A.R.S. § 29-2105 — Arizona Code / Title 29 / Chapter 6 / Article 1 / Section 2105
29-2105 Status of filings; matters regarding filing
Status: in_force

29-2105. Status of filings; matters regarding filing

A. A filing under this chapter that is signed by a domestic entity becomes part of the public organizational document of the entity if the entity's governing statute provides that similar filings under the governing statute become part of the public organizational document of the entity.

B. Except as otherwise provided in this chapter, matters regarding the filing of documents pursuant to this chapter with the appropriate filing authority, including delivery for filing, effective dates and corrections, are governed by:

1. Title 10, chapter 1, article 2 for business corporations or business trusts.

2. Title 10, chapter 24, article 2 for nonprofit corporations.

3. Chapter 7, article 2 of this title for limited liability companies.

4. Chapter 3, article 2 of this title for limited partnerships.
A.R.S. § 29-348 — Arizona Code / Title 29 / Chapter 3 / Article 9 / Section 348
29-348 Law governing
Status: in_force

29-348. Law governing

Subject to the constitution of this state:

1. The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and

2. A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
A.R.S. § 29-2503 — Arizona Code / Title 29 / Chapter 6 / Article 5 / Section 2503
29-2503 Approval of domestication
Status: in_force

29-2503. Approval of domestication

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

1. By a domestic domesticating entity:

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

(b) If neither the governing statute nor its organizational documents provide for approval of a domestication, 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 domestication were a merger.

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

(a) The organizational documents of the entity expressly provide in a record for the approval of a domestication 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 domestication of a foreign domesticating 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. § 29-3105 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3105
29-3105 Operating agreement; scope, function and limitations
Status: in_force

29-3105. Operating agreement; scope, function and limitations

A. Except as otherwise provided in subsections C and D of this section:

1. The operating agreement governs all of the following:

(a) Relations among the members as members and between the members and the limited liability company.

(b) The rights and duties under this chapter of a person in the capacity of manager.

(c) The activities and affairs of the company and the conduct of those activities and affairs.

(d) The means and conditions of amending the agreement.

2. The operating agreement may contain any provision that is not contrary to law.

3. In the event of a conflict between a provision of the operating agreement and this chapter, the provision of the operating agreement governs.

B. To the extent the operating agreement does not provide for a matter described in subsection A of this section, this chapter governs the matter.

C. An operating agreement may not:

1. Vary the law applicable under section 29-3104.

2. Vary a limited liability company's capacity under section 29-3109 to sue and be sued in the limited liability company's own name.

3. Vary any requirement, procedure or other provision of this chapter pertaining to:

(a) Statutory agents.

(b) The commission, including provisions pertaining to records authorized or required to be delivered to the commission for filing under this chapter.

4. Vary the provisions of section 29-3204.

5. Eliminate the contractual obligation of good faith and fair dealing or the duty to refrain from wilful or intentional misconduct under section 29-3409.

6. Limit or eliminate a person's liability for any violation of the contractual obligation of good faith and fair dealing or conduct involving wilful or intentional misconduct.

7. Unreasonably restrict the duties and rights of members and managers under section 29-3410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under section 29-3410 and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.

8. Vary the causes of dissolution specified in section 29-3701, subsection A, paragraph 4, subdivision (b) and section 29-3701, subsection A, paragraph 5.

9. Unreasonably restrict the right of a member to maintain an action under article 8 of this chapter, except that the operating agreement may require a member maintaining a direct action under section 29-3801 to plead and prove an actual or threatened injury that is not solely the result of any injury suffered or threatened to be suffered by the company.

10. Vary the provisions of section 29-3805, but the operating agreement may provide that the company may not have a special litigation committee.

11. Vary the required contents of a plan of merger, a plan of interest exchange, a plan of conversion, a plan of domestication or a plan of division under article 10 of this chapter.

12. Except as otherwise provided in section 29-3106 and section 29-3107, subsection B, restrict the rights under this chapter of a person other than a member or manager.

13. Reduce or eliminate, in a manner that adversely affects the rights of a person other than a member or manager, the restrictions on distributions under section 29-3405 or the liabilities for prohibited distributions under section 29-3406.

14. Vary the requirements of section 29-3108, subsection C or D.

D. Subject to subsection C, paragraphs 5 and 6 of this section, without limiting other terms that may be included in an operating agreement, the following apply:

1. To the extent that, at law or in equity, a member or manager or other person has duties, including the duty of care, the duty of loyalty and any other fiduciary duty, to a limited liability company, to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, the member's, manager's or other person's duties may be expanded, limited or eliminated by the operating agreement.

2. An operating agreement may provide for the limitation or elimination of any or all liabilities for breach of the operating agreement or breach of duties, including the duty of care, the duty of loyalty and any other fiduciary duty, as expanded, limited or eliminated in the operating agreement, of a member, manager or other person to a company or to another member or manager or another person that is a party to or is otherwise bound by the operating agreement.

3. An operating agreement may specify a method by which a specific act, omission or transaction, or a specific category of acts, omissions or transactions, that would otherwise violate a duty, including the duty of care, the duty of loyalty and any other fiduciary duty, as expanded, limited or eliminated in the operating agreement, may be authorized or ratified.  A general provision in an operating agreement that provides for management by one or more members or managers, without more, is not sufficient to specify a method for authorization or ratification under this paragraph.

4. An operating agreement may specify a method by which a member, manager or other person may be reimbursed, indemnified or held harmless, or by which the liability of a member, manager or other person may be limited or eliminated, for a specific act, omission or transaction, or a specific category of acts, omissions or transactions, that would otherwise violate a duty, including the duty of care, the duty of loyalty and any other fiduciary duty, as expanded, limited or eliminated in the operating agreement. A general provision in an operating agreement that provides for management by one or more members or managers, without more, is not sufficient to specify a method for reimbursing, indemnifying or holding harmless a person or limiting or eliminating a person's liability under this paragraph.

E. Subject to the limitations of subsection C, paragraphs 5 and 6 of this section, an operating agreement may define some or all of the fiduciary duties of a member, manager or other person that is a party to or is otherwise bound by an operating agreement to be the same as the fiduciary duties of a director, officer or shareholder of a corporation formed under the laws of this state, in which case, unless the operating agreement provides otherwise, all laws of evidence and evidentiary presumptions and other laws that apply to the fiduciary duties of a director, officer or shareholder of a corporation formed under the laws of this state apply to such duties.
A.R.S. § 29-3115 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3115
29-3115 Statutory agent
Status: in_force

29-3115. Statutory agent

A. Each limited liability company and each registered foreign limited liability company shall designate and maintain a statutory agent in this state.  Unless the statutory agent signed the document making the appointment, the appointment of a statutory agent is not effective until the agent or the company delivers a record to the commission signed by the agent accepting the appointment.

B. A statutory agent for a limited liability company or registered foreign limited liability company must have a place of business or residence in this state.  A statutory agent must be either an individual resident of this state, a domestic corporation, a limited liability company, a foreign corporation or a foreign limited liability company authorized to transact business in this state.

C. The only duties under this chapter of a statutory agent that has complied with this chapter are:

1. To forward to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the company or foreign company any process, notice or demand pertaining to the company or foreign company that is served on or received by the agent.

2. If the statutory agent resigns, to provide the notice required by section 29-3117, subsection C to the company or foreign company at the address most recently supplied to the agent by the company or foreign company.

3. To keep current the information with respect to the agent in the articles of organization or foreign registration statement.
A.R.S. § 29-1106 — Arizona Code / Title 29 / Chapter 5 / Article 10 / Section 1106
29-1106 Statement of foreign qualification
Status: in_force

29-1106. Statement of foreign qualification

A. Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification which shall include the following:

1. The name of the foreign limited liability partnership which satisfies the requirements of section 29-1102 and the state or country under whose laws it is formed or created;

2. The street address of the chief executive office of the foreign limited liability 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 required under section 29-1104; and

4. A delayed effective date, if any.

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

C. An amendment or cancellation of a foreign statement of qualification is effective at the time of its filing or on a later delayed effective date specified in the amendment or cancellation.
A.R.S. § 29-3116 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3116
29-3116 Statement of change
Status: in_force

29-3116. Statement of change

A. A limited liability company or registered foreign limited liability company may change its statutory agent, its principal address, the address of one or more of its managers or members or the address of its statutory agent by delivering to the commission for filing a statement of change that states both of the following:

1. The name of the company or foreign company.

2. The information that is to be in effect as a result of the filing of the statement of change.

B. The members or managers of a limited liability company are not required to approve the delivery to the commission for filing of either:

1. A statement of change under this section.

2. A similar filing changing the statutory agent or principal address, if any, of the company in any other jurisdiction.

C. Unless the successor statutory agent signed the statement of change, the appointment of a successor statutory agent is not effective until the successor statutory agent, the limited liability company or the registered foreign limited liability company delivers a record to the commission signed by the successor statutory agent accepting the change or the appointment.

D. As an alternative to using the procedure in this section, a limited liability company may amend its articles of organization or a registered foreign limited liability company may file an amendment of foreign registration statement under section 29-3904.
A.R.S. § 29-2206 — Arizona Code / Title 29 / Chapter 6 / Article 2 / Section 2206
29-2206 Effect of merger
Status: in_force

29-2206. Effect of merger

A. When a merger becomes effective:

1. The surviving entity continues or comes into existence.

2. Each merging entity that is not the surviving entity merges into the surviving entity and ceases to exist as a separate entity.

3. All property, including rights, privileges, immunities and powers, of each merging entity automatically vests in the surviving entity without assignment, reversion or impairment.

4. All obligations of each merging entity are automatically obligations of the surviving entity without assignment, assumption or delegation.

5. If the surviving entity exists before the merger:

(a) All of its property, including rights, privileges, immunities and powers, remains vested in the surviving entity without assignment, reversion or impairment.

(b) It remains subject to all of its obligations.

6. Any pending action or proceeding involving any merging entity continues and the name of the surviving entity may be substituted for the name of any merging entity.

7. If the surviving entity exists before the merger:

(a) The public organizational document, if any, is amended if and to the extent provided in the statement of merger.

(b) Its private organizational documents that are to be in a record, if any, are amended if and to the extent provided in the plan of merger.

8. The interests in each merging entity that are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under section 29-2109 and the merging entity's governing statute.

B. Except as provided in the plan of merger or in the governing statute or organizational documents of a merging entity, the merger 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 merging entity.

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

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

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

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

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

E. When a merger becomes effective, a foreign entity that is the surviving entity:

1. May be served with process in this state for the collection and enforcement of any obligations of a domestic merging entity, 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 a merger becomes effective, the authority, registration or other qualification granted by the appropriate filing authority to transact business or conduct affairs in this state of any foreign merging entity that is not the surviving entity is automatically revoked or canceled.
A.R.S. § 29-3603 — Arizona Code / Title 29 / Chapter 7 / Article 6 / Section 3603
29-3603 Effect of dissociation
Status: in_force

29-3603. Effect of dissociation

A. If a person is dissociated as a member, all of the following apply:

1. The person's right to participate as a member in the management and conduct of the limited liability company's activities and affairs terminates.

2. The person's duties and obligations under section 29-3409 as a member end with regard to matters arising and events occurring after the person's dissociation.

3. Subject to section 29-3504 and article 10 of this chapter, any transferable interest owned by the person in the person's capacity as a member immediately before dissociation is owned by the person solely as a transferee.

B. A person's dissociation as a member does not of itself discharge the person from any debt, obligation or other liability to the limited liability company or the other members that the person incurred while a member.
A.R.S. § 29-3702 — Arizona Code / Title 29 / Chapter 7 / Article 7 / Section 3702
29-3702 Winding up
Status: in_force

29-3702. Winding up

A. A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in section 29-3703, the company continues after dissolution only for the purpose of winding up.

B. In winding up its activities and affairs, a limited liability company:

1. Shall discharge the company's debts, obligations and other liabilities, settle and close the company's activities and affairs and marshal and distribute the assets of the company.

2. May do all of the following:

(a) Deliver to the commission for filing a notice of winding up stating the name of the company, that the company has commenced to wind up its activities and affairs and any other statements not prohibited by law.

(b) Preserve the company activities, affairs and property as a going concern for a reasonable time.

(c) Prosecute and defend actions and proceedings, whether civil, criminal or administrative.

(d) Transfer the company's property.

(e) Settle disputes by mediation or arbitration.

(f) Perform other acts necessary or appropriate to the winding up.

C. If a dissolved limited liability company has no members, the last person to have been a member or the legal representative of the last person to have been a member may wind up the activities and affairs of the company as its liquidating agent.  If the person does so, the person has the powers of a sole manager under section 29-3407, subsection C and is deemed to be a manager for the purposes of section 29-3304.

D. If the last person to have been a member or legal representative under subsection C of this section does not elect to become the liquidating agent within a reasonable time, another person may be appointed and replaced from time to time as the liquidating agent if the appointment is in a record signed by one or more transferees that on dissolution of the limited liability 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 on liquidation at the time of the appointment. A liquidating agent pursuant to this subsection or subsection C of this section may be replaced at any time by any other person appointed 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 on liquidation. A person appointed as the liquidating agent under this subsection has the powers of a sole manager under section 29-3407, subsection C and is deemed to be a manager for the purposes of section 29-3304.

E. A court of competent jurisdiction may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment or replacement of a person as the liquidating agent to wind up the company's activities and affairs:

1. On the application of a member, if the applicant establishes good cause.

2. If the company does not have any members, on the application of a transferee if any of the following applies:

(a) The applicant establishes good cause.

(b) The last person to have been a member or the legal representative of the last person to have been a member declines to become the liquidating agent or, having done so, fails to wind up the company's activities within a reasonable time.

(c) Within a reasonable time following the dissolution, a person has not been appointed as the liquidating agent pursuant to subsection D of this section.

3. In connection with a proceeding under section 29-3701, subsection A, paragraph 4.

F. Effective on a person's becoming a liquidating agent, each other person that is then a manager of the limited liability company shall cease to be a manager and the members, if any, shall cease to have management authority except as set forth in an order of judicial supervision.

G. Promptly after becoming a liquidating agent, the liquidating agent shall deliver to the commission for filing an amendment to the company's articles of organization stating all of the following:

1. That the company has no managers.

2. The name and the mailing address of each member or, if the company has no members, that the company has no members.

3. The name and mailing address of the person that has been appointed as the liquidating agent.

4. If applicable, the case number and the name of the court that entered an order of judicial supervision of winding up.

5. Any other statement not prohibited by law.

H. If all of the known property and assets of the limited liability company have been applied and distributed pursuant to this chapter, the articles of termination shall be filed with the commission stating both of the following:

1. The name of the company.

2. That all of the known property and assets of the company have been applied and distributed pursuant to this chapter.

I. After the authorized filing of the articles of termination, the limited liability company's existence continues but only for the purposes of suits, other proceedings and appropriate actions as provided in this chapter, dealing with and disposing of property that was overlooked during the winding up, defending and pursuing claims that were not paid or otherwise discharged before the filing and engaging in activities that are reasonably necessary or appropriate for such purposes. These actions shall be taken without affecting the liability of members and managers and without imposing liability on a liquidating agent. The managers or liquidating agent in office at the time of termination or, if none, the members, may convey or transfer the company's real or personal property discovered after termination and may take other action as necessary on behalf of and in the name of the company to complete the winding up of its activities and affairs and the liquidation and distribution of its assets.
A.R.S. § 29-3201 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3201
29-3201 Formation of limited liability company; articles of organization
Status: in_force

29-3201. Formation of limited liability company; articles of organization

A. One or more persons may act as organizers to form a limited liability company by delivering to the commission for filing the articles of organization.

B. The articles of organization must state all of the following:

1. The name of the limited liability company that complies with section 29-3112.

2. The principal address, which may be the same as the mailing address of the company's statutory agent.

3. The name and street and mailing addresses in this state of the company's statutory agent.

4. Whether the company is a manager-managed limited liability company or a member-managed limited liability company and either of the following:

(a) If the company is a manager-managed limited liability company, the name and address of each manager and the name and address of each member who owns a twenty percent or greater interest in the capital or profits of the company.

(b) If the company is a member-managed limited liability company, the name and address of each member of the company.

C. The articles of organization may contain statements as to matters other than those required by subsection B of this section but may not vary or otherwise affect the provisions specified in section 29-3105, subsections C and D in a manner inconsistent with section 29-3105.

D. A limited liability company is formed when the articles of organization become effective.

E. A parent limited liability company and its subsidiary limited liability companies may be formed at the same time.

F. The filing of the articles of organization by the commission is conclusive proof that all conditions precedent that are required to be performed by the organizers have been satisfied and that the limited liability company has been legally organized and formed under this chapter.

G. Within sixty days after the commission files the articles of organization, either of the following must occur:

1. A notice of the filing of the articles shall be published in a newspaper of general circulation in the county of the statutory agent's street address for three consecutive publications containing the information required in subsection B of this section. 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.
A.R.S. § 29-301 — Arizona Code / Title 29 / Chapter 3 / Article 1 / Section 301
29-301 Definitions
Status: in_force

29-301. Definitions

In this chapter, unless the context otherwise requires:

1. "Certificate of limited partnership" means the certificate referred to in section 29-308, and the certificate as amended or restated.

2. "Contribution" means any cash, property, services rendered, or promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.

3. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 29-323.

4. "Foreign limited partnership" means a partnership formed under the laws of any state or other jurisdiction other than this state and having as partners one or more general partners and one or more limited partners.

5. "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

6. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

7. "Limited partnership" and "domestic limited partnership" means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.

8. "Partner" means a limited or general partner.

9. "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

10. "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

11. "Person" means a natural person, partnership, domestic or foreign limited partnership, trust, estate, association, corporation or entity.

12. "State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.
A.R.S. § 29-3208 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3208
29-3208 Withdrawal of filed record before effectiveness
Status: in_force

29-3208. Withdrawal of filed record before effectiveness

A. Except as otherwise provided in sections 29-2204, 29-2304, 29-2404, 29-2504 and 29-2604, a record delivered to the commission for filing may be withdrawn before it takes effect by delivering to the commission for filing a statement of withdrawal.

B. A statement of withdrawal must comply with all of the following:

1. Be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

2. Identify the record to be withdrawn.

3. If signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

C. On filing by the commission of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
A.R.S. § 29-3803 — Arizona Code / Title 29 / Chapter 7 / Article 8 / Section 3803
29-3803 Proper plaintiff
Status: in_force

29-3803. Proper plaintiff

A person may maintain a derivative action to enforce a right of a limited liability company only if the person is a member at the time the action is commenced and either:

1. The person was a member when the conduct giving rise to the action occurred.

2. The person's status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from another person that was a member at the time of the conduct.
A.R.S. § 29-2402 — Arizona Code / Title 29 / Chapter 6 / Article 4 / Section 2402
29-2402 Plan of conversion
Status: in_force

29-2402. Plan of conversion

A. A domestic entity may convert to a different type of entity under this article by approving a plan of conversion. The plan must be in a record and contain all of the following:

1. The name and type of the converting entity.

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

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

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

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

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

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

B. A plan of conversion may contain any other provision not prohibited by law.
A.R.S. § 29-2604 — Arizona Code / Title 29 / Chapter 6 / Article 6 / Section 2604
29-2604 Amendment or abandonment of plan of division
Status: in_force

29-2604. Amendment or abandonment of plan of division

A. A plan of division of a domestic dividing 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 division is entitled to vote on or consent to any amendment of the plan that will change any of the following:

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

(b) The public organizational document or private organizational documents of any of the resulting entities that will be in effect immediately after the division becomes effective, except for changes that do not require approval of the interest holders of the applicable resulting 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 division has been approved by a domestic dividing entity and before a statement of division becomes effective pursuant to section 29-2605, the plan may be abandoned:

1. As provided in the plan.

2. If not provided in the plan, either:

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

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

C. If a statement of division has been delivered for filing with the appropriate filing authority, the plan of division may be abandoned only if the statement of division sets forth a delayed effective date under section 29-2605, subsection B, paragraph 4. A plan of division may be abandoned by delivering for filing with the appropriate filing authority on or before that delayed effective date a statement of abandonment, signed on behalf of the domestic dividing entity. A statement of abandonment takes effect on delivery for filing, and the division is abandoned and does not become effective. The statement of abandonment must contain all of the following:

1. The name of the domestic dividing entity.

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

3. A statement that the division has been abandoned in accordance with this section.
A.R.S. § 29-3123 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3123
29-3123 Taxation
Status: in_force

29-3123. Taxation

A limited liability company established or a foreign limited liability company transacting business in this state pursuant to this chapter shall pay the taxes that are imposed by the laws of this state or any political subdivision of this state on domestic and foreign limited partnerships on an identical basis, except that, for the purposes of title 23, chapter 4 and title 43, a company or foreign company and its members shall be taxed as if the company or foreign company is either a partnership or a corporation or is disregarded as an entity as determined pursuant to the internal revenue code as defined in section 43-105.
A.R.S. § 29-358 — Arizona Code / Title 29 / Chapter 3 / Article 10 / Section 358
29-358 Pleading
Status: in_force

29-358. Pleading

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
A.R.S. § 29-3114 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3114
29-3114 Registration of name by a foreign limited liability company
Status: in_force

29-3114. Registration of name by a foreign limited liability company

A. A foreign limited liability company not registered to do business in this state under article 9 of this chapter may register its name, or an alternate name adopted pursuant to section 29-3906, if the name is distinguishable on the records of the commission or the secretary of state from the names that are not available under section 29-3112.

B. To register its name or an alternate name adopted pursuant to section 29-3906, a foreign limited liability company must deliver to the commission for filing an application stating the company's name, the jurisdiction and the date of its formation and any alternate name adopted pursuant to section 29-3906. If the commission finds that the name applied for is available, the commission shall register the name for the applicant's exclusive use.

C. The registration of a name under this section is effective for one year after the date of registration.

D. A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the commission for filing a renewal application that complies with this section.  When filed, the renewal application renews the registration for a succeeding one-year period.

E. A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
A.R.S. § 29-1074 — Arizona Code / Title 29 / Chapter 5 / Article 8 / Section 1074
29-1074 Partner's power to bind partnership after dissolution
Status: in_force

29-1074. Partner's power to bind partnership after dissolution

Subject to section 29-1075, a partnership is bound by a partner's act after dissolution that either:

1. Is appropriate for winding up the partnership business.

2. Would have bound the partnership under section 29-1021 before dissolution, if the other party to the transaction did not have notice of the dissolution.
A.R.S. § 29-1006 — Arizona Code / Title 29 / Chapter 5 / Article 1 / Section 1006
29-1006 Law governing internal relations
Status: in_force

29-1006. Law governing internal relations

A. Except as provided in subsection B, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.

B. In the case of a limited liability partnership, the laws of this state govern relations among the partners and between the partners and the partnership, and the liability of the partners for obligations of the limited liability partnership.
A.R.S. § 29-334 — Arizona Code / Title 29 / Chapter 3 / Article 6 / Section 334
29-334 Distribution on withdrawal
Status: in_force

29-334. Distribution on withdrawal

A. On the withdrawal of a limited partner, except as otherwise provided in writing in the partnership agreement, the withdrawn limited partner and his personal representatives, successors and assigns do not have the right to receive any distribution by reason of withdrawal, but have only the rights of an assignee of the withdrawn limited partner's interest in the partnership to receive distributions with respect to the limited partner's interest during any continuation and during and on completion of any winding up of the limited partnership, less any damages recoverable against the withdrawn partner if the withdrawal violated the provisions of the partnership agreement.

B. If a general partner withdraws and within ninety days thereafter the limited partnership dissolves and commences to wind up its business, except as otherwise provided in a partnership agreement, the withdrawn general partner and the partner's personal representatives, successors and assigns do not have the right to receive any distribution by reason of the withdrawal but only have the rights of an assignee of the withdrawn general partner's interest in the limited partnership to receive distributions with respect to the general partner's interest during any continuation of the business of the partnership and during and on completion of winding up. If the event of withdrawal violated the partnership agreement, any damages recoverable from the withdrawn general partner shall be subtracted from this distribution.

C. If a general partner withdraws and within ninety days thereafter the limited partnership has not dissolved and commenced winding up of the partnership business, except as otherwise provided in writing in the partnership agreement, the partnership shall cause the withdrawn general partner's interest, if any, in the partnership to be purchased for a buyout price equal to the amount that would have been distributable to the withdrawn general partner under section 29-1077, subsection B if, on the date of withdrawal, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the continuing services of any of the partners and the partnership was wound up as of that date, with interest payable from the date of withdrawal to the date of payment. Except as may be provided in writing in the partnership agreement, payment of this buyout price is subject to the following terms:

1. Damages for wrongful withdrawal and all other amounts owing, whether or not presently due, from the withdrawn general partner to the partnership shall be offset against the buyout price. Interest on these damages shall be paid from the date the amount owed becomes due to the date of payment.

2. A partnership shall indemnify a withdrawn general partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the withdrawal, except:

(a) Liabilities incurred by an act of the withdrawn general partner under section 29-1062.

(b) Liabilities for which the partner was not liable pursuant to section 29-215 or 29-1026.

3. If no agreement for the purchase of a withdrawn general partner's interest is reached within one hundred twenty days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the withdrawn general partner the amount, if any, the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under paragraph 1.

4. If a deferred payment is authorized under paragraph 6, the partnership may tender, in lieu of payment under paragraph 3, a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under paragraph 1, stating the terms of payment, the amount and type of security for payment and the other terms and conditions of the obligation.

5. The payment or tender required by paragraph 3 or 4 shall be accompanied by the following:

(a) A written statement of partnership assets and liabilities as of the date of withdrawal.

(b) The latest available partnership balance sheet and income statement, if any.

(c) A written explanation of how the estimated amount of payment was calculated.

(d) Written notice that the payment is in full satisfaction of the obligation to purchase unless within one hundred twenty days after the written notice the withdrawn general partner commences an action to determine the buyout price, any offsets under paragraph 1 or other terms of the obligation to purchase.

6. A general partner who wrongfully withdraws before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause material hardship to the business of the partnership. A deferred payment shall bear interest and shall be adequately secured by partnership assets if and to the extent reasonably practicable.

7. A withdrawn general partner may maintain an action against the partnership, pursuant to section 29-1035, subsection B, paragraph 2, subdivision (b), to determine the buyout price of that partner's interest, any offsets under paragraph 1 or other terms of the obligation to purchase. The action shall be commenced within one hundred twenty days after the partnership tenders payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the withdrawn general partner's interest, any offset due under paragraph 1 and accrued interest and shall enter a judgment for any additional payment or refund. If deferred payment is authorized under paragraph 4, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay in compliance with paragraph 3 or 4.
A.R.S. § 29-1108 — Arizona Code / Title 29 / Chapter 5 / Article 10 / Section 1108
29-1108 Activities not constituting transacting business
Status: in_force

29-1108. Activities not constituting transacting business

A. Activities of a foreign limited liability partnership that do not constitute transacting business pursuant to this article include:

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

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

3. Maintaining bank accounts.

4. Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability partnership's own securities or maintaining trustees or depositories with respect to those securities.

5. Selling through independent contractors.

6. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.

7. Creating or acquiring indebtedness, mortgages or security interest in real or personal property.

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

9. Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner.

10. Transacting business in interstate commerce.

B. For purposes of this article, the ownership in this state of income producing real property or tangible personal property, other than property excluded under subsection A, constitutes transacting business in this state.

C. This section does not apply in determining the contracts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state.
A.R.S. § 29-3703 — Arizona Code / Title 29 / Chapter 7 / Article 7 / Section 3703
29-3703 Rescinding dissolution
Status: in_force

29-3703. Rescinding dissolution

A. A limited liability company may rescind its dissolution, unless the articles of termination applicable to the company have become effective, a court of competent jurisdiction has entered an order under section 29-3701, subsection A, paragraph 4 dissolving the company or the commission has dissolved the company under section 29-3708.

B. Rescinding dissolution under this section requires all of the following:

1. The affirmative vote or consent of each member or, if the company has no members, the consent of all transferees to the rescission and to the admission of one or more members.

2. If the limited liability company has delivered to the commission for filing a notice of winding up and the notice has not become effective, delivery to the commission for filing of a statement of withdrawal under section 29-3208 that is applicable to the notice of winding up.

3. If the limited liability company has delivered to the commission for filing a notice of winding up and the notice has become effective, delivery to the commission for filing of a statement of correction under section 29-3209 stating the name of the company and that dissolution and winding up have been rescinded under this section.

C. If a limited liability company rescinds its dissolution, all of the following apply:

1. The company resumes carrying on its activities and affairs as if dissolution had never occurred.

2. Subject to paragraph 3 of this subsection, any liability incurred by the company after the dissolution and before the rescission becomes effective is determined as if dissolution had never occurred.

3. The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
A.R.S. § 29-306 — Arizona Code / Title 29 / Chapter 3 / Article 1 / Section 306
29-306 Nature of business
Status: in_force

29-306. Nature of business

A limited partnership may carry on any business that a partnership without limited partners may carry on except banking and insurance.
A.R.S. § 29-340 — Arizona Code / Title 29 / Chapter 3 / Article 7 / Section 340
29-340 Assignment of partnership interest
Status: in_force

29-340. Assignment of partnership interest

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
A.R.S. § 29-1111 — Arizona Code / Title 29 / Chapter 5 / Article 11 / Section 1111
29-1111 Effect of enactment on accrued rights
Status: in_force

29-1111. Effect of enactment on accrued rights

This act does not affect:

1. An action or proceeding commenced or right accrued or any liability incurred before the effective date of this chapter.

2. The validity or enforceability of any provision of a partnership agreement which was valid or enforceable under any prior statute that was in effect at the time such provision became part of the partnership agreement.
A.R.S. § 29-1031 — Arizona Code / Title 29 / Chapter 5 / Article 4 / Section 1031
29-1031 Partner's rights and duties
Status: in_force

29-1031. Partner's rights and duties

A. Each partner is deemed to have an account that is both:

1. Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits.

2. Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.

B. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.

C. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

D. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

E. A payment or advance that is made by a partner and that gives rise to a partnership obligation under subsection C or D of this section constitutes a loan to the partnership that accrues interest from the date of the payment or advance.

F. Each partner has equal rights in the management and conduct of the partnership business.

G. A partner may use or possess partnership property only on behalf of the partnership.

H. A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

I. A person may become a partner only with the consent of all of the partners.

J. A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.

K. This section does not affect the obligations of a partnership to other persons under section 29-1021.
A.R.S. § 29-4102 — Arizona Code / Title 29 / Chapter 7 / Article 11 / Section 4102
29-4102 Professional limited liability company formation
Status: in_force

29-4102. Professional limited liability company formation

A. One or more persons may form a professional limited liability company by filing articles of organization with the commission that, in addition to the information required under section 29-3201, specify both of the following:

1. That the company is a professional limited liability company.

2. The professional service or services that the professional limited liability company is organized to provide.

B. A limited liability company organized under a law of this state other than this article may elect professional limited liability company status by amending its articles of organization pursuant to section 29-3202 to comply with subsection A of this section and with section 29-4106.
A.R.S. § 29-1071 — Arizona Code / Title 29 / Chapter 5 / Article 8 / Section 1071
29-1071 Events causing dissolution and winding up of partnership business
Status: in_force

29-1071. Events causing dissolution and winding up of partnership business

A partnership is dissolved, and its business shall be wound up, only on the occurrence of any of the following events:

1. In a partnership at will, the partnership having notice from a partner, other than a partner who is dissociated under section 29-1051, paragraphs 2 through 10, of that partner's express will to withdraw as a partner, or on a later date specified by the partner.

2. In a partnership for a definite term or particular undertaking either:

(a) Within ninety days after a partner's dissociation by death or otherwise under section 29-1051, paragraphs 6 through 10 or wrongful dissociation under section 29-1052, subsection B, the express will of at least half of the remaining partners to wind up the partnership business. A partner's rightful dissociation pursuant to section 29-1052, subsection B, paragraph 2, subdivision (a) constitutes the expression of that partner's will to wind up the partnership business.

(b) The express will of all of the partners to wind up the partnership business.

(c) After the expiration of the term, at the election of any partner by written notice to the partnership, or on the completion of the undertaking.

3. An event agreed to in the partnership agreement resulting in the winding up of the partnership business.

4. An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section.

5. On application by a partner, a judicial determination that either:

(a) The economic purpose of the partnership is likely to be unreasonably frustrated.

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

(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.

6. On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business either:

(a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer.

(b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.

7. The expiration of ninety days after a partner's dissociation that results in one or no remaining partner, unless the dissociation was pursuant to section 29-1051, paragraph 6 or 7 and before the expiration, all of the transferees, including transferees of the dissociated partner, and the remaining partner, if any, agree by written consent to continue the business of the partnership and admit that number of partners sufficient to cause the partnership to have at least two partners.
A.R.S. § 29-1102 — Arizona Code / Title 29 / Chapter 5 / Article 10 / Section 1102
29-1102 Name
Status: reserved

29-1102. Name

The name of a limited liability partnership shall:

1. Contain the words "registered limited liability partnership", "limited liability partnership", the abbreviation "R.L.L.P.", "L.L.P." or the designation "RLLP" or "LLP", in uppercase or lowercase letters, except that the name of a limited liability partnership that is also a limited partnership under section 29-367 may contain the abbreviations "R.L.L.L.P.", "L.L.L.P." or the designation "RLLLP" or "LLLP", in uppercase or lowercase letters, in which case the requirements of section 29-302, paragraph 1 are deemed satisfied.

2. Not contain the words "association", "corporation" or "incorporated" or an abbreviation of these words.

3. Be distinguishable from the name of a limited liability company, limited partnership or corporation existing under the laws of this state or a foreign limited liability company, limited partnership or corporation authorized to transact business in this state, or a name the exclusive right to which, at the time, is reserved in the manner provided under the laws of this state or a trade name registered pursuant to title 44, chapter 10, article 3.1. This paragraph does not apply if the applicant files with the secretary of state either of the following:

(a) The written consent of the holder of the name to use the same name and one or more words are added or deleted to make the name distinguishable from the other name.

(b) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to use the name applied for in this state.
A.R.S. § 29-363 — Arizona Code / Title 29 / Chapter 3 / Article 11 / Section 363
29-363 Rules for cases not provided for in this chapter
Status: in_force

29-363. Rules for cases not provided for in this chapter

In any case not provided for in this chapter:

1. Chapter 5 of this title governs all limited partnerships formed from and after July 20, 1996.

2. All limited partnerships formed before July 20, 1996 are governed by chapter 2 of this title until the earlier of January 1, 2000 or the partnership's election to be governed by chapter 5 of this title in the manner required to amend the partnership agreement. Qualification as a limited liability partnership is an election to be governed by chapter 5 of this title.
A.R.S. § 29-3807 — Arizona Code / Title 29 / Chapter 7 / Article 8 / Section 3807
29-3807 Other remedies in direct and derivative actions
Status: in_force

29-3807. Other remedies in direct and derivative actions

The court, in its discretion, at any stage in a direct or derivative proceeding, may:

1. Treat a direct action as a derivative action subject to, or exempt from, any provisions of this article the court chooses and order recovery to be paid to the limited liability company if the court finds that doing so is reasonably necessary to avoid any of the following:

(a) Unfairly exposing the company or the defendants to a multiplicity of actions.

(b) Materially adversely affecting the interests of the company's creditors.

(c) Interfering with a fair distribution of any recovery among interested persons.

2. Treat a derivative action as a direct action subject to, or exempt from, any provisions of this article the court chooses and order recovery to be paid to the plaintiff if the court finds that justice so requires.
A.R.S. § 29-1005 — Arizona Code / Title 29 / Chapter 5 / Article 1 / Section 1005
29-1005 Execution, filing and recording of statements
Status: in_force

29-1005. Execution, filing and recording of statements

A. A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.

B. A certified copy of a statement that has been filed in the office of the secretary of state and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state does not have the effect provided for recorded statements in this chapter.

C. Other than a statement of qualification under section 29-1101, a statement filed by a partnership shall be executed by at least two partners. Other statements shall be executed by a partner or any other person authorized by this chapter. Whether or not a statement contains an acknowledgment, verification or proof, the signature of each person signing a statement constitutes the affirmation or acknowledgment of that person, under penalty of perjury, that the statement is that person's act and deed or the act and deed of the partnership and that the facts stated in the statement are true.

D. A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement and states the substance of the amendment or cancellation.

E. A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or any other person does not limit the effectiveness of the statement as to a person who is not a partner.

F. The secretary of state may collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement.
A.R.S. § 29-3108 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3108
29-3108 Nature, purpose and duration of limited liability company
Status: in_force

29-3108. Nature, purpose and duration of limited liability company

A. A limited liability company is an entity distinct from its member or members.

B. Except as provided in subsections C and D of this section, a limited liability company may have any lawful purpose, regardless of whether the purpose is for profit.

C. A limited liability company may not engage in the business of banking.

D. A limited liability company may not be an insurer as defined in section 20-104 unless as a title insurance agent as defined in section 20-1562 or as a pure captive insurer as defined in section 20-1098 that is expressly authorized by the director of the department of insurance and financial institutions pursuant to title 20.  For the purposes of title insurance transactions or pure captive insurance business, the members of the company are individually responsible, equally and ratably, and not one for another, for all contracts, debts and engagements of the company, to the extent of the amount of each member's initial investment in the company.

E. A limited liability company has perpetual duration.
A.R.S. § 29-2606 — Arizona Code / Title 29 / Chapter 6 / Article 6 / Section 2606
29-2606 Effect of division
Status: in_force

29-2606. Effect of division

A. When a division becomes effective:

1. If the dividing entity is to survive the division, the dividing entity continues to exist.

2. If the dividing entity is not to survive the division, the dividing entity ceases to exist.

3. The resulting entities created in the division come into existence.

4. As and to the extent specified in the plan of division, property, including rights, privileges, immunities and powers, of the dividing entity is allocated to and vests in the resulting entities created in the division or continues to be vested in the dividing entity, in each case automatically and without assignment, reversion or impairment.

5. Any property, including rights, privileges, immunities and powers, not allocated by the plan of division:

(a) If the dividing entity survives the division, remains vested in the dividing entity.

(b) If the dividing entity does not survive the division, is allocated to and vests equally in the resulting entities as tenants in common, in each case automatically and without assignment, reversion or impairment.

6. Any pending action or proceeding to which the dividing entity is a party at the effective time of the division continues and the name of a new resulting entity to which a cause of action is allocated as provided in paragraphs 4 and 5 of this subsection may be substituted for the name of the dividing entity or added in that action or proceeding.

7. All obligations of the dividing entity are allocated between or among the resulting entities as provided in section 29-2607.

8. If the dividing entity survives the division:

(a) Its public organizational document, if any, is amended if and to the extent provided in the statement of division.

(b) Its private organizational documents that are to be in a record, if any, are amended if and to the extent provided in the plan of division.

9. The interests in the dividing entity that are to be converted in the division are converted and the interest holders of those interests are entitled only to the rights provided to them under the plan of division and to any appraisal rights they may have under section 29-2109 and the dividing entity's governing statute.

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

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

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

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

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

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

E. When a division becomes effective, a foreign entity that is a resulting entity:

1. May be served with process in this state for the collection and enforcement of any obligations of a domestic dividing entity that were allocated to the foreign entity pursuant to this article, 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 a division 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 foreign dividing entity that does not survive the division is automatically revoked or cancelled.

G. A person does not have constructive notice of an allocation of an interest in real estate in a division until the allocation is recorded in compliance with the requirements for recording of interests in real estate in the state where the real property is located.
A.R.S. § 29-1041 — Arizona Code / Title 29 / Chapter 5 / Article 5 / Section 1041
29-1041 Partner not co-owner of partnership property
Status: in_force

29-1041. Partner not co-owner of partnership property

A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.
A.R.S. § 29-364 — Arizona Code / Title 29 / Chapter 3 / Article 11 / Section 364
29-364 Application to existing limited partnership; definition
Status: in_force

29-364. Application to existing limited partnership; definition

A. For purposes of this chapter a limited partnership formed under any prior statute of this state and in existence on July 24, 1982 is deemed an existing limited partnership. An existing limited partnership and its partners are governed by this chapter and have the same rights and are subject to the same limitations, restrictions and liabilities as a limited partnership formed under this chapter and its partners, except as follows:

1. The partners of an existing limited partnership are not required to execute and file a certificate of limited partnership under this chapter in order to maintain continued existence as a limited partnership under this chapter. As used in this chapter with respect to an existing limited partnership, unless the context otherwise requires, "certificate of limited partnership" means the certificate of limited partnership executed and filed or recorded pursuant to the statute under which such limited partnership was formed, and the certificate as amended or restated.

2. The provisions of this chapter relating to the events requiring, and the method of effecting, an amendment or cancellation of a certificate of limited partnership apply to an existing limited partnership to the same extent and in the same way such provisions apply to a limited partnership formed under this chapter, except that the first amendment of the certificate of limited partnership of an existing limited partnership made after July 24, 1982 shall be effected by the execution and filing of a certificate of amendment setting forth all of the information specified in section 29-308, subsection A. Such information shall be current as of the date of the filing of the certificate of amendment which may be in the form of a restated certificate of limited partnership. The execution and filing of such certificate of amendment shall not result in the dissolution or in any way adversely affect the continued existence of the existing limited partnership.

3. An existing limited partnership is not subject to section 29-302, paragraph 1 or 3 with respect to its name as set forth in its certificate of limited partnership on July 24, 1982, but it becomes subject to such provisions if, and at the time, any change in its name is made after July 24, 1982, except that the addition of the words "limited partnership" to an existing limited partnership's name is not, for the purpose of this section, deemed a change of name.

4. An existing limited partnership is not subject to section 29-304, paragraph 2 until the execution and filing with the secretary of state of the certificate of amendment referred to in paragraph 2 of this subsection, at which time the general partners of an existing limited partnership shall have the obligation, and the right and power, to appoint and thereafter continuously maintain an agent for service of process as required by section 29-304, paragraph 2.

5. The references in this chapter to the date of the filing of a limited partnership's original certificate of limited partnership mean, with respect to an existing limited partnership, the date on which the existing limited partnership's original certificate of limited partnership was filed or recorded pursuant to the statute under which it was formed.

6. A certificate of amendment, a restated certificate of limited partnership or a certificate of cancellation with respect to an existing limited partnership, in addition to setting forth the information specified in section 29-309, subsection A, section 29-309, subsection F or section 29-310, shall state the place where the original certificate of limited partnership was filed or recorded.

7. Sections 29-327, 29-328 and 29-338 apply only to contributions and distributions made after July 24, 1982.

8. Section 29-342 applies only to assignments made after July 24, 1982.

9. Unless otherwise agreed to by the partners, the applicable provisions of prior statutes governing allocation of profits and losses rather than section 29-329, distributions to a withdrawing partner rather than section 29-334 and distributions of assets on the winding up of a limited partnership rather than section 29-347 govern limited partnerships formed before July 24, 1982.

B. From and after July 24, 1982, all amendments to, restatements or any cancellation of the certificate of limited partnership of an existing limited partnership shall be filed with the secretary of state and no such amendment, restatement or cancellation shall be recorded in the office of the county recorder of any county of this state.

C. Notwithstanding any other provision of this section, on or before December 31, 1984, every existing limited partnership shall execute and file with the secretary of state a certificate of amendment which conforms to the requirements of subsection A, paragraphs 2, 4 and 6 of this section. Failure to execute and file such an amendment shall not result in the dissolution or in any way adversely affect the continued existence of the existing limited partnership. However, such existing limited partnership may not maintain any action, suit or proceeding in any court of this state after December 31, 1984, until such an amendment has been filed.
A.R.S. § 29-3908 — Arizona Code / Title 29 / Chapter 7 / Article 9 / Section 3908
29-3908 Withdrawal on dissolution
Status: in_force

29-3908. Withdrawal on dissolution

A. A registered foreign limited liability company or registered foreign series that has dissolved and completed winding up or otherwise has ceased to exist shall deliver a statement of withdrawal to the commission for filing.  The statement must state all of the following:

1. The name of the foreign company or foreign series.

2. The jurisdiction of formation of the foreign company or foreign series.

3. That the foreign company or foreign series surrenders its registration to do business in this state.

4. That the foreign company or foreign series has dissolved and completed winding up or otherwise has ceased to exist.

B. After a withdrawal under this section has become effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to section 29-3119.
A.R.S. § 29-302 — Arizona Code / Title 29 / Chapter 3 / Article 1 / Section 302
29-302 Name
Status: reserved

29-302. Name

The name of each limited partnership as set forth in its certificate of limited partnership:

1. Shall contain the words "limited partnership" or the initials "l.p." or "LP", in upper or lower case;

2. May not contain the name of a limited partner unless:

(a) It is also the name of a general partner or the corporate name of a corporate general partner; or

(b) The business of the limited partnership had been carried on under that name before the admission of that limited partner; and

3. Must be distinguishable from the name of any limited liability company, corporation or limited partnership organized under the laws of this state or licensed or registered as a foreign limited liability company, corporation or limited partnership in this state or a name the exclusive right to which at the time, is reserved in the manner provided under the laws of this state or a trade name registered pursuant to title 44, chapter 10, article 3.1. This paragraph does not apply if the applicant files with the secretary of state either of the following:

(a) The written consent of the holder of the name to use the same name and one or more words are added or deleted to make the name distinguishable from the other name.

(b) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to use the name applied for in this state.
A.R.S. § 29-3709 — Arizona Code / Title 29 / Chapter 7 / Article 7 / Section 3709
29-3709 Reinstatement
Status: in_force

29-3709. Reinstatement

A. A limited liability company that is administratively dissolved under section 29-3708 may apply to the commission for reinstatement not later than six years after the effective date of dissolution.

B. If the limited liability company has not applied for reinstatement within six months after the effective date of the administrative dissolution, the commission shall release the company's name for use in accordance with this chapter or by a person intending to register the name as a trademark pursuant to section 44-1460.

C. The application must state all of the following:

1. The name of the company at the time of its administrative dissolution.

2. The name and address of the company's statutory agent and, if different, the principal address of the company.

3. That the grounds for dissolution did not exist or have been cured.

D. If another person has adopted the name of the limited liability company as an entity or partnership name or as a trade name or trademark, the company shall deliver for filing, simultaneously with delivery of the application for reinstatement, articles of amendment that adopt a new name for the company.

E. To be reinstated, a limited liability company must pay all fees and penalties that were due to the commission at the time of the company's administrative dissolution and all fees and penalties that would have been due to the commission while the company was administratively dissolved.

F. If the commission determines that an application under subsection A of this section contains the required information, is satisfied that the information is correct, determines that subsection D of this section has been complied with, if applicable, and determines that all payments required to be made to the commission under subsection E of this section have been made, the commission shall do all of the following:

1. Cancel the statement of administrative dissolution and issue a statement of reinstatement that states the commission's determination and the effective date of reinstatement.

2. File the statement of reinstatement.

3. Deliver a copy of the statement of reinstatement to the limited liability company.

G. When reinstatement under this section has become effective, the following rules apply:

1. The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.

2. The limited liability company resumes carrying on its activities and affairs as if the administrative dissolution had not occurred.

3. The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.
A.R.S. § 29-3122 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3122
29-3122 Powers of commission
Status: in_force

29-3122. Powers of commission

The commission has the power reasonably necessary to administer this chapter efficiently and to perform the duties imposed on the commission under this chapter.
A.R.S. § 29-1105 — Arizona Code / Title 29 / Chapter 5 / Article 10 / Section 1105
29-1105 Law governing foreign limited liability partnerships
Status: in_force

29-1105. Law governing foreign limited liability partnerships

A. The laws of the state or other jurisdiction under which a foreign limited liability partnership is formed or created govern relations among the partners and between the partners and the partnership, and the liability of partners for obligations or the partnership.

B. A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the laws of another jurisdiction under which the foreign limited liability partnership is formed or created and the laws of this state.

C. A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a limited liability partnership may not engage in or exercise in this state as a limited liability partnership.
A.R.S. § 29-346 — Arizona Code / Title 29 / Chapter 3 / Article 8 / Section 346
29-346 Winding up
Status: in_force

29-346. Winding up

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners may wind up the limited partnership's affairs, but the superior court may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee.
A.R.S. § 29-4005 — Arizona Code / Title 29 / Chapter 7 / Article 10 / Section 4005
29-4005 Statement of merger or other transaction as articles of termination; publication or posting
Status: in_force

29-4005. Statement of merger or other transaction as articles of termination; publication or posting

A. A statement of merger, conversion, domestication or division shall serve as the articles of termination for a domestic limited liability company that is not the surviving or resulting business entity in a transaction.

B. If a statement of merger includes amendments to the articles of organization of a domestic limited liability company, the document shall be published as provided in section 29-3202, subsection H, paragraph 1 or the commission shall input the information into the database as prescribed by section 29-3202, subsection H, paragraph 2.  The document required to be filed and published or posted shall be styled "statement of merger".
A.R.S. § 29-360 — Arizona Code / Title 29 / Chapter 3 / Article 11 / Section 360
29-360 Construction and application
Status: in_force

29-360. Construction and application

This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it.
A.R.S. § 29-3401 — Arizona Code / Title 29 / Chapter 7 / Article 4 / Section 3401
29-3401 Becoming a member; transferable interest; ownership of interest in limited liability company
Status: in_force

29-3401. Becoming a member; transferable interest; ownership of interest in limited liability company

A. At the time of formation, a limited liability company must have at least one member. If a company is to have only one member on formation, the person becomes a member by agreeing to be a member and by being identified as the member in the articles of organization.  The member and the organizer may be, but are not required to be, different persons.  If the member and organizer are different persons, the organizer acts on behalf of the initial member.

B. If a limited liability company is to have more than one member on formation, those persons become members as agreed by the persons before the formation of the company.  The organizer acts on behalf of the persons in forming the company and may be, but is not required to be, one of the persons.

C. After formation of a limited liability company, a person becomes a member by any of the following:

1. As provided in the operating agreement.

2. As the result of a transaction effective under article 10 of this chapter.

3. By agreeing to become a member, with the affirmative vote or consent of all the members.

4. As provided in section 29-3701, subsection A, paragraph 3.

D. A person may become a member without either:

1. Acquiring a transferable interest.

2. Making or being obligated to make a contribution to the limited liability company.

E. A transferable interest may be held by two or more natural persons as joint tenants with right of survivorship or by a married couple as community property with right of survivorship.  Except as otherwise provided in this section, an assignment or issuance of a transferable interest to two or more natural persons creates a tenancy in common, except an assignment or issuance to a married couple.

F. A joint tenancy with right of survivorship is created when a written operating agreement expressly declares that two or more natural persons hold a transferable interest as joint tenants with right of survivorship or in joint tenancy with right of survivorship. A joint tenancy with right of survivorship may also be created by a written assignment of a transferable interest to two or more natural persons, who may include one or more assignors, or by the articles of organization, if the written assignment or the articles have been signed by each joint tenant and contain the express written declaration that the joint tenants hold the assigned transferable interest as joint tenants with right of survivorship or in joint tenancy with right of survivorship.

G. An estate in community property with right of survivorship is created when a written operating agreement expressly declares that a married couple holds a transferable interest as community property with right of survivorship.  An estate in community property with right of survivorship may also be created by a written assignment of a transferable interest to a married couple, who may include one or both assignor spouses, or by the articles of organization, if the written assignment or the articles have been signed by each spouse and contain the express written declaration that the married couple holds the assigned transferable interest as community property with right of survivorship.

H. All co-owners of a transferable interest held as joint tenants with right of survivorship, as community property or as community property with right of survivorship own an equal undivided interest in the transferable interest.  Each co-owner of a transferable interest, whether the transferable interest is held as tenants in common, joint tenants with right of survivorship, community property or community property with right of survivorship, shall have only the rights of a transferee with respect to the interest, both during the lifetime and following the death of any other co-owner, unless and until the co-owner becomes a member in accordance with subsection C of this section.

I. If a transferable interest is held by two or more persons in joint tenancy with right of survivorship or by a married couple as community property with right of survivorship, after the death of a co-owner of the transferable interest all of the following apply:

1. The surviving co-owner or co-owners of the transferable interest shall succeed to the ownership of the decedent's interest in the transferable interest without further action by the limited liability company or the other members and shall have only the rights of a transferee with respect to the interest, unless and until the co-owner or co-owners are admitted as a member or members in accordance with subsection C of this section.

2. The decedent's interest in the hands of the surviving co-owner or co-owners shall continue to be subject to all obligations and liabilities to which that interest was subject immediately before the death under the terms of the operating agreement or other agreement among one or more members or third parties.

3. If there is more than one surviving co-owner of a transferable interest held in joint tenancy with right of survivorship, after the death of a co-owner the surviving co-owners shall continue to own the transferable interest in equal shares as joint tenants with right of survivorship.

J. The distribution, voting, approval and other management rights with respect to a transferable interest that is co-owned by two or more persons, whether the transferable interest is held as tenants in common, joint tenants with right of survivorship, community property or community property with right of survivorship, shall be the same as if the interest were held by only one person.

K. Each co-owner of a transferable interest who becomes a member may exercise all voting, approval and other management rights of a member, including the right to approve an amendment to the operating agreement, with respect to an interest held as tenancy in common, joint tenancy with right of survivorship, community property or community property with right of survivorship.

L. The limited liability company is entitled to rely in good faith on the act of a member that purports to be taken in the exercise of any voting, approval or other management right, including the right to approve an amendment to the operating agreement relating to a transferable interest that is co-owned by the member with one or more other persons, whether the transferable interest is held as tenants in common, joint tenants with right of survivorship, community property or community property with right of survivorship.

M. If a co-owner of a transferable interest held as joint tenants with right of survivorship or community property with right of survivorship transfers part or all of the co-owner's share of the transferable interest, the right of survivorship is extinguished and the co-owners of the transferable interest after the transfer hold their shares of the transferable interest as tenants in common.  In the case of community property with right of survivorship, the right of survivorship is also extinguished as provided in section 14-2803 or 14-2804 or on the delivery to the limited liability company, at its principal address, of an affidavit entitled "affidavit terminating right of survivorship" that is executed by either spouse under oath stating the spouse's intent to terminate the right of survivorship and describing the affected transferable interest.  The delivery of the affidavit does not extinguish the community property interest of either spouse.

N. A limited liability company is not required to give effect to any creation or extinguishment of a right of survivorship until the company has received written notice of the change in the form of ownership or of the creation or the extinguishment of a right of survivorship at its principal address.

O. With respect to a transferable interest owned in joint tenancy with right of survivorship, tenancy in common or community property with or without right of survivorship, if a charging order from a court of competent jurisdiction is obtained against a co-owner's share of the transferable interest, it shall attach only to that co-owner's share or portion of the transferable interest and not to the share or portion of the other co-owner or co-owners.
A.R.S. § 29-1061 — Arizona Code / Title 29 / Chapter 5 / Article 7 / Section 1061
29-1061 Purchase of dissociated partner's interest
Status: in_force

29-1061. Purchase of dissociated partner's interest

A. If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 29-1071, the partnership shall cause the dissociated partner's interest, if any, in the partnership to be purchased for a buyout price determined pursuant to subsection B of this section.

B. The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under section 29-1077, subsection B if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the continuing services of any of the partners and the partnership were wound up as of that date. Interest shall be paid from the date of dissociation to the date of payment.

C. Damages for wrongful dissociation under section 29-1052, subsection B, and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment.

D. A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under section 29-1062.

E. If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount, if any, the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection C of this section.

F. If a deferred payment is authorized under subsection H of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection C of this section, stating the time of payment, the amount and type of security for payment and the other terms and conditions of the obligation.

G. The payment or tender required by subsection E or F of this section shall be accompanied by the following:

1. A written statement of partnership assets and liabilities as of the date of dissociation.

2. The latest available partnership balance sheet and income statement, if any.

3. A written explanation of how the estimated amount of the payment was calculated.

4. Written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection C of this section or other terms of the obligation to purchase.

H. A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause material hardship to the business of the partnership. A deferred payment shall bear interest and shall be adequately secured by partnership assets if and to the extent reasonably practicable.

I. A dissociated partner may maintain an action against the partnership, pursuant to section 29-1035, subsection B, paragraph 2, subdivision (b), to determine the buyout price of that partner's interest, any offsets under subsection C of this section or other terms of the obligation to purchase. The action shall be commenced within one hundred twenty days after the partnership tenders payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection C of this section and accrued interest and shall enter judgment for any additional payment or refund. If deferred payment is authorized under subsection H of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection G of this section.
A.R.S. § 29-4106 — Arizona Code / Title 29 / Chapter 7 / Article 11 / Section 4106
29-4106 Name
Status: in_force

29-4106. Name

The name of a professional limited liability company authorized to transact business in this state shall satisfy the requirements of section 29-3112, except that the name shall contain the words "professional limited liability company" or the abbreviation "P.L.L.C.", "P.L.C.", "PLLC" or "PLC" in uppercase or lowercase letters.
A.R.S. § 29-3502 — Arizona Code / Title 29 / Chapter 7 / Article 5 / Section 3502
29-3502 Transfer of transferable interest
Status: in_force

29-3502. Transfer of transferable interest

A. A transfer, in whole or in part, of a transferable interest:

1. Is permissible.

2. Does not by itself cause a person's dissociation as a member or a dissolution and winding up of the limited liability company's activities and affairs.

3. Subject to section 29-3504, does not entitle the transferee to either of the following:

(a) Participate in the management or conduct of the company's activities and affairs.

(b) Except as otherwise provided in subsections B and C of this section, have access to records or other information concerning the company's activities and affairs.

B. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. Solely for a purpose that is reasonably related to the transferee's right to receive distributions, a transferee has the rights to information under section 29-3410, subsection B.

C. In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.

D. A transferable interest may be evidenced by a certificate of the interest issued by a limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.  A company may not issue a certificate of the interest in bearer form.

E. A limited liability company is not required to give effect to a transferee's rights under this section until the company knows or has notice of the transfer.

F. A transfer of a transferable interest in violation of a restriction on transfer is ineffective if the intended transferee has knowledge or notice of the restriction at the time of the transfer or if the restriction is set forth in an operating agreement embodied in a signed record.

G. Except as otherwise provided in section 29-3602, paragraph 4, subdivision (b), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.

H. If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under sections 29-3403 and 29-3406 that are known to the transferee when the transferee becomes a member or that are set forth in an operating agreement embodied in a signed record.
A.R.S. § 29-2205 — Arizona Code / Title 29 / Chapter 6 / Article 2 / Section 2205
29-2205 Statement of merger; effective date
Status: in_force

29-2205. Statement of merger; effective date

A. A statement of merger must be signed on behalf of each merging entity. The statement of merger must be delivered for filing:

1. In the case of a domestic surviving entity created by the merger, with the appropriate filing authority, if any, for the domestic surviving entity and, if there is a different filing authority for any domestic merging entity, with the different filing authority.

2. For a domestic merging entity, with the appropriate filing authority, if any, and if there is a different filing authority for any other domestic merging entity, with the different filing authority.

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

1. The name, jurisdiction of organization and type of each merging entity that is not the surviving entity.

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

3. If the surviving entity is a domestic filing entity or is a qualified foreign entity, both of the following:

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

(b) The name and street address of the surviving 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 merger.

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

(a) If the surviving entity or at least one merging entity is a domestic filing entity and if the statement of merger is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which shall not be more than ninety days after the date of its delivery to the appropriate filing authority.

(b) If neither the surviving entity nor any merging entity is a domestic filing entity and if the statement of merger is not to be effective on the signing of the statement of merger, the later date and time on which it will become effective.

5. A statement that the merger was approved by each domestic merging entity, if any, in accordance with this article and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of organization.

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

7. If the surviving entity is created by the merger and 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.

8. If the surviving 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.

9. If the surviving 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 29-2206, subsection E.

10. If the surviving entity is created by the merger and 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 merger may contain any other provision not prohibited by law.

D. If the surviving entity 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 merger.

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 merger that is signed on behalf of all of the merging entities and that meets all of the requirements of subsection B of this section:

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

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

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

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

2. If neither the surviving entity nor any merging entity is a domestic filing entity, both the statement of merger and the merger are effective on the signing of the statement of merger or, if applicable, the later date and time specified in the statement of merger.
A.R.S. § 29-318 — Arizona Code / Title 29 / Chapter 3 / Article 3 / Section 318
29-318 Voting
Status: in_force

29-318. Voting

Subject to section 29-319, the partnership agreement may grant to all or a specified group of the limited partners the right to vote on a per capita or other basis upon any matter.
A.R.S. § 29-1007 — Arizona Code / Title 29 / Chapter 5 / Article 1 / Section 1007
29-1007 Partnership subject to amendment or repeal
Status: in_force

29-1007. Partnership subject to amendment or repeal

A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
A.R.S. § 29-1103 — Arizona Code / Title 29 / Chapter 5 / Article 10 / Section 1103
29-1103 Publication and annual reports; late filing penalty
Status: in_force

29-1103. Publication and annual reports; late filing penalty

A. Within sixty days after the filing with the secretary of state of a statement of qualification, there shall be published in a newspaper of general circulation in the county of the limited liability partnership's chief executive office, or if the limited liability partnership's chief executive office is not located in this state, in the county of the limited liability partnership's office in this state, or if none, the county of the limited liability partnership's statutory agent, for three consecutive publications, a copy of the statement of qualification.

B. A limited liability partnership and a foreign limited liability partnership authorized to transact business in this state shall file an annual report with the office of the secretary of state that sets forth all of the following:

1. The name of the limited liability partnership and the state or country under whose laws the foreign limited liability partnership is formed or created.

2. The current street address of the office required to be set forth in section 29-1101, subsection C, paragraph 2.

3. The name and street address of its agent for service of process in this state.

C. An annual report must be filed between January 1 and April 30 of each year following the calendar year in which a partnership or limited partnership files a statement of qualification to become a limited liability partnership or a foreign partnership becomes authorized to transact business in this state.  If a limited liability partnership is delinquent in filing its annual report, the secretary of state may assess a late filing penalty when the limited liability partnership submits its annual report.

D. The secretary of state may administratively revoke the statement of qualification of a limited liability partnership if the secretary of state determines that the statement of qualification does not conform to the filing provisions of this article or if the limited liability partnership fails to file an annual report when due or to pay the required filing fee or fails to perform the publication requirements of subsection A of this section.  The secretary of state must provide the limited liability partnership at least sixty days' written notice of the intent to revoke the statement.  The notice shall be mailed to the limited liability partnership at its office set forth in the last filed statement of qualification or annual report. The notice must specify the nonconformance, that the statement of qualification has not been published pursuant to subsection A of this section, the annual reports that have not been filed or the fees that have not been paid and the future effective date of revocation. The revocation will not be effective if the specified filing requirements, evidence of publication or annual reports are filed and the specified fees are paid before the specified effective date of revocation.

E. A revocation under subsection D of this section only affects a partnership's or limited partnership's status as a limited liability partnership and does not constitute an event of dissolution of the partnership or limited partnership.

F. A partnership or limited partnership whose statement has been administratively revoked may apply to the secretary of state for reinstatement within two years after the effective date of the revocation. The application shall recite the name of the partnership or limited partnership and the effective date of the revocation and state that the grounds for revocation either did not exist or have been corrected. If another corporation or partnership has adopted the name of the limited liability partnership or another person has adopted the name of the limited liability partnership as a trade name, the application shall be accompanied by an amendment to the statement of foreign qualification that is in accordance with section 29-1105 and that adopts a new name for the limited liability partnership that complies with section 29-1102.

G. A reinstatement under subsection F of this section relates back to and takes effect as of the effective date of the administrative revocation, and the partnership's or limited partnership's status as a limited liability partnership continues as if the administrative revocation never occurred.

H. An amendment to the statement of qualification shall be filed by a limited liability partnership or foreign limited liability partnership not later than sixty days after the occurrence of any of the following:

1. A change in the name of the limited liability partnership.

2. A change in the address of the chief executive office of the partnership.

3. The partnership or limited partnership has knowledge that a material statement in the statement of qualification was false or inaccurate when made or that any facts described therein have changed, making the statement of qualification inaccurate in any material respect.

I. An amendment to the statement of qualification may be filed for any other proper purpose. The filing of a statement of cancellation by or on behalf of a partnership or limited partnership pursuant to this section shall be effective only to cancel the partnership's or limited partnership's qualification as a limited liability partnership and, unless it specifically so provides, shall not indicate the dissolution of the partnership or limited partnership.  On any revocation or the filing of any statement of cancellation, the secretary of state shall be the agent for service of process in any action, suit or proceeding based on any cause of action arising during the time the limited liability partnership was qualified under section 29-1101 or the foreign limited liability partnership was authorized to transact business in this state.
A.R.S. § 29-4104 — Arizona Code / Title 29 / Chapter 7 / Article 11 / Section 4104
29-4104 Application of general limited liability company law
Status: in_force

29-4104. Application of general limited liability company law

Professional limited liability companies shall be governed by the laws applicable to other limited liability companies except insofar as the laws are limited or enlarged by or contrary to this article, in any of which events this article shall be controlling.
A.R.S. § 29-314 — Arizona Code / Title 29 / Chapter 3 / Article 2 / Section 314
29-314 Liability for false statement in certificate
Status: in_force

29-314. Liability for false statement in certificate

If any certificate of limited partnership or certificate of amendment, restated certificate of limited partnership or certificate of cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:

1. Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and

2. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for execution of certificate under section 29-312.
A.R.S. § 29-3706 — Arizona Code / Title 29 / Chapter 7 / Article 7 / Section 3706
29-3706 Court proceedings
Status: in_force

29-3706. Court proceedings

A. A dissolved limited liability company that has filed and published a notice under section 29-3705 may file an application with the superior court in the county where the company's principal address is located or, if the principal address is not located in this state, in the county where the office of its statutory agent is or was last located for a determination of the amount and form of security to be provided for the payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the company and that either:

1. At the time of application either:

(a) Are contingent.

(b) Have not been made known to the company.

2. Are based on an event occurring after the date of dissolution.

B. Security is not required for any claim that is or is reasonably anticipated to be barred under section 29-3705.

C. Not later than ten days after the filing of an application under subsection A of this section, the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.

D. In a proceeding under this section, the court may appoint a person to represent all claimants whose identities are unknown. The reasonable fees and expenses of the person, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.

E. A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection A of this section satisfies the company's obligations with respect to claims that are contingent, have not been made known to the company or are based on an event occurring after the date of dissolution and such claims may not be enforced against a member or transferee on account of assets received in liquidation.
A.R.S. § 29-366 — Arizona Code / Title 29 / Chapter 3 / Article 11 / Section 366
29-366 Fees
Status: in_force

29-366. Fees

The secretary of state shall charge and collect in advance and deposit, pursuant to sections 35-146 and 35-147, in the state general fund the following fees:

1. Filing a certificate of limited partnership, ten dollars, plus three dollars per page.

2. Filing a certificate of amendment or any document described in chapter 6 of this title, ten dollars, plus three dollars per page.

3. Filing a restated certificate of limited partnership, ten dollars, plus three dollars per page.

4. Filing a certificate of cancellation of limited partnership, ten dollars, plus three dollars per page.

5. Filing an application for registration as a foreign limited partnership, ten dollars, plus three dollars per page.

6. Issuing a certificate of registration to transact business in this state, ten dollars.

7. Filing a certificate correcting a statement contained in an application for registration of a foreign limited partnership, ten dollars, plus three dollars per page.

8. Filing a certificate of cancellation of the registration of a foreign limited partnership, ten dollars, plus three dollars per page.

9. Filing an application for reservation of a name, ten dollars.

10. Filing a certificate declaring withdrawal under section 29-320, subsection A, paragraph 2, ten dollars, plus three dollars per page.

11. At time of any service of process upon the secretary of state as agent for service of process, twenty-five dollars, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action.

12. Document certification, five dollars per document.
A.R.S. § 29-3301 — Arizona Code / Title 29 / Chapter 7 / Article 3 / Section 3301
29-3301 Agency power of member and manager
Status: in_force

29-3301. Agency power of member and manager

A. In a member-managed limited liability company, both of the following apply:

1. Each member is an agent of the company for the purpose of conducting the company's activities and affairs in the ordinary course.

2. The act of each member done in the ordinary course of the company's activities and affairs binds the company unless the acting member has in fact no authority to act for the company in the particular matter and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.

B. In a manager-managed limited liability company, all of the following apply:

1. A member is not an agent of the company solely by reason of being a member except to the extent that authority has been delegated to the member by the manager or managers or by the provisions of an operating agreement.

2. Each manager is an agent of the company for the purpose of conducting the company's activities and affairs in the ordinary course.

3. The act of each manager done in the ordinary course of the company's activities and affairs binds the company unless the acting manager has in fact no authority to act for the company in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.
A.R.S. § 29-3102 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3102
29-3102 Definitions
Status: in_force

29-3102. Definitions

In this chapter, unless the context otherwise requires:

1. "Articles of organization" means the articles required by section 29-3201. Articles of organization includes the articles as amended or restated.

2. "Commission" means the corporation commission.

3. "Contribution" means property or a benefit described in section 29-3402 that is provided by a person to a limited liability company to become a member or in the person's capacity as a member.

4. "Debtor in bankruptcy" means a person that is the subject of either of the following:

(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.

5. "Designating foreign company" means, with respect to any foreign series, the foreign limited liability company that designated or otherwise established the foreign series in accordance with the law of its jurisdiction of formation.

6. "Distribution":

(a) Means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member.

(b) Includes both of the following:

(i) A redemption or other purchase by a limited liability company of a transferable interest.

(ii) A transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or to have access to records or other information concerning the company's activities and affairs.

(c) Does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or another bona fide benefits program.

7. "Foreign limited liability company" means an unincorporated entity that is formed under the law of a jurisdiction other than this state and that would be a limited liability company if the unincorporated entity were formed under the law of this state and includes a foreign series for the purposes of this article.

8. "Foreign series" means a series of a foreign limited liability company that has been established as such in accordance with the law of a jurisdiction other than this state.

9. "Jurisdiction", when used to refer to a political entity, means the United States, a state, a foreign country or a political subdivision of a foreign country.

10. "Jurisdiction of formation" means the jurisdiction whose law governs the internal affairs of an entity.

11. "Limited liability company", except when used in the phrase foreign limited liability company and in article 10 of this chapter:

(a) Means an entity that is formed under this chapter or that becomes subject to this chapter under article 10 of this chapter or section 29-3110.

(b) Includes a limited liability company with a single member.

12. "Majority in interest of the members" means, at any particular time, one or more members that hold in the aggregate a majority of the interests in the limited liability company's profits held at that time by all members, disregarding any profit interests held by persons that are not members.  The members' respective interests in the company's profits are in proportion to their rights to share in distributions that exceed the repayment of their contributions on dissolution and winding up of the company.

13. "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 29-3407, subsection C.

14. "Manager-managed limited liability company" means a limited liability company that qualifies under section 29-3407, subsection A.

15. "Member" means a person that both:

(a) Has become a member of a limited liability company under section 29-3401 or was a member in a company when the company became subject to this chapter under section 29-3110.

(b) Has not dissociated under section 29-3602.

16. "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company.

17. "Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 29-3105, subsection A. Operating agreement includes the agreement as amended or restated.

18. "Organizer" means a person that acts under section 29-3201 to form a limited liability company.

19. "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation or government or governmental subdivision, agency or instrumentality or any other legal or commercial entity.

20. "Principal address" means the mailing address of a limited liability company or foreign limited liability company, whether or not located in this state.

21. "Property" means all property, whether real, personal or mixed or tangible or intangible, or any right or interest therein.

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

23. "Registered foreign limited liability company":

(a) Means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the commission.

(b) Includes a registered foreign series for the purposes of this article.

24. "Registered foreign series" means a foreign series that is registered to do business in this state pursuant to a statement of registration filed by the commission.

25. "Sign" means, with present intent to authenticate or adopt a record, to either:

(a) Execute or adopt a tangible symbol.

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

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

27. "Statutory agent" means the agent of a limited liability company or foreign limited liability company that is authorized to receive service of any process, notice or demand required or permitted by law to be served on the company.

28. "Transfer" includes:

(a) An assignment.

(b) A conveyance.

(c) A sale.

(d) A lease.

(e) An encumbrance, including a mortgage or security interest.

(f) A gift.

(g) A transfer by operation of law.

29. "Transferable interest" means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right, and applies to any fraction of the interest, by whomever owned.

30. "Transferee":

(a) Means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.

(b) Includes a person that owns a transferable interest under section 29-3603, subsection A, paragraph 3.
A.R.S. § 29-2101 — Arizona Code / Title 29 / Chapter 6 / Article 1 / Section 2101
29-2101 Short title
Status: in_force

29-2101. Short title

This chapter may be cited as the "Arizona Entity Restructuring Act".
A.R.S. § 29-1042 — Arizona Code / Title 29 / Chapter 5 / Article 5 / Section 1042
29-1042 Partner's transferable interest in partnership
Status: in_force

29-1042. Partner's transferable interest in partnership

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.
A.R.S. § 29-1082 — Arizona Code / Title 29 / Chapter 5 / Article 9 / Section 1082
29-1082 Entity restructuring transactions
Status: in_force

29-1082. Entity restructuring transactions

A. If a plan is approved as provided by section 29-1083, a partnership may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and:

1. Chapter 6, article 2 of this title for a merger.

2. Chapter 6, article 3 of this title for an interest exchange.

3. Chapter 6, article 4 of this title for a conversion.

4. Chapter 6, article 5 of this title for a domestication.

5. Chapter 6, article 6 of this title for a division.

B. The effective time and date of the transaction are as provided in chapter 6 of this title.  Except as expressly set forth in this article, the procedures regarding the effect of and all other aspects of the transaction are governed by chapter 6 of this title.

C. This section does not limit the power of a partnership to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.
A.R.S. § 29-3805 — Arizona Code / Title 29 / Chapter 7 / Article 8 / Section 3805
29-3805 Special litigation committee
Status: in_force

29-3805. Special litigation committee

A. If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay the derivative proceeding for the time reasonably necessary to permit the committee to make its investigation, make a determination under subsection D of this section and file with the court a statement of its determination and supporting report under subsection E of this section.  This subsection does not prevent the court from either of the following:

1. Enforcing a person's right to information under section 29-3410.

2. Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

B. A special litigation committee must be composed of one or more disinterested and independent individuals who may be members.

C. A special litigation committee may be appointed:

1. In a member-managed limited liability company, by either of the following:

(a) The affirmative vote or consent of a majority in interest of the members that are not named as parties in the proceeding.

(b) If all members are named as parties in the proceeding, a majority in interest of the members that are named as defendants.

2. In a manager-managed limited liability company, by either of the following:

(a) A majority of the managers that are not named as parties in the proceeding.

(b) If all managers are named as parties in the proceeding, a majority of the managers that are named as defendants.

D. After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:

1. Continue under the control of the plaintiff.

2. Continue under the control of the committee.

3. Be settled on terms approved by the committee.

4. Be dismissed.

E. After making a determination under subsection D of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report.  The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently and with reasonable care, with the committee having the burden of proof.  If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently and with reasonable care, the court shall enforce the determination of the committee.  Otherwise, the court shall dissolve the stay of the derivative proceeding entered under subsection A of this section and allow the action to continue under the control of the plaintiff.
A.R.S. § 29-335 — Arizona Code / Title 29 / Chapter 3 / Article 6 / Section 335
29-335 Distribution in kind
Status: in_force

29-335. Distribution in kind

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
A.R.S. § 29-3117 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3117
29-3117 Resignation of statutory agent
Status: in_force

29-3117. Resignation of statutory agent

A. A statutory agent may resign as an agent for a limited liability company or registered foreign limited liability company by delivering to the commission for filing a statement of resignation that states all of the following:

1. The name of the company or foreign company.

2. The name of the agent.

3. That the agent resigns from serving as statutory agent for the company or foreign company.

4. The address of the company or foreign company to which the agent will send the notice required by subsection C of this section.

B. A statement of resignation takes effect on the earlier of:

1. The thirty-first day after the day on which the statement of resignation is filed by the commission.

2. The designation of a new statutory agent for the limited liability company or registered foreign limited liability company.

C. A statutory agent promptly shall furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which a statement of resignation was filed.

D. When a statement of resignation takes effect, the statutory agent ceases to have responsibility under this chapter for any matter thereafter tendered to the statutory agent as agent for the limited liability company or registered foreign limited liability company.  The resignation does not affect any contractual rights that the company or foreign company has against the agent or that the agent has against the company or foreign company.

E. A statutory agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the company or foreign company is in good standing.
A.R.S. § 29-369 — Arizona Code / Title 29 / Chapter 3 / Article 13 / Section 369
29-369 Entity restructuring transactions
Status: in_force

29-369. Entity restructuring transactions

A. If a plan is approved as provided by section 29-370, a domestic limited partnership may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and:

1. Chapter 6, article 2 of this title for a merger.

2. Chapter 6, article 3 of this title for an interest exchange.

3. Chapter 6, article 4 of this title for a conversion.

4. Chapter 6, article 5 of this title for a domestication.

5. Chapter 6, article 6 of this title for a division.

B. The effective time and date of the transaction are as provided in chapter 6 of this title.  Except as expressly set forth in this article, the procedures regarding the effect of and all other aspects of the transaction are governed by chapter 6 of this title.

C. This section does not limit the power of a limited partnership to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.
A.R.S. § 29-1022 — Arizona Code / Title 29 / Chapter 5 / Article 3 / Section 1022
29-1022 Transfer of partnership property
Status: in_force

29-1022. Transfer of partnership property

A. Partnership property may be transferred as follows:

1. Subject to the effect of a statement of partnership authority under section 29-1023, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.

2. Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

3. Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

B. A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 29-1021 and either:

1. As to a subsequent transferee who gave value for property transferred under subsection A, paragraph 1 or 2 of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

2. As to a transferee who gave value for property transferred under subsection A, paragraph 3 of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

C. A partnership shall not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection B of this section, from any earlier transferee of the property.

D. If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
A.R.S. § 29-3405 — Arizona Code / Title 29 / Chapter 7 / Article 4 / Section 3405
29-3405 Limitations on distributions
Status: in_force

29-3405. Limitations on distributions

A. A limited liability company may not make a distribution, including a distribution under section 29-3707, if after the distribution either of the following applies:

1. The company would not be able to pay its debts as the debts become due in the ordinary course of the company's activities and affairs.

2. The company's total assets would be less than the sum of its total liabilities.

B. A limited liability company may base a determination that a distribution is not prohibited under subsection A of this section on:

1. Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances.

2. A fair valuation or other method that is reasonable under the circumstances.

C. Except as otherwise provided in subsection E of this section, the effect of a distribution under subsection A of this section is measured:

1. In the case of a distribution that is a redemption or other purchase by a limited liability company of a transferable interest or that is a transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or to have access to records or other information concerning the company's activities and affairs, as of the earlier of either of the following:

(a) The date that money or other property is transferred or debt is incurred by the limited liability company.

(b) The date that the person entitled to the distribution ceases to own the interest or right being acquired by the company in return for the distribution.

2. In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed.

3. In all other cases, as of the date of either of the following:

(a) The distribution is authorized, if the payment occurs not later than one hundred twenty days after that date.

(b) The payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized.

D. A limited liability company's indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

E. A limited liability company's indebtedness, including indebtedness issued as a distribution, is not a liability for the purposes of subsection A of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.

F. In measuring the effect of a distribution under section 29-3707, the liabilities of a dissolved limited liability company do not include any claim that has been disposed of under section 29-3704, 29-3705 or 29-3706.
A.R.S. § 29-3104 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3104
29-3104 Governing law
Status: in_force

29-3104. Governing law

The law of this state governs both of the following:

1. The internal affairs of a limited liability company.

2. The liability of a member as member and a manager as manager for a debt, an obligation or another liability of a limited liability company.
A.R.S. § 29-1043 — Arizona Code / Title 29 / Chapter 5 / Article 5 / Section 1043
29-1043 Transfer of partner's transferable interest
Status: in_force

29-1043. Transfer of partner's transferable interest

A. A transfer, in whole or in part, of a partner's transferable interest in the partnership:

1. Is permissible.

2. Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business.

3. Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions or to inspect or copy the partnership books or records.

B. A transferee of a partner's transferable interest in the partnership has a right to:

1. Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

2. Receive on the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor.

3. Seek under section 29-1071, paragraph 6 a judicial determination that it is equitable to wind up the partnership business.

4. Exercise the rights under section 29-1071, paragraph 7.

C. In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.

D. On transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.

E. A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.

F. A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
A.R.S. § 29-3207 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3207
29-3207 Effective date and time
Status: in_force

29-3207. Effective date and time

A. Except as otherwise provided in section 29-3208 and subject to section 29-3209, subsection D, a record filed under this chapter is effective:

1. On the date and at the time of its delivery to the commission, as provided in subsection B of this section or section 29-3210, subsection B.

2. On the date and at the time specified in the record as its effective time, if later than the date and time under paragraph 1 of this subsection.

3. At a specified delayed effective date and time, which may not be more than ninety days after the date of delivery.

4. If a delayed effective date is specified, but no time is specified, at 12:01 a.m. mountain standard time on the date specified, which may not be more than ninety days after the date of delivery.

B. If the commission is unable to make a determination that the record complies with all filing requirements of this chapter at the time the record is delivered for filing, the record is deemed to have been filed at the time of delivery if the commission subsequently determines either that:

1. The record as delivered conforms to the filing requirements of this chapter.

2. Within thirty days after notification of nonconformance is given by the commission to the person that delivered the record for filing or the person's representative, the record is brought into conformance.
A.R.S. § 29-3409 — Arizona Code / Title 29 / Chapter 7 / Article 4 / Section 3409
29-3409 Standards of conduct for members and managers
Status: in_force

29-3409. Standards of conduct for members and managers

A. A member of a member-managed limited liability company owes to the company and the other members the duties of loyalty and care stated in subsections B and C of this section.

B. The fiduciary duty of loyalty of a member in a member-managed limited liability company includes the following duties:

1. To account to the company and hold as trustee for the company any property, profit or benefit derived by the member to which the member is not entitled:

(a) In the conduct or winding up of the company's activities and affairs.

(b) From a use by the member of the company's property.

(c) From the appropriation of a company opportunity.

2. To refrain from dealing with the company in the conduct or winding up of the company's activities and affairs as or on behalf of a person having an interest adverse to the company.

3. To refrain from competing with the company in the conduct of the company's activities and affairs before the dissolution of the company.

4. To disclose to each of the other members that are considering or voting on a decision or transaction regarding the company or one or more of the members' interests in the company both of the following:

(a) Any material conflict of interest on the part of the disclosing member with respect to the decision or transaction.

(b) If a material conflict of interest exists, all material facts relating to the decision or transaction that are within the disclosing member's knowledge and not known or reasonably available to the affected members.

C. The duty of care of a member of a member-managed limited liability company in the conduct or winding up of the company's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct or wilful or intentional misconduct.

D. A member shall discharge the duties and obligations under this chapter or under the operating agreement and exercise any right consistently with the contractual obligation of good faith and fair dealing.

E. A member does not violate a duty or obligation under this chapter or under the operating agreement solely because the member's conduct furthers the member's own interest.

F. All the members of a member-managed limited liability company may authorize or ratify, after disclosure of all material facts, a specific act, omission or transaction or specific category of acts, omissions or transactions that otherwise would violate the duty of loyalty, as expanded, limited or eliminated in the operating agreement.

G. It is a defense to a claim under subsection B, paragraph 2 or 4 of this section and any comparable claim in equity or at common law that the transaction or decision was fair to the limited liability company.

H. If, as allowed by subsection F or Q of this section or the operating agreement, a member enters into a transaction with the limited liability company that otherwise would be prohibited by subsection B, paragraph 2 of this section, the member's rights and obligations arising from the transaction are the same as those of a person that is not a member.

I. A manager of a manager-managed limited liability company owes to the company and the members the duties of loyalty and care stated in subsections J and K of this section.

J. The fiduciary duty of loyalty of a manager in a manager-managed limited liability company includes the following duties:

1. To account to the company and hold as trustee for the company any property, profit or benefit derived by the manager to which the manager is not entitled:

(a) In the conduct or winding up of the company's activities and affairs.

(b) From a use by the manager of the company's property.

(c) From the appropriation of a company opportunity.

2. To refrain from dealing with the company in the conduct or winding up of the company's activities and affairs as or on behalf of a person having an interest adverse to the company.

3. To refrain from competing with the company in the conduct of the company's activities and affairs before the dissolution of the company.

4. To disclose to each of the other members and managers who are considering or voting on a decision or transaction regarding the company or one or more of the members' interests in the company both of the following:

(a) Any material conflict of interest on the part of the disclosing manager with respect to the decision or transaction.

(b) If a material conflict of interest exists, all material facts relating to the decision or transaction that are within the disclosing manager's knowledge and not known or reasonably available to the affected members or managers.

K. The duty of care of a manager of a manager-managed limited liability company in the conduct or winding up of the company's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct or wilful or intentional misconduct.

L. A manager shall discharge the duties and obligations under this chapter or under the operating agreement and exercise any right consistently with the contractual obligation of good faith and fair dealing.

M. A manager does not violate a duty or obligation under this chapter or under the operating agreement solely because the manager's conduct furthers the manager's own interest.

N. All the members of a manager-managed limited liability company may authorize or ratify, after disclosure of all material facts, a specific act, omission or transaction or specific category of acts, omissions or transactions that otherwise would violate the duty of loyalty, as expanded, limited or eliminated in the operating agreement.

O. It is a defense to a claim under subsection J, paragraph 2 or 4 of this section and any comparable claim in equity or at common law that the transaction or decision was fair to the limited liability company.

P. If, as allowed by subsection N of this section or the operating agreement, a manager enters into a transaction with the limited liability company that would otherwise be prohibited by subsection J, paragraph 2 of this section, the manager's rights and obligations arising from the transaction are the same as those of a person that is not a manager.

Q. In a manager-managed limited liability company, a member does not have any fiduciary duty to the company or to any other member solely by reason of being a member.  Whether and the extent to which a member of a manager-managed limited liability company owes fiduciary duties to the company or the other members depends on the extent to which the member controls or participates in the management or the affairs of the company and shall be determined in accordance with the policies of this Section and laws other than this chapter.

R. A conflict of interest is material if the conflict would reasonably be expected to affect a member's or manager's judgment regarding the decision or transaction under consideration.
A.R.S. § 29-2103 — Arizona Code / Title 29 / Chapter 6 / Article 1 / Section 2103
29-2103 Relationship to other laws
Status: in_force

29-2103. Relationship to other laws

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

B. Except as specifically provided in this chapter, this chapter does not affect the application or requirements of law other than this chapter.

C. A transaction effected under this chapter may not create or impair any right or obligation on the part of a person under a provision of the laws of this state other than this chapter relating to a change in control, takeover, business combination, control share acquisition or similar transaction involving a domestic merging, acquired, converting, domesticating or dividing corporation unless either:

1. If the corporation does not survive the transaction, the transaction satisfies any requirements of the provision.

2. If the corporation survives the transaction, the approval of the plan relating to the transaction is by a vote of the shareholders or directors that is sufficient to create or impair the right or obligation directly under the provision.
A.R.S. § 29-2404 — Arizona Code / Title 29 / Chapter 6 / Article 4 / Section 2404
29-2404 Amendment or abandonment of plan of conversion
Status: in_force

29-2404. Amendment or abandonment of plan of conversion

A. A plan of conversion of a domestic converting 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 conversion is entitled to vote on or consent to any amendment of the plan that will change any of the following:

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

(b) The public organizational document or private organizational documents of the domestic converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the domesticated converted 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 conversion has been approved by a domestic converting entity and before a statement of conversion becomes effective pursuant to section 29-2405, the plan may be abandoned by the domestic converting entity, subject to any contractual rights:

1. As provided in the plan.

2. If not provided in the plan, either:

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

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

C. If a statement of conversion has been delivered for filing with the appropriate filing authority, the plan of conversion may be abandoned only if the statement of conversion sets forth a delayed effective date under section 29-2405, subsection B, paragraph 3. A plan of conversion 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 converting entity. A statement of abandonment takes effect on delivery for filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain all of the following:

1. The name of the domestic converting entity.

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

3. A statement that the conversion has been abandoned in accordance with this section.
A.R.S. § 29-3103 — Arizona Code / Title 29 / Chapter 7 / Article 1 / Section 3103
29-3103 Knowledge; notice
Status: in_force

29-3103. Knowledge; notice

A. A person knows a fact if the person either:

1. Has actual knowledge of the fact.

2. Is deemed to know the fact under law other than this chapter.

B. A person has notice of a fact if the person either:

1. Has reason to know the fact from all of the facts known to the person at the time in question.

2. Is deemed to have notice of the fact under subsection D of this section.

C. Subject to section 29-3210, subsection F, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

D. A person that is not a member is deemed to have notice of a limited liability company's:

1. Dissolution ninety days after a notice of winding up under section 29-3702, subsection B, paragraph 2, subdivision (a) becomes effective.

2. Termination ninety days after the articles of termination under section 29-3702, subsection B, paragraph 2, subdivision (f) become effective.

3. Participation in a merger, interest exchange, conversion, domestication or division ninety days after a statement of merger, interest exchange, conversion, domestication or division under article 10 of this chapter become effective.
A.R.S. § 29-351 — Arizona Code / Title 29 / Chapter 3 / Article 9 / Section 351
29-351 Name
Status: in_force

29-351. Name

A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is registered in its state of organization, that includes the words "limited partnership" or the initials "L.P." or "LP", in uppercase or lowercase letters, and that could be registered by a domestic limited partnership.
A.R.S. § 29-304 — Arizona Code / Title 29 / Chapter 3 / Article 1 / Section 304
29-304 Specified office and agent
Status: in_force

29-304. Specified office and agent

A. Each limited partnership shall continuously maintain in this state:

1. An office, which may but need not be a place of its business in this state, at which shall be kept the records required by section 29-305 to be maintained; and

2. An agent for service of process on the limited partnership, which agent shall be an individual resident of this state, a domestic corporation, a domestic limited liability company, a foreign corporation or a foreign limited liability company authorized to do business in this state. A statutory agent of a limited partnership may resign as agent by delivering a written notice to the secretary of state and mailing a copy of the notice to the partnership at its last known address. The appointment of the agent terminates thirty days after receipt of the notice by the secretary of state or on the appointment of a new statutory agent, whichever occurs first.

B. If a limited 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 limited partnership on whom process, notice or demand may be served.

C. If the secretary of state accepts service of process, notice or demand pursuant to subsection B of this section, the secretary of state shall forward by certified mail the summons and the complaint to the limited partnership at the address on file with the secretary of state at the time of service.

D. The secretary of state is not liable for any damages incurred by the limited partnership if the limited partnership does not receive the summons and complaint.
A.R.S. § 29-4003 — Arizona Code / Title 29 / Chapter 7 / Article 10 / Section 4003
29-4003 Entity restructuring transactions
Status: in_force

29-4003. Entity restructuring transactions

A. If a plan is approved as provided by section 29-4004, a domestic limited liability company may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and:

1. Chapter 6, article 2 of this title for a merger.

2. Chapter 6, article 3 of this title for an interest exchange.

3. Chapter 6, article 4 of this title for a conversion.

4. Chapter 6, article 5 of this title for a domestication.

5. Chapter 6, article 6 of this title for a division.

B. The effective time and date of the transaction are as provided in chapter 6 of this title.  Except as expressly set forth in this article, the procedures regarding the effect of and all other aspects of the transaction are governed by chapter 6 of this title.

C. This section does not limit the power of a limited liability company to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.
A.R.S. § 29-101 — Arizona Code / Title 29 / Chapter 1 / Article 1 / Section 101
29-101 Effect of name of trading firm upon liability of firm property for personal debts
Status: in_force

29-101. Effect of name of trading firm upon liability of firm property for personal debts

If a person transacts business as a merchant or trader, using the word agent, factor, company, co., or words of like significance or import, and fails to disclose the name of other persons interested in the business by a sign in letters easy to read placed conspicuously at the place where the business is transacted, or if a person transacts business in his own name, without using the word agent, factor, company, co., or words of like significance or import, all the property, stock, money and choses in action used or acquired in the business, except property which is exempt from execution shall, as to the creditors of such person, be liable for his debts, and shall in all respects be treated in favor of his creditors as his property.
A.R.S. § 29-3213 — Arizona Code / Title 29 / Chapter 7 / Article 2 / Section 3213
29-3213 Fees; filing services; definition
Status: in_force

29-3213. Fees; filing services; definition

A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, the following nonrefundable fees when the following documents are delivered to the commission:

1. The initial articles of organization, fifty dollars.

2. A foreign registration statement, one hundred fifty dollars.

3. An amendment to the articles of organization, twenty-five dollars.

4. Articles of termination, thirty-five dollars.

5. A certificate for any purpose not otherwise provided for, ten dollars.

6. A statement of merger, interest exchange, conversion, domestication or division if the entity responsible for filing the statement is a limited liability company, fifty dollars.

7. Written information on any limited liability company, ten dollars.

8. A copy of any document or instrument, five dollars plus fifty cents per page.

9. An application for the reservation of a name, a notice of the transfer of any name reservation, an application for the registration of a name or alternate name by a foreign limited liability company or a renewal application for the registration of a name or alternate name by a foreign company, ten dollars.

10. A statement of change, five dollars.

11. A statement of correction, twenty-five dollars.

12. An application for reinstatement, in addition to other fees and penalties due, one hundred dollars.

B. The commission shall provide for and establish an expedited service for the filing of all documents and services provided pursuant to this chapter as follows:

1. The expedited filing shall be a priority service to be completed as soon as possible after the documents are delivered to the commission.

2. In addition to any other fee required by this section or any other law, the commission shall charge a nonrefundable fee for expedited services.  The fee shall be determined by a supermajority vote of the commissioners.

C. The commission may provide for and establish same-day and next-day services for the filing of any documents and services provided pursuant to this chapter as follows:

1. The commission shall suspend same-day or next-day service if the commission determines that it does not have the necessary resources to perform the service within the established time period.

2. In addition to any other fee required by this section or any other law, the commission may charge a nonrefundable fee for the same-day or next-day service, or both. The fee shall be determined by a supermajority vote of the commissioners.

D. The commission shall publicly post the current wait times for processing regular and expedited services.

E. All monies received pursuant to subsections B and C of this section shall be deposited, pursuant to sections 35-146 and 35-147, in the public access fund established by section 10-122.01.

F. The commission may allow any person to advance monies to the commission to pay fees required pursuant to this section for future filings and services. All monies received pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the money on deposit account in the public access fund established by section 10-122.01.

G. For the purposes of this section, "supermajority" means an affirmative vote of at least four commissioners.
A.R.S. § 29-2607 — Arizona Code / Title 29 / Chapter 6 / Article 6 / Section 2607
29-2607 Allocation of obligations in division
Status: in_force

29-2607. Allocation of obligations in division

A. Except as provided in subsections B and C of this section, when a division becomes effective, each resulting entity is liable, jointly and severally, with the other resulting entities for the obligations of the dividing entity that existed immediately before the effectiveness of the division, and all those obligations of the dividing entity are automatically obligations of each resulting entity without assignment, assumption or delegation.

B. A resulting entity is not liable for an obligation of the dividing entity if and to the extent any of the following applies:

1. The obligee has consented in writing to the obligations being allocated to, or continuing to be the obligation of, one or more of the other resulting entities and the plan of division states that the obligation is being allocated to, or will continue to be the obligation of, those entities, or those entities have otherwise expressly assumed the obligation.

2. A court or other tribunal of competent jurisdiction or a governmental agency having jurisdiction as to the matter has issued an order, finding, rule, regulation or other ruling that has become final and nonappealable and in which the obligation is deemed to be allocated to, or to continue to be the obligation of, one or more of the other resulting entities.

3. Recourse regarding the obligation is, by contract or by law, limited to an asset of one or more of the other resulting entities.

4. Recourse regarding the obligation is, by contract or by law, limited to one or more of the other resulting entities.

C. A resulting entity may enter into agreements or other arrangements for purposes of mitigating risks associated with the entity's liability for an obligation of the dividing entity. The agreements or arrangements may be entered into with one or more of the other resulting entities or with third parties. The agreements or arrangements may include indemnification, contribution, guaranty, insurance, offset, loan, investment and any other lawful means of dealing with the risks associated with the liability for the obligation.

D. Unless the obligee has otherwise agreed or consented, liens, security interests and other encumbrances on the property of the dividing entity are not impaired by the division, regardless of whether that property has become the property of a resulting entity that is not the dividing entity, regardless of whether the dividing entity is one of the resulting entities and regardless of any otherwise enforceable allocation of obligations of the dividing entity.

E. If the dividing entity is bound by a security agreement governed by title 47, chapter 9 or its counterpart as enacted in any jurisdiction and the security agreement provides that the security interest attaches to after-acquired collateral, each resulting entity is bound by the security agreement unless the secured party has otherwise agreed or consented.

F. For purposes of and notwithstanding any provision of the governing statute of the dividing entity or any resulting entity, the division is deemed not to be a dividend or other distribution by the dividing entity or any resulting entity.
A.R.S. § 29-2108 — Arizona Code / Title 29 / Chapter 6 / Article 1 / Section 2108
29-2108 Alternative means of approval of transactions
Status: in_force

29-2108. Alternative means of approval of transactions

Except as otherwise provided in the governing statute or organizational documents of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval.
A.R.S. § 29-2301 — Arizona Code / Title 29 / Chapter 6 / Article 3 / Section 2301
29-2301 Interest exchange authorized
Status: in_force

29-2301. Interest exchange authorized

A. By complying with this article:

1. A domestic entity may acquire all of one or more classes, series or groups of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.

2. All of one or more classes, series or groups of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.

B. A foreign entity may be an acquiring or acquired entity in an interest exchange under this article if the interest exchange 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 an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the agreement is amended after the effective date of this section.
A.R.S. § 29-361 — Arizona Code / Title 29 / Chapter 3 / Article 11 / Section 361
29-361 Short title
Status: in_force

29-361. Short title

This chapter may be cited as the uniform limited partnership act.
A.R.S. § 29-3801 — Arizona Code / Title 29 / Chapter 7 / Article 8 / Section 3801
29-3801 Direct action by member
Status: in_force

29-3801. Direct action by member

A member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.
A.R.S. § 29-4105 — Arizona Code / Title 29 / Chapter 7 / Article 11 / Section 4105
29-4105 Special restrictions
Status: in_force

29-4105. Special restrictions

A. A professional limited liability company may render a category of professional services in this state only through its members, managers, officers, agents and employees who are themselves licensed persons qualified in this state to perform that category of professional services.  This article does not limit or restrict the operation of any limited liability company or its members, including any licensed person, to the extent the company is otherwise authorized under applicable law administered by the licensing authority to render professional services through a limited liability company that is not subject to this article.

B. A professional limited liability company may issue a transferable interest or admit as a member any person unless the company is prohibited from doing so by the licensing authority.

C. A transferable interest in a professional limited liability company may be transferred to any person unless the transfer is prohibited by the licensing authority. A member that transfers a transferable interest in violation of this subsection shall be deemed to have dissociated as a member under section 29-3602.
A.R.S. § 29-3404 — Arizona Code / Title 29 / Chapter 7 / Article 4 / Section 3404
29-3404 Sharing of and right to distributions before dissolution
Status: in_force

29-3404. Sharing of and right to distributions before dissolution

A. Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under section 29-3502 or charging order in effect under section 29-3503.

B. A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution.  A person's dissociation does not entitle the person to a distribution.

C. A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money.  Except as otherwise provided in section 29-3707, subsection D, a company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.

D. If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.  However, the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.
A.R.S. § 29-342 — Arizona Code / Title 29 / Chapter 3 / Article 7 / Section 342
29-342 Right of assignee to become limited partner
Status: in_force

29-342. Right of assignee to become limited partner

A. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:

1. The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or

2. All other partners consent.

B. An assignee who has become a limited partner has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in articles 5 and 6 of this chapter. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.

C. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 29-314 and 29-328.
A.R.S. § 29-1035 — Arizona Code / Title 29 / Chapter 5 / Article 4 / Section 1035
29-1035 Actions by partnership and partners
Status: in_force

29-1035. Actions by partnership and partners

A. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.

B. A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to either:

1. Enforce the partner's rights under the partnership agreement.

2. Enforce the partner's rights under this chapter, including:

(a) The partner's rights under section 29-1031, 29-1033 or 29-1034.

(b) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 29-1061 or enforce any other right under article 6 or 7 of this chapter.

(c) The partner's right to compel a dissolution and winding up of the partnership business under section 29-1071 or enforce any other right under article 8 of this chapter.

3. Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

C. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting on a dissolution and winding up does not revive a claim barred by law.
A.R.S. § 29-309 — Arizona Code / Title 29 / Chapter 3 / Article 2 / Section 309
29-309 Amendment to certificate; restatement
Status: in_force

29-309. Amendment to certificate; restatement

A. A certificate of limited partnership is amended by filing a certificate of amendment thereto 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 date of filing the certificate of limited partnership.

3. The amendment to the certificate of limited partnership.

B. Within thirty days after the happening of either of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

1. The admission of a new general partner.

2. The withdrawal of a general partner.

C. A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

D. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

E. No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection B if the amendment is filed within the thirty day period specified in subsection B.

F. The provisions of a limited partnership's certificate which are then in effect and operative may be integrated into a single instrument, and at the same time its certificate may also be further amended by the execution and filing of a restated certificate of limited partnership. An amendment effected in connection with the restatement and integration of the certificate of limited partnership is subject to any other provision of this article, not inconsistent with this subsection, which would apply if a certificate of amendment were filed to effect such amendments. A restated certificate of limited partnership shall be specifically designated in its heading and shall state, either in the heading or in an introductory paragraph, the limited partnership's present name, and, if it has been changed, all of its former names and the date of the filing of its original certificate of limited partnership.

G. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

H. An amendment to a certificate of limited partnership may be combined with any filing required or permitted under chapter 5 of this title for limited liability partnerships if the combined filing indicates in its heading or introductory paragraph that it contains both an amendment to a certificate of limited partnership and a filing under chapter 5 of this title.
A.R.S. § 29-3710 — Arizona Code / Title 29 / Chapter 7 / Article 7 / Section 3710
29-3710 Judicial review of denial of reinstatement
Status: in_force

29-3710. Judicial review of denial of reinstatement

A. If the commission denies a limited liability company's application for reinstatement following administrative dissolution, the commission shall deliver to the company a notice in a record that explains the reasons for the denial to the address of the company's statutory agent or, if the company does not have a statutory agent or the statutory agent's address is invalid, to the company's principal address.

B. A limited liability company that has been administratively dissolved and that is denied reinstatement by the commission pursuant to this section may bring an action against the commission in superior court to review the commission's refusal to reinstate the company.  The action by the company shall be brought within six months after the commission's refusal becomes final.  The superior court shall hear and determine the action as a trial de novo.  In any such action, the burden of proof shall be on the company.
A.R.S. § 29-4202 — Arizona Code / Title 29 / Chapter 7 / Article 12 / Section 4202
29-4202 Relation to electronic signatures in global and national commerce act
Status: in_force

29-4202. 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, 15 United States Code sections 7001 through 7031, but does not modify, limit or supersede section 101(c) of that act, 15 United States Code section 7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that act, 15 United States Code section 7003(b).
A.R.S. § 29-349 — Arizona Code / Title 29 / Chapter 3 / Article 9 / Section 349
29-349 Registration
Status: in_force

29-349. Registration

Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:

1. The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;

2. The state and date of its formation;

3. The name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint. The agent shall be an individual resident of this state, a domestic corporation or a foreign corporation having a place of business in, and authorized to do business in, this state;

4. A statement that the secretary of state is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under paragraph 3 or, if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;

5. The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;

6. The name and business address of each general partner; and

7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions and an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn.
A.R.S. § 29-2405 — Arizona Code / Title 29 / Chapter 6 / Article 4 / Section 2405
29-2405 Statement of conversion; effective date
Status: in_force

29-2405. Statement of conversion; effective date

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

1. In the case of a domestic entity converting into a domestic entity of a different type pursuant to section 29-2401, subsection A, paragraph 1, with the appropriate filing authority, if any, for the domestic converting entity and, if there is a different filing authority for the domestic converted entity, with the different filing authority.

2. In the case of a domestic entity converting into a foreign entity of a different type pursuant to section 29-2401, subsection A, paragraph 2, with the appropriate filing authority, if any, for the domestic converting entity.

3. In the case of a foreign entity converting into a domestic entity of a different type pursuant to section 29-2401, subsection B, with the appropriate filing authority, if any, for the domestic converted entity.

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

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

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

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

(a) If either the converting entity or the converted entity is a domestic filing entity, and if the statement of conversion 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 converting entity nor the converted entity is a domestic filing entity, and if the statement of conversion is not to be effective on the signing of the statement of conversion, the later date and time on which it will become effective.

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

5. If the converted 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 converted 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 converted 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 29-2406, subsection E.

8. If the converted 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 conversion may contain any other provision not prohibited by law.

D. If the converted 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 conversion.

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 conversion that is signed on behalf of a domestic converting entity and that meets all of the requirements of subsection B of this section:

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

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

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

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

2. If neither the converting entity nor the converted entity is a domestic filing entity, both the statement of conversion and the conversion are effective on the signing of the statement of conversion or, if applicable, the later date and time specified in the statement of conversion.
A.R.S. § 29-3407 — Arizona Code / Title 29 / Chapter 7 / Article 4 / Section 3407
29-3407 Management of limited liability company
Status: reserved

29-3407. Management of limited liability company

A. Management of a limited liability company is reserved to its members unless the articles of organization provide that the company is managed by one or more managers.

B. In a member-managed limited liability company, the following apply:

1. Except as expressly provided in this chapter, the management and conduct of the company are vested in the members.

2. Within the ordinary course of the company's activities and affairs, each member has the right to manage and conduct the company's activities and affairs.

3. Except as otherwise provided in this chapter, a majority in interest of the members shall decide any of the following:

(a) Matters that are outside the ordinary course of the company's activities and affairs but within the company's purpose.

(b) Matters on which there exists a known difference among members.

(c) Whether to make an interim distribution before dissolution and winding up.

(d) Whether to make an advance to a member or manager under section 29-3408, subsection C.

4. The affirmative vote or consent of all the members is required to do any of the following:

(a) Undertake, or authorize a member or other person to undertake, an act outside the scope of the company's purpose, as stated in the operating agreement, or that otherwise violates the operating agreement.

(b) Amend the operating agreement.

(c) Authorize an amendment to the articles of organization that changes the company from a member-managed limited liability company to a manager-managed limited liability company.

(d) Issue a transferable interest in the company to any person.

(e) Take any action requiring the approval of all members under this chapter.

C. In a manager-managed limited liability company, the following apply:

1. Except as expressly provided in this chapter, the right to manage the company is vested in the manager or managers.

2. Within the ordinary course of the company's activities and affairs, each manager has the right to manage and conduct the company's activities and affairs.

3. Except as otherwise provided in this chapter, a majority of the managers shall decide any of the following:

(a) Matters that are outside the ordinary course of the company's activities and affairs but within the company's purpose.

(b) Matters on which there exists a known difference among managers.

(c) Whether to make an interim distribution before dissolution and winding up.

(d) Whether to make an advance to a member or manager under section 29-3408, subsection C.

4. The affirmative vote or consent of all members is required to do any of the following:

(a) Undertake, or authorize a manager, member or other person to undertake, an act outside the scope of the company's purpose, as stated in the operating agreement, or that otherwise violates the operating agreement.

(b) Amend the operating agreement.

(c) Authorize an amendment to the articles of organization that changes the company from a manager-managed limited liability company to member-managed limited liability company.

(d) Issue a transferable interest in the limited liability company to any person.

(e) Take any action requiring the approval of all members under this chapter.

5. A manager may be chosen at any time by the affirmative vote or consent of a majority in interest of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed or dies or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the affirmative vote or consent of a majority in interest of the members without notice or cause.

6. A person is not required to be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager.  If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member.

7. A person's ceasing to be a manager does not discharge any debt, obligation or other liability to the limited liability company or members that the person incurred while a manager.

D. An action requiring the vote or consent of members or managers under this chapter may be taken without a meeting if the action is approved by the minimum number of members or managers required to approve the action.  A member may appoint a proxy or other agent to vote, consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.

E. The dissolution of a limited liability company does not affect the applicability of this section.  However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager and that person may not be included in determining whether a majority in interest of the members or, in the case of a manager-managed limited liability company, a majority of the managers has voted for or consented to any matter or action.

F. A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute.

G. A member is not entitled to remuneration for services performed for a member-managed limited liability company except for reasonable compensation for services rendered in winding up the activities of the company.
A.R.S. § 29-321 — Arizona Code / Title 29 / Chapter 3 / Article 3 / Section 321
29-321 Information
Status: in_force

29-321. Information

Each limited partner has the right to:

1. Inspect and copy any of the partnership records required to be maintained by section 29-305; and

2. Obtain from the general partners from time to time upon reasonable demand:

(a) True and full information regarding the state of the business and financial condition of the limited partnership;

(b) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year; and

(c) Other information regarding the affairs of the limited partnership as is just and reasonable.