 / Section 303
29-303 Reservation of name
Status: reserved

29-303. Reservation of name

A. The exclusive right to the use of a name may be reserved by:

1. Any person intending to organize a limited partnership under this act and to adopt that name;

2. Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;

3. Any foreign limited partnership intending to register in this state and adopt that name; and

4. Any person intending to organize a foreign limited partnership and intending to have it registered in this state and adopt that name.

B. The reservation shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name, the same applicant may not again reserve the same name until more than sixty days after the expiration of the last one hundred twenty day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
A.R.S. § 29-2304 — Arizona Code / Title 29 / Chapter 6 / Article 3 / Section 2304
29-2304 Amendment or abandonment of plan of interest exchange
Status: in_force

29-2304. Amendment or abandonment of plan of interest exchange

A. A plan of interest exchange of a domestic acquired entity may be amended either:

1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended.

2. By the governors or interest holders of the entity in the manner provided in the plan, except that an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change any of the following:

(a) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing, to be received by any of the interest holders of the domestic acquired entity under the plan.

(b) The public organizational document or private organizational documents of the domestic acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the domestic acquired entity under its governing statute or organizational documents.

(c) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

B. After a plan of interest exchange has been approved by a domestic acquired entity and before a statement of interest exchange becomes effective pursuant to section 29-2305, the plan may be abandoned by the domestic acquired entity, subject to any contractual rights:

1. As provided in the plan.

2. If not provided in the plan, either:

(a) By the governors of the domestic acquired entity, unless prohibited by the plan.

(b) In the same manner as the plan was approved.

C. If a statement of interest exchange has been delivered for filing with the appropriate filing authority, the plan of interest exchange may be abandoned only if the statement of interest exchange sets forth a delayed effective date under section 29-2305, subsection B, paragraph 3. A plan of interest exchange may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment, signed on behalf of the domestic acquired entity.  A statement of abandonment takes effect on delivery for filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain all of the following:

1. The name of the domestic acquired entity.

2. The date on which the statement of interest exchange was filed.

3. A statement that the interest exchange has been abandoned in accordance with this section.
A.R.S. § 29-1109 — Arizona Code / Title 29 / Chapter 5 / Article 10 / Section 1109
29-1109 Action by attorney general
Status: in_force

29-1109. Action by attorney general

The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this article.
A.R.S. § 29-3109 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3109
29-3109 Powers
Status: in_force

29-3109. Powers

A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
A.R.S. § 29-3110 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3110
29-3110 Application to existing relationships
Status: in_force

29-3110. Application to existing relationships

A. Before September 1, 2020, this chapter applies only to the following:

1. A limited liability company that is formed, converted or domesticated on or after September 1, 2019 or a registered foreign limited liability company that is registered in this state on or after September 1, 2019.

2. A limited liability company that is formed, converted or domesticated before September 1, 2019 and that elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.

B. On and after September 1, 2020, this chapter applies to all limited liability companies and foreign limited liability companies.

C. For the purposes of applying this chapter to:

1. A limited liability company formed before September 1, 2019, the company's known place of business is deemed to be its principal address and the street address of the company's statutory agent is deemed to be the mailing address of the statutory agent.

2. A registered foreign limited liability company that is registered, in this state before September 1, 2019, the address of the foreign company specified in the foreign company's certificate of registration is deemed to be its principal address and the street address of the foreign company's statutory agent is deemed to be the mailing address of the statutory agent.

D. This chapter does not affect the validity or enforceability of any provision of an operating agreement that was valid or enforceable under any prior statute that was in effect at the time the provision became part of the operating agreement.
A.R.S. § 29-347 — Arizona Code / Title 29 / Chapter 3 / Article 8 / Section 347
29-347 Distribution of assets
Status: in_force

29-347. Distribution of assets

Upon the winding up of a limited partnership, the assets shall be distributed as follows:

1. To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 29-331 or 29-334;

2. Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 29-331 or 29-334; and

3. Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
A.R.S. § 29-1025 — Arizona Code / Title 29 / Chapter 5 / Article 3 / Section 1025
29-1025 Partnership liable for partner's actionable conduct
Status: in_force

29-1025. Partnership liable for partner's actionable conduct

A. A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.

B. If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person who is not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
A.R.S. § 29-307 — Arizona Code / Title 29 / Chapter 3 / Article 1 / Section 307
29-307 Business transactions of partner with partnership
Status: in_force

29-307. Business transactions of partner with partnership

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
A.R.S. § 29-1024 — Arizona Code / Title 29 / Chapter 5 / Article 3 / Section 1024
29-1024 Statement of denial
Status: in_force

29-1024. Statement of denial

A partner or any other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to section 29-1023, subsection B may file a statement of denial stating the name of the partnership and the fact that is being denied, including denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in section 29-1023, subsections D and E.
A.R.S. § 29-3806 — Arizona Code / Title 29 / Chapter 7 / Article 8 / Section 3806
29-3806 Proceeds and expenses; voluntary dismissal or settlement
Status: in_force

29-3806. Proceeds and expenses; voluntary dismissal or settlement

A. Except as otherwise provided in subsection B or C of this section or section 29-3807, both of the following apply:

1. Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff.

2. If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.

B. If a derivative action is successful, in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited liability company.

C. If the court finds that the derivative action was brought without reasonable cause, the court may require the plaintiff to pay to the defendants the defendants' reasonable expenses, including reasonable attorney fees and costs, incurred in the defense of the action.

D. A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court's approval.
A.R.S. § 29-359 — Arizona Code / Title 29 / Chapter 3 / Article 10 / Section 359
29-359 Expenses
Status: in_force

29-359. Expenses

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
A.R.S. § 29-3402 — Arizona Code / Title 29 / Chapter 7 / Article 4 / Section 3402
29-3402 Form of contribution
Status: in_force

29-3402. Form of contribution

A contribution may consist of property transferred to, services performed for or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for or provide another benefit to the company.
A.R.S. § 29-3707 — Arizona Code / Title 29 / Chapter 7 / Article 7 / Section 3707
29-3707 Disposition of assets in winding up
Status: in_force

29-3707. Disposition of assets in winding up

A. In winding up its activities and affairs, a limited liability company shall apply its assets to discharge the company's obligations to creditors, including members that are creditors.

B. After a limited liability company complies with subsection A of this section, any surplus assets must be distributed in the following order, subject to any charging order in effect under section 29-3503:

1. To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions.

2. Among persons owning transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the company.

C. If a limited liability company does not have sufficient surplus assets to comply with subsection B, paragraph 1 of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.

D. All distributions made under subsections B and C of this section must be paid in money.
A.R.S. § 29-2203 — Arizona Code / Title 29 / Chapter 6 / Article 2 / Section 2203
29-2203 Approval of merger
Status: in_force

29-2203. Approval of merger

A. A plan of merger is not effective unless it has been approved both:

1. By a domestic merging entity:

(a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a merger.

(b) If neither its governing statute nor its organizational documents provide for approval of a merger, then by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, then by all of the governors of the entity.

2. In a record by each interest holder of a domestic merging entity that will have interest holder liability for obligations that arise after the merger becomes effective, unless both:

(a) The organizational documents of the entity expressly provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.

(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.

B. A merger involving a foreign merging entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
A.R.S. § 29-333 — Arizona Code / Title 29 / Chapter 3 / Article 6 / Section 333
29-333 Withdrawal of limited partner
Status: in_force

29-333. Withdrawal of limited partner

A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at his address on the books of the limited partnership at its office in this state.
A.R.S. § 29-1021 — Arizona Code / Title 29 / Chapter 5 / Article 3 / Section 1021
29-1021 Partner agent of partnership
Status: in_force

29-1021. Partner agent of partnership

Subject to the effect of a statement of partnership authority under section 29-1023:

1. Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.

2. An act of a partner that is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
A.R.S. § 29-1003 — Arizona Code / Title 29 / Chapter 5 / Article 1 / Section 1003
29-1003 Effect of partnership agreement; nonwaivable provisions
Status: in_force

29-1003. Effect of partnership agreement; nonwaivable provisions

A. Except as otherwise provided in subsection B of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

B. The partnership agreement shall not:

1. Vary the rights and duties under section 29-1005 except to eliminate the duty to provide copies of statements to all of the partners.

2. Unreasonably restrict the right of access to books and records under section 29-1033, subsection B.

3. Eliminate the duty of loyalty under section 29-1034, subsection B or section 29-1053, subsection B, paragraph 3, except that the partnership agreement may identify types or categories of activities that do not violate the duty of loyalty.

4. Eliminate the duty of care under section 29-1034, subsection C or section 29-1053, subsection B, paragraph 3, except that the partnership agreement may prescribe the standard by which the performance of the duty is to be measured.

5. Eliminate the obligation of good faith and fair dealing under section 29-1034, subsection D, except that the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured.

6. Vary the power to dissociate as a partner under section 29-1052, subsection A, except to require the notice under section 29-1051, paragraph 1 to be in writing.

7. Restrict rights of persons other than a partner, the partner's transferee, the legal representative of a partner, the transferee of the legal representative of a partner or the partnership under this chapter.

8. Vary the law applicable to a limited liability partnership under section 29-1006.
A.R.S. § 29-3119 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3119
29-3119 Service of process, notice or demand
Status: in_force

29-3119. Service of process, notice or demand

A. A limited liability company or registered foreign limited liability company may be served with any process, notice or demand required or permitted by law by serving its statutory agent.

B. If a limited liability company or registered foreign limited liability company ceases to have a statutory agent, or if its statutory agent cannot with reasonable diligence be served, the company or foreign company may be served by registered or certified mail, return receipt requested, or by a similar commercial delivery service, addressed to the company or foreign company at its principal address. The principal address must be as shown on the company's or foreign company's most recent filing with the commission.  Service is effected under this subsection on the earliest of any of the following:

1. The date the company or foreign company receives the mail or delivery by the commercial delivery service.

2. The date shown on the return receipt, if signed by the company or foreign company.

3. Five days after the mail or delivery is deposited with the United States postal service or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.

C. If process, notice or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection A or B of this section, service may be made by handing a copy to the individual in charge of any regular place of business or activity of the company or foreign company if the individual served is not a plaintiff in the action.

D. Service of process, notice or demand on a statutory agent must be in a written record.

E. Service of process, notice or demand may be made by other means under law other than this chapter.
A.R.S. § 29-1065 — Arizona Code / Title 29 / Chapter 5 / Article 7 / Section 1065
29-1065 Continued use of partnership name
Status: in_force

29-1065. Continued use of partnership name

Continued use of a partnership name, or a dissociated partner's name as part of a partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
A.R.S. § 29-3910 — Arizona Code / Title 29 / Chapter 7 / Article 9 / Section 3910
29-3910 Termination of registration
Status: in_force

29-3910. Termination of registration

A. The commission may terminate the registration of a registered foreign limited liability company or registered foreign series in the manner provided in subsections B and C of this section if the commission receives a duly authenticated certificate from the secretary of state or other official having custody of the company records in the state or country under whose law the foreign company or foreign series is organized stating that the foreign company or foreign series has ceased to exist, or if the foreign company or foreign series does not do any of the following:

1. Pay, not later than sixty days after the due date, any fee or penalty required to be paid to the commission.

2. Have a statutory agent as required by section 29-3115.

3. Have a principal address for at least sixty consecutive days.

4. Notify the commission within sixty days after its statutory agent or principal address has changed or within sixty days after its statutory agent has resigned.

5. Amend its foreign registration statement as required by section 29-3904.

6. Respond to interrogatories as prescribed in section 29-3212.

B. The commission may terminate the registration of a registered foreign limited liability company or registered foreign series by both of the following:

1. Filing a notice of the termination or noting the termination in the records of the commission.

2. Delivering a copy of the notice or the information in the notation to the statutory agent of the foreign company or foreign series or, if the foreign company or foreign series does not have a statutory agent, to the principal address of the foreign company or foreign series.

C. The notice must state or the information in the notation must include both of the following:

1. The effective date of the termination, which must be at least sixty days after the date the commission delivers the copy of the notice or the information in the notation.

2. The grounds for termination under subsection A of this section.

D. The authority of a registered foreign limited liability company or registered foreign series to do business in this state ceases on the effective date of the notice of the termination or notation under subsection B of this section, unless before that date the foreign company or foreign series cures each ground for termination stated in the notice or notation.  If the foreign company or foreign series cures each ground, the commission shall file a record stating that the foreign company or foreign series cured each ground.
A.R.S. § 29-2701 — Arizona Code / Title 29 / Chapter 6 / Article 7 / Section 2701
29-2701 Consistency of application
Status: in_force

29-2701. Consistency of application

In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact similar legislation.
A.R.S. § 29-373 — Arizona Code / Title 29 / Chapter 3 / Article 13 / Section 373
29-373 Effect of transaction; definition
Status: in_force

29-373. Effect of transaction; definition

A. If the post-transaction entity is a domestic limited partnership, a partner of the post-transaction entity is liable for:

1. All obligations of an entity that is a party to or otherwise undertakes the transaction for which the partner was personally liable before the transaction.

2. All other obligations of the post-transaction entity incurred before the transaction by an entity that is a party to or otherwise undertakes the transaction, but those obligations may be satisfied only out of property of the post-transaction entity.

3. All obligations of the post-transaction entity incurred after the transaction takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.

B. If the obligations incurred before the transaction by a domestic limited partnership that is a party to or otherwise undertakes the transaction are not to be satisfied out of the property of the post-transaction entity pursuant to the plan, the general partners of that partnership immediately before the effective date of the transaction shall contribute the amount necessary to satisfy that  partnership's obligations to the post-transaction entity in the manner provided in section 29-1077, as if that partnership were dissolved.

C. A partner of a domestic limited partnership that is a party to or otherwise undertakes a transaction who does not become a partner or other interest holder of the post-transaction entity is dissociated, as provided in section 29-1051, from the domestic limited partnership of which that partner was a partner, as of the date the transaction takes effect. If the dissociated partner was a general partner before the transaction, the post-transaction entity shall cause the partner's interest in the limited partnership to be purchased under section 29-334, subsection C or section 29-1061, as applicable, or another statute specifically applicable to that partner's interest with respect to a transaction. If the dissociated partner was a general partner before the transaction, the post-transaction entity is bound under section 29-1062 by an act of a general partner dissociated under this subsection and the partner is liable under section 29-1063 for transactions entered into by the post-transaction entity after the transaction takes effect.

D. For the purposes of this section, "post-transaction entity" means any of the following, as applicable:

1. The surviving entity in a merger.

2. The converted entity in a conversion.

3. The domesticated entity in a domestication.

4. Each resulting entity in a division, jointly and severally.
A.R.S. § 29-3911 — Arizona Code / Title 29 / Chapter 7 / Article 9 / Section 3911
29-3911 Withdrawal of registration
Status: in_force

29-3911. Withdrawal of registration

A. A registered foreign limited liability company or registered foreign series may withdraw its registration by delivering a statement of withdrawal to the commission for filing.  The statement of withdrawal must state all of the following:

1. The name of the foreign company or foreign series, the name of the designating foreign company of the foreign series and the jurisdiction of formation of the foreign company or designating foreign company.

2. That the foreign company or foreign series is not doing business in this state and that it withdraws its registration to do business in this state.

3. That the foreign company or foreign series revokes the authority of its statutory agent to accept service on its behalf in this state.

4. An address to which service of process may be made under subsection B of this section.

B. After the withdrawal of the registration of a foreign limited liability company or foreign series, service of process in any action or proceeding based on a cause of action arising during the time the foreign company or foreign series was registered to do business in this state may be made pursuant to section 29-3119.
A.R.S. § 29-2507 — Arizona Code / Title 29 / Chapter 6 / Article 5 / Section 2507
29-2507 Ineffectiveness of domestication due to law of foreign jurisdiction
Status: in_force

29-2507. Ineffectiveness of domestication due to law of foreign jurisdiction

A. If a statement of domestication is filed with the appropriate filing authority but the domestication is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2501, subsection A or B, the domestication is ineffective. A statement of ineffectiveness of domestication must be signed on behalf of the entity on behalf of which the statement of domestication was signed and must be delivered for filing with the appropriate filing authority to reflect the ineffectiveness in the public record.

B. The statement of ineffectiveness of domestication must contain each of the following, if applicable:

1. The name of the entity that attempted the domestication.

2. The date on which the statement of domestication was filed.

3. A statement that the domestication was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.

4. If another entity has adopted the name of the entity that attempted the domestication, or if another person has adopted as a trade name the name of the entity, the entity that attempted the domestication must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and, if attached, is deemed to be delivered to the appropriate filing authority for filing.

C. The entity that attempted the domestication is both:

1. Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted domestication unless the entity establishes that the obligation was not incurred in good faith.

2. Deemed to have appointed the appropriate filing authority as its agent for service of process for any action arising under this section, unless the entity is a domestic entity or a qualified foreign entity.

D. If they were acting in good faith, the entity that attempted the domestication and its interest holders, governors and other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective domestication under any law of this state pertaining to:

1. The filing of a false or otherwise misleading or inaccurate document.

2. The making of a false or otherwise misleading or inaccurate statement.

3. Any similar matter.
A.R.S. § 29-357 — Arizona Code / Title 29 / Chapter 3 / Article 10 / Section 357
29-357 Proper plaintiff
Status: in_force

29-357. Proper plaintiff

In a derivative action, the plaintiff shall be a partner at the time of bringing the action and:

1. Shall have been a partner at the time of the transaction of which he complains; or

2. His status as a partner shall have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
A.R.S. § 29-1036 — Arizona Code / Title 29 / Chapter 5 / Article 4 / Section 1036
29-1036 Continuation of partnership beyond definite term or particular undertaking
Status: in_force

29-1036. Continuation of partnership beyond definite term or particular undertaking

A. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, as far as is consistent with a partnership at will.

B. If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership continue.
A.R.S. § 29-4108 — Arizona Code / Title 29 / Chapter 7 / Article 11 / Section 4108
29-4108 Disciplinary powers of regulating licensing authorities
Status: in_force

29-4108. Disciplinary powers of regulating licensing authorities

A. A professional limited liability company may not perform any act that is prohibited to be performed by individuals licensed to perform professional services that are rendered by the company.

B. Each member, manager, officer, agent and employee of a professional limited liability company who is a licensed person in the jurisdiction in which the person performs professional services is subject to the rules and regulations adopted by and the disciplinary powers of the licensing authority or licensing authorities regulating the professional services rendered by the company in the jurisdiction in which the person performs professional services.
A.R.S. § 29-1012 — Arizona Code / Title 29 / Chapter 5 / Article 2 / Section 1012
29-1012 Formation of partnership
Status: in_force

29-1012. Formation of partnership

A. Except as otherwise provided in subsections B and C, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.

B. An association formed under a statute other than this chapter, a predecessor statute or a comparable statute of another jurisdiction is not a partnership under this chapter.

C. In determining whether a partnership is formed, the following rules apply:

1. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property, except that the ownership establishes a partnership if the persons have declared in a written partnership agreement that the property is partnership property subject to the provisions of the partnership agreement and this chapter.

2. The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

3. A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment either:

(a) Of a debt by installments or otherwise.

(b) For services as an independent contractor or of wages or other compensation to an employee.

(c) Of rent.

(d) Of an annuity or any other retirement benefit to a beneficiary, representative or designee of a deceased or retired partner.

(e) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds or increase in value derived from the collateral.

(f) For the sale of the goodwill of any business or other property by installments or otherwise.
A.R.S. § 29-2502 — Arizona Code / Title 29 / Chapter 6 / Article 5 / Section 2502
29-2502 Plan of domestication
Status: in_force

29-2502. Plan of domestication

A. A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain all of the following:

1. The name and type of the domesticating entity.

2. The name and jurisdiction of organization of the domesticated entity.

3. The manner of converting the interests in the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.

4. The proposed public organizational document of the domesticated entity if it is a filing entity.

5. The full text of the private organizational documents of the domesticated entity that are proposed to be in a record.

6. The other terms and conditions of the domestication, if any.

7. Any other provision required by the laws of this state or the organizational documents of the domesticating entity.

B. A plan of domestication may contain any other provision not prohibited by law.
A.R.S. § 29-345 — Arizona Code / Title 29 / Chapter 3 / Article 8 / Section 345
29-345 Judicial dissolution
Status: in_force

29-345. Judicial dissolution

On application by or for a partner or assignee or any other successor in interest of a partner, the superior court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
A.R.S. § 29-3304 — Arizona Code / Title 29 / Chapter 7 / Article 3 / Section 3304
29-3304 Liability of members and managers
Status: in_force

29-3304. Liability of members and managers

A. A debt, obligation or other liability of a limited liability company is solely the debt, obligation or other liability of the company.  A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other liability of the company or for the acts or omissions of any other member, manager, agent or employee of the company, solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.

B. The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation or other liability of the company.
A.R.S. § 29-323 — Arizona Code / Title 29 / Chapter 3 / Article 4 / Section 323
29-323 Events of withdrawal
Status: in_force

29-323. Events of withdrawal

Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

1. The general partner withdraws from the limited partnership as provided in section 29-332;

2. The general partner ceases to be a member of the limited partnership as provided in section 29-340;

3. The general partner is removed as a general partner in accordance with the partnership agreement;

4. Unless otherwise provided in writing in the partnership agreement, the general partner:

(a) Makes an assignment for the benefit of creditors;

(b) Files a voluntary petition in bankruptcy;

(c) Is adjudicated a bankrupt or insolvent;

(d) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or

(f) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;

5. Unless otherwise provided in writing in the partnership agreement, one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety days after the expiration of any such stay, the appointment is not vacated;

6. In the case of a general partner who is a natural person;

(a) His death; or

(b) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;

7. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust but not merely the substitution of a new trustee;

8. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

9. In the case of a general partner that is a corporation, the filing of articles of dissolution for the corporation or the revocation of its charter; or

10. In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
A.R.S. § 29-3118 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3118
29-3118 Change of name or address by statutory agent
Status: in_force

29-3118. Change of name or address by statutory agent

A. If a statutory agent changes its name or address, the agent may deliver to the commission for filing a statement of change that states all of the following:

1. The name of the limited liability company or registered foreign limited liability company represented by the statutory agent.

2. The name of the agent as currently shown in the records of the commission for the company or foreign company.

3. If the name of the agent has changed, its new name.

4. If the address of the agent has changed, its new address.

B. A statutory agent promptly shall furnish notice to the represented limited liability company or registered foreign limited liability company of the filing by the commission of the statement of change and the changes made by the statement.
A.R.S. § 29-3901 — Arizona Code / Title 29 / Chapter 7 / Article 9 / Section 3901
29-3901 Governing law
Status: in_force

29-3901. Governing law

A. Subject to subsection D of this section, the law of the jurisdiction of formation of a foreign limited liability company governs both of the following:

1. The internal affairs of the company.

2. The liability of a member as a member and a manager as a manager for a debt, obligation or other liability of the company.

B. A foreign limited liability company is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state.

C. Registration of a foreign limited liability company to do business in this state does not authorize the foreign company to engage in any activities and affairs or exercise any power that a limited liability company may not engage in or exercise in this state.

D. A foreign limited liability company, its members and managers and its foreign series, if any, have no greater rights and privileges than a domestic limited liability company and its members and managers with respect to transactions in this state and relationships with persons in this state that are not managers or members.  A foreign series is liable for the debts, obligations or other liabilities of the designating foreign company and of any other foreign series of that designating foreign company, arising out of transactions in this state or relationships with persons in this state and a designating foreign company is liable for such debts, obligations or other liabilities of each foreign series of that designating foreign company.
A.R.S. § 29-3904 — Arizona Code / Title 29 / Chapter 7 / Article 9 / Section 3904
29-3904 Amendment of foreign registration statement
Status: in_force

29-3904. Amendment of foreign registration statement

A registered foreign limited liability company or registered foreign series shall deliver to the commission for filing an amendment to its foreign registration statement if there is a change in any of the information required under section 29-3903, except that the filing of an amendment under this section is not required for a change in the registered foreign limited liability company's or registered foreign series' statutory agent, its principal address, the address of one or more of its managers or members or the address of its statutory agent if the company or series has filed a statement of change under section 29-3116 showing the change.
A.R.S. § 29-2305 — Arizona Code / Title 29 / Chapter 6 / Article 3 / Section 2305
29-2305 Statement of interest exchange; effective date
Status: in_force

29-2305. Statement of interest exchange; effective date

A. A statement of interest exchange must be signed on behalf of a domestic acquired entity. The statement of interest exchange must be delivered for filing with the appropriate filing authority, if any, for the domestic acquired entity.

B. A statement of interest exchange must contain each of the following, if applicable:

1. The name and type of the domestic acquired entity.

2. The name, jurisdiction of organization and type of the acquiring entity.

3. With respect to the effective date and time of the interest exchange:

(a) If the domestic acquired entity is a domestic filing entity and if the statement of interest exchange is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which may not be more than ninety days after the date of its delivery to the appropriate filing authority.

(b) If the domestic acquired entity is not a domestic filing entity and if the statement of interest exchange is not to be effective on the signing of the statement of interest exchange, the later date and time on which it will become effective.

4. A statement that the plan of interest exchange was approved by the domestic acquired entity in accordance with this article.

5. Any amendment to the domestic acquired entity's public organizational document approved as part of the plan of interest exchange, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

C. In addition to the requirements of subsection B of this section, a statement of interest exchange may contain any other provision not prohibited by law.

D. Any amendment attached under subsection B, paragraph 5 of this section:

1. Must satisfy the requirements of the laws of this state.

2. Is deemed to be signed by means of the signing of the statement of interest exchange.

3. May omit any provision that is not required to be included in a restatement of the public organizational document of the domestic acquired entity.

E. With respect to a plan of interest exchange that is signed on behalf of a domestic acquired entity and that meets all of the requirements of subsection B of this section:

1. If the domestic acquired entity is a domestic filing entity, and if the plan so provides, the plan may be delivered for filing with the appropriate filing authority instead of a statement of interest exchange and, on filing, has the same effect as a statement of interest exchange, in which case, all references in this chapter to a statement of interest exchange refer to the plan of interest exchange filed under this subsection.

2. If the domestic acquired entity is not a domestic filing entity, and if the plan so provides, the plan has the same effect as a statement of interest exchange, in which case all references in this chapter to a statement of interest exchange refer to the plan of interest exchange.

F. With respect to the effective date and time of the interest exchange:

1. If the domestic acquired entity is a domestic filing entity, once a statement of interest exchange has been approved for filing by the appropriate filing authority, both the interest exchange and the statement of interest exchange are deemed to have become effective on the date and time of the delivery of the statement of interest exchange for filing with the appropriate filing authority or, if applicable, on the later date and time specified in the statement of interest exchange.

2. If the domestic acquired entity is not a domestic filing entity, both the interest exchange and the statement of interest exchange are effective on the signing of the statement of interest exchange or, if applicable, the later date and time specified in the statement of interest exchange.
A.R.S. § 29-4101 — Arizona Code / Title 29 / Chapter 7 / Article 11 / Section 4101
29-4101 Definitions
Status: in_force

29-4101. Definitions

In this article, unless the context otherwise requires:

1. "License" means a license, a certificate of registration or any other evidence of the satisfaction of the requirements of a licensing authority for the practice of a professional service.

2. "Licensed person" means a person who is duly licensed by at least one licensing authority to provide at least one of the categories of professional services rendered by the professional limited liability company.

3. "Licensing authority" means the officer, board, agency, court or other authority empowered by law to license or otherwise authorize the rendition of a professional service.

4. "Professional limited liability company" means a limited liability company organized under this chapter for purposes that include rendering one or more categories of professional services.

5. "Professional service" means a service that may be lawfully rendered only by a licensed person or person otherwise authorized by a licensing authority to render the service.
A.R.S. § 29-1013 — Arizona Code / Title 29 / Chapter 5 / Article 2 / Section 1013
29-1013 Partnership property
Status: in_force

29-1013. Partnership property

Property acquired by a partnership is property of the partnership and not of the partners individually.
A.R.S. § 29-3804 — Arizona Code / Title 29 / Chapter 7 / Article 8 / Section 3804
29-3804 Pleading
Status: in_force

29-3804. Pleading

In a derivative action, the complaint must state with particularity either of the following:

1. The date and content of the plaintiff's demand and the response to the demand by the managers or other members.

2. Why the demand should be excused as futile.
A.R.S. § 29-2204 — Arizona Code / Title 29 / Chapter 6 / Article 2 / Section 2204
29-2204 Amendment or abandonment of plan of merger
Status: in_force

29-2204. Amendment or abandonment of plan of merger

A. A plan of merger of a domestic merging entity may be amended either:

1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended.

2. By the governors or interest holders of the entity in the manner provided in the plan except that an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change any of the following:

(a) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing, to be received by any of the interest holders of the merging entities under the plan.

(b) The public organizational document or private organizational documents of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its governing statute or organizational documents.

(c) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

B. After a plan of merger has been approved by a domestic merging entity and before a statement of merger becomes effective pursuant to section 29-2205, the plan may be abandoned by the domestic merging entity, subject to any contractual rights as follows:

1. As provided in the plan.

2. If not provided in the plan, either:

(a) By the governors of the domestic merging entity, unless prohibited by the plan.

(b) In the same manner as the plan was approved.

C. If a statement of merger has been delivered for filing with the appropriate filing authority, the plan of merger may be abandoned only if the statement of merger sets forth a delayed effective date under section 29-2205, subsection B, paragraph 4. Such a plan of merger may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment, signed on behalf of each merging entity. A statement of abandonment takes effect on delivery for filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain all of the following:

1. The name of each merging or surviving entity that is a domestic entity or a qualified foreign entity.

2. The date on which the statement of merger was filed.

3. A statement that the merger has been abandoned in accordance with this section.
A.R.S. § 29-320 — Arizona Code / Title 29 / Chapter 3 / Article 3 / Section 320
29-320 Person erroneously believing himself limited partner
Status: in_force

29-320. Person erroneously believing himself limited partner

A. Except as provided in subsection B, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise or exercising any rights of a limited partner if, on ascertaining the mistake, he:

1. Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

2. Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.

B. A person who makes a contribution of the kind described in subsection A is liable as a general partner to any third party who transacts business with the enterprise:

1. Before the person withdraws and an appropriate certificate is filed to show withdrawal; or

2. Before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
A.R.S. § 29-330 — Arizona Code / Title 29 / Chapter 3 / Article 5 / Section 330
29-330 Sharing of distributions
Status: in_force

29-330. Sharing of distributions

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value as stated in the partnership records required to be kept pursuant to section 29-305 of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
A.R.S. § 29-327 — Arizona Code / Title 29 / Chapter 3 / Article 5 / Section 327
29-327 Form of contribution
Status: in_force

29-327. Form of contribution

The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
A.R.S. § 29-2601 — Arizona Code / Title 29 / Chapter 6 / Article 6 / Section 2601
29-2601 Division authorized
Status: in_force

29-2601. Division authorized

A. By complying with this article, a domestic entity may divide into either:

1. The dividing entity and one or more new entities, whether domestic or foreign.

2. Two or more new entities, whether domestic or foreign.

B. A foreign entity may be created by the division of a domestic entity under this article only if the division is authorized by the law of the foreign entity's jurisdiction of organization.

C. A domestic entity may be created by the division of a foreign entity under this article only if the division is authorized by the law of the foreign entity's jurisdiction of organization.

D. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a division, the provision applies to a division of the entity as if the division were a merger until the agreement is amended after the effective date of this section.
A.R.S. § 29-1032 — Arizona Code / Title 29 / Chapter 5 / Article 4 / Section 1032
29-1032 Distributions in kind
Status: in_force

29-1032. Distributions in kind

A partner has no right to receive, and may not be required to accept, a distribution in kind.
A.R.S. § 29-2306 — Arizona Code / Title 29 / Chapter 6 / Article 3 / Section 2306
29-2306 Effect of interest exchange
Status: in_force

29-2306. Effect of interest exchange

A. When an interest exchange becomes effective:

1. The interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged as provided in the plan of interest exchange and the interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under section 29-2109 and the acquired entity's governing statute.

2. The acquiring entity becomes the interest holder of the interests in the acquired entity as provided in the plan of interest exchange.

3. The public organizational document, if any, of the acquired entity is amended if and to the extent provided in the statement of interest exchange.

4. The private organizational documents of the acquired entity that are to be in a record, if any, are amended if and to the extent provided in the plan of interest exchange.

B. Except as provided in the plan of interest exchange or in the governing statute or organizational documents of the acquired entity, the interest exchange does not give rise to any rights that an interest holder, governor or third party would otherwise have on a dissolution, liquidation or winding up of the acquired entity.

C. When an interest exchange becomes effective, a person that did not have interest holder liability with respect to the acquired entity and that becomes subject to interest holder liability with respect to the domestic acquiring entity as a result of the interest exchange has interest holder liability only to the extent provided by the governing statute or organizational documents of the domestic acquiring entity, and then only for those obligations that arise after the interest exchange becomes effective.

D. When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which the person had interest holder liability is as follows:

1. The interest exchange does not discharge any interest holder liability under the governing statute or organizational documents of the domestic acquired entity to the extent that the interest holder liability arose before the interest exchange became effective.

2. The person does not have interest holder liability under the governing statute or organizational documents of the domestic acquired entity for any obligation that arises after the interest exchange becomes effective.

3. The governing statute and organizational documents of the domestic acquired entity continue to apply to the release, collection or discharge of any interest holder liability preserved under paragraph 1 of this subsection as if the interest exchange had not occurred.

4. The person has the same rights of contribution from any other person as are provided by the governing statute or organizational documents of the domestic acquired entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the interest exchange had not occurred.