A.R.S. § 29-2109 — Arizona Code / Title 29 / Chapter 6 / Article 1 / Section 2109
29-2109 Appraisal rights
Status: in_force

29-2109. Appraisal rights

A. Unless the entity's governing statute provides otherwise, an interest holder of a domestic merging, acquired, converting, domesticating or dividing entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's governing statute in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless both:

1. The governing statute permits the organizational documents to limit the availability of appraisal rights.

2. The organizational documents provide such a limit.

B. An interest holder of a domestic merging, acquired, converting, domesticating or dividing entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided by any of the following:

1. The entity's organizational documents.

2. The entity's plan.

3. Action of the entity's governors.

C. If an interest holder is entitled to contractual appraisal rights under subsection B of this section and the entity's governing statute does not provide procedures for the conduct of an appraisal rights proceeding, title 10, chapter 13 applies to the extent practicable or as otherwise provided in the entity's organizational documents or the plan.
A.R.S. § 29-344 — Arizona Code / Title 29 / Chapter 3 / Article 8 / Section 344
29-344 Nonjudicial dissolution
Status: in_force

29-344. Nonjudicial dissolution

A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

1. At the time, if any, specified in the certificate of limited partnership.

2. Upon the happening of events specified in writing in the partnership agreement.

3. Written consent of all partners.

4. An event of withdrawal of a general partner if there is no remaining general partner unless all the limited partners, or a lesser number or percentage of limited partners specified in the partnership agreement, agree to the continuation of the business of the limited partnership and to the appointment of one or more additional general partners within ninety days after the event of withdrawal, or such greater period as may be specified in the partnership agreement.

5. Entry of a decree of judicial dissolution under section 29-345.
A.R.S. § 29-322 — Arizona Code / Title 29 / Chapter 3 / Article 4 / Section 322
29-322 Admission of additional general partners
Status: in_force

29-322. Admission of additional general partners

After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
A.R.S. § 29-3410 — Arizona Code / Title 29 / Chapter 7 / Article 4 / Section 3410
29-3410 Records to be kept; rights to information and records of member, manager and person dissociated as member
Status: in_force

29-3410. Records to be kept; rights to information and records of member, manager and person dissociated as member

A. A limited liability company shall keep all of the following:

1. A current list of the full name and last known address of each member and manager.

2. A copy of the articles of organization and all amendments to the articles of organization.

3. A copy of all current and prior written operating agreements and amendments to all current and prior written operating agreements.

4. Any record of a member's obligation to make a capital contribution to the company.

5. A copy of the company's federal, state and local income tax returns and reports, if any, for the three most recent years.

6. A copy of the company's financial statements, if any, for the three most recent years.

B. During regular business hours and at a reasonable location specified by the limited liability company, a member or manager may inspect and copy the records described in subsection A of this section and any other company record regarding the activities, affairs, financial condition and other circumstances of the company as is just and reasonable if all of the following apply:

1. The member or manager seeks the records for a purpose reasonably related to the rights and duties of the member or manager under the operating agreement or this chapter.

2. The member or manager makes a demand in a record received by the company describing with reasonable particularity the records sought and the purpose for seeking the records.

3. The records sought are directly connected to the member's or manager's purpose.

C. Not later than ten days after receiving a demand pursuant to subsection B, paragraph 2 of this section, the limited liability company shall inform in a record the member or manager that made the demand of:

1. The records that the company will make available in response to the demand and when and where the company will make the records available. The time and location may not be unreasonable under the circumstances.

2. The reasons for declining if the company declines to provide any demanded records.

D. Whenever this chapter or the operating agreement provides for a member or manager to vote on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld, the limited liability company, without demand, shall provide the member or manager with all information that is known to the company and all records in the company's possession that are material to the member's or manager's decision except to the extent the company reasonably believes that the member or manager already knows the information or is in possession of the records.

E. To the extent that some or all of a limited liability company's records are maintained by a member or manager, the member or manager shall make those records available to the company as necessary for the company to satisfy its obligations pursuant to this section.

F. Subject to subsection L of this section, on ten days' demand made in a record received by a limited liability company, a person dissociated as a member may have access to the records to which the person was entitled while a member if all of the following apply:

1. The records pertain to the period during which the person was a member.

2. The person seeks the records in good faith.

3. The person satisfies the requirements imposed on a member by subsection B of this section.

G. A limited liability company shall respond to a demand made pursuant to subsection F of this section in the manner provided in subsection C of this section.

H. A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.

I. A member or person dissociated as a member may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection K of this section applies both to the agent or legal representative and to the member or person dissociated as a member.

J. Subject to sections 29-3502 and 29-3504, the rights under this section do not extend to a person as transferee.

K. In addition to any restriction or condition stated in its operating agreement, a limited liability company may impose reasonable restrictions and conditions on access to and use of information to be furnished and records to be made available under this section, including designating information and records confidential and imposing nondisclosure and safeguarding obligations on the recipient.  In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness.

L. If a dispute arises regarding a member's or manager's right under this section to obtain information or inspect or copy a record, or regarding whether any restriction imposed by the limited liability company on a member's or manager's right to obtain, inspect, copy or use any such information or record is unreasonable, the court may award the successful party reasonable expenses, including reasonable attorney fees and costs.
A.R.S. § 29-2102 — Arizona Code / Title 29 / Chapter 6 / Article 1 / Section 2102
29-2102 Definitions
Status: in_force

29-2102. Definitions

In this chapter, unless the context otherwise requires:

1. "Acquired entity" means an entity in which all of one or more classes or series of interests are acquired in an interest exchange.

2. "Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

3. "Appropriate filing authority" means:

(a) With respect to corporations, business trusts and limited liability companies, the commission.

(b) With respect to limited partnerships and limited liability partnerships, the secretary of state.

4. "Approve" means, in the case of an entity, that its governors and interest holders take whatever steps are necessary under its organizational documents, governing statute and other law to do all of the following:

(a) Propose a transaction subject to this chapter.

(b) Adopt and approve the terms and conditions of the transaction.

(c) Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.

5. "Business corporation" means a business corporation, a close corporation, a professional corporation, a business development corporation and a benefit corporation.

6. "Commission" means the Arizona corporation commission.

7. "Conversion" means a transaction authorized by article 4 of this chapter.

8. "Converted entity" means the converting entity as it continues in existence after a conversion.

9. "Converting entity" means the domestic entity that approves a plan of conversion pursuant to section 29-2403 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization.

10. "Corporation" means a business corporation or a nonprofit corporation.

11. "Dividing entity" means the domestic entity that approves a plan of division pursuant to section 29-2603 or the foreign entity that approves a division pursuant to the law of its jurisdiction of organization. A dividing entity is also a resulting entity if the dividing entity survives the division.

12. "Division" means a transaction authorized by article 6 of this chapter.

13. "Domestic entity" means an entity whose internal affairs are governed by the laws of this state.

14. "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

15. "Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to section 29-2503 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization.

16. "Domestication" means a transaction authorized by article 5 of this chapter.

17. "Entity" means any of the following:

(a) A corporation.

(b) A general partnership, including a general partnership that has registered as a limited liability partnership.

(c) A limited partnership, including a limited partnership that has registered as a limited liability limited partnership.

(d) A limited liability company, including a professional limited liability company.

(e) A business trust, statutory trust entity or similar trust.

(f) An unincorporated association.

(g) A cooperative.

(h) Any other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than any of the following:

(i) An individual.

(ii) A testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust.

(iii) A decedent's estate.

(iv) A government, a governmental or political subdivision, a governmental agency or entity or a municipal corporation.

18. "Filing entity" means an entity that is created by the filing of a public organizational document.

19. "Foreign entity" means an entity other than a domestic entity.

20. "Good faith" means honesty in fact in the conduct or transaction concerned.

21. "Governance interest" means the right under the governing statute or organizational documents of an entity, other than as a governor, agent, assignee or proxy, to do any of the following:

(a) Receive or demand access to information concerning, or the books and records of, the entity.

(b) Vote for the election of the governors of the entity.

(c) Receive notice of, or vote on, any or all issues or matters involving the internal affairs of the entity.

22. "Governing statute" means, collectively, the statute or statutes governing the internal affairs of an entity.

23. "Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the governing statute and organizational documents of the entity.

24. "Interest" means a governance interest or a transferable interest, including a share or membership in a corporation.

25. "Interest exchange" means a transaction authorized by article 3 of this chapter.

26. "Interest holder" means a direct holder of an interest.

27. "Interest holder liability" means:

(a) Personal liability for an obligation of an entity that is imposed on a person either:

(i) Solely by reason of the status of the person as an interest holder.

(ii) By the organizational documents of the entity pursuant to a provision of the governing statute authorizing the organizational documents to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified obligations of the entity.

(b) An obligation of an interest holder under the organizational documents of an entity to contribute to the entity.

28. "Jurisdiction of organization" means the jurisdiction whose law includes the governing statute of the entity.

29. "Merger" means a transaction authorized by article 2 of this chapter.

30. "Merging entity" means an entity that is a party to a merger and that exists immediately before the merger becomes effective.

31. "Nonprofit corporation" means a nonprofit corporation, a cooperative marketing association, an electric cooperative nonprofit membership corporation, a nonprofit electric generation and transmission cooperative corporation, a fraternal or benevolent society or a corporation sole.

32. "Obligation" means a debt, loss or liability or any other obligation arising in any manner, regardless of whether it is secured, contingent or liquidated.

33. "Organizational documents" means the public organizational document and private organizational documents of an entity.

34. "Organize" means to incorporate, form, create or otherwise organize.

35. "Person" means an individual, a corporation, an estate, a trust, a partnership, a limited liability company, a business or similar trust, an association, a joint venture, a public corporation, a government, a governmental subdivision, agency or instrumentality or any other legal or commercial entity.

36. "Plan" means a plan of merger, interest exchange, conversion, domestication or division.

37. "Private organizational documents" mean the currently adopted or effective rules, whether or not in a record, that govern the internal affairs of an entity, that are binding on all of its interest holders and that are not part of the entity's public organizational document, if any.

38. "Protected agreement" means any of the following:

(a) A record evidencing indebtedness and any related agreement in effect on the effective date of this section.

(b) An agreement that is binding on an entity on the effective date of this section.

(c) The organizational documents of an entity in effect on the effective date of this section.

(d) An agreement that is binding on any of the governors or interest holders of an entity on the effective date of this section.

39. "Public organizational document":

(a) Means the public record that is filed to organize an entity, or the most recent restatement of that record, together with any amendments to that record or restatement of that record.

(b) Does not include a statement of qualification filed by a partnership or limited partnership pursuant to section 29-1101 in connection with its status as a limited liability partnership.

40. "Qualified foreign entity" means a foreign entity that is authorized to transact business in this state pursuant to a filing with the appropriate filing authority.

41. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

42. "Resulting entity":

(a) Means an entity that continues in existence after, or that is organized as a result of, a division.

(b) Includes a dividing entity if the dividing entity survives the division.

43. "Sign" means to do either of the following with present intent to authenticate or adopt a record:

(a) Execute or adopt a tangible symbol.

(b) Attach to or logically associate with the record an electronic sound, symbol or process.

44. "Surviving entity" means the entity that continues in existence after, or that is organized as a result of, a merger.

45. "Transferable interest" means the right under an entity's governing statute to receive distributions from the entity.

46. "Type" means, with regard to an entity, the generic form of that entity, such as listed in paragraph 17 of this section.
A.R.S. § 29-1027 — Arizona Code / Title 29 / Chapter 5 / Article 3 / Section 1027
29-1027 Actions by and against partnership and partners
Status: in_force

29-1027. Actions by and against partnership and partners

A. A partnership may sue and be sued in the name of the partnership.

B. Except as otherwise provided in subsection F of this section, an action may be brought against the partnership and any or all of the partners in the same action or in separate actions.

C. A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.

D. A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless either:

1. The claim is for a debt, obligation or liability for which the partner is liable as provided in section 29-1026 and either:

(a) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part.

(b) The partnership is a debtor in bankruptcy.

(c) The partner has agreed that the creditor need not exhaust partnership assets.

(d) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers.

2. Liability is imposed on the partner by law or contract independent of the existence of the partnership.

E. This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 29-1028.

F. A partner is not a proper party to an action against a limited liability partnership where that partner would not be personally liable for the claim under section 29-1026.
A.R.S. § 29-1053 — Arizona Code / Title 29 / Chapter 5 / Article 6 / Section 1053
29-1053 Effect of partner's dissociation
Status: in_force

29-1053. Effect of partner's dissociation

A. If a partner's dissociation results in a dissolution and winding up of the partnership business, article 8 of this chapter applies. Otherwise, article 7 of this chapter applies.

B. On a partner's dissociation:

1. The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 29-1073.

2. The partner's duty of loyalty under section 29-1034, subsection B, paragraph 3 terminates.

3. The partner's duty of loyalty under section 29-1034, subsection B, paragraphs 1 and 2 and duty of care under section 29-1034, subsection C continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 29-1073 in which event those duties continue as to all matters arising and events occurring during the winding up.
A.R.S. § 29-3503 — Arizona Code / Title 29 / Chapter 7 / Article 5 / Section 3503
29-3503 Charging order
Status: in_force

29-3503. Charging order

A. On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order requires the limited liability company to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.

B. The member or transferee whose transferable interest is subject to a charging order under subsection A of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.

C. A limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.

D. This chapter does not deprive any member or transferee of the benefit of any exemption law applicable to the transferable interest of the member or transferee.

E. This section provides the exclusive remedy by which a person seeking in the capacity of judgment creditor to enforce a judgment against a member or transferee may satisfy the judgment from the judgment debtor's transferable interest.
A.R.S. § 29-1083 — Arizona Code / Title 29 / Chapter 5 / Article 9 / Section 1083
29-1083 Action on plan
Status: in_force

29-1083. Action on plan

The plan must be approved by all of the partners or a number or percentage specified for the transaction in the partnership agreement.
A.R.S. § 29-331 — Arizona Code / Title 29 / Chapter 3 / Article 6 / Section 331
29-331 Interim distributions
Status: in_force

29-331. Interim distributions

Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
A.R.S. § 29-3210 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3210
29-3210 Duty of commission to file; refusal to file; delivery of record by commission
Status: in_force

29-3210. Duty of commission to file; refusal to file; delivery of record by commission

A. The commission shall file a record that is delivered to the commission for filing and that satisfies this chapter.  The duty of the commission under this section is ministerial.

B. When the commission files a record, the commission shall record the record as filed on the date and at the time of its delivery.  After filing a record, the commission shall deliver to the person that submitted the record an acknowledgment of the date and time of filing.

C. If the commission refuses to file a record, the commission shall both:

1. Return the record or notify the person that submitted the record of the refusal.

2. Provide a brief explanation in a record of the reason for the refusal.

D. If the commission refuses to file a record, the person that submitted the record may petition a court of competent jurisdiction to compel filing of the record. The record and the explanation of the commission of the refusal to file must be attached to the petition.  The court may decide the matter in a summary proceeding.

E. The filing of or refusal to file a record does not do either of the following:

1. Affect the validity or invalidity of the record in whole or in part.

2. Create a presumption that the information contained in the record is correct or incorrect.

F. Except as otherwise provided by section 29-3119 or by a law other than this chapter, the commission may deliver any record to a person by delivering the record in any of the following manners:

1. In person to the person that submitted the record.

2. To the address of the person's statutory agent.

3. To the principal address of the person.

4. To another address or e-mail address that the person provides to the commission for delivery.
A.R.S. § 29-2505 — Arizona Code / Title 29 / Chapter 6 / Article 5 / Section 2505
29-2505 Statement of domestication; effective date
Status: in_force

29-2505. Statement of domestication; effective date

A. A statement of domestication must be signed on behalf of the domesticating entity. The statement of domestication must be delivered for filing:

1. In the case of a domestic entity becoming a domestic entity of the same type in a foreign jurisdiction pursuant to section 29-2501, subsection A, with the appropriate filing authority, if any, for the domestic domesticating entity.

2. In the case of a foreign entity becoming a domestic entity of the same type in this state pursuant to section 29-2501, subsection B, with the appropriate filing authority, if any, for the domestic domesticated entity.

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

1. The name, jurisdiction of organization and type of the domesticating entity.

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

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

(a) If either the domesticating entity or the domesticated entity is a domestic filing entity and if the statement of domestication 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 neither the domesticating entity nor the domesticated entity is a domestic filing entity and if the statement of domestication is not to be effective on the signing of the statement of domestication, the later date and time on which it will become effective.

4. If the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this article or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of organization.

5. If the domesticated entity is a domestic filing entity, its public organizational document, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

6. If the domesticated entity is a foreign entity that is required to be a qualified foreign entity, any documents that laws in this state require it to file to become a qualified foreign entity, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

7. If the domesticated entity is a foreign entity that is not required to be a qualified foreign entity, a mailing address to which the appropriate filing authority may send any process served on the appropriate filing authority pursuant to section 29-2506, subsection E.

8. If the domesticated entity is a domestic limited liability partnership, its statement of qualification, 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 domestication may contain any other provision not prohibited by law.

D. If the domesticated entity is a domestic filing entity, its public organizational document 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 domestication.

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

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

1. If either the domesticating entity or the domesticated 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 domestication and, on filing, has the same effect as a statement of domestication, in which case all references in this chapter to a statement of domestication refer to the plan of domestication filed under this subsection.

2. If neither the domesticating entity nor the domesticated entity is a domestic filing entity and if the plan so provides, the plan has the same effect as a statement of domestication, in which case all references in this chapter to a statement of domestication refer to the plan of domestication.

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

1. If either the domesticating entity or the domesticated entity is a domestic filing entity, once a statement of domestication has been approved by the appropriate filing authority, both the domestication and the statement of domestication become effective on the date and time of the delivery of the statement of domestication for filing with the appropriate filing authority or, if applicable, on the later date and time specified in the statement of domestication.

2. If neither the domesticating entity nor the domesticated entity is a domestic filing entity, both the domestication and the statement of domestication are effective on the signing of the statement of domestication or, if applicable, the later date and time specified in the statement of domestication.
A.R.S. § 29-1077 — Arizona Code / Title 29 / Chapter 5 / Article 8 / Section 1077
29-1077 Settlement of accounts and contributions among partners
Status: in_force

29-1077. Settlement of accounts and contributions among partners

A. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection B of this section.

B. Each partner is entitled to a settlement of all partnership accounts on winding up the partnership business. In settling accounts among the partners, the profits and losses during the period of winding up, including those profits and losses that result from the liquidation of the partnership assets, shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account except that in determining such excess, charges attributable to obligations for which the partner is personally liable under section 29-1026 shall not be considered. Damages for wrongful dissociation under section 29-1052, subsection B and all other amounts owing, whether or not presently due, from the partner to the partnership shall be offset against the amounts distributable to the partner and shall increase the amount that must be contributed by the partner pursuant to this section.

C. If a partner fails to contribute the full amount required under subsection B of this section, each of the other partners shall contribute, in the proportion in which the partner shares partnership losses, the additional amount necessary to satisfy any partnership obligations. A partner or partner's legal representative may recover from the other partners any contributions that the partner or legal representative makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is liable under section 29-1026.

D. After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations or the amounts of obligations that were not known at the time of the settlement.

E. The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.

F. An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.

G. A person who was a partner at any time within ninety days before the commencement of winding up is a partner for the purposes of this section.
A.R.S. § 29-1073 — Arizona Code / Title 29 / Chapter 5 / Article 8 / Section 1073
29-1073 Right to wind up partnership business
Status: in_force

29-1073. Right to wind up partnership business

A. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the superior court, for good cause shown, may order judicial supervision of the winding up.

B. The legal representative of the last surviving partner may wind up a partnership's business.

C. A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 29-1077, settle disputes by mediation, arbitration or otherwise and perform other necessary acts.
A.R.S. § 29-1062 — Arizona Code / Title 29 / Chapter 5 / Article 7 / Section 1062
29-1062 Dissociated partner's power to bind and liability to partnership
Status: in_force

29-1062. Dissociated partner's power to bind and liability to partnership

A. For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9 of this chapter, is bound by an act of the dissociated partner that would have bound the partnership under section 29-1021 before dissociation only if at the time of entering into the transaction the other party:

1. Reasonably believed 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.

B. A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection A of this section.
A.R.S. § 29-3602 — Arizona Code / Title 29 / Chapter 7 / Article 6 / Section 3602
29-3602 Events causing dissociation
Status: in_force

29-3602. Events causing dissociation

A person is dissociated as a member if and when:

1. The limited liability company knows or has notice of the person's express will to withdraw as a member, but if the person has specified a withdrawal date later than the date the company knew or had notice, the person is dissociated as a member on that later date.

2. An event stated in the operating agreement as causing the person's dissociation occurs.

3. The person is expelled as a member pursuant to the operating agreement.

4. The person is expelled as a member by the affirmative vote or consent of all the other members if any of the following applies:

(a) It is unlawful to carry on the limited liability company's activities and affairs with the person as a member.

(b) There has been a transfer of all of the person's transferable interest in the company other than either:

(i) A transfer for security purposes.

(ii) A charging order in effect under section 29-3503.

(c) The person is an entity and both of the following apply:

(i) The company notifies the person that the person will be expelled as a member because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked or the person's right to conduct business has been suspended by the person's jurisdiction of formation.

(ii) Not later than ninety days after the notification described in item (i) of this subdivision, the statement of dissolution or the equivalent has not been withdrawn, rescinded or revoked, the person has not been reinstated or the person's charter or the equivalent or right to conduct business has not been reinstated.

(d) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up.

5. On application by the limited liability company or a member in a direct action under section 29-3801, the person is expelled as a member by judicial order because the person does any of the following:

(a) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company's activities and affairs.

(b) Has committed wilfully or persistently, or is committing wilfully or persistently, a material breach of the operating agreement or a duty or obligation under section 29-3409 as modified by the operating agreement.

(c) Has engaged or is engaging in conduct relating to the company's activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a member.

6. In the case of an individual, any of the following:

(a) The individual dies.

(b) A guardian or general conservator for the individual is appointed.

(c) A court orders that the individual has otherwise become incapable of performing the individual's duties as a member under this chapter or the operating agreement.

(d) A court of competent jurisdiction enters an order or judgment adjudicating the individual incompetent to manage the individual's person or estate.

7. The person does any of the following:

(a) Becomes a debtor in bankruptcy.

(b) Signs an assignment for the benefit of creditors.

(c) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the person or of all or substantially all the person's property.

8. If the person is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited liability company is distributed.

9. If the person is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited liability company is distributed.

10. If the person is not an individual, the existence of the person terminates.

11. The limited liability company participates in a merger under article 10 of this chapter and either of the following applies:

(a) The company is not the surviving entity.

(b) Otherwise as a result of the merger, the person ceases to be a member.

12. The limited liability company participates in an interest exchange under article 10 of this chapter and, as a result of the interest exchange, the person ceases to be a member.

13. The limited liability company participates in a conversion under article 10 of this chapter.

14. The limited liability company participates in a domestication under article 10 of this chapter and, as a result of the domestication, the person ceases to be a member.

15. The limited liability company participates in a division under article 10 of this chapter and either of the following applies:

(a) The company is not the surviving entity.

(b) Otherwise as a result of the division, the person ceases to be a member.

16. The limited liability company dissolves and completes winding up.

17. The person's entire transferable interest is transferred and either of the following apply:

(a) At the effective time of the transfer, at least one transferee is a member or becomes a member.

(b) At any time after the effective time of the transfer, at least one transferee becomes a member and the transferring person has not otherwise acquired a transferable interest.
A.R.S. § 29-1001 — Arizona Code / Title 29 / Chapter 5 / Article 1 / Section 1001
29-1001 Definitions
Status: in_force

29-1001. Definitions

In this chapter, unless the context otherwise requires:

1. "Business" includes every trade, occupation and profession.

2. "Chief executive office" means the place from which the main part of the partnership's business is managed.

3. "Debtor in bankruptcy" means a person who is the subject of either:

(a) An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application.

(b) A comparable order under federal, state or foreign law governing insolvency.

4. "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.

5. "Foreign limited liability partnership" means a partnership or limited partnership that is formed or created under laws other than the laws of this state and that is qualified as a limited liability partnership under those laws.

6. "General partner" means a partner in a partnership and a general partner in a limited partnership.

7. "Limited liability partnership" means a partnership or limited partnership that has filed a statement of qualification under section 29-1101.

8. "Limited partner" means a limited partner in a limited partnership.

9. "Limited partnership" means a limited partnership created under chapter 3 of this title, predecessor law or comparable law of another jurisdiction.

10. "Partner" means a general partner and, for purposes of article 9 of this chapter, both a general partner and a limited partner.

11. "Partnership" means an association or entity formed under section 29-1012, a predecessor law or a comparable law of another jurisdiction.

12. "Partnership agreement" means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

13. "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

14. "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.

15. "Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity.

16. "Property" means all property, real, personal or mixed, tangible or intangible, or any interest in such property.

17. "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.

18. "Statement" means a statement of partnership authority under section 29-1023, a statement of denial under section 29-1024, a statement of dissociation under section 29-1064, a statement of dissolution under section 29-1075, a statement of merger under section 29-2205, a statement of qualification as a limited liability partnership under section 29-1101, a statement of foreign qualification under section 29-1106 or an amendment or cancellation of any of the foregoing.

19. "Transfer" includes an assignment, conveyance, lease, mortgage, deed and encumbrance.
A.R.S. § 29-4002 — Arizona Code / Title 29 / Chapter 7 / Article 10 / Section 4002
29-4002 Appraisal rights
Status: in_force

29-4002. Appraisal rights

An interest holder of a domestic limited liability company that is a merging, converting, domesticating or dividing entity or the acquired entity in an interest exchange is entitled to contractual appraisal rights in connection with a transaction under this article to the extent provided in the operating agreement or the plan.
A.R.S. § 29-317 — Arizona Code / Title 29 / Chapter 3 / Article 3 / Section 317
29-317 Admission of limited partners
Status: in_force

29-317. Admission of limited partners

A. A person becomes a limited partner:

1. At the time the limited partnership is formed; or

2. At any later time specified in the records of the limited partnership for becoming a limited partner.

B. After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:

1. In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and

2. In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 29-342, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
A.R.S. § 29-328 — Arizona Code / Title 29 / Chapter 3 / Article 5 / Section 328
29-328 Liability for contribution
Status: in_force

29-328. Liability for contribution

A. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing and signed by the limited partner.

B. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value as stated in the partnership records required to be kept pursuant to section 29-305 of the stated contribution that has not been made.

C. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation.
A.R.S. § 29-2303 — Arizona Code / Title 29 / Chapter 6 / Article 3 / Section 2303
29-2303 Approval of interest exchange
Status: in_force

29-2303. Approval of interest exchange

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

1. By a domestic acquired entity:

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

(b) Except as otherwise provided in subsection D of this section, if neither its governing statute nor its organizational documents provide for approval of an interest exchange, in accordance with the requirements, if any, in its governing statute or organizational documents for approval of a merger, as if the interest exchange were a merger.

(c) If neither its governing statute nor its organizational documents provide for approval of an interest exchange or a merger, 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 acquired entity that will have interest holder liability for obligations that arise after the interest exchange becomes effective, unless both:

(a) The organizational documents of the entity expressly provide in a record for the approval of an interest exchange or 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. An interest exchange involving a foreign acquired 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.

C. Except as otherwise provided in its governing statute or organizational documents, the interest holders of the acquiring entity are not required to approve the interest exchange.

D. A provision of the governing statute of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under subsection A, paragraph 1, subdivision (b) of this section.
A.R.S. § 29-2605 — Arizona Code / Title 29 / Chapter 6 / Article 6 / Section 2605
29-2605 Statement of division; effective date
Status: in_force

29-2605. Statement of division; effective date

A. A statement of division must be signed on behalf of the dividing entity. The statement of division must be delivered for filing either:

1. For a division of a domestic entity pursuant to section 29-2601, subsection A, with the appropriate filing authority, if any, for the domestic dividing entity and, if there is a different filing authority for any domestic resulting entity, with that different filing authority.

2. For a division of a foreign entity that creates one or more domestic entities pursuant to section 29-2601, subsection C, with the appropriate filing authority, if any, for a domestic resulting entity and, if there is a different filing authority for any other domestic resulting entity, with the different filing authority.

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

1. The name, jurisdiction of organization and type of the dividing entity.

2. A statement as to whether the dividing entity will survive the division.

3. The name, jurisdiction of organization and type of each resulting entity created by the division and, if a resulting entity is a domestic entity, other than a general partnership, or is a qualified foreign entity both of the following:

(a) The street address of the resulting entity's known place of business in this state or, if the resulting entity is a domestic partnership, the street address of its office in this state.

(b) The name and street address of the resulting entity's agent for service of process in this state. If a new statutory agent is being appointed, the statutory agent must sign a statement accepting the appointment, which must be attached to the statement of division.

4. With respect to the effective date and time of the division:

(a) If the dividing entity or at least one resulting entity is a domestic filing entity and if the statement of division 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 neither the dividing entity nor any resulting entity is a domestic filing entity and if the statement of division is not to be effective on the signing of the statement of division, the later date and time on which it will become effective.

5. If the dividing entity is a domestic entity, a statement that the plan of division was approved in accordance with this article or, if the dividing entity is a foreign entity, a statement that the division was approved by the foreign dividing entity in accordance with the law of its jurisdiction of organization.

6. If the dividing entity is a domestic filing entity and survives the division, any amendment to its public organizational document approved as part of the plan of division, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

7. For each domestic resulting entity created by the division, its public organizational document, if any, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

8. For each foreign resulting entity that is required to be a qualified foreign entity, any documents that the laws of this state require it to file to become a qualified foreign entity, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

9. For each foreign resulting entity that is not required to be a qualified foreign entity, a mailing address to which the appropriate filing authority may send any process served on the appropriate filing authority pursuant to section 29-2606, subsection E.

10. For each resulting entity created by the division that is a domestic limited liability partnership, its statement of qualification, 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 division may contain any other provision not prohibited by law.

D. If a resulting entity created in the division is a domestic filing entity, the amendment attached under subsection B, paragraph 6 of this section or its public organizational document attached under subsection B, paragraph 7 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 division.

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

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

1. If the dividing entity or at least one resulting 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 division and, on filing, has the same effect as a statement of division, in which case all references in this chapter to a statement of division refer to the plan of division filed under this subsection.

2. If neither the dividing entity nor any resulting entity is a domestic filing entity, and if the plan so provides, the plan has the same effect as a statement of division, in which case all references in this chapter to a statement of division refer to the plan of division.

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

1. If the dividing entity or at least one resulting entity is a domestic filing entity, once a statement of division has been approved for filing by the appropriate filing authority or authorities, both the division and the statement of division are deemed to have become effective on the date and time of the delivery of the statement of division for filing with the appropriate filing authority or authorities or, if applicable, on the later date and time specified in the statement of division.

2. If neither the dividing entity nor any resulting entity is a domestic filing entity, both the division and the statement of division are effective on the signing of the statement of division or, if applicable, on the later date and time specified in the statement of division.
A.R.S. § 29-1076 — Arizona Code / Title 29 / Chapter 5 / Article 8 / Section 1076
29-1076 Partner's liability to other partners after dissolution
Status: in_force

29-1076. Partner's liability to other partners after dissolution

A. Except as otherwise provided in subsection B of this section or in section 29-1026, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 29-1074.

B. A partner who, with knowledge of the dissolution, incurs a partnership liability under section 29-1074, paragraph 2 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
A.R.S. § 29-4107 — Arizona Code / Title 29 / Chapter 7 / Article 11 / Section 4107
29-4107 Professional relations and responsibility
Status: in_force

29-4107. Professional relations and responsibility

This article does not alter any law applicable to the relationship between a person performing professional services and a person receiving those services, including liability arising out of those professional services.
A.R.S. § 29-305 — Arizona Code / Title 29 / Chapter 3 / Article 1 / Section 305
29-305 Records to be kept
Status: in_force

29-305. Records to be kept

A. Each limited partnership shall keep at the office referred to in section 29-304, paragraph 1 the following:

1. A current list of the full name and last known business address of each partner separately identifying the general partners in alphabetical order and the limited partners in alphabetical order;

2. A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;

3. Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the three most recent years;

4. Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and

5. Unless contained in a written partnership agreement, a writing setting out:

(a) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and that each partner has agreed to contribute;

(b) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(c) Any right of a partner to receive, or of a general partner to make, distributions to a partner that include a return of all or any of the partner's contribution; and

(d) Any events on the happening of which the limited partnership is to be dissolved and its affairs wound up.

B. Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
A.R.S. § 29-4001 — Arizona Code / Title 29 / Chapter 7 / Article 10 / Section 4001
29-4001 Definitions
Status: in_force

29-4001. Definitions

A. In this article, unless the context otherwise requires:

1. "Plan" means a plan of merger, interest exchange, conversion, domestication or division, as applicable.

2. "Transaction" means a merger, an interest exchange, a conversion, a domestication or a division, as applicable.

B. Except for terms defined in section 29-3102 or unless the context otherwise requires, terms used in this article have the same meanings prescribed in chapter 6 of this title.
A.R.S. § 29-4103 — Arizona Code / Title 29 / Chapter 7 / Article 11 / Section 4103
29-4103 Exclusions from article
Status: in_force

29-4103. Exclusions from article

A. This article does not alter the right of licensed persons to perform professional services in any other business form allowed by law.

B. This article does not prohibit a professional limited liability company from employing persons who are not licensed to perform professional services that are rendered by the company if all of the following apply:

1. The unlicensed persons work at the direction or under the supervision of licensed persons.

2. The unlicensed persons do not hold themselves out to the public generally as being authorized to perform the professional services rendered by the company.

3. The unlicensed persons are not prohibited by the licensing authority regulating any of the professional services rendered by the professional limited liability company from being so employed.
A.R.S. § 29-1011 — Arizona Code / Title 29 / Chapter 5 / Article 2 / Section 1011
29-1011 Partnership as entity
Status: in_force

29-1011. Partnership as entity

A. A partnership is an entity distinct from its partners.

B. A limited liability partnership is the same entity that existed before the filing of a statement of qualification under section 29-1101.
A.R.S. § 29-355 — Arizona Code / Title 29 / Chapter 3 / Article 9 / Section 355
29-355 Action by attorney general
Status: in_force

29-355. Action by attorney general

The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.
A.R.S. § 29-310 — Arizona Code / Title 29 / Chapter 3 / Article 2 / Section 310
29-310 Cancellation of certificate
Status: in_force

29-310. Cancellation of certificate

A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set forth:

1. The name of the limited partnership;

2. The date of filing of its certificate of limited partnership;

3. The reason for filing the certificate of cancellation;

4. The effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and

5. Any other information the general partners filing the certificate determine.
A.R.S. § 29-353 — Arizona Code / Title 29 / Chapter 3 / Article 9 / Section 353
29-353 Cancellation of registration
Status: in_force

29-353. Cancellation of registration

A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.
A.R.S. § 29-2407 — Arizona Code / Title 29 / Chapter 6 / Article 4 / Section 2407
29-2407 Ineffectiveness of conversion due to law of foreign jurisdiction
Status: in_force

29-2407. Ineffectiveness of conversion due to law of foreign jurisdiction

A. If a statement of conversion is filed with the appropriate filing authority but the conversion is not authorized by the law of the relevant foreign jurisdiction as required by either section 29-2401, subsection A, paragraph 2 or subsection B, the conversion is ineffective.  A statement of ineffectiveness of conversion must be signed on behalf of the entity on behalf of which the statement of conversion was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.

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

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

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

3. A statement that the conversion 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 conversion, or if another person has adopted as a trade name the name of that entity, the entity that attempted the conversion 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 conversion 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 conversion, 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 conversion and its interest holders, governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective conversion 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. § 29-3113 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3113
29-3113 Reservation of name
Status: reserved

29-3113. Reservation of name

A. A person may reserve the exclusive use of a name that complies with section 29-3112 by delivering an application to the commission for filing.  The application must state the name and address of the applicant and the name to be reserved.  If the commission finds that the name is available, the commission shall reserve the name for the applicant's exclusive use for one hundred twenty days.

B. The owner of a reserved name may transfer the reservation to another person by delivering to the commission a signed notice in a record of the transfer that states the name and address of the person to which the reservation is being transferred.
A.R.S. § 29-2202 — Arizona Code / Title 29 / Chapter 6 / Article 2 / Section 2202
29-2202 Plan of merger
Status: in_force

29-2202. Plan of merger

A. A domestic entity may become a merging entity in a merger under this article by approving a plan of merger. The plan must be in a record and contain:

1. As to each merging entity, its name, its jurisdiction of organization and its type.

2. If the surviving entity is one of the merging entities, its name, its jurisdiction of organization and its type.

3. If the surviving entity is to be organized as a result of the merger, a statement to that effect and its name, its jurisdiction of organization and its type.

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

5. If the surviving entity is a filing entity and is one of the merging entities, any proposed amendments to its public organizational document.

6. If the surviving entity is one of the merging entities, any proposed amendments to its private organizational documents that are in a record.

7. If the surviving entity is to be organized as a result of the merger, its proposed public organizational document, if any, and the full text of its private organizational rules that are proposed to be in a record.

8. The other terms and conditions of the merger, if any.

9. Any other provisions required by the law of a merging entity's jurisdiction of organization or the organizational documents of a merging entity.

B. A plan of merger may contain any other provisions not prohibited by law.
A.R.S. § 29-3504 — Arizona Code / Title 29 / Chapter 7 / Article 5 / Section 3504
29-3504 Power of legal representative of deceased member
Status: in_force

29-3504. Power of legal representative of deceased member

If a member dies, the deceased member's legal representative may exercise both of the following:

1. The rights of a transferee provided in section 29-3502, subsection C.

2. For the purposes of settling the estate, the rights the deceased member had under section 29-3410.
A.R.S. § 29-3211 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3211
29-3211 Certificate of good standing or registration
Status: in_force

29-3211. Certificate of good standing or registration

A. On request of any person, and after payment of the requisite fee, the commission shall issue a certificate of good standing for a limited liability company or a certificate of registration for a registered foreign limited liability company or a registered foreign series if the facts under subsection B of this section are true as of the date of the certificate.

B. A certificate under subsection A of this section shall be issued if:

1. In the case of a limited liability company, all of the following apply:

(a) The articles of organization have been filed and have taken effect.

(b) A statement of administrative dissolution or articles of termination have not been filed.

(c) The records of the commission do not otherwise reflect that the company has been dissolved or terminated.

(d) A proceeding is not pending under section 29-3708.

(e) All fees, taxes, interest and penalties owed to the commission by the limited liability company have been paid.

2. In the case of a registered foreign limited liability company or registered foreign series, all of the following apply:

(a) The foreign company or foreign series is registered to do business in this state.

(b) A notice of termination has not been sent under section 29-3910.

(c) All fees, taxes, interest and penalties owed to the commission by the foreign limited liability company or foreign series have been paid.

C. Subject to any qualification stated in the certificate, a certificate issued by the commission under subsection A of this section may be relied on as conclusive evidence of the facts stated in the certificate.
A.R.S. § 29-2302 — Arizona Code / Title 29 / Chapter 6 / Article 3 / Section 2302
29-2302 Plan of interest exchange
Status: in_force

29-2302. Plan of interest exchange

A. A domestic entity may be the acquired entity in an interest exchange under this article by approving a plan of interest exchange. The plan must be in a record and contain all of the following:

1. The name and type of the acquired entity.

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

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

4. If the acquired entity is a filing entity, any proposed amendments to its public organizational document.

5. Any proposed amendments to the private organizational documents of the acquired entity that are in a record.

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

7. Any other provisions required by the laws of this state or the organizational documents of the acquired entity.

B. A plan of interest exchange may contain any other provisions not prohibited by law.
A.R.S. § 29-102 — Arizona Code / Title 29 / Chapter 1 / Article 1 / Section 102
29-102 Certificate of name required for certain firms
Status: in_force

29-102. Certificate of name required for certain firms

A. Every partnership transacting business in this state under a fictitious name, or a designation not showing the names of the persons interested as partners in the business, shall record with the county recorder of the county in which the place of business is located a certificate stating in full the names of all members of the partnership and their place of residence, signed by the partners and acknowledged. A new certificate shall be recorded upon any change in the membership of the partnership.

B. Persons doing business contrary to this section may not maintain an action upon or on account of a contract or transaction made in the partnership name in any court of this state until they have first recorded the certificate required by this section.
A.R.S. § 29-2107 — Arizona Code / Title 29 / Chapter 6 / Article 1 / Section 2107
29-2107 Reference to external facts
Status: in_force

29-2107. Reference to external facts

A plan may refer to facts that are ascertainable outside of the plan if the manner in which the facts will operate on the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination or action is within the control of a party to the transaction.
A.R.S. § 29-1086 — Arizona Code / Title 29 / Chapter 5 / Article 9 / Section 1086
29-1086 Effect of transaction; definition
Status: in_force

29-1086. Effect of transaction; definition

A. If the post-transaction entity is a domestic 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.

B. If the obligations incurred before the transaction by a domestic 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 partnership that is a party to or otherwise undertakes a transaction who does not become a partner or any other interest holder of the post-transaction entity is dissociated from the partnership, of which that partner was a partner, as of the date the transaction takes effect. The post-transaction entity shall cause the partner's interest in the partnership to be purchased under section 29-1061 or another statute specifically applicable to that partner's interest with respect to a 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. § 29-3111 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3111
29-3111 Supplemental principles of law and equity
Status: in_force

29-3111. Supplemental principles of law and equity

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
A.R.S. § 29-3206 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3206
29-3206 Filing requirements
Status: in_force

29-3206. Filing requirements

A. To be filed by the commission pursuant to this chapter, a record must be received by the commission, comply with this chapter and satisfy the following:

1. The filing of the record must be required or allowed by this chapter.

2. The record must be physically delivered in written form unless the commission allows electronic delivery of records.  If the commission allows electronic delivery of records, the records may be electronically delivered only to the extent the commission allows.

3. The words in the record must be in English and numbers must be in Arabic or Roman numerals, but the name of an entity is not required to be in English if the name is written in English letters or Arabic or Roman numerals.

4. The record must be signed by a person authorized or required under this chapter to sign the record.

5. The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but is not required to contain a seal, attestation, acknowledgment or verification.

B. If a law other than this chapter prohibits the disclosure by the commission of information contained in a record delivered to the commission for filing, the commission shall file the record if the record otherwise complies with this chapter but may redact the information.

C. When a record is delivered to the commission for filing, any fee or penalty required to be paid under this chapter must be paid in a manner allowed by the commission.

D. The commission may require that a record delivered in written form be accompanied by an identical or conformed copy.

E. The commission may provide forms for filings required or allowed to be made by this chapter, but, except as otherwise provided in subsection F of this section, their use is not required.

F. The commission may require that a cover sheet for a filing be on a form prescribed by the commission.
A.R.S. § 29-3107 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3107
29-3107 Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company
Status: in_force

29-3107. Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company

A. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition.  An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

B. The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject to section 29-3409, subsections D and L, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:

1. Is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member.

2. Is not effective to the extent the amendment imposes a new debt, obligation or other liability on the transferee or person dissociated as a member.

C. If a record delivered by a limited liability company to the commission for filing becomes effective and contains a provision that would be ineffective under section 29-3105, subsection C if contained in the operating agreement, the provision is ineffective in the record.

D. Subject to subsection C of this section, if a record delivered by a limited liability company to the commission for filing becomes effective and conflicts with a provision of the operating agreement:

1. The agreement prevails as to members, persons dissociated as members, transferees and managers.

2. The record prevails as to other persons to the extent they reasonably rely on the record.
A.R.S. § 29-3912 — Arizona Code / Title 29 / Chapter 7 / Article 9 / Section 3912
29-3912 Action by attorney general
Status: in_force

29-3912. Action by attorney general

The attorney general may maintain an action to enjoin a foreign limited liability company or foreign series from doing business in this state in violation of this article.
A.R.S. § 29-339 — Arizona Code / Title 29 / Chapter 3 / Article 7 / Section 339
29-339 Nature of partnership interest
Status: in_force

29-339. Nature of partnership interest

A partnership interest is personal property.
A.R.S. § 29-368 — Arizona Code / Title 29 / Chapter 3 / Article 13 / Section 368
29-368 Definitions
Status: in_force

29-368. Definitions

A. In this article, unless the context otherwise requires:

1. "Plan" means a plan of merger, interest exchange, conversion, domestication or division, as applicable.

2. "Transaction" means a merger, an interest exchange, a conversion, a domestication or a division, as applicable.

B. Except for terms defined in chapters 1 through 17 of this title or unless the context otherwise requires, terms used in this article have the same meanings prescribed in chapter 6 of this title.
A.R.S. § 29-1026 — Arizona Code / Title 29 / Chapter 5 / Article 3 / Section 1026
29-1026 Partner's liability
Status: in_force

29-1026. Partner's liability

A. Except as otherwise provided in subsections B, C and D of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.

B. A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.

C. Obligations incurred by a partnership or a limited partnership while the partnership or limited partnership is a limited liability partnership, whether arising in contract, tort or otherwise, are solely the obligations of the limited liability partnership. A partner is not personally liable, directly or indirectly, including by way of contribution or indemnification, for such obligations of the limited liability partnership incurred during the time the partnership or limited partnership is a limited liability partnership solely by reason of being or acting as such a partner. Notwithstanding contrary provisions in a partnership agreement existing prior to the effective date of a statement of qualification, the filing of a statement pursuant to section 29-1101 creates a presumption that the partners have agreed to the applicability of this subsection.

D. If a limited partnership is a limited liability partnership, this section applies to its general partners and to any of its limited partners who, under the provisions of chapter 3 of this title, are liable for the debts or obligations of the partnership.

E. Failure to observe the entity formalities otherwise applicable to the conduct or management of the business of the limited liability partnership is not a ground for imposing personal liability on any partner for the acts or debts of the limited liability partnership.

F. A partner may not receive a distribution from a limited liability partnership to the extent the distribution constitutes a transfer in violation of title 44, chapter 8.
A.R.S. § 29-337 — Arizona Code / Title 29 / Chapter 3 / Article 6 / Section 337
29-337 Limitations on distribution; treatment as income
Status: in_force

29-337. Limitations on distribution; treatment as income

A. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.

B. Except as otherwise provided in the partnership agreement or the trust instrument, a distribution to a partner that is a charitable remainder trust as defined in section 664(d) of the internal revenue code is income for the purposes of title 14, chapter 7, article 4 to the extent that the value of the partnership interest after distribution is equal to or greater than its value at the date of contribution of the partnership interest to the charitable remainder trust. In this section, "internal revenue code" has the same meaning prescribed in section 43-105.
A.R.S. § 29-2104 — Arizona Code / Title 29 / Chapter 6 / Article 1 / Section 2104
29-2104 Required notice or approval
Status: in_force

29-2104. Required notice or approval

A. A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger must give the notice or obtain the approval in order to be a party to an interest exchange, conversion, domestication or division, unless the law pertaining to the notice or approval provides otherwise.

B. Property held for a charitable purpose under the laws of this state by a domestic or foreign entity immediately before a transaction effected under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted or devised unless, to the extent required by or pursuant to the laws of this state concerning cy pres or other laws dealing with nondiversion of charitable assets, the entity obtains an appropriate order of a court of competent jurisdiction specifying the disposition of the property.
A.R.S. § 29-3701 — Arizona Code / Title 29 / Chapter 7 / Article 7 / Section 3701
29-3701 Events causing dissolution
Status: in_force

29-3701. Events causing dissolution

A. A limited liability company is dissolved, and its activities and affairs must be wound up, on the occurrence of any of the following:

1. An event or circumstance that the operating agreement or articles of organization state causes dissolution.

2. The consent to dissolution is given in a record signed by the number of members specified in the operating agreement or, if none is specified, by a majority in interest of the members and by one or more members that on dissolution of the company and liquidation of its assets would be entitled to receive more than one-half of the value of all assets to be distributed to all members on liquidation.

3. The passage of one hundred eighty consecutive days during which the company has no members unless before the end of the period both of the following occur:

(a) Consent to admit at least one specified person as a member is given in a record signed by one or more transferees that on dissolution of the company and liquidation of its assets would be entitled to receive more than one-half of the value of all assets to be distributed to all transferees at the time the consent is to be effective.

(b) At least one person becomes a member in accordance with the consent.

4. On application by a member, the entry by a court of competent jurisdiction of an order dissolving the company on the grounds that any of the following apply:

(a) The conduct of all or substantially all of the company's activities and affairs is unlawful.

(b) It is not reasonably practicable to carry on the company's activities and affairs in conformity with the articles of organization and the operating agreement.

(c) The members or managers are deadlocked in the management of the company and irreparable injury to the company is threatened or being suffered or the activities and affairs of the company cannot be conducted to the advantage of the members because of the deadlock.

(d) The managers or those members in control of the company do any of the following:

(i) Have acted or are acting in a manner that is illegal or fraudulent with respect to the activities and affairs of the company, causing or threatening a material and adverse effect on the company or the applicant.

(ii) Have wilfully or persistently breached the operating agreement or the duty of loyalty under section 29-3409, as modified by the operating agreement, causing or threatening a material and adverse effect on the company or the applicant.

(iii) Have wasted, misapplied or diverted substantial assets of the company for purposes not related to the activities and affairs of the company, causing or threatening a material and adverse effect on the company.

5. The signing and filing of a statement of administrative dissolution by the commission under section 29-3708.

B. In a proceeding brought under subsection A, paragraph 4 of this section, the court may order a remedy other than dissolution.
A.R.S. § 29-1028 — Arizona Code / Title 29 / Chapter 5 / Article 3 / Section 1028
29-1028 Liability of purported partner
Status: in_force

29-1028. Liability of purported partner

A. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons who are not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies on the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.

B. If a person pursuant to subsection A is represented to be a partner in an existing partnership, or with one or more persons who are not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance on the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or partnership obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

C. A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.

D. A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.

E. Except as otherwise provided in subsections A and B, persons who are not partners as to each other are not liable as partners to other persons.
A.R.S. § 29-2703 — Arizona Code / Title 29 / Chapter 6 / Article 7 / Section 2703
29-2703 Saving clause
Status: in_force

29-2703. Saving clause

This chapter does not affect an action or proceeding commenced or right accrued before the effective date of this section.
A.R.S. § 29-2403 — Arizona Code / Title 29 / Chapter 6 / Article 4 / Section 2403
29-2403 Approval of conversion
Status: in_force

29-2403. Approval of conversion

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

1. By a domestic converting entity:

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

(b) If neither its governing statute nor its organizational documents provide for approval of a conversion, in accordance with the requirements, if any, in its governing statute or organizational documents for approval of a merger between unaffiliated entities, as if the conversion were a merger.

(c) If neither its governing statute nor its organizational documents provide for approval of a conversion or a merger, 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 converting entity that will have interest holder liability for obligations that arise after the conversion becomes effective, unless both:

(a) The organizational documents of the entity expressly provide in a record for the approval of a conversion or 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 conversion of a foreign converting 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. § 29-325 — Arizona Code / Title 29 / Chapter 3 / Article 4 / Section 325
29-325 Contributions by general partner
Status: in_force

29-325. Contributions by general partner

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
A.R.S. § 29-3205 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3205
29-3205 Liability for inaccurate information in filed record
Status: in_force

29-3205. Liability for inaccurate information in filed record

A. If a record that is delivered to the commission for filing under this chapter and that is filed by the commission contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:

1. A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed.

2. Subject to subsection B of this section, a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if both of the following apply:

(a) The record was delivered for filing on behalf of the company.

(b) The member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied on so that, before the reliance, the member or manager reasonably could have done any of the following:

(i) Effected an amendment under section 29-3202.

(ii) Filed a petition under section 29-3204.

(iii) Delivered to the commission for filing a statement of change under section 29-3116 or a statement of correction under section 29-3209.

B. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the commission for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in subsection A, paragraph 2 of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility.

C. An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that, to that individual's knowledge, the information stated in the record is accurate.

D. A person that signs a record, or causes another to sign it on the person's behalf, knowing that the record contains inaccurate information at the time it is signed, is liable to the limited liability company and to each member of the company for damages resulting from the inaccurate information.

E. The prevailing party in an action to recover damages under this section is entitled to an award for its costs and reasonable attorney fees.
A.R.S. § 29-1004 — Arizona Code / Title 29 / Chapter 5 / Article 1 / Section 1004
29-1004 Supplemental principles of law
Status: in_force

29-1004. Supplemental principles of law

A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

B. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in section 44-1201.
A.R.S. § 29-1110 — Arizona Code / Title 29 / Chapter 5 / Article 11 / Section 1110
29-1110 Uniformity of application and construction
Status: in_force

29-1110. Uniformity of application and construction

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
A.R.S. § 29-2506 — Arizona Code / Title 29 / Chapter 6 / Article 5 / Section 2506
29-2506 Effect of domestication
Status: in_force

29-2506. Effect of domestication

A. When a domestication becomes effective:

1. The domesticated entity is both:

(a) Organized under and subject to the governing statute of the domesticated entity.

(b) The same entity without interruption as the domesticating entity.

2. All property, including rights, privileges, immunities and powers of the domesticating entity, remains vested in the domesticated entity without assignment, reversion or impairment.

3. All obligations of the domesticating entity continue as obligations of the domesticated entity.

4. Except as provided by law other than this chapter or the plan of domestication, all of the rights, privileges, immunities, powers and purposes of the domesticating entity remain in the domesticated entity.

5. The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding.

6. If the domesticated entity is a domestic filing entity, its public organizational document is effective and is binding on its interest holders.

7. If the domesticated entity is a domestic limited liability partnership, its statement of qualification is effective simultaneously.

8. If the domesticated entity is to be a qualified foreign entity, the documents it filed to become a qualified foreign entity are effective simultaneously.

9. The private organizational documents of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication are effective and are binding.

10. The interests in the domesticating entity are converted and the interest holders of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under section 29-2109 and the domesticating entity's governing statute.

B. Except as provided in the plan of domestication or in the governing statute or organizational documents of the domesticating entity, the domestication 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 domesticating entity.

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

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

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

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

3. The governing statute and organizational documents of the domestic domesticating 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 domestication 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 a domestic domesticating entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the domestication had not occurred.

E. When a domestication becomes effective, a foreign entity that is the domesticated entity:

1. May be served with process in this state for the collection and enforcement of any of its obligations that arise before the domestication becomes effective, including obligations arising out of the exercise of appraisal rights.

2. If it is not a qualified foreign entity, appoints the appropriate filing authority as its agent for service of process for collecting or enforcing those obligations.

F. When the domestication becomes effective, the authority, registration or other qualification granted by the appropriate filing authority to transact business or conduct affairs in this state of a domesticating entity that is a qualified foreign entity is automatically revoked or canceled.

G. A domestication does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
A.R.S. § 29-3106 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3106
29-3106 Operating agreement; effect on limited liability company and persons becoming members; preformation agreement
Status: in_force

29-3106. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement

A. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.

B. A person that becomes a member is deemed to assent to the operating agreement.

C. Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that on the formation of the company the agreement will become the operating agreement.  One person intending to become the initial member of a limited liability company may assent to terms providing that on the formation of the company the terms will become the operating agreement.
A.R.S. § 29-103 — Arizona Code / Title 29 / Chapter 1 / Article 1 / Section 103
29-103 Partnerships not required to record certificate
Status: in_force

29-103. Partnerships not required to record certificate

A. A partnership transacting business under a firm name or style which contains the surnames of all persons interested as partners, or one formed for the practice of law, is not required to record a certificate as required by section 29-102.

B. A commercial or banking partnership established and transacting business without the state under a name which is fictitious or does not show the names of the persons interested as partners may, without recording a certificate as required by section 29-102, use in this state the partnership name used by it without the state.

C. A domestic limited partnership which has filed or recorded a certificate of limited partnership under applicable laws may transact business under the name set forth in such certificate without recording a certificate as required by section 29-102.

D. A foreign limited partnership which has registered pursuant to section 29-349 may transact business in this state under the name set forth in such registration without recording a certificate as required by section 29-102.

E. A partnership that is engaged in this state in the practice of public accounting as certified public accountants and that complies with section 32-731 is not required to record a certificate as required by section 29-102.

F. A domestic limited liability partnership that is registered pursuant to section 29-1101 may transact business in this state under the name set forth in its registration without recording a certificate as required by section 29-102.

G. A foreign limited liability partnership that is registered pursuant to section 29-1106 may transact business in this state under the name set forth in its registration without recording a certificate as required by section 29-102.
A.R.S. § 29-312 — Arizona Code / Title 29 / Chapter 3 / Article 2 / Section 312
29-312 Execution by judicial act
Status: in_force

29-312. Execution by judicial act

If a person required by section 29-311 to execute any certificate of limited partnership fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court in the county where the partnership office is located to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.
A.R.S. § 29-352 — Arizona Code / Title 29 / Chapter 3 / Article 9 / Section 352
29-352 Changes and amendments
Status: in_force

29-352. Changes and amendments

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state a certificate, signed and sworn to by a general partner, correcting such statement.
A.R.S. § 29-1034 — Arizona Code / Title 29 / Chapter 5 / Article 4 / Section 1034
29-1034 General standards of partner's conduct
Status: in_force

29-1034. General standards of partner's conduct

A. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections B and C.

B. A partner's duty of loyalty to the partnership and the other partners is limited to the following:

1. To account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity.

2. To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership.

3. To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.

C. A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.

D. A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

E. A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.

F. A partner may lend money to and transact other business with the partnership if the loan or other business transaction is approved pursuant to subsection H, and as to each loan or transaction, the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.

G. This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.

H. All of the partners or a lesser number or percentage specified in the partnership agreement may authorize or ratify an act or transaction that otherwise would violate a fiduciary duty of a partner.
A.R.S. § 29-2501 — Arizona Code / Title 29 / Chapter 6 / Article 5 / Section 2501
29-2501 Domestication authorized; definition
Status: in_force

29-2501. Domestication authorized; definition

A. By complying with this article, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.

B. A foreign entity may become a domestic entity of the same type in this state under this article if the domestication is authorized by the law of the foreign entity's jurisdiction of organization.

C. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision applies to a domestication of the entity as if the domestication were a merger until the agreement is amended after the effective date of this section.

D. "Domestic entity", when used in this article in reference to a foreign jurisdiction, means an entity whose internal affairs are governed by the law of the foreign jurisdiction.
A.R.S. § 29-367 — Arizona Code / Title 29 / Chapter 3 / Article 12 / Section 367
29-367 Limited partnership as limited liability partnership
Status: in_force

29-367. Limited partnership as limited liability partnership

A. A limited partnership is a limited liability partnership as well as a limited partnership if it:

1. Qualifies as a limited liability partnership as provided in section 29-1101 as permitted by its written partnership agreement or, if its written partnership agreement is silent, with the consent of the partners required to amend its written partnership agreement; and

2. Has a name that complies with the requirements of sections 29-302 and 29-1102.

B. In applying section 29-1101 to a limited partnership, all references to partners mean general partners.

C. If a limited partnership is a limited liability partnership, section 29-1026 applies to its general partners and to any of its limited partners who under the provisions of this chapter are liable for the debts or obligations of the partnership.
A.R.S. § 29-3902 — Arizona Code / Title 29 / Chapter 7 / Article 9 / Section 3902
29-3902 Registration to do business in this state
Status: in_force

29-3902. Registration to do business in this state

A. A foreign limited liability company or a foreign series may not do business in this state until the foreign limited liability company or foreign series registers with the commission under this article.

B. A foreign limited liability company or a foreign series doing business in this state may not maintain an action or proceeding in this state unless the foreign limited liability company or foreign series is registered to do business in this state.

C. The failure of a foreign limited liability company or a foreign series to register to do business in this state does not impair the validity of a contract or act of the foreign company or foreign series or preclude it from defending an action or proceeding in this state.

D. A limitation on the liability of a member or manager of a foreign limited liability company or foreign series is not waived solely because the foreign company or foreign series does business in this state without registering to do business in this state.

E. Section 29-3901 applies even if a foreign limited liability company or foreign series fails to register under this article.
A.R.S. § 29-1104 — Arizona Code / Title 29 / Chapter 5 / Article 10 / Section 1104
29-1104 Designated office and agent for service of process
Status: in_force

29-1104. Designated office and agent for service of process

A. A limited liability partnership and a foreign limited liability partnership authorized to do business in this state shall designate and continuously maintain in this state a statutory agent for service of process on the limited liability partnership. The sole duty of the statutory agent is to forward to the registered limited liability partnership or foreign registered limited liability partnership at its last known address any process, notice or demand that is served on the statutory agent.

B. An agent must be an individual resident of this state, a domestic corporation, a domestic limited liability company, a foreign corporation or foreign limited liability company authorized to do business in this state.

C. A limited liability partnership or a foreign limited liability partnership may change its agent for service of process by filing an amendment to the statement as provided in section 29-1005, subsection D. An amendment or cancellation is effective at the time of its filing unless a later date is set forth in the certificate of amendment.

D. An agent for service of process may resign by signing and filing with the office of the secretary of state a certificate of resignation. The secretary of state shall mail a copy of the filed certificate to the limited liability partnership at its chief executive office. An agency is terminated on the thirty-first day after the certificate is filed with the office of the secretary of state.

E. A notice of change in statutory agent shall be executed promptly by a limited liability partnership or foreign limited liability partnership whenever its statutory agent dies, resigns or ceases to satisfy the requirements of this section. If a limited liability partnership or a foreign limited liability partnership fails to appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the agent's address, the secretary of state is an agent of the partnership upon whom process, notice or demand may be served.

F. If a statutory agent changes his business address to another place within this state, he shall change his address for any limited liability partnership or foreign limited liability partnership of which he is a statutory agent by filing a notice signed, either manually or in facsimile by the statutory agent, and reciting that a copy of the notice has been mailed to the limited liability partnership at its chief executive office.

G. The statutory agent of a limited liability partnership or foreign limited liability partnership is the limited liability partnership's agent for service of process, notice or demand required or permitted by law to be served on the limited liability partnership. This section does not prescribe the only means of serving a limited liability partnership or a foreign limited liability partnership.
A.R.S. § 29-326 — Arizona Code / Title 29 / Chapter 3 / Article 4 / Section 326
29-326 Voting
Status: in_force

29-326. Voting

The partnership agreement may grant to all or certain identified general partners the right to vote on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.
A.R.S. § 29-365 — Arizona Code / Title 29 / Chapter 3 / Article 11 / Section 365
29-365 Effect of enactment on accrued rights
Status: in_force

29-365. Effect of enactment on accrued rights

The enactment of this chapter does not affect any right accrued or established or any liability or penalty incurred under any prior statute relating to limited partnerships.
A.R.S. § 29-3408 — Arizona Code / Title 29 / Chapter 7 / Article 4 / Section 3408
29-3408 Reimbursement; indemnification; advancement; insurance
Status: in_force

29-3408. Reimbursement; indemnification; advancement; insurance

A. A limited liability company shall reimburse a present or former member of a member-managed company or manager of a manager-managed company for any payment made by the member or manager in the course of the member's or manager's activities on behalf of the company if the member or manager complied with sections 29-3405, 29-3407 and 29-3409, in each case as modified by the operating agreement, in making the payment.

B. A limited liability company shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation or other liability incurred by the person by reason of the person's former or present capacity as a member or manager if the claim, demand, debt, obligation or other liability does not arise from the person's breach of the operating agreement or section 29-3405, 29-3407 or 29-3409, in each case as modified by the operating agreement.

C. A limited liability company may advance reasonable expenses, including attorney fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a member or manager, but the person must repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection B of this section.

D. A limited liability company may reimburse, indemnify and hold harmless a present or former member of a member-managed company or manager of a manager-managed company for any payment and with respect to any claim, demand, debt, obligation or other liability, except that the approval of all members, after disclosure of all material facts, is required to reimburse, indemnify or hold harmless a person with respect to any act, omission or transaction by the person that constitutes a violation of the operating agreement or section 29-3405, 29-3407 or 29-3409, in each case as modified by the operating agreement.

E. A limited liability company may purchase and maintain insurance on behalf of a member or manager against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under section 29-3105, subsection C, paragraph 6, the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability.
A.R.S. § 29-370 — Arizona Code / Title 29 / Chapter 3 / Article 13 / Section 370
29-370 Action on plan
Status: in_force

29-370. Action on plan

The plan must be approved by all of the partners or a number or percentage specified for the transaction in the partnership agreement.
A.R.S. § 29-311 — Arizona Code / Title 29 / Chapter 3 / Article 2 / Section 311
29-311 Execution of certificates
Status: in_force

29-311. Execution of certificates

A. Each certificate required by this article to be filed in the office of the secretary of state shall be executed in the following manner:

1. An original certificate of limited partnership shall be signed by all general partners.

2. A certificate of amendment or a restated certificate of limited partnership shall be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner.

3. A certificate of cancellation shall be signed by all general partners.

B. Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.

C. The execution of a certificate by a general partner constitutes an affirmation by the general partner under the penalties of perjury that the facts stated therein are true, but the general partner's execution is not required to be acknowledged before a notary or otherwise verified.
A.R.S. § 29-2702 — Arizona Code / Title 29 / Chapter 6 / Article 7 / Section 2702
29-2702 Relation to electronic signatures in global and national commerce act
Status: in_force

29-2702. Relation to electronic signatures in global and national commerce act

This chapter modifies, limits and supersedes the electronic signatures in global and national commerce act (P.L. 106-229; 114 Stat. 464; 15 United States Code sections 7001 through 7031) but does not modify, limit or supersede 15 United States Code section 7001(c) or authorize electronic delivery of any of the notices described in 15 United States Code section 7003(b).
A.R.S. § 29-3406 — Arizona Code / Title 29 / Chapter 7 / Article 4 / Section 3406
29-3406 Liability for improper distributions
Status: in_force

29-3406. Liability for improper distributions

A. A person that receives a distribution that violates section 29-3405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid to that person under section 29-3405.

B. An action under this section is barred unless commenced not later than three years after the distribution.
A.R.S. § 29-3403 — Arizona Code / Title 29 / Chapter 7 / Article 4 / Section 3403
29-3403 Liability for contributions
Status: in_force

29-3403. Liability for contributions

A. A person's obligation to make a contribution to a limited liability company is not enforceable unless the obligation is set forth in a record signed by the person or as otherwise provided in section 29-3502, subsection H.  A person's obligation to make a contribution to the company is not excused by the person's death, disability, termination or other inability to perform personally.

B. If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company to contribute monies equal to the value of the part of the contribution that has not been made.

C. The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the members.  If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in subsection A of this section without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
A.R.S. § 29-3203 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3203
29-3203 Signing of records to be delivered for filing to the commission
Status: in_force

29-3203. Signing of records to be delivered for filing to the commission

A. A record delivered to the commission for filing pursuant to this chapter must be signed as follows:

1. Except as otherwise provided in paragraphs 2 and 3 of this subsection, a record signed by a limited liability company, foreign limited liability company or foreign series must be signed by a person authorized by the company, foreign company or foreign series.

2. A company's initial articles of organization must be signed by at least one person acting as an organizer.  The organizer or organizers may be, but are not required to be, managers or members of the company.

3. A record delivered on behalf of a dissolved limited liability company that has no member must be signed by the person winding up the company's activities and affairs under section 29-3702, subsection C or a person appointed under section 29-3702, subsection D to wind up the activities and affairs.

4. Any other record delivered on behalf of a person to the commission for filing must be signed by that person.

B. A record delivered for filing under this chapter may be signed by an agent.  Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.

C. A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.
A.R.S. § 29-3121 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3121
29-3121 Reservation of power to amend or repeal
Status: in_force

29-3121. Reservation of power to amend or repeal

The legislature of this state has the power to amend or repeal all or any part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.
A.R.S. § 29-3212 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3212
29-3212 Interrogatories by the commission; information disclosed by interrogatories
Status: in_force

29-3212. Interrogatories by the commission; information disclosed by interrogatories

A. The commission may propound to any limited liability company, registered foreign limited liability company, designating foreign company or registered foreign series and to any member or manager of the company or series interrogatories as may be reasonably necessary and proper to enable the commission to ascertain whether the company or series complied with all applicable provisions of this chapter.  The interrogatories shall be answered within thirty days after the mailing of the interrogatories or within an additional time fixed by the commission, and the answers to the interrogatories shall be full and complete and shall be made in writing and under penalty of perjury.  If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to a company or foreign series they shall be answered by a member, if the company or foreign series is a member-managed company or foreign series, or by a manager, if the company or foreign series is a manager-managed company or foreign series.  The commission is not required to file any document to which the interrogatories relate until the interrogatories have been answered as provided in this section or if the answers to the interrogatories disclose that the document is not in conformity with this chapter.  The commission shall certify to the attorney general, for such action as the attorney general deems appropriate, all interrogatories and answers to the interrogatories that disclose a violation of any of the provisions of this chapter.

B. Interrogatories propounded by the commission and the answers to the interrogatories are not open to public inspection and the commission may not disclose any facts or information obtained from the interrogatories and answers, except that such interrogatories, answers, facts or information may be made open to public inspection or disclosed if the commission's official duty requires the facts or information to be made public or if the interrogatories or the answers are required for evidence in any criminal proceeding or in any other action by this state.
A.R.S. § 29-2110 — Arizona Code / Title 29 / Chapter 6 / Article 1 / Section 2110
29-2110 Recording of statements
Status: in_force

29-2110. Recording of statements

After approval for filing by the appropriate filing authority, a certified copy of a statement of merger under section 29-2205, a statement of interest exchange under section 29-2305, a statement of conversion under section 29-2405, a statement of domestication under section 29-2505 or a statement of division under section 29-2605 may be recorded with the county recorder in any county. The recorder is authorized to accept the statement. An affidavit of value is not necessary. The recorder shall index the statement in the same manner as other recordings. On recordation, the statement is prima facie evidence of any transfer of any real property that occurs on the effectiveness of the transactions described in the statement. The statement may be accompanied by instructions to the assessor to transmit tax billings for any real property affected by the statement to a specified recipient.
A.R.S. § 29-1101 — Arizona Code / Title 29 / Chapter 5 / Article 10 / Section 1101
29-1101 Statement of qualification
Status: in_force

29-1101. Statement of qualification

A. A partnership or limited partnership may become a limited liability partnership pursuant to this section.

B. The terms and conditions of a partnership or limited partnership becoming a limited liability partnership must be approved by the vote necessary to amend the partnership agreement.

C. After the approval provided in subsection B of this section, a partnership or limited partnership may file a statement of qualification which shall include the following:

1. The name of the partnership or limited partnership and the name of the limited liability partnership;

2. The street address of the chief executive office of the partnership or limited partnership and, if the chief executive office is not located in this state, the street address of an office in this state, if any;

3. The name and street address of its agent for service of process pursuant to section 29-1104;

4. A statement that the partnership or limited partnership is applying for status as a limited liability partnership;

5. A delayed effective date, if any.

D. The status of the partnership or limited partnership as a limited liability partnership is effective on the later of the filing of the statement or a later date specified in the statement and such status remains effective, regardless of changes in the partnership or limited partnership, until the statement is canceled under section 29-1005, subsection D or revoked under section 29-1103.

E. The status of a partnership or limited partnership as a limited liability partnership and the liability of its partners shall not be affected by errors or subsequent changes in the information required to be set forth in the statement of qualification under subsection C of this section.

F. The filing of the statement of qualification is conclusive proof that a partnership or limited partnership has satisfied all conditions precedent to the qualification of a partnership or limited partnership as a limited liability partnership.

G. An amendment or cancellation of a statement of qualification is effective at the time of its filing or on a later delayed effective date specified in the amendment or cancellation.

H. Execution of a statement or a certificate by a limited liability partnership or a foreign limited liability partnership constitutes an affirmation by the person who signed it under the penalties of perjury that the facts stated in the application or certificate are true.
A.R.S. § 29-315 — Arizona Code / Title 29 / Chapter 3 / Article 2 / Section 315
29-315 Scope of notice
Status: in_force

29-315. Scope of notice

The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
A.R.S. § 29-341 — Arizona Code / Title 29 / Chapter 3 / Article 7 / Section 341
29-341 Rights of judgment creditor
Status: in_force

29-341. Rights of judgment creditor

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partner's partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest. This section provides the exclusive remedy by which a judgment creditor of a partner may satisfy a judgment out of the judgment debtor's interest in the partnership.
A.R.S. § 29-308 — Arizona Code / Title 29 / Chapter 3 / Article 2 / Section 308
29-308 Certificate of limited partnership
Status: in_force

29-308. Certificate of limited partnership

A. In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth all of the following:

1. The name of the limited partnership.

2. The address of the office and the name and address of the agent for service of process required to be maintained by section 29-304.

3. The name and the business address of each general partner.

4. The latest date, if any, on which the limited partnership must dissolve.

5. Any other matters the general partners determine to include therein.

B. A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership continues perpetually unless it is otherwise provided in the partnership's certificate of limited partnership or partnership agreement or the limited partnership is dissolved pursuant to this chapter.

C. A limited partnership may file a combined certificate of limited partnership and a limited liability partnership statement of qualification if the combined filing indicates in its heading or introductory paragraph that it contains both a certificate of limited partnership and a limited liability partnership statement of qualification.
A.R.S. § 29-332 — Arizona Code / Title 29 / Chapter 3 / Article 6 / Section 332
29-332 Withdrawal of general partner
Status: in_force

29-332. Withdrawal of general partner

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him. The withdrawal of a general partner who is also a limited partner does not constitute withdrawal of the partner as a limited partner or affect the partner’s rights as a limited partner.
A.R.S. § 29-356 — Arizona Code / Title 29 / Chapter 3 / Article 10 / Section 356
29-356 Right of action
Status: in_force

29-356. Right of action

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
A.R.S. § 29-3906 — Arizona Code / Title 29 / Chapter 7 / Article 9 / Section 3906
29-3906 Noncomplying name of foreign limited liability company
Status: in_force

29-3906. Noncomplying name of foreign limited liability company

A. A foreign limited liability company or foreign series whose name does not comply with section 29-3112 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 29-3112. After registering to do business in this state with an alternate name, a foreign company or foreign series shall do business in this state under any of the following:

1. The alternate name.

2. The foreign company's or foreign series' name, with the addition of its jurisdiction of formation.

3. A name the foreign company or foreign series is authorized to use under section 44-1460.

B. If a registered foreign limited liability company or foreign series changes its name to one that does not comply with section 29-3112, it may not do business in this state until it complies with subsection A of this section by amending its registration to adopt an alternate name that complies with section 29-3112.
A.R.S. § 29-2504 — Arizona Code / Title 29 / Chapter 6 / Article 5 / Section 2504
29-2504 Amendment or abandonment of plan of domestication
Status: in_force

29-2504. Amendment or abandonment of plan of domestication

A. A plan of domestication of a domestic domesticating 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 domestication 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 domesticating entity under the plan.

(b) The public organizational document or private organizational documents of the domestic domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domestic domesticated 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 domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective pursuant to section 29-2505, the plan may be abandoned by the domestic domesticating 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 domesticating entity, unless prohibited by the plan.

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

C. If a statement of domestication has been delivered for filing with the appropriate filing authority, the plan of domestication may be abandoned only if the statement of domestication sets forth a delayed effective date under section 29-2505, subsection B, paragraph 3. Such a plan of domestication 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 domesticating entity. A statement of abandonment takes effect on delivery for filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:

1. The name of the domestic domesticating entity.

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

3. A statement that the domestication has been abandoned in accordance with this section.
A.R.S. § 29-316 — Arizona Code / Title 29 / Chapter 3 / Article 2 / Section 316
29-316 Delivery of certificates to limited partners
Status: in_force

29-316. Delivery of certificates to limited partners

Upon the return by the secretary of state pursuant to section 29-313 of a certificate marked "filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.
A.R.S. § 29-3101 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3101
29-3101 Short title
Status: in_force

29-3101. Short title

This chapter may be cited as the "Arizona limited liability company act".
A.R.S. § 29-4201 — Arizona Code / Title 29 / Chapter 7 / Article 12 / Section 4201
29-4201 Uniformity of application and construction
Status: in_force

29-4201. Uniformity of application and construction

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform act.
A.R.S. § 29-2603 — Arizona Code / Title 29 / Chapter 6 / Article 6 / Section 2603
29-2603 Approval of division
Status: in_force

29-2603. Approval of division

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

1. By a domestic dividing entity:

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

(b) If neither its governing statute nor its organizational documents provide for approval of a division, in accordance with the requirements, if any, in its governing statute or organizational documents for approval of a merger between unaffiliated entries, as if the division were a merger.

(c) If neither its governing statute nor its organizational documents provide for approval of a division or a merger, 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, by all of the governors of the entity.

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

(a) The organizational documents of the entity expressly provide in a record for the approval of a division or 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 division of a foreign 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. § 29-1033 — Arizona Code / Title 29 / Chapter 5 / Article 4 / Section 1033
29-1033 Partner's rights and duties with respect to information
Status: in_force

29-1033. Partner's rights and duties with respect to information

A. A partnership shall keep its books and records, if any, at its chief executive office.

B. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

C. Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:

1. Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter.

2. On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
A.R.S. § 29-3501 — Arizona Code / Title 29 / Chapter 7 / Article 5 / Section 3501
29-3501 Nature of transferable interest
Status: in_force

29-3501. Nature of transferable interest

A transferable interest is personal property.
A.R.S. § 29-2401 — Arizona Code / Title 29 / Chapter 6 / Article 4 / Section 2401
29-2401 Conversion authorized
Status: in_force

29-2401. Conversion authorized

A. By complying with this article, a domestic entity may become either of the following:

1. A domestic entity of a different type.

2. A foreign entity of a different type if the conversion is authorized by the law of the foreign jurisdiction.

B. A foreign entity may become a domestic entity of a different type under this article if the conversion is authorized by the law of the foreign entity's jurisdiction of organization.

C. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the agreement is amended after the effective date of this section.
A.R.S. § 29-324 — Arizona Code / Title 29 / Chapter 3 / Article 4 / Section 324
29-324 General powers and liabilities
Status: in_force

29-324. General powers and liabilities

A. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

B. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.

C. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
A.R.S. § 29-3202 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3202
29-3202 Amendment or restatement of articles of organization
Status: in_force

29-3202. Amendment or restatement of articles of organization

A. The articles of organization may be amended or restated at any time, including to:

1. Change the name of the limited liability company.

2. Change from a member-managed limited liability company to a manager-managed limited liability company or from a manager-managed limited liability company to a member-managed limited liability company.

B. The articles of organization shall be amended if there is a statement in the articles that was false or erroneous when it was made or within thirty days after the occurrence of any of the following:

1. A member-managed limited liability company has a change in members.

2. A manager-managed limited liability company has a change in managers or a change in members owning twenty percent or greater interest in the capital or profits of the company.

C. The articles of organization shall be amended or a statement of change shall be filed within thirty days after the occurrence of any of the following:

1. The limited liability company changes its statutory agent.

2. The limited liability company changes its principal address.

3. The address of one or more of the limited liability company's managers or members changes.

4. The address of the statutory agent changes.

D. To amend its articles of organization, a limited liability company must deliver to the commission for filing an amendment stating both of the following:

1. The name of the company.

2. The text of the amendment.

E. To restate its articles of organization without amendment, a limited liability company must deliver to the commission for filing the restated articles, designated as such in the heading, stating both of the following:

1. The name of the company.

2. The text of the restated articles.

F. To amend and restate its articles of organization, a limited liability company must deliver to the commission for filing the amended and restated articles, designated as such in the heading, stating both of the following:

1. The name of the company.

2. The text of the amended and restated articles.

G. If a member of a member-managed limited liability company or a manager of a manager-managed limited liability company knows that any information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances, the member or manager shall promptly do either of the following:

1. Cause the articles to be amended.

2. If appropriate, deliver to the commission for filing a statement of change under section 29-3116 or a statement of correction under section 29-3209.

H. Within sixty days after the commission approves the filing, either of the following must occur:

1. A copy of the amendment, restated articles of organization or amended and restated articles of organization shall be published in a newspaper of general circulation in the county of the statutory agent's street address for three consecutive publications. An affidavit evidencing the publication may be filed with the commission.

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130 if the statutory agent's street address is in a county with a population of more than eight hundred thousand persons.

I. Publication or posting pursuant to subsection H of this section is not required if the amendments to the articles of organization change only any of the following:

1. The names or addresses of members or managers.

2. The company's principal address.

3. The name or address of the statutory agent.

J. A limited liability company that has not amended its articles of organization as required by this section may not maintain an action on or on account of a contract or transaction made in the name of the company in any court of this state until it has amended its articles as required by this section.
A.R.S. § 29-1051 — Arizona Code / Title 29 / Chapter 5 / Article 6 / Section 1051
29-1051 Events causing partner's dissociation
Status: in_force

29-1051. Events causing partner's dissociation

A partner is dissociated from a partnership on the occurrence of any of the following events:

1. The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner.

2. An event agreed to in the partnership agreement as causing the partner's dissociation.

3. The partner's expulsion pursuant to the partnership agreement.

4. The partner's expulsion by the unanimous vote of the other partners if either:

(a) It is unlawful to carry on the partnership business with that partner.

(b) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes that has not been foreclosed, or a court order charging the partner's interest, that has not been foreclosed.

(c) Within ninety days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business.

(d) A partnership, limited partnership or limited liability company that is a partner has been dissolved and its business is being wound up.

5. On application by the partnership or another partner, the partner's expulsion by judicial determination because either:

(a) The partner engaged in wrongful conduct that adversely and materially affected the partnership business.

(b) The partner wilfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 29-1034.

(c) The partner engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with the partner.

6. The partner either:

(a) Becomes a debtor in bankruptcy.

(b) Executes an assignment for the benefit of creditors.

(c) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of that partner's property.

(d) Fails, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or fails within ninety days after the expiration of a stay to have the appointment vacated.

7. In the case of a partner who is an individual either:

(a) The partner's death.

(b) The appointment of a guardian or general conservator for the partner.

(c) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement.

8. In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee.

9. In the case of a partner that is an estate or that is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative.

10. Termination of a partner's existence.
A.R.S. § 29-3903 — Arizona Code / Title 29 / Chapter 7 / Article 9 / Section 3903
29-3903 Foreign registration statement
Status: reserved

29-3903. Foreign registration statement

A. To register to do business in this state, a foreign limited liability company must deliver a foreign registration statement to the commission for filing.  The statement must state all of the following:

1. The name of the foreign company and, if the name does not comply with section 29-3112, an alternate name adopted pursuant to section 29-3906, subsection A.

2. That the foreign company is a foreign limited liability company.

3. The jurisdiction of formation of the foreign company.

4. The principal address of the foreign company and, if the law of the jurisdiction of formation requires the foreign company to maintain an office in that jurisdiction, the address of the office or, if no office is required to be maintained, the name and the street address of the statutory agent in the jurisdiction of formation.

5. The name and street address of the statutory agent in this state.

6. Either of the following:

(a) That management of the foreign company is vested in a manager or managers.

(b) That management of the foreign company is reserved to the members.

7. The name and address of either of the following:

(a) If management of the foreign company is vested in a manager or managers, each person that is a manager and each member that owns a twenty percent or greater interest in the capital or profits of the foreign company.

(b) If management of the foreign company is reserved to the members, each person that is a member of the foreign company.

B. To register to do business in this state, a foreign series must deliver a foreign registration statement to the commission for filing.  The statement must state all of the following:

1. That the registrant is a foreign series.

2. All of the information required in subsection A of this section in connection with the foreign series.

3. All of the information required in subsection A, paragraphs 1, 2, 3, 6 and 7 of this section in connection with the designating foreign company of the foreign series.

C. An application for a foreign registration statement that a foreign limited liability company or foreign series submits to the commission under this section shall include a certified copy of its organizational documents on file in its jurisdiction of formation and proof that the foreign company or foreign series existed in the state or country in which it organized within sixty days before delivering the application for filing with the commission.
A.R.S. § 29-3704 — Arizona Code / Title 29 / Chapter 7 / Article 7 / Section 3704
29-3704 Known claims against dissolved limited liability company
Status: in_force

29-3704. Known claims against dissolved limited liability company

A. Except as otherwise provided in subsection D of this section, a dissolved limited liability company may give notice of a known claim under subsection B of this section and the notice has the effect provided in subsection C of this section.

B. A dissolved limited liability company may in a record notify its known claimants of the dissolution.  The notice must comply with all of the following:

1. Specify the information required to be included in a claim.

2. State that a claim must be in writing and provide a mailing address to which the claim is to be sent.

3. State the deadline for receipt of a claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant.

4. State that the claim will be barred if not received by the deadline.

C. A claim against a dissolved limited liability company is barred if the requirements of subsection B of this section are met and either of the following occurs:

1. The claim is not received by the specified deadline.

2. The claim is timely received but rejected by the company and both of the following occur:

(a) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than ninety days after the claimant receives the notice.

(b) The claimant does not commence the required action within ninety days after the claimant receives the notice.

D. This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that is contingent on the date of 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. § 29-2207 — Arizona Code / Title 29 / Chapter 6 / Article 2 / Section 2207
29-2207 Ineffectiveness of merger due to law of foreign jurisdiction
Status: in_force

29-2207. Ineffectiveness of merger due to law of foreign jurisdiction

A. If a statement of merger is filed with the appropriate filing authority and the merger is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2201, subsection B, the merger is ineffective. A statement of ineffectiveness of merger must be signed on behalf of each entity on behalf of which the statement of merger was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.

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

1. The name of each entity that attempted the merger.

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

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

4. If another entity has adopted the name of an entity that attempted the merger or if another person has adopted as a trade name the name of that entity, the entity that attempted the merger 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 entities that attempted the merger are 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 merger unless the entities establish that the obligation was not incurred in good faith.

2. Deemed to have appointed the appropriate filing authority as the agent of each entity 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 entities that attempted the merger and their respective interest holders, governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective merger under any laws 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. § 29-3209 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3209
29-3209 Correcting filed record
Status: in_force

29-3209. Correcting filed record

A. A person on whose behalf a filed record was delivered to the commission for filing may correct the record if any of the following applies:

1. The record at the time of filing was inaccurate.

2. The record was defectively signed.

3. The electronic transmission of the record to the commission was defective.

B. To correct a filed record, a person on whose behalf the record was delivered to the commission must deliver to the commission for filing a statement of correction.

C. A statement of correction:

1. May not state a delayed effective date.

2. Must be signed by the person correcting the filed record.

3. Must specifically identify the filed record to be corrected or be accompanied by an attached copy of the filed record.

4. Must specify the inaccuracy or defect to be corrected.

5. Must correct the inaccuracy or defect.

D. A statement of correction is effective as of the effective date of the filed record that it corrects except for the purposes of section 29-3103, subsection D and as to persons that relied on the uncorrected filed record and that are adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
A.R.S. § 29-1023 — Arizona Code / Title 29 / Chapter 5 / Article 3 / Section 1023
29-1023 Statement of partnership authority
Status: in_force

29-1023. Statement of partnership authority

A. A partnership may file a statement of partnership authority that:

1. Shall include:

(a) The name of the partnership.

(b) The street address of its chief executive office and of one office in this state, if there is one.

(c) The names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection B of this section.

(d) The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership.

2. May state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.

B. If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and shall make it available to any person on request for good cause shown.

C. If a filed statement of partnership authority is executed pursuant to section 29-1005, subsection C and states the name of the partnership but does not contain all of the other information required by subsection A of this section, the statement nevertheless operates with respect to a person who is not a partner as provided in subsections D and E of this section.

D. Except as otherwise provided in subsection G of this section, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:

1. Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, as long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.

2. A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, as long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.

E. A person who is not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.

F. Except as otherwise provided in subsections D and E of this section and sections 29-1064 and 29-1075, a person who is not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.

G. Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five years after the date on which the statement, or the most recent amendment, was filed with the secretary of state.
A.R.S. § 29-2602 — Arizona Code / Title 29 / Chapter 6 / Article 6 / Section 2602
29-2602 Plan of division
Status: in_force

29-2602. Plan of division

A. A domestic entity may divide under this article by approving a plan of division. The plan of division must be in a record and contain all of the following:

1. The name and type of the dividing entity.

2. A statement as to whether the dividing entity will survive the division.

3. The name, jurisdiction of organization and type of each new resulting entity.

4. The manner of all of the following:

(a) Converting the interests in the dividing entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.

(b) Allocating between or among the resulting entities the property of the dividing entity that will not be owned by all of the resulting entities as tenants in common pursuant to section 29-2606, subsection A, paragraph 4 and those obligations of the dividing entity as to which not all of the resulting entities will be liable jointly and severally pursuant to section 29-2607.

(c) Distributing the interests in the resulting entities created in the division.

5. The proposed public organizational document, if any, of each new resulting entity and the full text of its private organizational documents that are proposed to be in a record.

6. If the dividing entity will survive the division and is a filing entity, any proposed amendments to its public organizational document.

7. If the dividing entity will survive the division, any proposed amendments to its private organizational documents that are in a record.

8. The other terms and conditions of the division, if any.

9. Any other provisions required by the laws of this state or the organizational documents of the dividing entity.

B. A plan of division may contain any other provision not prohibited by law.
A.R.S. § 29-3204 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3204
29-3204 Signing and filing pursuant to judicial order
Status: in_force

29-3204. Signing and filing pursuant to judicial order

A. If a person required by this chapter to sign a record or deliver a record to the commission for filing under this chapter does not do so, any other person that is aggrieved may petition a court of competent jurisdiction to order any of the following:

1. The person to sign the record.

2. The person to deliver the record to the commission for filing.

3. The commission to file the record unsigned.

B. If a petitioner under subsection A of this section is not the limited liability company, foreign limited liability company or foreign series to which the record pertains, the petitioner shall make the company, foreign company or foreign series a party to the action.

C. A record filed under subsection A, paragraph 3 of this section is effective without being signed.
A.R.S. § 29-1014 — Arizona Code / Title 29 / Chapter 5 / Article 2 / Section 1014
29-1014 When property is partnership property
Status: in_force

29-1014. When property is partnership property

A. Property is partnership property if acquired in the name of either:

1. The partnership.

2. One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

B. Property is acquired in the name of the partnership by a transfer to either:

1. The partnership in its name.

2. One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

C. Property is presumed to be partnership property if it is purchased with partnership assets, even if it is not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.

D. Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
A.R.S. § 29-1044 — Arizona Code / Title 29 / Chapter 5 / Article 5 / Section 1044
29-1044 Partner's transferable interest subject to charging order
Status: in_force

29-1044. Partner's transferable interest subject to charging order

A. On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and may make all other orders, directions, accounts and inquiries the judgment debtor might have made or that the circumstances of the case may require.

B. A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

C. At any time before foreclosure, an interest charged may be redeemed either:

1. By the judgment debtor.

2. With property other than partnership property, by one or more of the other partners.

3. With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.

D. This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.

E. This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
A.R.S. § 29-104 — Arizona Code / Title 29 / Chapter 1 / Article 1 / Section 104
29-104 Service of summons in actions against partners; judgment
Status: in_force

29-104. Service of summons in actions against partners; judgment

A. Pursuant to subsections B and C of this section, in actions against partners, the summons and complaint may be served upon one partner, and such service shall authorize a judgment against the partnership and against the partner actually served.

B. In actions against a registered limited liability partnership, the statutory agent appointed by a registered limited liability partnership is an agent of the registered limited liability partnership on whom process, notice or demand that is required or permitted by law to be served on the registered limited liability partnership may be served. Service on the statutory agent is lawful personal service on the registered limited liability partnership. Service on the statutory agent authorizes a judgment against the registered limited liability partnership subject to the limitations of section 29-215, subsection B or section 29-1027.

C. If a registered limited liability partnership fails to appoint or maintain a statutory agent at the address shown on the records of the secretary of state, the secretary of state is an agent of the registered limited liability partnership on whom any process, notice or demand may be served. Service on the secretary of state of any process, notice or demand shall be made by delivering to and leaving with the secretary of state duplicate copies of the process, notice or demand. On receipt, the secretary of state shall immediately cause one of the copies of the process, notice or demand to be forwarded by mail, addressed to the registered limited liability partnership at its registered office.

D. The secretary of state shall keep a permanent record of all processes, notices and demands served on the secretary of state under this section and shall record in the record the time of each service and his action with reference to each service.
A.R.S. § 29-1052 — Arizona Code / Title 29 / Chapter 5 / Article 6 / Section 1052
29-1052 Partner's power to dissociate; wrongful dissociation
Status: in_force

29-1052. Partner's power to dissociate; wrongful dissociation

A. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 29-1051, paragraph 1.

B. A partner's dissociation is wrongful only if either:

1. It is in breach of an express provision of the partnership agreement.

2. In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking either:

(a) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under section 29-1051, paragraphs 6 through 10 or wrongful dissociation under this subsection.

(b) The partner is expelled by judicial determination under section 29-1051, paragraph 5.

(c) The partner is dissociated by becoming a debtor in bankruptcy.

(d) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it wilfully dissolved or terminated.

C. A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
A.R.S. § 29-2307 — Arizona Code / Title 29 / Chapter 6 / Article 3 / Section 2307
29-2307 Ineffectiveness of interest exchange due to law of foreign jurisdiction
Status: in_force

29-2307. Ineffectiveness of interest exchange due to law of foreign jurisdiction

A. If a statement of interest exchange is filed with the appropriate filing authority and the interest exchange is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2301, subsection B, the interest exchange is ineffective. A statement of ineffectiveness of interest exchange must be signed on behalf of the domestic acquired entity on behalf of which the statement of interest exchange was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.

B. The statement of ineffectiveness of interest exchange must contain each of the following:

1. The name of the domestic acquired entity that attempted the interest exchange.

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

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

C. The domestic acquired entity that attempted the interest exchange is responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted interest exchange unless the entity establishes that the obligation was not incurred in good faith.

D. If they were acting in good faith, the domestic acquired entity that attempted the interest exchange and its interest holders, governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective interest exchange 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. § 29-313 — Arizona Code / Title 29 / Chapter 3 / Article 2 / Section 313
29-313 Filing in office of secretary of state; acceptance
Status: in_force

29-313. Filing in office of secretary of state; acceptance

A. Two signed copies of the certificate of limited partnership and of any restated certificate of limited partnership or any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to the filing provisions of this chapter, upon receipt of all filing fees required by law, he shall:

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

2. File one duplicate original or a copy of the original in his office; and

3. Return the other duplicate original to the person who filed it or his representative.

B. Upon the filing of a certificate of amendment or judicial decree of amendment or restated certificate of limited partnership containing an amendment in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation or a judicial decree thereof, the certificate of limited partnership is cancelled.

C. If the secretary of state is unable to complete the determination required by subsection A on the day a certificate is delivered for filing, the certificate shall be deemed to have been filed on the day of delivery if the secretary of state subsequently determines that:

1. The certificate as delivered conforms to the filing provision of this chapter; or

2. Within twenty days after notification of nonconformance is given by the secretary of state, the certificate is brought into conformance.

D. If a certificate required to be filed pursuant to this chapter is incorporated within a limited partnership agreement or a restated or amended limited partnership agreement, and not set forth separately, a written statement shall also be delivered specifying where the applicable information required for the filing of the certificate is located in the document.

E. Any document that is required to be filed pursuant to this chapter may be filed in an electronic format that is approved by the secretary of state.

F. Any document that is filed in accordance with this section is deemed to comply with:

1. The filing requirements of this chapter.

2. The requirement that a filing be verified or be submitted with a written signature.

3. Any requirement that the filing be filed under the penalty of perjury.

G. The secretary of state may adopt rules requiring that any person that submits a document for filing pursuant to this section also submit a written or printed copy of the document as a prerequisite to the document being deemed filed.

H. Except as provided in this section, all civil and criminal statutes applicable to the filing of paper documents apply to all documents filed pursuant to this section.
A.R.S. § 29-3905 — Arizona Code / Title 29 / Chapter 7 / Article 9 / Section 3905
29-3905 Activities not constituting doing business
Status: in_force

29-3905. Activities not constituting doing business

A. Activities of a foreign limited liability company or foreign series that do not constitute doing business in this state under this article include any of the following:

1. Maintaining, defending, mediating, arbitrating or settling an action or proceeding.

2. Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers.

3. Maintaining accounts in financial institutions.

4. Maintaining offices or agencies for the transfer, exchange and registration of securities of the foreign company or foreign series or maintaining trustees or depositories with respect to those securities.

5. Selling through independent contractors.

6. Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.

7. Creating or acquiring indebtedness, mortgages or security interests in property.

8. Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property.

9. Conducting an isolated transaction that is not in the course of similar transactions.

10. Owning, without more, property.

11. Doing business in interstate commerce.

B. A person does not do business in this state solely by being a member or manager of a foreign limited liability company or foreign series or by being a designating foreign company of a foreign series that does business in this state.

C. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company or foreign series to service of process, taxation or regulation under the laws of this state other than this chapter.
A.R.S. § 29-1072 — Arizona Code / Title 29 / Chapter 5 / Article 8 / Section 1072
29-1072 Partnership continues after dissolution
Status: in_force

29-1072. Partnership continues after dissolution

A. Subject to subsection B of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. If the partnership is a limited liability partnership, its status as a limited liability partnership continues until termination.

B. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event both:

1. The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred.

2. The rights of a third party accruing under section 29-1074, paragraph 1 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
A.R.S. § 29-319 — Arizona Code / Title 29 / Chapter 3 / Article 3 / Section 319
29-319 Liability to third parties
Status: in_force

29-319. Liability to third parties

A. Except as provided in subsection D of this section, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner participates in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based on the limited partner's conduct, that the limited partner is a general partner.

B. A limited partner does not participate in the control of the business within the meaning of subsection A of this section solely by doing one or more of the following:

1. Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director or shareholder of a general partner that is a corporation or being a manager or member of a general partner that is a limited liability company;

2. Consulting with and advising a general partner with respect to the business of the limited partnership;

3. Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;

4. Taking any action required or permitted by law to bring or pursue a derivative action in the right of a limited partnership;

5. Requesting or attending a meeting of partners;

6. Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:

(a) The dissolution and winding up of the limited partnership;

(b) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership;

(c) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;

(d) A change in the nature of the business;

(e) The admission or removal of a general partner;

(f) The admission or removal of a limited partner;

(g) A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;

(h) An amendment to the partnership agreement or certificate of limited partnership; or

(i) Matters related to the business of the limited partnership not otherwise enumerated in this subsection, which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners;

7. Winding up the limited partnership pursuant to section 29-346; or

8. Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.

C. The enumeration in subsection B of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership.

D. A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by section 29-302, paragraph 2 is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
A.R.S. § 29-2406 — Arizona Code / Title 29 / Chapter 6 / Article 4 / Section 2406
29-2406 Effect of conversion
Status: in_force

29-2406. Effect of conversion

A. When a conversion becomes effective:

1. The converted entity is both of the following:

(a) Organized under and subject to the governing statute of the converted entity.

(b) The same entity without interruption as the converting entity.

2. All property, including rights, privileges, immunities and powers, of the converting entity remains vested in the converted entity without assignment, reversion or impairment.

3. All obligations of the converting entity continue as obligations of the converted entity except that only a governor of or interest holder in the converted entity may bring or maintain a claim for dissolution or receivership against the converted entity brought pursuant to any of the following:

(a) Section 10-1430, subsection B.

(b) Section 10-1815.

(c) Section 10-11430, subsection B.

(d) Section 10-11431, subsection C.

(e) Section 12-1241.

(f) Section 29-345.

4. Except as provided by law other than this chapter or the plan of conversion, all of the rights, privileges, immunities, powers and purposes of the converting entity remain in the converted entity.

5. The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding except that only a governor of or interest holder in the converted entity may bring or maintain a claim for dissolution or receivership against the converted entity brought pursuant to any of the following:

(a) Section 10-1430, subsection B.

(b) Section 10-1815.

(c) Section 10-11430, subsection B.

(d) Section 10-11431, subsection C.

(e) Section 12-1241.

(f) Section 29-345.

6. If the converted entity is a domestic filing entity, its public organizational document is effective and is binding on its interest holders.

7. If the converted entity is a domestic limited liability partnership, its statement of qualification is effective simultaneously.

8. If the converted entity is to be a qualified foreign entity, the documents it filed to become a qualified foreign entity are effective simultaneously.

9. The private organizational documents of the converted entity that are to be in a record, if any, approved as part of the plan of conversion are effective and are binding.

10. The interests in the converting entity are converted and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under section 29-2109 and the converting entity's governing statute.

B. Except as provided in the plan of conversion or in the governing statute or organizational documents of the converting entity, the conversion 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 converting entity.

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

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

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

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

3. The governing statute and organizational documents of the domestic converting 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 conversion 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 converting entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the conversion had not occurred.

E. When a conversion becomes effective, a foreign entity that is the converted entity:

1. May be served with process in this state for the collection and enforcement of any of its obligations that arise before the conversion becomes effective, including obligations arising out of the exercise of appraisal rights.

2. If it is not a qualified foreign entity, appoints the appropriate filing authority as its agent for service of process for collecting or enforcing those obligations.

F. When the conversion becomes effective, the authority, registration or other qualification granted by the appropriate filing authority to transact business or conduct affairs in this state of a converting entity that is a qualified foreign entity is automatically revoked or cancelled.

G. A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
A.R.S. § 29-362 — Arizona Code / Title 29 / Chapter 3 / Article 11 / Section 362
29-362 Severability
Status: in_force

29-362. Severability

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.
A.R.S. § 29-1002 — Arizona Code / Title 29 / Chapter 5 / Article 1 / Section 1002
29-1002 Knowledge and notice
Status: in_force

29-1002. Knowledge and notice

A. A person knows a fact if the person has actual knowledge of it.

B. A person has notice of a fact if the person either:

1. Knows of it.

2. Has received a notification of it.

3. Has reason to know it exists from all of the facts known to the person at the time in question.

C. A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows of it.

D. A person receives a notification when the notification either:

1. Comes to the person's attention.

2. Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

E. A person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual acting for the person and conducting the transaction knows, has notice or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
A.R.S. § 29-1075 — Arizona Code / Title 29 / Chapter 5 / Article 8 / Section 1075
29-1075 Statement of dissolution
Status: in_force

29-1075. Statement of dissolution

A. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

B. A statement of dissolution cancels a filed statement of partnership authority for the purposes of section 29-1023, subsection D and is a limitation on authority for the purposes of section 29-1023, subsection E.

C. For the purposes of sections 29-1021 and 29-1074, a person who is not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.

D. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority that operates with respect to a person who is not a partner as provided in section 29-1023, subsections D and E in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

E. In order for a partnership to file a statement of dissolution where that partnership has not previously filed a statement of partnership authority with the secretary of state, the partnership must first file a statement of partnership authority with the secretary of state pursuant to section 29-1023.  The secretary of state shall not accept any statement of dissolution for which a statement of partnership authority has not first been filed with the secretary of state.
A.R.S. § 29-1081 — Arizona Code / Title 29 / Chapter 5 / Article 9 / Section 1081
29-1081 Definitions
Status: in_force

29-1081. Definitions

A. In this article, unless the context otherwise requires:

1. "Plan" means a plan of merger, interest exchange, conversion, domestication or division, as applicable.

2. "Transaction" means a merger, an interest exchange, a conversion, a domestication or a division, as applicable.

B. Except for terms defined in section 29-1001 or unless the context otherwise requires, terms used in this article have the same meanings prescribed in chapter 6 of this title.
A.R.S. § 29-3601 — Arizona Code / Title 29 / Chapter 7 / Article 6 / Section 3601
29-3601 Power to dissociate as member; wrongful dissociation
Status: in_force

29-3601. Power to dissociate as member; wrongful dissociation

A. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 29-3602, paragraph 1.

B. A person's dissociation as a member is wrongful only if the dissociation either:

1. Is in breach of an express provision of the operating agreement.

2. Occurs before the completion of the winding up of the limited liability company and either:

(a) The person is expelled as a member by judicial order under section 29-3602, paragraph 5.

(b) The person is dissociated under section 29-3602, paragraph 7.

C. A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 29-3807, to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the member to the company or the other members. The company may offset its damages against any amount otherwise distributable to the person.