reglab/housing_qa huggingface dataset:
AZ Rev Stat § 10-1322 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1322 - Dissenters' notice

10-1322.  Dissenters' notice A. If proposed corporate action creating dissenters' rights under section 10-1302 is authorized at a shareholders' meeting,  the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 10-1321. B. The dissenters' notice shall be sent no later than ten days after the corporate action is taken and shall: 1. State where the payment demand must be sent and where and when certificates for certificated shares shall be deposited. 2. Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received. 3. Supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and that requires that the person asserting dissenters' rights certify whether or not the person acquired beneficial ownership of the shares before that date. 4. Set a date by which the corporation must receive the payment demand,  which date shall be at least thirty but not more than sixty days after the date the notice provided by subsection A of this section is delivered. 5. Be accompanied by a copy of this article.
AZ Rev Stat § 10-1323 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1323 - Duty to demand payment

10-1323.  Duty to demand payment A. A shareholder sent a dissenters' notice described in section 10-1322 shall demand payment,  certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to section 10-1322,  subsection B,  paragraph 3 and deposit the shareholder's certificates in accordance with the terms of the notice. B. A shareholder who demands payment and deposits the shareholder's certificates under subsection A of this section retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action. C. A shareholder who does not demand payment or does not deposit the shareholder's certificates if required,  each by the date set in the dissenters' notice,  is not entitled to payment for the shareholder's shares under this article.
AZ Rev Stat § 10-1324 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1324 - Share restrictions

10-1324.  Share restrictions A. The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions are released under section 10-1326. B. The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.
AZ Rev Stat § 10-1325 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1325 - Payment

10-1325.  Payment A. Except as provided in section 10-1327,  as soon as the proposed corporate action is taken,  or if such action is taken without a shareholder vote,  on receipt of a payment demand,  the corporation shall pay each dissenter who complied with section 10-1323 the amount the corporation estimates to be the fair value of the dissenter's shares plus accrued interest. B. The payment shall be accompanied by all of the following: 1. The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment,  an income statement for that year,  a statement of changes in shareholders' equity for that year and the latest available interim financial statements,  if any. 2. A statement of the corporation's estimate of the fair value of the shares. 3. An explanation of how the interest was calculated. 4. A statement of the dissenter's right to demand payment under section 10-1328. 5. A copy of this article.
AZ Rev Stat § 10-1326 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1326 - Failure to take action

10-1326.  Failure to take action A. If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates,  the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares. B. If after returning deposited certificates and releasing transfer restrictions,  the corporation takes the proposed action,  it shall send a new dissenters' notice under section 10-1322 and shall repeat the payment demand procedure.
AZ Rev Stat § 10-1327 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1327 - After-acquired shares

10-1327.  After-acquired shares A. A corporation may elect to withhold payment required by section 10-1325 from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action. B. To the extent the corporation elects to withhold payment under subsection A of this section,  after taking the proposed corporate action,  it shall estimate the fair value of the shares plus accrued interest and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares,  an explanation of how the interest was calculated and a statement of the dissenters' right to demand payment under section 10-1328.
AZ Rev Stat § 10-1328 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1328 - Procedure if shareholder dissatisfied with payment or offer

10-1328.  Procedure if shareholder dissatisfied with payment or offer A. A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due and either demand payment of the dissenter's estimate,  less any payment under section 10-1325,  or reject the corporation's offer under section 10-1327 and demand payment of the fair value of the dissenter's shares and interest due,  if either: 1. The dissenter believes that the amount paid under section 10-1325 or offered under section 10-1327 is less than the fair value of the dissenter's shares or that the interest due is incorrectly calculated. 2. The corporation fails to make payment under section 10-1325 within sixty days after the date set for demanding payment. 3. The corporation,  having failed to take the proposed action,  does not return the deposited certificates or does not release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment. B. A dissenter waives the right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand in writing under subsection A of this section within thirty days after the corporation made or offered payment for the dissenter's shares.
AZ Rev Stat § 10-1330 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1330 - Court action

10-1330.  Court action A. If a demand for payment under section 10-1328 remains unsettled,  the corporation shall commence a proceeding within sixty days after receiving the payment demand and shall petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty day period,  it shall pay each dissenter whose demand remains unsettled the amount demanded. B. The corporation shall commence the proceeding in the court in the county where a corporation's principal office or,  if none in this state,  its known place of business is located. If the corporation is a foreign corporation without a known place of business in this state,  it shall commence the proceeding in the county in this state where the known place of business of the domestic corporation was located. C. The corporation shall make all dissenters,  whether or not residents of this state,  whose demands remain unsettled parties to the proceeding as in an action against their shares,  and all parties shall be served with a copy of the petition. Nonresidents may be served by certified mail or by publication as provided by law or by the Arizona rules of civil procedure. D. The jurisdiction of the court in which the proceeding is commenced under subsection B of this section is plenary and exclusive. There is no right to trial by jury in any proceeding brought under this section. The court may appoint a master to have the powers and authorities as are conferred on masters by law,  by the Arizona rules of civil procedure or by the order of appointment. The master's report is subject to exceptions to be heard before the court,  both on the law and the facts. The dissenters are entitled to the same discovery rights as parties in other civil proceedings. E. Each dissenter made a party to the proceeding is entitled to judgment either: 1. For the amount,  if any,  by which the court finds the fair value of his shares plus interest exceeds the amount paid by the corporation. 2. For the fair value plus accrued interest of the dissenter's after-acquired shares for which the corporation elected to withhold payment under section 10-1327.
AZ Rev Stat § 10-1331 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1331 - Court costs and attorney fees

10-1331.  Court costs and attorney fees A. The court in an appraisal proceeding commenced under section 10-1330 shall determine all costs of the proceeding,  including the reasonable compensation and expenses of any master appointed by the court. The court shall assess the costs against the corporation,  except that the court shall assess costs against all or some of the dissenters to the extent the court finds that the fair value does not materially exceed the amount offered by the corporation pursuant to sections 10-1325 and 10-1327 or that the dissenters acted arbitrarily,  vexatiously or not in good faith in demanding payment under section 10-1328. B. The court may also assess the fees and expenses of attorneys and experts for the respective parties in amounts the court finds equitable either: 1. Against the corporation and in favor of any or all dissenters if the court finds that the corporation did not substantially comply with the requirements of article 2 of this chapter. 2. Against the dissenter and in favor of the corporation if the court finds that the fair value does not materially exceed the amount offered by the corporation pursuant to sections 10-1325 and 10-1327. 3. Against either the corporation or a dissenter in favor of any other party if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily,  vexatiously or not in good faith with respect to the rights provided by this chapter. C. If the court finds that the services of an attorney for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the corporation,  the court may award to these attorneys reasonable fees to be paid out of the amounts awarded the dissenters who were benefitted.
AZ Rev Stat § 10-1401 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1401 - Dissolution by incorporators or initial directors

10-1401.  Dissolution by incorporators or initial directors A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the commission for filing the articles of dissolution. An incorporator or an initial 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 none of the corporation's shares have been issued. (b) That the corporation has not commenced business. 4. That no debt of the corporation remains unpaid. 5. That the net assets of the corporation remaining after winding up have been distributed to the shareholders,  if shares were issued. 6. That a majority of the incorporators or initial directors authorized the dissolution.
AZ Rev Stat § 10-1402 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1402 - Dissolution by board of directors and shareholders

10-1402.  Dissolution by board of directors and shareholders A. A corporation's board of directors may propose dissolution for submission to the shareholders. B. For a proposal to dissolve to be adopted both: 1. The board of directors shall recommend dissolution to the shareholders,  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 shareholders. 2. The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection E of this section. C. The board of directors may condition its submission of the proposal for dissolution on any basis. D. The corporation shall notify each shareholder,  whether or not entitled to vote,  of the proposed shareholders' meeting in accordance with section 10-705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation. E. Unless the articles of incorporation or the board of directors acting pursuant to subsection C of this section requires a greater vote or a vote by voting groups,  the proposal to dissolve,  in order to be adopted,  shall be approved by a majority of all of the votes entitled to be cast on that proposal.
AZ Rev Stat § 10-1403 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1403 - Articles of dissolution; effective date of dissolution

10-1403.  Articles of dissolution;  effective date of dissolution A. At any time after dissolution is authorized,  the corporation may dissolve by delivering to the commission for filing articles of dissolution setting forth all of the following: 1. The name of the corporation. 2. The date dissolution was authorized. 3. If dissolution was approved by the shareholders,  both: (a) The number of votes entitled to be cast on the proposal to dissolve. (b) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval. 4. If voting by voting groups was required,  the information required by paragraph 3 of this subsection shall be separately provided for each voting group entitled to vote separately on the plan to dissolve. 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 the commission has received a notice from the department of revenue to the effect that the tax levied under title 42,  chapter 5,  article 1 against the corporation has been paid,  or until it is notified by the department of revenue that the corporation is not subject to the tax and until the commission has received from the department of revenue its certificate issued pursuant to section 43-1151. 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 shall not be considered complete until all fees,  penalties and costs required to be paid under this title have been paid. F. Notwithstanding subsection E 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 and penalty accrual prescribed in section 10-1622 are 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 10-1420,  paragraph 9,  all past due annual reports required by section 10-1622,  together with fees and any applicable penalties,  are owed as if the suspension never occurred.
AZ Rev Stat § 10-1404 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1404 - Revocation of dissolution

10-1404.  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 shareholder action. 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 incorporators revoked the dissolution,  a statement to that effect. 5. If the corporation's board of directors revoked a dissolution authorized by the shareholders,  a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization. 6. If shareholder action was required to revoke the dissolution,  the information required by section 10-1403,  subsection A,  paragraph 3 or 4. 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 business as if dissolution had never occurred.
AZ Rev Stat § 10-1405 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1405 - Effect of dissolution

10-1405.  Effect of dissolution A. A dissolved corporation continues its corporate existence but shall not carry on any business except that business appropriate to wind up and liquidate its business and affairs,  including: 1. Collecting its assets. 2. Disposing of its properties that will not be distributed in kind to its shareholders. 3. Discharging or making provisions for discharging its liabilities. 4. Distributing its remaining property among its shareholders according to their interests. 5. Doing every other act necessary to wind up and liquidate its business and affairs. B. Dissolution of a corporation does not: 1. Transfer title to the corporation's property. 2. Prevent transfer of its shares or securities,  although the authorization to dissolve may provide for closing the corporation's share transfer records. 3. Subject its directors or officers to standards of conduct different from those prescribed in chapter 8 of this title. 4. Change quorum or voting requirements for its board of directors or shareholders,  change provisions for selection,  resignation or removal of its directors or officers,  or both,  or change provisions for amending its bylaws. 5. Prevent commencement of a proceeding by or against the corporation in its corporate name or any officers,  directors or shareholders or affect applicable statutes of limitation. 6. Abate or suspend a proceeding pending by or against the corporation or any officers,  directors or shareholders on the effective date of dissolution. 7. Terminate the authority of the statutory agent of the corporation.
AZ Rev Stat § 10-1406 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1406 - Known claims against dissolved corporation; definition

10-1406.  Known claims against dissolved corporation;  definition 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 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 by the dissolved corporation by following the procedures described in subsections B and C.