reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1407 - Unknown claims against dissolved corporation

10-1407.
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 or before the expiration of any other applicable limitations period,  whichever is earlier.
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 or before the expiration of any other applicable limitations period,  whichever is earlier:
1. A claimant who did not receive written notice under section 10-1406.
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 the dissolution.
D. A claim,  including a contingent claim or a claim based on an event occurring after the effective date of dissolution,  may be enforced under this section either:
1. Against the dissolved corporation to the extent of its undistributed assets.
2. If the assets have been distributed in liquidation,  against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation,  whichever is less,  but a shareholder's total liability for all claims under this subsection shall not exceed the total amount of assets distributed to the shareholder.
E. This section does not extend or lengthen any otherwise applicable time period during which claims may be brought against the corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1420 - Grounds for administrative dissolution

10-1420.
Grounds for administrative dissolution
The commission may commence a proceeding under section 10-1421 to administratively dissolve a corporation if either:
1. The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 1 through 17 of this title.
2. The corporation does not deliver its annual report to the commission within sixty days after it is due.
3. The corporation is without a statutory agent or known place of business in this state for sixty days or more.
4. The corporation does not notify the commission within sixty days that its statutory agent or known place of business has been changed,  that its statutory agent has resigned or that its principal office has been discontinued.
5. The corporation has failed to make any publication required by this title,  provided the commission has notified the corporation of the intent of the commission to commence a dissolution proceeding for that reason and the corporation has failed to file an affidavit of publication or other appropriate evidence of publication within sixty days after that notice.
6. The corporation's period of duration stated in its articles of incorporation expires.
7. The corporation has failed to comply with section 10-202,  subsection F.
8. Any officer or other representative of the corporation has made any misrepresentation of a material matter in any application,  report or other document submitted by the corporation pursuant to chapters 1 through 17 of this title.
9. The corporation has failed to comply with section 10-1403,  subsection D or E,  or the commission has not received the notice required by section 10-1403,  subsection C,  within six months after filing articles of dissolution.
10. The corporation has failed to file a certificate of disclosure or answer interrogatories as prescribed in chapters 1 through 17 of this title.
11. The corporation failed to comply with section 10-1623,  subsection A.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1421 - Procedure for and effect of administrative dissolution

10-1421.
Procedure for and effect of administrative dissolution
A. If the commission determines that one or more grounds exist under section 10-1420 for dissolving a corporation,  it shall serve the corporation with written notice of its determination under section 10-504.
B. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the commission that each ground determined by the commission does not exist within sixty days after service of the notice is perfected under section 10-504,  the commission shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The commission shall file the original of the certificate and serve a copy on the corporation under section 10-504.
C. Subject to the provisions of section 10-1422 regarding reinstatement,  a corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 10-1405 and notify claimants under sections 10-1406 and 10-1407. If the corporation has not applied for reinstatement within six months after the effective date of the dissolution,  the commission shall release the corporate name for use in accordance with chapters 1 through 17 of this title or by a person intending to register the name as a trade name pursuant to title 44,  chapter 10,  article 3.1.
D. The administrative dissolution of a corporation does not terminate the authority of its statutory agent.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1422 - Reinstatement following administrative dissolution

10-1422.
Reinstatement following administrative dissolution
A. A corporation administratively dissolved under section 10-1421 may apply to the commission for reinstatement within six years after the effective date of dissolution. The application shall both:
1. Recite the name of the corporation and the effective date of its administrative dissolution.
2. State that the ground or grounds for dissolution either did not exist or have been eliminated.
B. If the commission determines that the application contains the information required by subsection A of this section and that the information is correct,  it shall cancel the certificate of dissolution and shall prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement,  shall file the original of the certificate and shall serve a copy on the corporation under section 10-504.
C. When the reinstatement is effective,  it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
D. If another corporation has adopted the name of the corporation or another person has adopted the name of the corporation as a trade name,  the application shall be accompanied by articles of amendment that are in accordance with chapter 10,  article 1 of this title and that adopt a new name for the corporation that complies with chapter 4,  article 1 of this title.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1430 - Grounds for judicial dissolution or equitable relief

10-1430.
Grounds for judicial dissolution or equitable relief
A. The court may dissolve a corporation in a proceeding by the attorney general if it is established that either:
1. The corporation obtained its articles of incorporation through fraud.
2. The corporation has continued to exceed or abuse the authority conferred on it by law.
B. The court may dissolve a corporation in a proceeding by a shareholder if it is established that either:
1. The directors are deadlocked in the management of the corporate affairs,  the shareholders are unable to break the deadlock and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation cannot be conducted to the advantage of the shareholders generally because of the deadlock.
2. The directors or those in control of the corporation have acted,  are acting or will act in a manner that is illegal,  oppressive or fraudulent.
3. The shareholders are deadlocked in voting power and have failed for a period that includes at least two consecutive annual meeting dates to elect one or more directors.
4. The corporate assets are being wasted,  misapplied or diverted for noncorporate purposes.
C. The court may dissolve a corporation in a proceeding by a creditor if it is established that either:
1. The creditor's claim has been reduced to a judgment,  the execution of the judgment has been returned unsatisfied and the corporation is insolvent.
2. The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.
D. The court may dissolve a corporation in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1431 - Procedure for judicial dissolution or equitable relief

10-1431.
Procedure for judicial dissolution or equitable relief
A. Venue for a proceeding by the attorney general to dissolve a corporation or for a proceeding brought by any other party named in section 10-1430 is in the county where a corporation's known place of business is or was last located.
B. It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them personally.
C. A court in a proceeding brought to dissolve a corporation may issue injunctions,  appoint a receiver with all of the powers and duties the court directs,  take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1432 - Receivership

10-1432.
Receivership
A. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate or manage the business and affairs of the corporation. After notifying all parties to the proceeding and any interested persons designated by the court,  the court shall hold a hearing before appointing a receiver. The court appointing a receiver has exclusive jurisdiction over the corporation and all of its property wherever located.
B. The court may appoint an individual or a domestic or foreign corporation authorized to transact business in this state as a receiver. The court may require the receiver to post bond with or without sureties in an amount the court directs.
C. The court shall describe the powers and duties of the receiver in its appointing order,  which may be amended from time to time. Among other powers,  the receiver may exercise all of the powers of the corporation,  through or in place of its board of directors,  executive committee or officers,  to the extent necessary to carry on the ordinary and necessary business of the corporation and to manage the affairs of the corporation in the best interests of its shareholders and creditors.
D. The court from time to time during the receivership may order compensation paid and expense disbursements or reimbursements made to the receiver and its counsel from the assets of the corporation or proceeds from the sale of the assets.
E. A receiver of a corporation may sue and defend in all courts in his own name as receiver of such corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1433 - Decree of dissolution

10-1433.
Decree of dissolution
A. If after a hearing the court determines that one or more of the grounds for judicial dissolution described in section 10-1430 exist,  it may enter a decree that dissolves the corporation and that specifies the effective date. The clerk of the court shall deliver a certified copy of a dissolution decree to the commission which shall file it.
B. After entering a decree of dissolution,  the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with section 10-1405 and the notification of claimants in accordance with sections 10-1406 and 10-1407.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1440 - Deposit with department of revenue

10-1440.
Deposit with department of revenue
Assets of a dissolved corporation that should be transferred to a creditor,  claimant or shareholder of the corporation who either cannot be found or who is not competent to receive them and does not have a legal representative who is legally competent to receive them shall be reduced to cash and deposited with the unclaimed property division of the department of revenue for safekeeping. When the creditor,  claimant,  shareholder or legal representative who is legally competent to receive the distributive portion furnishes satisfactory proof of entitlement to the amount deposited,  the unclaimed property division of the department of revenue shall pay the creditor,  claimant,  shareholder or legal representative that amount.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1501 - Authority to transact business required

10-1501.
Authority to transact business required
A. A foreign corporation shall not transact business 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 transacting business within the meaning of subsection A:
1. Maintaining,  defending or settling any proceeding.
2. Holding meetings of the board of directors or shareholders 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 the corporation's own 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 other 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. Transacting business 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.
D. This section does not apply to insurance corporations or any corporation transacting in this state only the business of lending monies to religious,  social or benevolent associations.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1502 - Consequences of transacting business without authority; penalty

10-1502.
Consequences of transacting business without authority;  penalty
A. A foreign corporation transacting business 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 based 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 transacts business 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 1 through 17 of this title on the corporation if it had duly applied for and received authority to transact business in this state as required by chapters 1 through 17 of this title and thereafter filed all reports required by chapters 1 through 17 of this title. In addition to all penalties imposed by chapters 1 through 17 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,  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 1 through 17 of this title is 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.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1504 - Delivery of changes; changes requiring amended authority

10-1504.
Delivery of changes;  changes requiring amended authority
A. Whenever the articles of incorporation of a foreign corporation authorized to transact business in this state are amended or restated by merger or otherwise,  within sixty days after the amendment or restatement becomes effective,  the foreign corporation shall deliver to the commission a copy of the amendment or restatement duly authenticated by the secretary of state or other official having custody of corporate records in the state or country where the foreign corporation is incorporated.
B. In addition to the requirement prescribed in subsection A of this section,  a foreign corporation authorized to transact business in this state shall amend its application for authority by filing with the commission articles of amendment to application for authority if any of the following occurs:
1. The foreign corporation changes its actual corporate name or the name under which it has obtained authority to transact business in this state pursuant to section 10-1503,  subsection A,  paragraph 1.
2. The foreign corporation changes its period of duration.
3. The foreign corporation changes its state or country of incorporation.
4. A statement in the application for authority was inaccurate when made.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1505 - Effect of grant of authority

10-1505.
Effect of grant of authority
A. A grant of authority to transact business authorizes the foreign corporation to transact business in this state subject to the right of this state to revoke the grant of authority as provided in chapters 1 through 17 of this title.
B. A foreign corporation with a valid grant of authority has the same but no greater rights and has the same but no greater privileges as and except as otherwise provided by chapters 1 through 17 of this title and is subject to the same duties,  restrictions,  penalties and liabilities now or later imposed on a domestic corporation of like character.
C. Chapters 1 through 17 of this title do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1507 - Known place of business and statutory agent of foreign corporation

10-1507.
Known place of business and statutory agent of foreign corporation
Each foreign corporation authorized to transact business in this state shall continuously maintain in this state both:
1. A known place of business that may be the address of its statutory agent.
2. A statutory agent who may be either:
(a) An individual who resides in this state.
(b) A domestic corporation formed under this title.
(c) A foreign corporation authorized to transact business in this state.
(d) A limited liability company formed under title 29.
(e) A limited liability company authorized to transact business in this state.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1508 - Change of known place of business or statutory agent of foreign corporation

10-1508.
Change of known place of business or statutory agent of foreign corporation
A. A foreign corporation authorized to transact business in this state may change its known place of business or statutory agent by delivering to the commission for filing a statement of change,  which may be the annual report,  that sets forth:
1. The name of the foreign corporation.
2. The street address of its current known place of business.
3. If the current known place of business is to be changed,  the street address of the new known place of business.
4. The name and street address of its current statutory agent.
5. If the current statutory agent is to be changed,  the name of its new statutory agent and the new agent's written consent to the appointment.
B. The statement of change shall be executed by the foreign corporation by an officer and delivered to the commission. The change or changes set forth in the statement of change are effective on delivery to the commission for filing.
C. If a statutory agent changes its street address,  it shall give written notice to the foreign corporation of the change and shall sign,  either manually or in facsimile,  and deliver to the commission for filing a statement that complies with the requirements of subsection A and recites that the foreign corporation has been given written notice of the change. The change or changes are effective on delivery to the commission for filing.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1509 - Resignation of statutory agent of foreign corporation

10-1509.
Resignation of statutory agent of foreign corporation
A. The statutory agent of a foreign corporation may resign the agency appointment by delivering to the commission for filing an original and two copies of a signed statement of resignation. The statement of resignation may include a disclosure that the known place of business of the foreign corporation has changed or has been discontinued. The statutory agent shall give written notification of the resignation to the foreign corporation at its last known address,  other than that of the resigning statutory agent.
B. After the receipt and the filing of the statement of resignation,  the commission shall mail one copy to the foreign corporation at its known place of business within the state,  if not discontinued. The commission shall mail another copy of the statement of resignation to the foreign corporation at its last known office in the jurisdiction of incorporation.
C. The agency appointment is deemed terminated and the known place of business is discontinued,  if so provided,  on the thirty-first day after the date on which the statement was delivered to the commission for filing.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1510 - Service on foreign corporation

10-1510.
Service on foreign corporation
A. The statutory agent appointed by a foreign corporation is an agent of the foreign corporation on whom process,  notice or demand that is required or permitted by law to be served on the foreign corporation may be served and that,  when so served,  is lawful personal service on the foreign corporation.
B. If a foreign corporation fails to appoint or maintain a statutory agent at the address shown on the records of the commission,  the commission is an agent of the foreign corporation on whom any process,  notice or demand may be served. Pursuant to the Arizona rules of civil procedure,  service on the commission of any process,  notice or demand shall be made by delivering to and leaving with the commission duplicate copies of the process,  notice or demand,  and the commission shall immediately cause one of the copies of the process,  notice or demand to be forwarded by mail,  addressed to the foreign corporation at its known place of business. Service made on the commission is returnable pursuant to applicable law relative to personal service on the corporation. If service is made on the commission,  whether under this chapter or a rule of court,  the foreign corporation has thirty days to respond in addition to the time otherwise provided by law.
C. The commission shall keep a permanent record of all processes,  notices and demands served on it under this section and shall record in the record the time of the service and its action with reference to the service.
D. Notice required to be served on a foreign corporation pursuant to section 10-1531 may be served:
1. By mail addressed to the statutory agent of the foreign corporation or,  if the foreign corporation fails to appoint and maintain a statutory agent,  addressed to its known place of business in this state or its principal place of business in its state or country of incorporation.
2. By electronic transmission to the statutory agent or to the corporation,  or both.
3. Pursuant to the rules for service of process authorized by the Arizona rules of civil procedure.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1521 - Withdrawal by duly authorized officers; foreign corporations

10-1521.
Withdrawal by duly authorized officers;  foreign corporations
A. A majority of the duly authorized officers of a foreign corporation that has not issued shares or that has not commenced transacting business in this state may withdraw the foreign corporation by delivering to the commission for filing an application for withdrawal that sets forth all of the following:
1. The name of the foreign corporation and the name of the state or country under whose laws it is incorporated.
2. That the foreign corporation revokes the authority of its statutory agent to accept service on its behalf and appoints the commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state.
3. A mailing address to which the commission may mail a copy of any process served on the commission pursuant to its appointment as the foreign corporation s agent for service of process.
4. A commitment to notify the commission in the future of any change in the foreign corporation s mailing address.
5. Either of the following:
(a) That none of the foreign corporation's shares have been issued in this state.
(b) That the foreign corporation has not commenced business in this state and that it surrenders its authority to transact business in this state.
6. That no debt of the foreign corporation acquired in this state remains unpaid.
7. That a majority of the duly authorized officers authorized the withdrawal.
B. The application for withdrawal filed pursuant to this section must be executed pursuant to section 10-120,  subsection F.
C. After determining that the application appears in all respects to conform to the requirements of this chapter and when all fees have been paid as are prescribed by this chapter,  the commission shall file the application in the manner provided in section 10-120. On the filing of the application for withdrawal,  the authority of the foreign corporation to transact business in this state ceases.