reglab/housing_qa huggingface dataset:
AZ Rev Stat § 10-11254 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-11254 - Applicability

10-11254.  Applicability A. Nothing in this chapter: 1. Affects the provisions of chapters 24 through 35 and chapters 36 through 40 of this title regarding the corporation commission's acceptance or denial of new,  restated or amended articles of incorporation. 2. Affects the operation of state or federal antitrust laws or the attorney general's enforcement of those laws. 3. Is intended to create any private or governmental right or cause of action relating to the transaction or related parties. B. This chapter does not apply to any transactions for which a letter of intent or memorandum of understanding or similar documentation was executed on or before December 31,  1996.
AZ Rev Stat § 10-11301 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-11301 - Prohibited distributions

10-11301.  Prohibited distributions Except as authorized by section 10-11302,  a corporation shall not make any distributions.
AZ Rev Stat § 10-11302 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-11302 - Authorized distributions

10-11302.  Authorized distributions A. A corporation may purchase its memberships if after the purchase is completed both: 1. The corporation would be able to pay its debts as the debts become due in the usual course of its activities. 2. The corporation's total assets would at least equal the sum of its total liabilities. B. A corporation may make distributions on dissolution that conform to chapter 37 of this title. C. A corporation may make distributions to members who are domestic or foreign nonprofit corporations if after the distribution is made both: 1. The corporation would be able to pay its debts as the debts become due in the usual course of its activities. 2. The corporation's total assets would at least equal the sum of its total liabilities.
AZ Rev Stat § 10-11401 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-11401 - Dissolution by incorporators or directors and third persons

10-11401.  Dissolution by incorporators or directors and third persons A. A majority of the incorporators or initial directors of a corporation that has not commenced activities or the board of directors of a corporation that has no members or has no members entitled to vote on dissolution or that has not commenced activities may dissolve the corporation by delivering to the commission for filing articles of dissolution. An incorporator or a director,  whose signature shall be acknowledged,  shall execute the articles of dissolution,  and the articles shall set forth all of the following: 1. The name of the corporation. 2. The date of its incorporation. 3. Either: (a) That the corporation has no members. (b) That the corporation has no members entitled to vote on dissolution. (c) That the corporation has not commenced activities. 4. That the dissolution was duly authorized by act of the board of directors or a majority of the incorporators or initial directors and,  if required by section 10-11030,  act of any other persons. B. The board of directors,  incorporators or initial directors in approving the dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. C. Authorization of dissolution pursuant to this section shall require the approval in writing by any person or persons whose approval is required for dissolution.
AZ Rev Stat § 10-11402 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-11402 - Dissolution by directors and third persons

10-11402.  Dissolution by directors and third persons A. If the members of the corporation are entitled to vote on dissolution,  a corporation's board of directors may propose dissolution for submission to the members. B. For a proposal to dissolve to be adopted all of the following shall have occurred: 1. The board of directors shall recommend dissolution to the members,  unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members. 2. The members entitled to vote shall approve the proposal to dissolve as provided in subsection E or F of this section. 3. Each person whose approval is required by the articles of incorporation for dissolution shall approve the plan in writing. C. The board of directors may condition its submission of the proposal for dissolution on any basis. D. The corporation shall notify each member of the proposed membership meeting in accordance with section 10-3705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation and shall contain or be accompanied by a copy or summary of the plan of dissolution. E. Unless the articles of incorporation or the board of directors acting pursuant to subsection C of this section requires a greater vote or voting by class,  in order to adopt the proposal to dissolve a majority of the votes cast or a majority of the voting power,  whichever is less,  shall approve the proposal to dissolve. F. If the board of directors submits the dissolution for member action by written consent or written ballot,  the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. G. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
AZ Rev Stat § 10-11403 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-11403 - Articles of dissolution

10-11403.  Articles of dissolution A. At any time after dissolution is authorized,  the corporation may dissolve by delivering to the commission articles of dissolution setting forth all of the following: 1. The name of the corporation. 2. The date dissolution was authorized. 3. A statement that the dissolution was duly authorized by an act of the members or an act of the board of directors and,  if applicable,  with the approval required pursuant to section 10-11402. B. A corporation is dissolved on the effective date of its articles of dissolution. C. The articles of dissolution shall not be considered complete until all fees,  penalties and costs required to be paid under this title have been paid. D. Within sixty days after the commission approves the filing,  either of the following must occur: 1. A copy of the articles of dissolution shall be published. 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. E. The articles of dissolution are not complete until the commission has received a notice from the department of revenue that the tax levied under title 42,  chapter 5,  article 1 against the corporation has been paid,  or until the department of revenue notifies the commission that the corporation is not subject to the tax and the commission has received from the department of revenue a certificate issued by the department of revenue pursuant to section 43-1151. F. Notwithstanding subsection C of this section,  if an annual report becomes due on or after the first date on which the articles of dissolution are delivered to the commission for filing,  the annual report requirement prescribed in section 10-11622 is suspended for a period of six months after the first date on which the articles of dissolution are delivered to the commission for filing. On the expiration of the six-month suspension,  if the articles of dissolution are not approved for filing or if the corporation is administratively dissolved pursuant to section 10-11420,  paragraph 9,  all past due annual reports required by section 10-11622,  together with fees,  are owed as if the suspension never occurred.
AZ Rev Stat § 10-11404 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-11404 - Revocation of dissolution

10-11404.  Revocation of dissolution A. A corporation may revoke its dissolution within one hundred twenty days of its effective date. B. Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone,  in which event the board of directors may revoke the dissolution without action by the members or any other person. C. After the revocation of dissolution is authorized,  the corporation may revoke the dissolution by delivering to the commission for filing articles of revocation of dissolution,  together with a copy of its articles of dissolution,  that set forth all of the following: 1. The name of the corporation. 2. The effective date of the dissolution that was revoked. 3. The date that the revocation of dissolution was authorized. 4. If the corporation's board of directors,  or its incorporators or initial directors,  revoked the dissolution a statement to that effect. 5. If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons,  a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization. 6. If member or third person action was required to revoke the dissolution,  a statement that revocation was permitted by act of the members and act of each third person,  as applicable. D. Revocation of dissolution is effective on the effective date of the articles of revocation of dissolution. E. When the revocation of dissolution is effective,  it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
AZ Rev Stat § 10-11405 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-11405 - Effect of dissolution

10-11405.  Effect of dissolution A. A dissolved corporation continues its corporate existence but shall not carry on any activities except that activity appropriate to wind up and liquidate its affairs,  including: 1. Preserving and protecting its assets and minimizing its liabilities. 2. Discharging or making provision for discharging its liabilities and obligations. 3. Disposing of its properties that will not be distributed in kind. 4. Returning,  transferring or conveying assets held by the corporation on a condition requiring return,  transfer or conveyance,  which condition occurs by reason of the dissolution,  in accordance with such condition. 5. Transferring,  subject to any contractual or legal requirements,  its assets as provided in or authorized by its articles of incorporation or bylaws. 6. If no provision has been made in its articles of incorporation or bylaws for distribution of assets on dissolution and the corporation is organized for charitable,  religious,  eleemosynary,  benevolent,  educational or similar purposes,  to one or more domestic or foreign corporations,  societies or organizations engaged in activities substantially similar to those of the dissolving corporation. 7. If no provision has been made in its articles of incorporation or bylaws for distribution of assets on dissolution,  transferring its assets to its members or,  if it has no members,  to those persons whom the corporation holds itself out as benefitting or serving. 8. Doing every other act necessary to wind up and liquidate its assets and affairs. B. Dissolution of a corporation does not: 1. Transfer title to the corporation's property,  except as provided in section 10-11421. 2. Subject its directors or officers to standards of conduct that are different from those prescribed in chapter 31 of this title. 3. Change quorum or voting requirements for its board of directors or members,  change provisions for selection,  resignation or removal of its directors or officers,  or both,  or change provisions for amending its bylaws. 4. Prevent commencement of a proceeding by or against the corporation in its corporate name or any officers,  directors or members or affect applicable statutes of limitations. 5. Abate or suspend a proceeding pending by or against the corporation or any officers,  directors or members on the effective date of dissolution. 6. Terminate the authority of the statutory agent of the corporation.
AZ Rev Stat § 10-11406 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-11406 - Known claims against dissolved corporation

10-11406.  Known claims against dissolved corporation A. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. B. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time and from time to time after its effective date. The written notice shall: 1. Describe information that shall be included in a claim. 2. Provide a mailing address where a claim may be sent. 3. State the deadline,  which may not be fewer than one hundred twenty days from the effective date of the written notice,  by which the dissolved corporation must receive the claim. 4. State that the claim will be barred if not received by the deadline. C. A claim against the dissolved corporation is barred either: 1. If a claimant who was given written notice under subsection B of this section does not deliver the claim to the dissolved corporation by the deadline. 2. If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. D. For purposes of this section,  claim does not include a contingent claim. Notwithstanding the foregoing,  a claim that is contingent as of the effective date of dissolution but later ripens into a known claim or a claim based on an event occurring after the effective date of dissolution may be disposed of at such later time by the dissolved corporation by following the procedures described in subsections B and C.
AZ Rev Stat § 10-11407 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-11407 - Unknown claims against dissolved corporation

10-11407.  Unknown claims against dissolved corporation A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. B. The notice shall: 1. Be published one time in a newspaper of general circulation in the county where the dissolved corporation's known place of business is or was last located. 2. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent. 3. State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice. C. If the dissolved corporation publishes a newspaper notice in accordance with subsection B of this section,  the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice: 1. A claimant who did not receive written notice under section 10-11406. 2. A claimant whose claim was timely sent to the dissolved corporation but not acted on. 3. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution and is not disposed of in accordance with section 10-11406,  subsection D. D. If a claim,  including a contingent claim or a claim based on an event occurring after the effective date of dissolution,  is not barred by section 10-11406 or this section,  the claim may be enforced either: 1. Against the dissolved corporation to the extent of its undistributed assets. 2. If the assets have been distributed in liquidation,  against any person,  other than a creditor of the corporation,  to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to that person in liquidation,  whichever is less,  but the distributee's total liability for all claims under this section shall not exceed the total amount of assets distributed to the distributee.
AZ Rev Stat § 10-11501 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-11501 - Authority to conduct affairs required

10-11501.  Authority to conduct affairs required A. A foreign corporation shall not conduct affairs in this state until it is granted authority to transact business in this state as provided in this chapter from the commission. B. The following activities,  among others,  do not constitute conducting affairs within the meaning of subsection A: 1. Maintaining,  defending or settling any proceeding. 2. Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs. 3. Maintaining bank accounts. 4. Maintaining offices or agencies for the transfer,  exchange and registration of memberships or securities or maintaining trustees or depositaries 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 and security interests in real or personal property. 8. Securing or collecting debts or enforcing mortgages and security interests in property securing the same. 9. Owning,  without more,  real or personal property. 10. Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature. 11. Conducting affairs in interstate commerce. 12. Being a limited partner of a limited partnership or a member of a limited liability company. C. The list of activities in subsection B is not exhaustive.
AZ Rev Stat § 10-11502 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-11502 - Consequences of conducting affairs without authority

10-11502.  Consequences of conducting affairs without authority A. A foreign corporation conducting affairs in this state without a grant of authority shall not be permitted to maintain a proceeding in any court in this state until it is authorized to transact business. B. The successor to a foreign corporation that transacted business in this state without a grant of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains authority to transact business. C. A court may stay a proceeding commenced by a foreign corporation,  its successor or its assignee until it determines whether the foreign corporation,  its successor or its assignee requires authority to transact business in this state. If it so determines,  the court may further stay the proceeding until the foreign corporation or its successor obtains authority to transact business in this state. D. A foreign corporation that conducts affairs in this state without authority is liable to this state,  for the years or portions of years during which it transacted business in this state without authority,  in an amount equal to all fees that would have been imposed by chapters 24 through 40 of this title on the corporation if it had duly applied for and received authority to conduct business in this state as required by chapters 24 through 40 of this title and thereafter filed all reports required by chapters 24 through 40 of this title. In addition to all penalties imposed by chapters 24 through 40 of this title for failure to pay the fees,  the corporation shall pay a penalty of up to one thousand dollars to this state for violating this section. The attorney general may bring proceedings to recover all amounts due this state under this section. E. Notwithstanding subsections A and B of this section,  the failure of a foreign corporation to obtain authority to transact business in this state does not impair the validity of its corporate acts or prevent it from defending any proceedings in this state. F. The attorney general or any other person may bring and maintain an action to enjoin any foreign corporation from transacting business in this state without authority. On a foreign corporation obtaining authority,  the action shall be dismissed,  but the plaintiff shall recover its costs and reasonable attorney fees. A determination by a court of competent jurisdiction in this state that a party to the action is a foreign corporation that was required but failed to qualify as a foreign corporation under chapters 24 through 40 of this title is a prima facie evidence against the foreign corporation in any other action brought by or against it by any other person of the requirement to and failure to qualify.