reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-351 - Name

29-351.
Name
A foreign limited partnership may register with the secretary of state under any name,  whether or not it is the name under which it is registered in its state of organization,  that includes the words " limited partnership"  or the initials " L.P."  or " LP" ,  in uppercase or lowercase letters,  and that could be registered by a domestic limited partnership.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-352 - Changes and amendments

29-352.
Changes and amendments
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed,  making the application inaccurate in any respect,  the foreign limited partnership shall promptly file in the office of the secretary of state a certificate,  signed and sworn to by a general partner,  correcting such statement.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-353 - Cancellation of registration

29-353.
Cancellation of registration
A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-354 - Transaction of business without registration

29-354.
Transaction of business without registration
A. A foreign limited partnership transacting business in this state may not maintain any action,  suit or proceeding in any court of this state until it has registered in this state.
B. The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action,  suit or proceeding in any court of this state.
C. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
D. A foreign limited partnership,  by transacting business in this state without registration,  appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.
E. Without excluding other activities which may not constitute transacting business in this state,  a foreign limited partnership is not considered to be transacting business in this state,  for the purposes of this chapter,  solely because it is carrying on in this state one or more of the following activities:
1. Maintaining,  defending or effecting a settlement of an action or suit or an administrative or arbitrative proceeding or effecting the settlement of a claim or dispute.
2. Holding meetings of its partners or carrying on any other activities concerning its internal affairs.
3. Maintaining a bank account.
4. Maintaining an office or agency for the transfer,  exchange and registration of its securities,  or appointing and maintaining trustees or depositories with relation to its securities.
5. Effecting sales through an independent contractor.
6. Soliciting or receiving orders outside this state in pursuance of letters,  circulars,  catalogs or other forms of advertising or solicitation and accepting such orders outside this state and filling them with goods shipped into this state.
7. Creating as borrower or lender,  or acquiring,  indebtedness or mortgages or other security interests in real or personal property.
8. Securing or collecting debts or enforcing any right in property securing the debts.
9. Transacting business in interstate commerce.
10. Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.
F. The provisions of this section do not apply in determining the contacts or activities which may subject a foreign limited partnership to service of process,  suit,  taxation or regulation under any other statute of this state.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-357 - Proper plaintiff

29-357.
Proper plaintiff
In a derivative action,  the plaintiff shall be a partner at the time of bringing the action and:
1. Shall have been a partner at the time of the transaction of which he complains;  or
2. His status as a partner shall have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-359 - Expenses

29-359.
Expenses
If a derivative action is successful,  in whole or in part,  or if anything is received by the plaintiff as a result of a judgment,  compromise or settlement of an action or claim,  the court may award the plaintiff reasonable expenses,  including reasonable attorney fees,  and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-363 - Rules for cases not provided for in this chapter

29-363.
Rules for cases not provided for in this chapter
In any case not provided for in this chapter:
1. Chapter 5 of this title governs all limited partnerships formed from and after July 20,  1996.
2. All limited partnerships formed before July 20,  1996 are governed by chapter 2 of this title until the earlier of January 1,  2000 or the partnership's election to be governed by chapter 5 of this title in the manner required to amend the partnership agreement. Qualification as a limited liability partnership is an election to be governed by chapter 5 of this title.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-366 - Fees

29-366.
Fees
The secretary of state shall charge and collect in advance and deposit,  pursuant to sections 35-146 and 35-147,  in the state general fund the following fees:
1. Filing a certificate of limited partnership,  ten dollars,  plus three dollars per page.
2. Filing a certificate of amendment or any document described in chapter 6 of this title,  ten dollars,  plus three dollars per page.
3. Filing a restated certificate of limited partnership,  ten dollars,  plus three dollars per page.
4. Filing a certificate of cancellation of limited partnership,  ten dollars,  plus three dollars per page.
5. Filing an application for registration as a foreign limited partnership,  ten dollars,  plus three dollars per page.
6. Issuing a certificate of registration to transact business in this state,  ten dollars.
7. Filing a certificate correcting a statement contained in an application for registration of a foreign limited partnership,  ten dollars,  plus three dollars per page.
8. Filing a certificate of cancellation of the registration of a foreign limited partnership,  ten dollars,  plus three dollars per page.
9. Filing an application for reservation of a name,  ten dollars.
10. Filing a certificate declaring withdrawal under section 29-320,  subsection A,  paragraph 2,  ten dollars,  plus three dollars per page.
11. At time of any service of process upon the secretary of state as agent for service of process,  twenty-five dollars,  which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action.
12. Document certification,  five dollars per document.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-367 - Limited partnership as limited liability partnership

29-367.
Limited partnership as limited liability partnership
A. A limited partnership is a limited liability partnership as well as a limited partnership if it:
1. Qualifies as a limited liability partnership as provided in section 29-1101 as permitted by its written partnership agreement or,  if its written partnership agreement is silent,  with the consent of the partners required to amend its written partnership agreement;  and
2. Has a name that complies with the requirements of sections 29-302 and 29-1102.
B. In applying section 29-1101 to a limited partnership,  all references to partners mean general partners.
C. If a limited partnership is a limited liability partnership,  section 29-1026 applies to its general partners and to any of its limited partners who under the provisions of this chapter are liable for the debts or obligations of the partnership.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-368 - Definitions

29-368.
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 1 through 17 of this title or unless the context otherwise requires,  terms used in this article have the same meanings prescribed in chapter 6 of this title.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-369 - Entity restructuring transactions

29-369.
Entity restructuring transactions
A. If a plan is approved as provided by section 29-370,  a domestic limited partnership may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and:
1. Chapter 6,  article 2 of this title for a merger.
2. Chapter 6,  article 3 of this title for an interest exchange.
3. Chapter 6,  article 4 of this title for a conversion.
4. Chapter 6,  article 5 of this title for a domestication.
5. Chapter 6,  article 6 of this title for a division.
B. The effective time and date of the transaction are as provided in chapter 6 of this title. Except as expressly set forth in this article,  the procedures regarding the effect of and all other aspects of the transaction are governed by chapter 6 of this title.
C. This section does not limit the power of a limited partnership to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-373 - Effect of transaction; definition

29-373.
Effect of transaction;  definition
A. If the post-transaction entity is a domestic limited partnership,  a partner of the post-transaction entity is liable for:
1. All obligations of an entity that is a party to or otherwise undertakes the transaction for which the partner was personally liable before the transaction.
2. All other obligations of the post-transaction entity incurred before the transaction by an entity that is a party to or otherwise undertakes the transaction,  but those obligations may be satisfied only out of property of the post-transaction entity.
3. All obligations of the post-transaction entity incurred after the transaction takes effect,  but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.
B. If the obligations incurred before the transaction by a domestic limited partnership that is a party to or otherwise undertakes the transaction are not to be satisfied out of the property of the post-transaction entity pursuant to the plan,  the general partners of that partnership immediately before the effective date of the transaction shall contribute the amount necessary to satisfy that partnership's obligations to the post-transaction entity in the manner provided in section 29-1077,  as if that partnership were dissolved.
C. A partner of a domestic limited partnership that is a party to or otherwise undertakes a transaction who does not become a partner or other interest holder of the post-transaction entity is dissociated,  as provided in section 29-1051,  from the domestic limited partnership of which that partner was a partner,  as of the date the transaction takes effect. If the dissociated partner was a general partner before the transaction,  the post-transaction entity shall cause the partner's interest in the limited partnership to be purchased under section 29-334,  subsection C or section 29-1061,  as applicable,  or another statute specifically applicable to that partner's interest with respect to a transaction. If the dissociated partner was a general partner before the transaction,  the post-transaction entity is bound under section 29-1062 by an act of a general partner dissociated under this subsection and the partner is liable under section 29-1063 for transactions entered into by the post-transaction entity after the transaction takes effect.
D. For the purposes of this section,  " post-transaction entity"  means any of the following,  as applicable:
1. The surviving entity in a merger.
2. The converted entity in a conversion.
3. The domesticated entity in a domestication.
4. Each resulting entity in a division,  jointly and severally.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1002 - Knowledge and notice

29-1002.
Knowledge and notice
A. A person knows a fact if the person has actual knowledge of it.
B. A person has notice of a fact if the person either:
1. Knows of it.
2. Has received a notification of it.
3. Has reason to know it exists from all of the facts known to the person at the time in question.
C. A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person in ordinary course,  whether or not the other person knows of it.
D. A person receives a notification when the notification either:
1. Comes to the person's attention.
2. Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
E. A person other than an individual knows,  has notice or receives a notification of a fact for purposes of a particular transaction when the individual acting for the person and conducting the transaction knows,  has notice or receives a notification of the fact,  or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1003 - Effect of partnership agreement; nonwaivable provisions

29-1003.
Effect of partnership agreement;  nonwaivable provisions
A. Except as otherwise provided in subsection B of this section,  relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide,  this chapter governs relations among the partners and between the partners and the partnership.
B. The partnership agreement shall not:
1. Vary the rights and duties under section 29-1005 except to eliminate the duty to provide copies of statements to all of the partners.
2. Unreasonably restrict the right of access to books and records under section 29-1033,  subsection B.
3. Eliminate the duty of loyalty under section 29-1034,  subsection B or section 29-1053,  subsection B,  paragraph 3,  except that the partnership agreement may identify types or categories of activities that do not violate the duty of loyalty.
4. Eliminate the duty of care under section 29-1034,  subsection C or section 29-1053,  subsection B,  paragraph 3,  except that the partnership agreement may prescribe the standard by which the performance of the duty is to be measured.
5. Eliminate the obligation of good faith and fair dealing under section 29-1034,  subsection D,  except that the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured.
6. Vary the power to dissociate as a partner under section 29-1052,  subsection A,  except to require the notice under section 29-1051,  paragraph 1 to be in writing.
7. Restrict rights of persons other than a partner,  the partner's transferee,  the legal representative of a partner,  the transferee of the legal representative of a partner or the partnership under this chapter.
8. Vary the law applicable to a limited liability partnership under section 29-1006.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1004 - Supplemental principles of law

29-1004.
Supplemental principles of law
A. Unless displaced by particular provisions of this chapter,  the principles of law and equity supplement this chapter.
B. If an obligation to pay interest arises under this chapter and the rate is not specified,  the rate is that specified in section 44-1201.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1005 - Execution, filing and recording of statements

29-1005.
Execution,  filing and recording of statements
A. A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.
B. A certified copy of a statement that has been filed in the office of the secretary of state and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state does not have the effect provided for recorded statements in this chapter.
C. Other than a statement of qualification under section 29-1101,  a statement filed by a partnership shall be executed by at least two partners. Other statements shall be executed by a partner or any other person authorized by this chapter. Whether or not a statement contains an acknowledgment,  verification or proof,  the signature of each person signing a statement constitutes the affirmation or acknowledgment of that person,  under penalty of perjury,  that the statement is that person's act and deed or the act and deed of the partnership and that the facts stated in the statement are true.
D. A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership,  identifies the statement and states the substance of the amendment or cancellation.
E. A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or any other person does not limit the effectiveness of the statement as to a person who is not a partner.
F. The secretary of state may collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1006 - Law governing internal relations

29-1006.
Law governing internal relations
A. Except as provided in subsection B,  the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
B. In the case of a limited liability partnership,  the laws of this state govern relations among the partners and between the partners and the partnership,  and the liability of the partners for obligations of the limited liability partnership.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1012 - Formation of partnership

29-1012.
Formation of partnership
A. Except as otherwise provided in subsections B and C,  the association of two or more persons to carry on as co-owners a business for profit forms a partnership,  whether or not the persons intend to form a partnership.
B. An association formed under a statute other than this chapter,  a predecessor statute or a comparable statute of another jurisdiction is not a partnership under this chapter.
C. In determining whether a partnership is formed,  the following rules apply:
1. Joint tenancy,  tenancy in common,  tenancy by the entireties,  joint property,  common property or part ownership does not by itself establish a partnership,  even if the co-owners share profits made by the use of the property,  except that the ownership establishes a partnership if the persons have declared in a written partnership agreement that the property is partnership property subject to the provisions of the partnership agreement and this chapter.
2. The sharing of gross returns does not by itself establish a partnership,  even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
3. A person who receives a share of the profits of a business is presumed to be a partner in the business,  unless the profits were received in payment either:
(a) Of a debt by installments or otherwise.
(b) For services as an independent contractor or of wages or other compensation to an employee.
(c) Of rent.
(d) Of an annuity or any other retirement benefit to a beneficiary,  representative or designee of a deceased or retired partner.
(e) Of interest or other charge on a loan,  even if the amount of payment varies with the profits of the business,  including a direct or indirect present or future ownership of the collateral,  or rights to income,  proceeds or increase in value derived from the collateral.
(f) For the sale of the goodwill of any business or other property by installments or otherwise.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1014 - When property is partnership property

29-1014.
When property is partnership property
A. Property is partnership property if acquired in the name of either:
1. The partnership.
2. One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
B. Property is acquired in the name of the partnership by a transfer to either:
1. The partnership in its name.
2. One or more partners in their capacity as partners in the partnership,  if the name of the partnership is indicated in the instrument transferring title to the property.
C. Property is presumed to be partnership property if it is purchased with partnership assets,  even if it is not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
D. Property acquired in the name of one or more of the partners,  without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets,  is presumed to be separate property,  even if used for partnership purposes.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1021 - Partner agent of partnership

29-1021.
Partner agent of partnership
Subject to the effect of a statement of partnership authority under section 29-1023:
1. Each partner is an agent of the partnership for the purpose of its business. An act of a partner,  including the execution of an instrument in the partnership name,  for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership,  unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
2. An act of a partner that is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1022 - Transfer of partnership property

29-1022.
Transfer of partnership property
A. Partnership property may be transferred as follows:
1. Subject to the effect of a statement of partnership authority under section 29-1023,  partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
2. Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership,  but without an indication of the name of the partnership,  may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
3. Partnership property held in the name of one or more persons other than the partnership,  without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership,  may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
B. A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 29-1021 and either:
1. As to a subsequent transferee who gave value for property transferred under subsection A,  paragraph 1 or 2 of this section,  proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
2. As to a transferee who gave value for property transferred under subsection A,  paragraph 3 of this section,  proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
C. A partnership shall not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property,  under subsection B of this section,  from any earlier transferee of the property.
D. If a person holds all of the partners' interests in the partnership,  all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1024 - Statement of denial

29-1024.
Statement of denial
A partner or any other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to section 29-1023,  subsection B may file a statement of denial stating the name of the partnership and the fact that is being denied,  including denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in section 29-1023,  subsections D and E.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1025 - Partnership liable for partner's actionable conduct

29-1025.
Partnership liable for partner's actionable conduct
A. A partnership is liable for loss or injury caused to a person,  or for a penalty incurred,  as a result of a wrongful act or omission,  or other actionable conduct,  of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
B. If,  in the course of the partnership's business or while acting with authority of the partnership,  a partner receives or causes the partnership to receive money or property of a person who is not a partner,  and the money or property is misapplied by a partner,  the partnership is liable for the loss.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1026 - Partner's liability

29-1026.
Partner's liability
A. Except as otherwise provided in subsections B,  C and D of this section,  all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
B. A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
C. Obligations incurred by a partnership or a limited partnership while the partnership or limited partnership is a limited liability partnership,  whether arising in contract,  tort or otherwise,  are solely the obligations of the limited liability partnership. A partner is not personally liable,  directly or indirectly,  including by way of contribution or indemnification,  for such obligations of the limited liability partnership incurred during the time the partnership or limited partnership is a limited liability partnership solely by reason of being or acting as such a partner. Notwithstanding contrary provisions in a partnership agreement existing prior to the effective date of a statement of qualification,  the filing of a statement pursuant to section 29-1101 creates a presumption that the partners have agreed to the applicability of this subsection.
D. If a limited partnership is a limited liability partnership,  this section applies to its general partners and to any of its limited partners who,  under the provisions of chapter 3 of this title,  are liable for the debts or obligations of the partnership.
E. Failure to observe the entity formalities otherwise applicable to the conduct or management of the business of the limited liability partnership is not a ground for imposing personal liability on any partner for the acts or debts of the limited liability partnership.
F. A partner may not receive a distribution from a limited liability partnership to the extent the distribution constitutes a transfer in violation of title 44,  chapter 8.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1027 - Actions by and against partnership and partners

29-1027.
Actions by and against partnership and partners
A. A partnership may sue and be sued in the name of the partnership.
B. Except as otherwise provided in subsection F of this section,  an action may be brought against the partnership and any or all of the partners in the same action or in separate actions.
C. A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
D. A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless either:
1. The claim is for a debt,  obligation or liability for which the partner is liable as provided in section 29-1026 and either:
(a) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part.
(b) The partnership is a debtor in bankruptcy.
(c) The partner has agreed that the creditor need not exhaust partnership assets.
(d) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment,  that exhaustion of partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers.
2. Liability is imposed on the partner by law or contract independent of the existence of the partnership.
E. This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 29-1028.
F. A partner is not a proper party to an action against a limited liability partnership where that partner would not be personally liable for the claim under section 29-1026.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1028 - Liability of purported partner

29-1028.
Liability of purported partner
A. If a person,  by words or conduct,  purports to be a partner,  or consents to being represented by another as a partner,  in a partnership or with one or more persons who are not partners,  the purported partner is liable to a person to whom the representation is made,  if that person,  relying on the representation,  enters into a transaction with the actual or purported partnership. If the representation,  either by the purported partner or by a person with the purported partner's consent,  is made in a public manner,  the purported partner is liable to a person who relies on the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results,  the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results,  the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
B. If a person pursuant to subsection A is represented to be a partner in an existing partnership,  or with one or more persons who are not partners,  the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner,  with respect to persons who enter into transactions in reliance on the representation. If all of the partners of the existing partnership consent to the representation,  a partnership act or partnership obligation results. If fewer than all of the partners of the existing partnership consent to the representation,  the person acting and the partners consenting to the representation are jointly and severally liable.
C. A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
D. A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
E. Except as otherwise provided in subsections A and B,  persons who are not partners as to each other are not liable as partners to other persons.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1031 - Partner's rights and duties

29-1031.
Partner's rights and duties
A. Each partner is deemed to have an account that is both:
1. Credited with an amount equal to the money plus the value of any other property,  net of the amount of any liabilities,  the partner contributes to the partnership and the partner's share of the partnership profits.
2. Charged with an amount equal to the money plus the value of any other property,  net of the amount of any liabilities,  distributed by the partnership to the partner and the partner's share of the partnership losses.
B. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
C. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
D. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
E. A payment or advance that is made by a partner and that gives rise to a partnership obligation under subsection C or D of this section constitutes a loan to the partnership that accrues interest from the date of the payment or advance.
F. Each partner has equal rights in the management and conduct of the partnership business.
G. A partner may use or possess partnership property only on behalf of the partnership.
H. A partner is not entitled to remuneration for services performed for the partnership,  except for reasonable compensation for services rendered in winding up the business of the partnership.
I. A person may become a partner only with the consent of all of the partners.
J. A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
K. This section does not affect the obligations of a partnership to other persons under section 29-1021.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1033 - Partner's rights and duties with respect to information

29-1033.
Partner's rights and duties with respect to information
A. A partnership shall keep its books and records,  if any,  at its chief executive office.
B. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge,  covering the costs of labor and material,  for copies of documents furnished.
C. Each partner and the partnership shall furnish to a partner,  and to the legal representative of a deceased partner or partner under legal disability:
1. Without demand,  any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter.
2. On demand,  any other information concerning the partnership's business and affairs,  except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1034 - General standards of partner's conduct

29-1034.
General standards of partner's conduct
A. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections B and C.
B. A partner's duty of loyalty to the partnership and the other partners is limited to the following:
1. To account to the partnership and hold as trustee for it any property,  profit or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property,  including the appropriation of a partnership opportunity.
2. To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership.
3. To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
C. A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct,  intentional misconduct or a knowing violation of law.
D. A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
E. A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
F. A partner may lend money to and transact other business with the partnership if the loan or other business transaction is approved pursuant to subsection H,  and as to each loan or transaction,  the rights and obligations of the partner are the same as those of a person who is not a partner,  subject to other applicable law.
G. This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
H. All of the partners or a lesser number or percentage specified in the partnership agreement may authorize or ratify an act or transaction that otherwise would violate a fiduciary duty of a partner.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1035 - Actions by partnership and partners

29-1035.
Actions by partnership and partners
A. A partnership may maintain an action against a partner for a breach of the partnership agreement,  or for the violation of a duty to the partnership,  causing harm to the partnership.
B. A partner may maintain an action against the partnership or another partner for legal or equitable relief,  with or without an accounting as to partnership business,  to either:
1. Enforce the partner's rights under the partnership agreement.
2. Enforce the partner's rights under this chapter,  including:
(a) The partner's rights under section 29-1031,  29-1033 or 29-1034.
(b) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 29-1061 or enforce any other right under article 6 or 7 of this chapter.
(c) The partner's right to compel a dissolution and winding up of the partnership business under section 29-1071 or enforce any other right under article 8 of this chapter.
3. Enforce the rights and otherwise protect the interests of the partner,  including rights and interests arising independently of the partnership relationship.
C. The accrual of,  and any time limitation on,  a right of action for a remedy under this section is governed by other law. A right to an accounting on a dissolution and winding up does not revive a claim barred by law.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1036 - Continuation of partnership beyond definite term or particular undertaking

29-1036.
Continuation of partnership beyond definite term or particular undertaking
A. If a partnership for a definite term or particular undertaking is continued,  without an express agreement,  after the expiration of the term or completion of the undertaking,  the rights and duties of the partners remain the same as they were at the expiration or completion,  as far as is consistent with a partnership at will.
B. If the partners,  or those of them who habitually acted in the business during the term or undertaking,  continue the business without any settlement or liquidation of the partnership,  they are presumed to have agreed that the partnership continue.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1043 - Transfer of partner's transferable interest

29-1043.
Transfer of partner's transferable interest
A. A transfer,  in whole or in part,  of a partner's transferable interest in the partnership:
1. Is permissible.
2. Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business.
3. Does not,  as against the other partners or the partnership,  entitle the transferee,  during the continuance of the partnership,  to participate in the management or conduct of the partnership business,  to require access to information concerning partnership transactions or to inspect or copy the partnership books or records.
B. A transferee of a partner's transferable interest in the partnership has a right to:
1. Receive,  in accordance with the transfer,  distributions to which the transferor would otherwise be entitled.
2. Receive on the dissolution and winding up of the partnership business,  in accordance with the transfer,  the net amount otherwise distributable to the transferor.
3. Seek under section 29-1071,  paragraph 6 a judicial determination that it is equitable to wind up the partnership business.
4. Exercise the rights under section 29-1071,  paragraph 7.
C. In a dissolution and winding up,  a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
D. On transfer,  the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
E. A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.
F. A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1044 - Partner's transferable interest subject to charging order

29-1044.
Partner's transferable interest subject to charging order
A. On application by a judgment creditor of a partner or of a partner's transferee,  a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and may make all other orders,  directions,  accounts and inquiries the judgment debtor might have made or that the circumstances of the case may require.
B. A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
C. At any time before foreclosure,  an interest charged may be redeemed either:
1. By the judgment debtor.
2. With property other than partnership property,  by one or more of the other partners.
3. With partnership property,  by one or more of the other partners with the consent of all of the partners whose interests are not so charged.
D. This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.
E. This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1052 - Partner's power to dissociate; wrongful dissociation

29-1052.
Partner's power to dissociate;  wrongful dissociation
A. A partner has the power to dissociate at any time,  rightfully or wrongfully,  by express will pursuant to section 29-1051,  paragraph 1.
B. A partner's dissociation is wrongful only if either:
1. It is in breach of an express provision of the partnership agreement.
2. In the case of a partnership for a definite term or particular undertaking,  before the expiration of the term or the completion of the undertaking either:
(a) The partner withdraws by express will,  unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under section 29-1051,  paragraphs 6 through 10 or wrongful dissociation under this subsection.
(b) The partner is expelled by judicial determination under section 29-1051,  paragraph 5.
(c) The partner is dissociated by becoming a debtor in bankruptcy.
(d) In the case of a partner who is not an individual,  trust other than a business trust,  or estate,  the partner is expelled or otherwise dissociated because it wilfully dissolved or terminated.
C. A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.