reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1530 - Grounds for revocation

10-1530.
Grounds for revocation
The commission may commence a proceeding under section 10-1531 to revoke the authority of a foreign corporation to transact business in this state if any of the following conditions exist:
1. The foreign corporation does not deliver its annual report to the commission within the time required by chapters 1 through 17 of this title.
2. The foreign corporation does not pay any fees or penalties imposed by chapters 1 through 17 of this title when they become due and payable.
3. The foreign corporation is without a statutory agent or known place of business in this state for sixty days or more.
4. The foreign corporation does not inform the commission that its statutory agent or known place of business has changed or that its statutory agent has resigned within sixty days after the change or resignation.
5. The foreign corporation has failed to make any publication required by this title,  provided the commission has notified the foreign corporation of the intent of the commission to commence a revocation proceeding for that reason and the foreign corporation has failed to file an affidavit or other appropriate evidence of publication within sixty days after that notice.
6. An incorporator,  director,  officer or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the commission for filing.
7. The commission receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.
8. The corporation has failed to file a certificate of disclosure or answer interrogatories as prescribed in chapters 1 through 17 of this title.
9. 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.
10. The corporation has failed to pay fees,  penalties and costs required under this chapter or to comply with section 10-1520,  subsection F or the commission has not received the notice required by section 10-1520,  subsection C within six months after filing the application for withdrawal.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1601 - Corporate records

10-1601.
Corporate records
A. A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors,  a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
B. A corporation shall maintain appropriate accounting records.
C. A corporation or its agent shall maintain a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders and in alphabetical order by class of shares showing the number and class of shares held by each.
D. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
E. A corporation shall keep a copy of all of the following records at its principal office,  at its known place of business or at the office of its agent:
1. Its articles or restated articles of incorporation and all amendments to them currently in effect.
2. Its bylaws or restated bylaws and all amendments to them currently in effect.
3. Resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights,  preferences and limitations,  if shares issued pursuant to those resolutions are outstanding.
4. The minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years.
5. All written communications to shareholders generally within the past three years,  including the financial statements furnished for the past three years under section 10-1620.
6. A list of the names and business addresses of its current directors and officers.
7. Its most recent annual report delivered to the commission under section 10-1622.
8. An agreement among shareholders under section 10-732.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1603 - Scope of inspection right; charge

10-1603.
Scope of inspection right;  charge
A. A shareholder's agent or attorney has the same inspection and copying rights as the shareholder it represents.
B. The right to copy records under section 10-1602 includes,  if reasonable,  the right to receive copies made by photographic,  xerographic or other means.
C. The corporation may impose a reasonable charge covering the costs of labor and material for copies of any documents provided to the shareholder. The charge shall not exceed the estimated cost of production or reproduction of the records.
D. The corporation may comply with a shareholder's demand to inspect the record of shareholders under section 10-1602,  subsection B,  paragraph 3 by providing the shareholder with a list of the corporation's shareholders that was compiled no earlier than the date of the shareholder's demand.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1604 - Court-ordered inspection

10-1604.
Court-ordered inspection
A. If a corporation does not allow a shareholder who complies with section 10-1602,  subsection A to inspect and copy any records required by that subsection to be available for inspection,  the court in the county where the corporation's known place of business is located may summarily order inspection and copying of the records demanded at the corporation's expense on application of the shareholder.
B. If a corporation does not allow within a reasonable time a shareholder to inspect and copy any other record,  the shareholder who complies with section 10-1602,  subsections B and C may apply to the court in the county where the corporation's principal office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
C. If the court orders inspection and copying of the records demanded,  it shall also order the corporation to pay the shareholder's costs,  including reasonable attorney fees,  incurred to obtain the order,  unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded. The court may order a shareholder to pay all or a portion of the corporation's costs,  including reasonable attorney fees,  if the demand to inspect is denied in whole or in material part.
D. If the court orders inspection and copying of the records demanded,  it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1620 - Financial statements for shareholders

10-1620.
Financial statements for shareholders
A. A corporation shall furnish its shareholders annual financial statements that may be consolidated or combined statements of the corporation and one or more of its subsidiaries,  as appropriate,  and that include a balance sheet as of the end of the fiscal year,  an income statement for that year and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles,  the annual financial statements shall also be prepared on that basis.
B. If the annual financial statements are reported on by a certified public accountant,  that report shall accompany them. If not,  the statements shall be accompanied by a statement of the president or the person responsible for the corporation's accounting records both:
1. Stating that person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and,  if not,  describing the basis of preparation.
2. Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
C. A corporation shall mail or transmit the annual financial statements to each shareholder within one hundred twenty days after the close of each fiscal year. On written request from a shareholder the corporation shall mail or transmit that shareholder the latest annual financial statements.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1621 - Other reports to shareholders

10-1621.
Other reports to shareholders
If a corporation indemnifies or advances expenses to a director under sections 10-851 through 10-854,  the corporation shall report the indemnification or advance in writing to the shareholders with or before the annual financial statements required under section 10-1620. Failure to report under this section does not invalidate otherwise valid indemnification. This section does not apply to a corporation whose shares are listed on a national securities exchange or are regularly traded in a market maintained by one or more members of a national or affiliated securities association.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1630 - Certificate of good standing; license and registration renewal

10-1630.
Certificate of good standing;  license and registration renewal
If a state agency can confirm through the commission that an applicant for renewal of a license or registration is entitled to the issuance of a certificate of good standing at the time of the inquiry,  the agency shall not require an applicant to obtain a certificate.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1631 - Civil liability for false statements

10-1631.
Civil liability for false statements
A. If any report,  certificate or other statement made or public notice given by the officers or directors of a corporation is false in a material representation or if any book,  record or account of the corporation is knowingly or wrongfully altered,  the officers,  directors or agents knowingly or wrongfully authorizing,  signing or making the false report,  certificate,  other statement or notice or authorizing or making the wrongful alteration are jointly and severally personally liable to a person who has become a creditor or shareholder of the corporation on the faith of the false material representation or alteration for all damages resulting.
B. An action for the liability imposed by this section shall be commenced within two years after discovery of the false representation or alteration and within six years after the certificate,  report,  public notice or other statement or the alteration has been made or given by the officers,  directors or agents of the corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1632 - Interrogatory or signature violations; corporate records; classification

10-1632.
Interrogatory or signature violations;  corporate records;  classification
A. A person who knowingly fails or refuses within the time prescribed by this chapter to answer truthfully any interrogatories propounded to that person by the commission in accordance with this chapter or who signs any articles,  statement,  report,  application or other document filed with the commission that is known to the person as false in any material respect is guilty of a class 4 felony.
B. A person who with the intent to defraud or deceive knowingly falsifies,  alters,  steals,  destroys,  mutilates,  defaces,  removes or secretes the books,  records or accounts of a corporation is guilty of a class 5 felony.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1633 - Interrogatories by the commission

10-1633.
Interrogatories by the commission
The commission may propound to any domestic or foreign corporation subject to chapters 1 through 17 of this title and to any officer or director of the corporation interrogatories as may be reasonably necessary and proper to enable it to ascertain whether the corporation complied with all of the provisions of chapters 1 through 17 of this title applicable to the corporation. The interrogatories shall be answered within thirty days after the mailing of the interrogatories or within an additional time fixed by the commission,  and the answers to the interrogatories shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual they shall be answered by the individual,  and if directed to a corporation they shall be answered by the president,  vice-president,  secretary or assistant secretary of the corporation. The commission need not file any document to which the interrogatories relate until the interrogatories have been answered as provided in this section,  and not then if the answers to the interrogatories disclose that the document is not in conformity with the provisions of chapters 1 through 17 of this title. The commission shall certify to the attorney general,  for such action as the attorney general deems appropriate,  all interrogatories and answers to the interrogatories that disclose a violation of any of the provisions of chapters 1 through 17 of this title.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1634 - Information disclosed by interrogatories

10-1634.
Information disclosed by interrogatories
Interrogatories propounded by the commission and the answers to the interrogatories shall not be open to public inspection and the commission shall not disclose any facts or information obtained from the interrogatories and answers except if its official duty requires the facts or information to be made public or if the interrogatories or the answers are required for evidence in any criminal proceeding or in any other action by this state.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1635 - Certified copies received in evidence

10-1635.
Certified copies received in evidence
All copies of documents delivered to and filed by the commission in accordance with chapters 1 through 17 of this title when certified by it shall be taken and received in all courts,  public offices and official bodies as prima facie evidence of the facts stated in the documents. A certificate by the commission under seal as to the existence or nonexistence of the facts relating to corporations shall be taken and received in all courts,  public offices and official bodies as prima facie evidence of the existence or nonexistence of the facts stated in the certificate.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1636 - Civil liability for false filings; exceptions

10-1636.
Civil liability for false filings;  exceptions
A. Except as provided in subsection C or D of this section,  any person that authorizes or signs a report,  certificate,  notice or other document with respect to a corporation that is delivered for filing with the commission pursuant to this chapter and that has knowledge at the time of delivery to the commission for filing that the information contained in that report,  certificate,  notice or other document is materially false or misleading is liable to the corporation and its creditors and shareholders for all damages resulting. The prevailing party in an action for the liability imposed under this subsection is entitled to an award for its costs and reasonable attorney fees.
B. An action for the liability imposed by subsection A of this section must be commenced within two years after discovery of the false statement or the time a reasonable person would have discovered it,  but not later than six years after the report,  certificate,  notice or other document was filed or received by the commission.
C. This section does not apply to any filing made by a corporation whose shares are listed or approved for listing on any stock exchange or national market system of a national securities association specified in section 44-1843,  subsection A,  paragraph 7 or the rules of the corporation commission relating to that paragraph or whose securities are issued by an entity that is exempt from section 44-1841 pursuant to section 44-1843,  subsection A,  paragraph 2 or 3 or the rules of the corporation commission relating to those paragraphs.
D. Execution of a consent to serve as a statutory agent does not by itself constitute a certification of the truth or accuracy of the information contained in a report,  certificate,  notice or other document with respect to the corporation even if the consent is attached to another filing.
E. This section does not prevent the award of equitable remedies,  if appropriate.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1701 - Application to existing domestic corporations

10-1701.
Application to existing domestic corporations
A. Except as provided in subsection B,  beginning January 1,  1996 chapters 1 through 17 of this title apply to all Arizona corporations that were incorporated under or that were subject to chapter 1,  articles 1 through 12 of this title on December 31,  1995.
B. Beginning January 1,  1996,  any existing corporation that was originally organized under the laws of the territory of Arizona may elect to amend or restate its articles of incorporation and retain any previously valid provisions of its articles of incorporation,  even if the previously valid provisions of its articles of incorporation are in conflict with any provisions of chapters 1 through 17 of this title. Upon such amendment or restatement,  all of the provisions of chapters 1 through 17 of this title which are not specifically in conflict with the amended or restated articles of incorporation shall be applicable to the existing corporations that were originally organized under the laws of the territory of Arizona. The previously valid provisions of its articles of incorporation that are retained shall apply to the existing corporations originally organized under the laws of the territory of Arizona and to all persons contracting or in any manner dealing with the corporation,  including its shareholders,  subscribers,  affiliates,  directors,  officers and employees.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1702 - Application to qualified foreign corporations

10-1702.
Application to qualified foreign corporations
A foreign corporation authorized to transact business in this state on January 1,  1996 is subject to chapters 1 through 17 of this title but is not required to obtain a new certificate of authority to transact business under chapters 1 through 17 of this title.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1801 - Law applicable to close corporations

10-1801.
Law applicable to close corporations
Close corporations organized pursuant to this article are subject to the provisions of chapters 1 through 17 of this title except insofar as this article modifies or differs from such provisions,  in which case this article prevails. This article shall be applicable to all close corporations except insofar as this article otherwise provides. This article shall be construed to simplify the management,  structure and operations of close corporations.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1802 - Definitions

10-1802.
Definitions
In this article,  unless the context otherwise requires:
1. " Capital units"  means the proportions of the proprietary interest in the corporation owned by the investors.
2. " Commission"  means the Arizona corporation commission.
3. " Corporation"  or " close corporation"  means a corporation for profit organized pursuant to the provisions of this article.
4. " Good faith"  or " in good faith"  means an act or thing done when it is in fact done honestly,  whether it be done negligently or not.
5. " Investor"  means one who is the owner of capital units in a close corporation.
6. " Manager"  means the person or persons named in the articles of incorporation either originally or by amendment thereto in the capacity of manager or assistant manager and does not include any person who is not so named.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1803 - Mandatory provisions of articles of incorporation

10-1803.
Mandatory provisions of articles of incorporation
A. The articles of incorporation of a close corporation shall set forth:
1. The name of the corporation which shall contain the words " Arizona close corporation"  or an abbreviation therefor.
2. The name and address of the manager or managers of the corporation.
3. The names,  addresses and amount of initial contribution of capital units of each of the original investors. The number of original investors shall not exceed ten.
4. The aggregate amount in dollars of the initial capital units to be paid to the corporation.
5. The name,  address and signature of the corporation's initial statutory agent.
B. It shall not be necessary to set forth in the articles of incorporation any corporate powers or any corporate purposes.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1804 - Optional provisions of articles of incorporation

10-1804.
Optional provisions of articles of incorporation
The articles of incorporation of a close corporation may set forth any of the following:
1. The period of duration,  if less than perpetual.
2. Any restrictions on the authority of the manager or managers of the close corporation.
3. Any reservations of authority to the investors.
4. Any restriction on the power of any investor to sell,  to transfer or to create a security interest in his capital units. No restriction on the power to sell,  transfer or create a security interest shall be binding except as to persons who have actual knowledge thereof unless such restriction is set forth in the articles of incorporation.
5. Any restriction on the subsequent issuance of additional capital units.
6. If any preemptive right is to be granted to investors,  the provisions therefor.
7. Whether the corporation will have the power to acquire its capital units and if so any restrictions or limitations thereon. If no power to acquire its capital units is set forth in the articles of incorporation,  the corporation may not acquire any of its outstanding capital units.
8. Any provisions which provide for arbitration or other non-judicial procedure seeking resolution of any dispute as provided in section 10-1806.
9. Any provision for replacement or succession of a manager inconsistent with section 10-1805,  subsection D.
10. Any provision which either relieves the manager entirely of the obligation to make accountings to investors or which modifies the period or form of such accounting in a manner inconsistent with section 10-1805,  subsection E.
11. Any provision for annual or other periodic meetings of investors. If no such provision is set forth in the articles of incorporation,  there shall be no requirement for meetings for investors.
12. Any requirement for bond or other security to be given to the corporation by a manager to secure the faithful performance of his duties.
13. Any restrictions upon competition by investors directly or indirectly with the business of the corporation.
14. Any provision for delegation of his authority by a manager.
15. Any provision for a dissolution option pursuant to section 10-1807.
16. Any provision for varying relationships among investors as to relative rights in capital units.
17. Any other provisions which are consistent with law and which the incorporators elect to set forth.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1805 - Managers

10-1805.
Managers
A. All managers named in the articles of incorporation shall be natural persons. It is the purpose of this article that the corporation be operated on a day-to-day basis by one manager,  by managers having divided functions or by assistant managers who can serve either as alternates to the manager or assume some portion of managerial responsibility. As among the corporation,  its investors and any manager,  there shall be no limitations on the authority of a manager unless specifically limited by provisions of the articles of incorporation,  the written employment contract of such manager or the records of the corporation evidencing the acts of the investors. Any person other than a manager or investor who deals in good faith with the corporation is not subject to any limitation on the authority of any manager,  even though such manager's authority is expressly limited in the articles of incorporation.
B. No manager may delegate any of his authority to any other agent,  employee or representative of a corporation unless authority to do so is contained in the articles of incorporation or is granted by act of the investors.
C. Any manager shall have the same rights,  duties,  obligations and privileges as a person who is both a director and officer of a corporation for profit under the provisions of chapters 1 through 17 of this title and the other articles of this chapter,  except as specifically modified in this article.
D. Any manager may be replaced or succeeded by a new manager at any time by a majority of the voting power of the investors,  unless otherwise provided by the articles of incorporation. Such replacement shall be effective when a certificate of change of manager,  sworn under oath by an investor,  is filed with the commission stating the name of the replaced manager and the name and address of the new manager and that such new manager was elected by the required vote.
E. Unless the articles of incorporation or vote of the investors provide otherwise,  a manager shall mail to each investor an annual accounting which complies with section 10-1622. Such annual accounting shall be mailed or delivered to the investors within thirty days after the date filing is required with the commission by section 10-1622. Such annual accounting shall be acknowledged by the manager or certified by an independent public accountant.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1806 - Settlement of disputes; arbitration

10-1806.
Settlement of disputes;  arbitration
The articles of incorporation may provide for arbitration of any deadlock or dispute involving the internal affairs of the corporation. To the extent the articles of incorporation do not provide to the contrary,  such arbitration shall be governed by title 12,  chapter 21. Unless otherwise provided in the articles of incorporation,  if the arbitrators determine that such deadlock or dispute either impairs or threatens to impair the value of the assets or continued conduct of the business of the corporation,  the arbitrators may appoint a conservator or interim manager to preserve the business and assets of the corporation or to continue the operation of the business of the corporation,  or both,  during the pendency of such arbitration proceedings. If such arbitrators appoint a conservator or interim manager,  the arbitrators may suspend,  revoke or nullify the authority of any existing manager or managers. The articles of incorporation may also provide that the arbitrators may suspend,  revoke or nullify the employment or any employment contract of any existing manager or managers without payment of compensation and without liability for damages or breach of contract. Unless provided otherwise in the articles of incorporation,  the arbitrators may define the authority and set the compensation of the conservator or interim manager,  and shall immediately file a certificate of the appointment of such conservator or interim manager with the commission. Such arbitration proceedings shall not supersede the power of the superior court of Arizona to appoint an interim manager under section 10-1814. A court appointed interim manager shall replace any conservator or interim manager appointed under this section.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1807 - Option to dissolve

10-1807.
Option to dissolve
A. The articles of incorporation of any corporation may include a provision granting to any investor or investors an option to have the corporation dissolved at will or upon the performance or occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised,  the investor or investors exercising such option shall give written notice thereof to all other investors. After the expiration of thirty days following the mailing of such notice,  the dissolution of the corporation shall proceed as if the required vote power had consented to the dissolution of the corporation as provided by section 10-1402.
B. If the articles of incorporation as originally filed do not contain a provision authorized by subsection A of this section,  the articles of incorporation may be amended to include such provision if adopted by the affirmative vote of all investors. If the articles of incorporation as originally filed contain a provision authorized by subsection A of this section,  such provision may be amended only by the affirmative vote of all investors.
C. Sections 10-1401,  10-1402 and 10-1801 shall be applicable to voluntary dissolution notwithstanding the reference in subsection A of this section to section 10-1402.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1809 - Capital units, transfers and encumbrances

10-1809.
Capital units,  transfers and encumbrances
A. Until a statement substantially in the form set forth in subsection B of this section has been filed with the commission,  any transfer,  hypothecation,  other voluntary encumbrance or security interest in or of any capital unit or units shall be void as to creditors and subsequent purchasers for valuable consideration without notice.
B. The statement of transfer,  hypothecation or other voluntary encumbrance or security interest in or of any capital unit or units in a close corporation shall be acknowledged and be substantially in one of the following forms:
1. Transfer:
On the ___________________ day of _______________,  _____________,  the undersigned (name of transferor) transferred to (name of transferee),  whose address is (address of transferee) (all or a stated percentage) of the undersigned's interest in the capital units of (name of corporation),  an Arizona close corporation.
(signature of transferor)
acknowledgment
2. Hypothecation,  other voluntary encumbrance or security interest:
On the __________ day of _______________,  ___________,  the undersigned (name of debtor) hypothecated and voluntarily encumbered to (name of creditor) (all or a stated percentage) of the undersigned's interest in the capital units of (name of corporation) ,  an Arizona close corporation.
(signature of debtor)
acknowledgment
C. Sections 47-8101 through 47-8407 and title 47,  chapter 9,  articles 3,  4 and 5 do not apply to any hypothecation,  other voluntary encumbrance or any creation of a security interest in or of capital units of a close corporation. Title 47,  chapter 9,  article 6 applies to defaults and the rights and remedies for the enforcement of defaults.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1810 - Definition of relative rights of capital units

10-1810.
Definition of relative rights of capital units
" Relative rights of capital units"  means all the rights,  privileges,  obligations and duties of the capital units and may include,  but are not limited to,  disproportionate variations of the following:
1. Participation in dividends or distributions from operating income.
2. Participation in dividends or distributions from income other than operating income.
3. Participation in distributions of the proceeds of a sale of all or substantially all of the assets of the corporation with further disproportionate variation depending upon the degree of gain or loss.
4. Participation in distributions upon liquidation or dissolution.
5. Voting rights.
6. Restrictions or limitations on transfer.
7. The obligation to perform services or provide goods or other property to the corporation.
8. The obligation to devote time and energies which are collateral to corporate purposes.
9. Assessments,  if any.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1811 - Changes in investor relationships

10-1811.
Changes in investor relationships
Any redemption,  termination or cancellation of capital units,  acquisition of capital units by the corporation,  issuance of additional units or change in the relative rights of capital units other than transfers or encumbrances provided for in section 10-1809 shall be effective only upon an amendment of the articles of incorporation. The unanimous vote of all outstanding capital units shall be required to amend the articles of incorporation to create or to change the relative rights in capital units.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1812 - Variable relative rights

10-1812.
Variable relative rights
The articles of incorporation may provide for varying relationships among investors as to relative rights in capital units. It is not necessary that each close corporation provide in its articles of incorporation for variable relative rights of capital units as enumerated in this section. Only those variable relative rights of capital units set forth in the articles of incorporation shall apply to the particular close corporation. When no provision is made in the articles of incorporation concerning a particular relative right of capital units,  then that particular relative right of capital units shall be proportionate to the dollar amount of the capital units.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1814 - Appointment of conservator

10-1814.
Appointment of conservator
A. The superior court in the county in which the known place of business or statutory agent of the corporation is situated,  may in an action by any investor,  appoint a conservator or interim manager of the corporation if the court finds that a deadlock or dispute involving the internal affairs of the corporation impairs or threatens to impair the value of the assets or the continued conduct of the business of the corporation. Upon or subsequent to appointing such a conservator or interim manager,  the court may enter orders which,  despite any contract or provision of the articles of incorporation to the contrary:
1. Suspend,  revoke or nullify the authority,  in whole or in part,  of any existing manager or managers or any conservator or interim manager appointed pursuant to section 10-1806.
2. Define the authority of such conservator or interim manager.
3. Set the compensation of such conservator or interim manager to be paid by the corporation.
4. Resolve,  partially resolve or aid in the resolution of any such deadlock or dispute.
B. When any order or appointment is issued pursuant to subsection A of this section,  the clerk of the court shall immediately supply a copy thereof to the commission.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1815 - Involuntary dissolution or liquidation pursuant to court order

10-1815.
Involuntary dissolution or liquidation pursuant to court order
The superior court shall have full power to liquidate the assets and business of a close corporation:
1. In an action filed by an investor when the court finds:
(a) That a deadlock or dispute involving the internal affairs of the corporation,  continues to impair or threatens to impair the value of the assets or the continued conduct of the business of the corporation,  notwithstanding bona fide attempts to utilize the arbitration provisions in the articles of incorporation if available and the provisions of section 10-1814.
(b) That a deadlock or dispute involving the internal affairs of the corporation,  impairs or threatens to impair the value of the assets or the continued conduct of the business of the corporation and no provision is contained in the articles of incorporation for arbitration of such disputes and that it would be useless effort to invoke the provisions of section 10-1814.
(c) That the investors are so divided respecting the management of the business and affairs of the corporation that either the corporation is suffering or will suffer irreparable injury,  or the business and affairs of the corporation can no longer be conducted to the advantage of the investors generally,  and the provisions of sections 10-1806 and 10-1814 are inapplicable.
(d) That the corporation has abandoned its business and has failed within a reasonable period of time to take steps to dissolve and liquidate its affairs and distribute its assets.
2. In an action by a creditor of the corporation in the manner provided by section 10-1430,  subsection B.
3. In an action filed by the attorney general in the manner provided by section 10-1430,  subsection A.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1816 - Court relief other than dissolution, liquidation or appointment of conservator

10-1816.
Court relief other than dissolution,  liquidation or appointment of conservator
A. The superior court in an action filed either by an investor or by a creditor seeking relief under section 10-1815 shall have full power to make any such order or grant any such relief other than dissolution or liquidation as in its discretion it may deem appropriate including but not limited to:
1. Canceling,  altering or amending any provision contained in the articles of incorporation of such close corporation.
2. Directing,  prohibiting or enjoining any act of the corporation or other persons who are parties to the court action.
3. Providing for the purchase by the corporation or by other investors at their fair market value of the capital units or claims of the person bringing such action.
B. Relief under this section may be granted even though the court does not find any of the elements prescribed for relief under section 10-1815.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1817 - Merger, interest exchange, conversion, domestication or division; definitions

10-1817.
Merger,  interest exchange,  conversion,  domestication or division;  definitions
A. A domestic close corporation may be a party to or otherwise undertake a merger,  an interest exchange,  a conversion,  a domestication or a division by complying with chapters 11 and 13 of this title and title 29,  chapter 6. For the purposes of this subsection:
1. References in chapters 11 and 13 of this title to:
(a) " Directors"  are deemed references to managers.
(b) " Shares"  are deemed references to capital units.
(c) " Shareholders"  are deemed references to investors.
2. References in title 29,  chapter 6 to:
(a) " Governors"  are deemed references to managers.
(b) " Interest holders"  are deemed references to investors.
(c) " Interests"  are deemed references to capital units.
B. A plan of merger must be approved by all of the investors.
C. A plan of conversion must be approved by at least two-thirds of the investors.
D. A plan of interest exchange,  domestication or division must be approved by a majority of the investors.
E. If a domestic close corporation is to be created in a merger,  a conversion,  a domestication or a division,  the number of investors in the corporation on the effective date of the transaction may not exceed ten investors.
F. For the purposes of this section:
1. " Conversion"  means a transaction authorized by title 29,  chapter 6,  article 4.
2. " Division"  means a transaction authorized by title 29,  chapter 6,  article 6.
3. " Domestication"  means a transaction authorized by title 29,  chapter 6,  article 5.
4. " Interest exchange"  means a transaction authorized by title 29,  chapter 6,  article 3.
5. " Merger"  means a transaction authorized by title 29,  chapter 6,  article 2.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1841 - Claim for unclaimed shares or dividends

10-1841.
Claim for unclaimed shares or dividends
A. A person who is the owner,  or the heir,  devisee,  successor or assign of the owner,  of monies or securities acquired by the state pursuant to article XI,  section 8,  Constitution of Arizona,  as unclaimed shares or dividends of a corporation,  may file a verified claim for them with the department of administration alleging the nature of the claim and praying that the monies or shares be paid or delivered to him.
B. Claims for monies or securities acquired before June 16,  1941 shall be filed within ten years after that date. Claims for monies or securities thereafter acquired shall be filed within twenty years after the date of acquisition.
C. A claim filed under the provisions of this section shall be accompanied by the certificate of stock upon which it is based,  together with a statement signed and sworn to by the person having lawful custody of the books of the corporation,  stating that the claimant,  or his predecessor in interest,  appears on the books as the rightful owner of the stock. If the claimant is the heir,  devisee,  successor or assign of the owner shown on the books of the corporation,  he shall also make satisfactory proof of his claim of ownership.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1842 - Payment of claim

10-1842.
Payment of claim
A. If the department of administration is satisfied that the person making a claim,  as provided by section 10-1841,  is entitled to the monies or securities claimed,  the director of the department of administration shall approve the claim and order the department of revenue to deliver the securities to the claimant or draw a warrant for payment to the claimant of the money claimed,  as the case may be.
B. All monies acquired by the state as unclaimed shares or dividends of a corporation shall be deposited,  pursuant to sections 35-146 and 35-147,  into a clearing account from which payment of claims for the money may be made. The monies shall remain in the clearing account until the expiration of the period in which claims thereon may be filed,  as prescribed by section 10-1841,  and shall,  during such period,  be available for payment of such claims without further appropriation. On expiration of the claim period,  the monies shall be credited to the permanent state school fund.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1843 - Court action upon refusal to pay claim

10-1843.
Court action upon refusal to pay claim
In the event the director of the department of administration refuses to approve any claim presented as provided in section 10-1841,  the claimant may file a complaint in the superior court in Maricopa county,  and shall serve a copy thereof upon the attorney general,  alleging the nature of his claim and praying that the money or securities be paid or delivered to him. If the court finds for the plaintiff,  judgment shall be entered accordingly,  and the court shall certify the judgment to the director of the department of administration,  who shall thereupon issue the order or draw the warrant as provided in section 10-1842. Appeal may be taken from the judgment of the superior court as in other cases.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1871 - Definitions

10-1871.
Definitions
In this article,  unless the context otherwise requires:
1. " Business trust"  means an unincorporated association or trust of the type which at common law was known as a " business trust"  or " Massachusetts trust" ,  created by an instrument under which property is held and managed by trustees for the benefit and profit of such persons as are or may become the holders of transferable certificates evidencing beneficial interests in the trust estate.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1874 - Required delivery to commission; certified copy of trust instrument

10-1874.
Required delivery to commission;  certified copy of trust instrument
A. Any business trust desiring to transact business in this state shall deliver to the commission:
1. An executed copy of the articles,  declaration of trust or trust agreement by which the trust was created and all amendments thereto,  or a true copy thereof certified to be such by a trustee of the trust before an official authorized to administer oaths or by a public official of another state,  territory or country in whose office an executed copy thereof is on file. Such true copy shall be certified within sixty days before it is delivered to the commission.
2. A verified list of the names,  residences and post office addresses of its trustees.
3. An affidavit setting forth its assumed business name,  if any.
4. If a domestic business trust,  the name of its statutory agent appointed as provided for domestic corporations in section 10-501. A foreign business trust shall deliver to the commission,  as provided for in section 10-501,  the location of its statutory office,  the name of its statutory agent and its irrevocable consent to service of process,  duly signed by a sufficient number of its trustees to bind the business trust by such irrevocable consent,  or accompanied by a duly certified copy of an order or resolution of its trustees authorizing the execution and delivery of such irrevocable consent.
B. The business trust shall file a copy of its articles,  declaration of trust or trust agreement by which it was created,  certified by the corporation commission,  in the office of the county recorder in the county where the principal place of business of the trust is located,  where such certified copy shall be indexed and recorded.
C. When a business trust has complied with the delivery requirements as provided in subsections A and B of this section,  the commission shall,  after determining that the requirements of chapters 1 through 17 of this title,  this chapter and other provisions of law have been satisfied,  file such delivered documents of foreign and domestic business trusts and such business trusts may thereupon commence business.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1875 - Merger, interest exchange, conversion, domestication or division; definitions

10-1875.
Merger,  interest exchange,  conversion,  domestication or division;  definitions
A. A domestic business trust may be a party to or otherwise undertake a merger,  an interest exchange,  a conversion,  a domestication or a division by complying with chapters 11 and 13 of this title and title 29,  chapter 6.
B. If a domestic business trust is to be created in a merger,  a conversion,  a domestication or a division,  the trust must comply with the delivery requirements set forth in section 10-1874,  subsections A and B.
C. For the purposes of this section,  references in chapters 11 and 13 of this title to:
1. " Corporations"  are deemed references to business trusts.
2. " Directors"  are deemed references to trustees.
3. " Shareholders"  are deemed references to holders of transferable certificates evidencing beneficial interests in the trust estate.
D. For the purposes of this section:
1. " Conversion"  means a transaction authorized by title 29,  chapter 6,  article 4.
2. " Division"  means a transaction authorized by title 29,  chapter 6,  article 6.
3. " Domestication"  means a transaction authorized by title 29,  chapter 6,  article 5.
4. " Interest exchange"  means a transaction authorized by title 29,  chapter 6,  article 3.
5. " Merger"  means a transaction authorized by title 29,  chapter 6,  article 2.