reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11007 - Restated articles of incorporation

10-11007.
Restated articles of incorporation
A. A corporation's board of directors may restate its articles of incorporation at any time with or without approval by the members or any other person.
B. The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or any other person,  it shall be adopted as provided in section 10-11003.
C. If the board of directors submits a restatement for member action,  the corporation shall notify each member entitled to vote of the proposed membership meeting in writing 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 the proposed restatement and shall contain or be accompanied by a copy or summary of the restatement that identifies any amendment or other change it would make in the articles.
D. If the board of directors submits a restatement for member action by written ballot or written consent,  the material that solicits the approval shall contain or be accompanied by a copy or summary of the restatement that also identifies any amendment or other change it would make in the articles of incorporation.
E. A corporation restating its articles of incorporation shall deliver to the commission for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
1. Whether the restatement contains an amendment to the articles requiring approval by any other person other than the board of directors and,  if it does not,  that the board of directors adopted the restatement.
2. If the restatement contains an amendment to the articles requiring approval by the members,  a statement that such approval was obtained.
3. If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 10-11030,  a statement that such approval was obtained.
F. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
G. The commission may certify restated articles of incorporation,  as the articles of incorporation currently in effect,  without including the certificate information required by subsection E of this section.
H. Within sixty days after the commission approves the filing,  either of the following must occur:
1. A copy of the articles of restatement 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.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11008 - Amendment pursuant to reorganization

10-11008.
Amendment pursuant to reorganization
A. A corporation's articles may be amended pursuant to this section without action by the board of directors or members or approval required pursuant to section 10-11030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a federal statute or a statute of this state if the articles of incorporation after amendment contain only provisions required or permitted by section 10-3202.
B. Before the date of entry of a final decree in the reorganization proceeding,  the individual or individuals designated by the court plan shall deliver to the commission articles of amendment setting forth all of the following:
1. The name of the corporation.
2. The text of each amendment contained in the plan of reorganization.
3. The date of the court's order or decree confirming the plan of reorganization containing the articles of amendment.
4. The title of the reorganization proceeding in which the order or decree was entered.
5. A statement that the court had jurisdiction of the proceeding under federal or state statute.
C. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
D. Within sixty days after the commission approves the filing,  either of the following must occur:
1. A copy of the articles of amendment 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.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11009 - Effect of amendment and restatement

10-11009.
Effect of amendment and restatement
An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation,  a proceeding to which the corporation is a party,  any requirement or limitation imposed on the corporation or any property held by it by virtue of any trust on which that property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11020 - Amendment by board of directors

10-11020.
Amendment by board of directors
A. If a corporation has no members,  its board of directors may adopt one or more amendments to the corporation's bylaws.
B. The adoption of an amendment pursuant to this section shall require the approval in writing by any person or persons whose approval is required pursuant to section 10-11030.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11023 - Bylaw increasing quorum or voting requirement for members

10-11023.
Bylaw increasing quorum or voting requirement for members
A. If authorized by the articles of incorporation,  members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members,  or of classes of members,  than is required by chapters 24 through 40 of this title. The adoption or amendment of a bylaw that adds,  changes or deletes a greater quorum or voting requirement for members shall meet the same quorum requirement and shall be adopted by the same vote and classes of members required to take action under the quorum and voting requirement then in effect or proposed to be adopted,  whichever is greater.
B. A bylaw that fixes a greater quorum or voting requirement for members under subsection A shall not be adopted,  amended or repealed by the board of directors.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11024 - Bylaw increasing quorum or voting requirement for directors

10-11024.
Bylaw increasing quorum or voting requirement for directors
A. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed as follows:
1. If originally adopted by the members,  only by the members.
2. If originally adopted by the board of directors,  either by the members or by the board of directors.
B. A bylaw that is adopted or amended by the members and that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the members or the board of directors.
C. Action by the board of directors under subsection A,  paragraph 2 to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and shall be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted,  whichever is greater.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11030 - Approval by third persons

10-11030.
Approval by third persons
The articles of incorporation may require a specified person or persons other than the board of directors to approve in writing any amendment to the articles of incorporation or bylaws and,  unless the articles of incorporation or bylaws otherwise provide,  that article provision may only be amended with the approval in writing of the specified person or persons.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11031 - Amendment terminating members or redeeming or canceling memberships

10-11031.
Amendment terminating members or redeeming or canceling memberships
A. Any amendment to the articles of incorporation or bylaws of a corporation that terminates all members or any class of members or redeems or cancels all memberships or any class of memberships shall be adopted in accordance with section 10-11002,  10-11003,  10-11020 or 10-11021,  as applicable,  and this section.
B. The members shall approve any amendment described in subsection A of this section by two-thirds of the votes cast by each class.
C. The provisions of section 10-3621 do not apply to any amendment described in subsection A of this section.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11101 - Definitions

10-11101.
Definitions
A. In this article,  unless the context otherwise requires:
1. " Plan"  means a plan of merger,  interest exchange,  conversion,  domestication or division,  as applicable.
2. " Transaction"  means a merger,  an interest exchange,  a conversion,  a domestication or a division,  as applicable.
B. Except for terms defined in chapters 24 through 40 of this title or unless the context otherwise requires,  terms used in this article have the same meanings prescribed in section 29-2102.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11102 - Entity restructuring transactions

10-11102.
Entity restructuring transactions
A. If its board of directors adopts and,  if required by section 10-11103,  its members and other persons approve a plan,  a domestic corporation may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and:
1. Title 29,  chapter 6,  article 2 for a merger.
2. Title 29,  chapter 6,  article 3 for an interest exchange.
3. Title 29,  chapter 6,  article 4 for a conversion.
4. Title 29,  chapter 6,  article 5 for a domestication.
5. Title 29,  chapter 6,  article 6 for a division.
B. The effective time and date of the transaction are as provided in title 29,  chapter 6. Except as expressly set forth in this article,  the procedures regarding the effect of and all other aspects of the transaction are governed by title 29,  chapter 6.
C. This section does not limit the power of a corporation to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11105 - Statement of merger or interest exchange; publication or posting

10-11105.
Statement of merger or interest exchange;  publication or posting
Within sixty days after the commission approves the filing,  either of the following must occur:
1. A copy of the statement of merger or interest exchange 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.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11108 - Requests, devises and gifts

10-11108.
Requests,  devises and gifts
Unless the will or other instrument otherwise specifically provides,  any bequest,  devise,  gift,  grant or promise that is contained in a will or other instrument of donation,  subscription or conveyance,  that is made to a domestic nonprofit corporation and that takes effect or remains payable after the transaction inures,  as applicable,  to the surviving entity in a merger,  the acquiring entity in an interest exchange,  the converted entity in a conversion,  the domesticated entity in a domestication and,  as specified in the statement of division,  one or more of the resulting entities in a division.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11201 - Sale of assets in regular course of activities and mortgage of assets

10-11201.
Sale of assets in regular course of activities and mortgage of assets
A. On the terms and conditions and for the consideration determined by the board of directors,  a corporation may:
1. Sell,  lease,  exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities.
2. Mortgage,  pledge,  dedicate to the repayment of indebtedness,  whether with or without recourse,  or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
3. Transfer any or all of its property to a corporation all the shares of memberships of which are owned by the corporation.
B. Unless the articles of incorporation require it,  approval by the members or any other person of a transaction described in subsection A is not required.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11251 - Definitions

10-11251.
Definitions
In this chapter,  unless the context otherwise requires:
1. " Assets"  means all real,  personal,  tangible and intangible property and rights in property,  including cash,  buildings,  equipment,  investments and contracts with other entities.
2. " Community benefit activity"  means any activity furthering community benefit purposes including any health care activity that includes education,  prevention,  promotion of community health,  indigent care or any other charitable purpose.
3. " Community benefit assets"  means every asset that has been used in connection with community benefit activity during the previous year.
4. " Community benefit organization"  means a nonprofit charitable organization that is tax-exempt under section 501(c)(3) of the internal revenue code and whose mission is solely to engage in community benefit activities.
5. " Community benefit purposes"  means those purposes for which an entity may qualify for exemption pursuant to section 501(c)(3) of the internal revenue code,  or for similar activity engaged in by a for profit organization.
6. " Community health center"  means a primary care facility that provides medical care in medically underserved areas as designated in section 36-2352 or in medically underserved areas or medically underserved populations as designated by the United States department of health and human services.
7. " Nonprofit health care entity"  means a licensed hospital or community health center that holds tax-exempt status pursuant to section 501(c)(3) of the internal revenue code.
8. " Notice of completion"  means the written notice that is sent by the hearing officer to the chairman of the corporation commission after the hearing officer holds a public hearing and files a summary report pursuant to section 10-11253.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11252 - Scope; included transactions; excluded transactions

10-11252.
Scope;  included transactions;  excluded transactions
A. Except as provided in subsections B and C of this section,  this chapter applies to any nonprofit health care entity that intends to sell,  transfer,  lease,  exchange,  option,  convey,  convert,  give,  merge or otherwise dispose of all or substantially all of its assets to or with another nonprofit health care entity or a for profit entity,  including entering into a joint venture involving all or substantially all of its assets. The requirements of section 10-11202 do not apply to a nonprofit health care entity.
B. This chapter does not apply to any physician or licensed health care provider contract with a hospital or community health center. This chapter shall not affect any contract entered into between a physician or licensed health care provider or group of physicians or licensed health care providers and a licensed hospital.
C. This chapter does not apply to transactions:
1. Involving a transfer of community benefit assets of a licensed hospital or community health center with a book value of less than one million dollars,  net of accumulated depreciation as of the date of the closing date of the intended transaction.
2. Enabling a party to finance the purchase of assets,  refinance assets or mortgage or pledge assets already owned by the party,  whether or not in its usual course of business.
3. Between or among a nonprofit health care entity and affiliated nonprofit entities that are part of a common line of ownership or control.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11420 - Grounds for administrative dissolution

10-11420.
Grounds for administrative dissolution
The commission may commence a proceeding under section 10-11421 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 24 through 40 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.
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 known place of business 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 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 10-3202,  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 24 through 40 of this title.
9. The commission has not received the notice required by section 10-11403,  subsection E 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 24 through 40 of this title.
11. The corporation failed to comply with section 10-11623,  subsection A.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11421 - Procedure for and effect of administrative dissolution

10-11421.
Procedure for and effect of administrative dissolution
A. If the commission determines that one or more grounds exist under section 10-11420 for dissolving a corporation,  it shall serve the corporation with written notice of its determination under section 10-3504.
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 10-3504,  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 10-3504. If the corporation that has been dissolved is a utility providing domestic water services or domestic wastewater services and the corporation has been dissolved for at least three years,  after notice to interested parties,  opportunity for objection and hearing before the commission,  the assets of the corporation may be transferred by the commission to a domestic water improvement district or a domestic wastewater improvement district established pursuant to title 48,  chapter 6 or to a municipality incorporated pursuant to title 9,  chapter 1,  on receipt by the commission of a written request from the governing body of the district or municipality.
C. Subject to the provisions of section 10-11422 regarding reinstatement,  a corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 10-11405 and notify its claimants under sections 10-11406 and 10-11407. 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 24 through 40 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 › § 10-11422 - Reinstatement following administrative dissolution

10-11422.
Reinstatement following administrative dissolution
A. A corporation administratively dissolved under section 10-11421 may apply to the commission for reinstatement within six years after the effective date of dissolution unless the corporation is a utility providing domestic water services or domestic wastewater services and the assets of the corporation have been transferred to a domestic water improvement district or a domestic wastewater improvement district established pursuant to title 48,  chapter 6 or to a municipality incorporated pursuant to title 9,  chapter 1. 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,  the commission shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement,  file the original of the certificate and serve a copy on the corporation under section 10-3504.
C. When reinstatement is effective,  it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities 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 33,  article 1 of this title and that adopt a new name for the corporation that complies with chapter 27,  article 1 of this title.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11430 - Grounds for judicial dissolution

10-11430.
Grounds for judicial dissolution
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 upon it by law.
B. Except as provided in the articles of incorporation or bylaws of a corporation organized primarily for religious purposes,  the court may dissolve a corporation in a proceeding by fifty members or by members holding twenty-five per cent of the voting power,  whichever is less,  or by a director or any person specified in the articles of incorporation,  if any of the following is established:
1. The directors are deadlocked in the management of the corporate affairs,  the members,  if any,  are unable to breach the deadlock and irreparable injury to the corporation is threatened or being suffered or the affairs of the corporation cannot be conducted 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 members are deadlocked in voting power and have failed,  for a period that includes at least two consecutive annual meeting dates to elect successors to directors whose terms have or would otherwise have expired.
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 on 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 › § 10-11431 - Procedure for judicial dissolution

10-11431.
Procedure for judicial dissolution
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 10-11430 is in the county where a corporation's known place of business is or was last located.
B. It is not necessary to make directors or members 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 powers and duties the court directs,  take other action required to preserve the corporate assets wherever located and carry on the activities of the corporation until a full hearing can be held.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11432 - Receivership

10-11432.
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 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 business or nonprofit 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 activities of the corporation and to manage the affairs of the corporation in the best interests of its members 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 › § 10-11433 - Decree of dissolution

10-11433.
Decree of dissolution
A. If after a hearing the court determines that one or more of the grounds for judicial dissolution described in section 10-11430 exist,  it may enter a decree that dissolves the corporation and specifies the effective date. The clerk of the court shall deliver a certified copy of the dissolution decree to the commission which shall file it.
B. After entering the decree of dissolution,  the court shall direct the winding up and liquidation of the corporation's affairs in accordance with section 10-11405 and the notification of claimants in accordance with sections 10-11406 and 10-11407.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11440 - Deposit with department of revenue

10-11440.
Deposit with department of revenue
A. Assets of a dissolved corporation that should be transferred to a creditor,  claimant or member of the corporation who 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 subject to known trust restrictions and deposited with the unclaimed property division of the department of revenue for safekeeping.
B. Notwithstanding subsection A,  in the discretion of the unclaimed property division of the department of revenue property may be received and held in kind.
C. If the creditor,  claimant,  member or legal representative who is legally competent to receive the distributive portion furnishes satisfactory proof of entitlement to the amount deposited or property held in kind,  the unclaimed property division of the department of revenue shall pay the creditor,  member or legal representative that amount or property.
2023 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.