reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1053 - Effect of partner's dissociation

29-1053.
Effect of partner's dissociation
A. If a partner's dissociation results in a dissolution and winding up of the partnership business,  article 8 of this chapter applies. Otherwise,  article 7 of this chapter applies.
B. On a partner's dissociation:
1. The partner's right to participate in the management and conduct of the partnership business terminates,  except as otherwise provided in section 29-1073.
2. The partner's duty of loyalty under section 29-1034,  subsection B,  paragraph 3 terminates.
3. The partner's duty of loyalty under section 29-1034,  subsection B,  paragraphs 1 and 2 and duty of care under section 29-1034,  subsection C continue only with regard to matters arising and events occurring before the partner's dissociation,  unless the partner participates in winding up the partnership's business pursuant to section 29-1073 in which event those duties continue as to all matters arising and events occurring during the winding up.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1062 - Dissociated partner's power to bind and liability to partnership

29-1062.
Dissociated partner's power to bind and liability to partnership
A. For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business,  the partnership,  including a surviving partnership under article 9 of this chapter,  is bound by an act of the dissociated partner that would have bound the partnership under section 29-1021 before dissociation only if at the time of entering into the transaction the other party:
1. Reasonably believed that the dissociated partner was then a partner.
2. Did not have notice of the partner's dissociation.
3. Is not deemed to have had knowledge under section 29-1023,  subsection E or notice under section 29-1064,  subsection C.
B. A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection A of this section.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1063 - Dissociated partner's liability to other persons

29-1063.
Dissociated partner's liability to other persons
A. A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation,  except as otherwise provided in subsection B of this section.
B. A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership,  or a surviving partnership pursuant to any merger permitted by law,  within two years after the partner's dissociation,  only if the partner is liable for the obligation under section 29-1026 and at the time of entering into the transaction the other party:
1. Relied on a reasonable belief that the dissociated partner was then a partner.
2. Did not have notice of the partner's dissociation.
3. Is not deemed to have had knowledge under section 29-1023,  subsection E or notice under section 29-1064,  subsection C.
C. By agreement with the partnership creditor and the partners continuing the business,  a dissociated partner may be released from liability for a partnership obligation.
D. A dissociated partner is released from liability for a partnership obligation if a partnership creditor,  with notice of the partner's dissociation but without the partner's consent,  agrees to a material alteration in the nature or time of payment of a partnership obligation.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1064 - Statement of dissociation

29-1064.
Statement of dissociation
A. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
B. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of section 29-1023,  subsections D and E.
C. For the purposes of section 29-1062,  subsection A,  paragraph 3 and section 29-1063,  subsection B,  paragraph 3,  a person who is not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1072 - Partnership continues after dissolution

29-1072.
Partnership continues after dissolution
A. Subject to subsection B of this section,  a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. If the partnership is a limited liability partnership,  its status as a limited liability partnership continues until termination.
B. At any time after the dissolution of a partnership and before the winding up of its business is completed,  all of the partners,  including any dissociating partner other than a wrongfully dissociating partner,  may waive the right to have the partnership's business wound up and the partnership terminated. In that event both:
1. The partnership resumes carrying on its business as if dissolution had never occurred,  and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred.
2. The rights of a third party accruing under section 29-1074,  paragraph 1 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1073 - Right to wind up partnership business

29-1073.
Right to wind up partnership business
A. After dissolution,  a partner who has not wrongfully dissociated may participate in winding up the partnership's business,  but on application of any partner,  partner's legal representative or transferee,  the superior court,  for good cause shown,  may order judicial supervision of the winding up.
B. The legal representative of the last surviving partner may wind up a partnership's business.
C. A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time,  prosecute and defend actions and proceedings,  whether civil,  criminal or administrative,  settle and close the partnership's business,  dispose of and transfer the partnership's property,  discharge the partnership's liabilities,  distribute the assets of the partnership pursuant to section 29-1077,  settle disputes by mediation,  arbitration or otherwise and perform other necessary acts.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1074 - Partner's power to bind partnership after dissolution

29-1074.
Partner's power to bind partnership after dissolution
Subject to section 29-1075,  a partnership is bound by a partner's act after dissolution that either:
1. Is appropriate for winding up the partnership business.
2. Would have bound the partnership under section 29-1021 before dissolution,  if the other party to the transaction did not have notice of the dissolution.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1075 - Statement of dissolution

29-1075.
Statement of dissolution
A. After dissolution,  a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
B. A statement of dissolution cancels a filed statement of partnership authority for the purposes of section 29-1023,  subsection D and is a limitation on authority for the purposes of section 29-1023,  subsection E.
C. For the purposes of sections 29-1021 and 29-1074,  a person who is not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.
D. After filing and,  if appropriate,  recording a statement of dissolution,  a dissolved partnership may file and,  if appropriate,  record a statement of partnership authority that operates with respect to a person who is not a partner as provided in section 29-1023,  subsections D and E in any transaction,  whether or not the transaction is appropriate for winding up the partnership business.
E. In order for a partnership to file a statement of dissolution where that partnership has not previously filed a statement of partnership authority with the secretary of state,  the partnership must first file a statement of partnership authority with the secretary of state pursuant to section 29-1023. The secretary of state shall not accept any statement of dissolution for which a statement of partnership authority has not first been filed with the secretary of state.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1076 - Partner's liability to other partners after dissolution

29-1076.
Partner's liability to other partners after dissolution
A. Except as otherwise provided in subsection B of this section or in section 29-1026,  after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 29-1074.
B. A partner who,  with knowledge of the dissolution,  incurs a partnership liability under section 29-1074,  paragraph 2 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1077 - Settlement of accounts and contributions among partners

29-1077.
Settlement of accounts and contributions among partners
A. In winding up a partnership's business,  the assets of the partnership,  including the contributions of the partners required by this section,  shall be applied to discharge its obligations to creditors,  including,  to the extent permitted by law,  partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection B of this section.
B. Each partner is entitled to a settlement of all partnership accounts on winding up the partnership business. In settling accounts among the partners,  the profits and losses during the period of winding up,  including those profits and losses that result from the liquidation of the partnership assets,  shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account except that in determining such excess,  charges attributable to obligations for which the partner is personally liable under section 29-1026 shall not be considered. Damages for wrongful dissociation under section 29-1052,  subsection B and all other amounts owing,  whether or not presently due,  from the partner to the partnership shall be offset against the amounts distributable to the partner and shall increase the amount that must be contributed by the partner pursuant to this section.
C. If a partner fails to contribute the full amount required under subsection B of this section,  each of the other partners shall contribute,  in the proportion in which the partner shares partnership losses,  the additional amount necessary to satisfy any partnership obligations. A partner or partner's legal representative may recover from the other partners any contributions that the partner or legal representative makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is liable under section 29-1026.
D. After the settlement of accounts,  each partner shall contribute,  in the proportion in which the partner shares partnership losses,  the amount necessary to satisfy partnership obligations or the amounts of obligations that were not known at the time of the settlement.
E. The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
F. An assignee for the benefit of creditors of a partnership or a partner,  or a person appointed by a court to represent creditors of a partnership or a partner,  may enforce a partner's obligation to contribute to the partnership.
G. A person who was a partner at any time within ninety days before the commencement of winding up is a partner for the purposes of this section.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1081 - Definitions

29-1081.
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 section 29-1001 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 › § 29-1082 - Entity restructuring transactions

29-1082.
Entity restructuring transactions
A. If a plan is approved as provided by section 29-1083,  a 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 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 › § 29-1086 - Effect of transaction; definition

29-1086.
Effect of transaction;  definition
A. If the post-transaction entity is a domestic 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.
B. If the obligations incurred before the transaction by a domestic 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 partnership that is a party to or otherwise undertakes a transaction who does not become a partner or any other interest holder of the post-transaction entity is dissociated from the partnership,  of which that partner was a partner,  as of the date the transaction takes effect. The post-transaction entity shall cause the partner's interest in the partnership to be purchased under section 29-1061 or another statute specifically applicable to that partner's interest with respect to a 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 › § 29-1101 - Statement of qualification

29-1101.
Statement of qualification
A. A partnership or limited partnership may become a limited liability partnership pursuant to this section.
B. The terms and conditions of a partnership or limited partnership becoming a limited liability partnership must be approved by the vote necessary to amend the partnership agreement.
C. After the approval provided in subsection B of this section,  a partnership or limited partnership may file a statement of qualification which shall include the following:
1. The name of the partnership or limited partnership and the name of the limited liability partnership;
2. The street address of the chief executive office of the partnership or limited partnership and,  if the chief executive office is not located in this state,  the street address of an office in this state,  if any;
3. The name and street address of its agent for service of process pursuant to section 29-1104;
4. A statement that the partnership or limited partnership is applying for status as a limited liability partnership;
5. A delayed effective date,  if any.
D. The status of the partnership or limited partnership as a limited liability partnership is effective on the later of the filing of the statement or a later date specified in the statement and such status remains effective,  regardless of changes in the partnership or limited partnership,  until the statement is canceled under section 29-1005,  subsection D or revoked under section 29-1103.
E. The status of a partnership or limited partnership as a limited liability partnership and the liability of its partners shall not be affected by errors or subsequent changes in the information required to be set forth in the statement of qualification under subsection C of this section.
F. The filing of the statement of qualification is conclusive proof that a partnership or limited partnership has satisfied all conditions precedent to the qualification of a partnership or limited partnership as a limited liability partnership.
G. An amendment or cancellation of a statement of qualification is effective at the time of its filing or on a later delayed effective date specified in the amendment or cancellation.
H. Execution of a statement or a certificate by a limited liability partnership or a foreign limited liability partnership constitutes an affirmation by the person who signed it under the penalties of perjury that the facts stated in the application or certificate are true.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1102 - Name

29-1102.
Name
The name of a limited liability partnership shall:
1. Contain the words " registered limited liability partnership" ,  " limited liability partnership" ,  the abbreviation " R.L.L.P." ,  " L.L.P."  or the designation " RLLP"  or " LLP" ,  in uppercase or lowercase letters,  except that the name of a limited liability partnership that is also a limited partnership under section 29-367 may contain the abbreviations " R.L.L.L.P." ,  " L.L.L.P."  or the designation " RLLLP"  or " LLLP" ,  in uppercase or lowercase letters,  in which case the requirements of section 29-302,  paragraph 1 are deemed satisfied.
2. Not contain the words " association" ,  " corporation"  or " incorporated"  or an abbreviation of these words.
3. Be distinguishable from the name of a limited liability company,  limited partnership or corporation existing under the laws of this state or a foreign limited liability company,  limited partnership or corporation authorized to transact business in this state,  or a name the exclusive right to which,  at the time,  is reserved in the manner provided under the laws of this state or a trade name registered pursuant to title 44,  chapter 10,  article 3.1. This paragraph does not apply if the applicant files with the secretary of state either of the following:
(a) The written consent of the holder of the name to use the same name and one or more words are added or deleted to make the name distinguishable from the other name.
(b) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to use the name applied for in this state.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1104 - Designated office and agent for service of process

29-1104.
Designated office and agent for service of process
A. A limited liability partnership and a foreign limited liability partnership authorized to do business in this state shall designate and continuously maintain in this state a statutory agent for service of process on the limited liability partnership. The sole duty of the statutory agent is to forward to the registered limited liability partnership or foreign registered limited liability partnership at its last known address any process,  notice or demand that is served on the statutory agent.
B. An agent must be an individual resident of this state,  a domestic corporation,  a domestic limited liability company,  a foreign corporation or foreign limited liability company authorized to do business in this state.
C. A limited liability partnership or a foreign limited liability partnership may change its agent for service of process by filing an amendment to the statement as provided in section 29-1005,  subsection D. An amendment or cancellation is effective at the time of its filing unless a later date is set forth in the certificate of amendment.
D. An agent for service of process may resign by signing and filing with the office of the secretary of state a certificate of resignation. The secretary of state shall mail a copy of the filed certificate to the limited liability partnership at its chief executive office. An agency is terminated on the thirty-first day after the certificate is filed with the office of the secretary of state.
E. A notice of change in statutory agent shall be executed promptly by a limited liability partnership or foreign limited liability partnership whenever its statutory agent dies,  resigns or ceases to satisfy the requirements of this section. If a limited liability partnership or a foreign limited liability partnership fails to appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the agent's address,  the secretary of state is an agent of the partnership upon whom process,  notice or demand may be served.
F. If a statutory agent changes his business address to another place within this state,  he shall change his address for any limited liability partnership or foreign limited liability partnership of which he is a statutory agent by filing a notice signed,  either manually or in facsimile by the statutory agent,  and reciting that a copy of the notice has been mailed to the limited liability partnership at its chief executive office.
G. The statutory agent of a limited liability partnership or foreign limited liability partnership is the limited liability partnership's agent for service of process,  notice or demand required or permitted by law to be served on the limited liability partnership. This section does not prescribe the only means of serving a limited liability partnership or a foreign limited liability partnership.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1105 - Law governing foreign limited liability partnerships

29-1105.
Law governing foreign limited liability partnerships
A. The laws of the state or other jurisdiction under which a foreign limited liability partnership is formed or created govern relations among the partners and between the partners and the partnership,  and the liability of partners for obligations or the partnership.
B. A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the laws of another jurisdiction under which the foreign limited liability partnership is formed or created and the laws of this state.
C. A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a limited liability partnership may not engage in or exercise in this state as a limited liability partnership.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1106 - Statement of foreign qualification

29-1106.
Statement of foreign qualification
A. Before transacting business in this state,  a foreign limited liability partnership must file a statement of foreign qualification which shall include the following:
1. The name of the foreign limited liability partnership which satisfies the requirements of section 29-1102 and the state or country under whose laws it is formed or created;
2. The street address of the chief executive office of the foreign limited liability partnership and,  if the chief executive office is not located in this state,  the street address of an office in this state,  if any;
3. The name and street address of its agent for service of process required under section 29-1104;  and
4. A delayed effective date,  if any.
B. The status of the partnership or limited partnership as a foreign limited liability partnership is effective on the later of the filing of the statement or a later date specified in the foreign statement of foreign qualification,  and such status remains effective,  regardless of changes in the partnership,  until the statement of foreign qualification is canceled under section 29-1005,  subsection D or revoked under section 29-1103.
C. An amendment or cancellation of a foreign statement of qualification is effective at the time of its filing or on a later delayed effective date specified in the amendment or cancellation.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1107 - Effect of failure to qualify

29-1107.
Effect of failure to qualify
A. A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has filed a statement of foreign qualification.
B. The failure of a foreign limited liability partnership to file a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or prevent it from defending an action or proceeding in this state.
C. Limitations on personal liability of partners are not waived solely by transacting business in this state without a statement of foreign qualification.
D. If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification,  it appoints the secretary of state as its agent for service of process for claims for relief arising out of the transaction of business in this state.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1108 - Activities not constituting transacting business

29-1108.
Activities not constituting transacting business
A. Activities of a foreign limited liability partnership that do not constitute transacting business pursuant to this article include:
1. Maintaining,  defending or settling an action or proceeding.
2. Holding meetings of its partners or carrying on any other activity concerning its internal affairs.
3. Maintaining bank accounts.
4. Maintaining offices or agencies for the transfer,  exchange,  and registration of the foreign limited liability partnership's own securities or maintaining trustees or depositories with respect to those securities.
5. Selling through independent contractors.
6. Soliciting or obtaining orders,  whether by mail or through employees or agents or otherwise,  if the orders require acceptance outside this state before they become contracts.
7. Creating or acquiring indebtedness,  mortgages or security interest in real or personal property.
8. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts,  and holding,  protecting,  and maintaining property so acquired.
9. Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner.
10. Transacting business in interstate commerce.
B. For purposes of this article,  the ownership in this state of income producing real property or tangible personal property,  other than property excluded under subsection A,  constitutes transacting business in this state.
C. This section does not apply in determining the contracts or activities that may subject a foreign limited liability partnership to service of process,  taxation,  or regulation under any other law of this state.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-1111 - Effect of enactment on accrued rights

29-1111.
Effect of enactment on accrued rights
This act does not affect:
1. An action or proceeding commenced or right accrued or any liability incurred before the effective date of this chapter.
2. The validity or enforceability of any provision of a partnership agreement which was valid or enforceable under any prior statute that was in effect at the time such provision became part of the partnership agreement.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2103 - Relationship to other laws

29-2103.
Relationship to other laws
A. Unless displaced by particular provisions of this chapter,  the principles of law and equity supplement this chapter.
B. Except as specifically provided in this chapter,  this chapter does not affect the application or requirements of law other than this chapter.
C. A transaction effected under this chapter may not create or impair any right or obligation on the part of a person under a provision of the laws of this state other than this chapter relating to a change in control,  takeover,  business combination,  control share acquisition or similar transaction involving a domestic merging,  acquired,  converting,  domesticating or dividing corporation unless either:
1. If the corporation does not survive the transaction,  the transaction satisfies any requirements of the provision.
2. If the corporation survives the transaction,  the approval of the plan relating to the transaction is by a vote of the shareholders or directors that is sufficient to create or impair the right or obligation directly under the provision.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2104 - Required notice or approval

29-2104.
Required notice or approval
A. A domestic or foreign entity that is required to give notice to,  or obtain the approval of,  a governmental agency or officer in order to be a party to a merger must give the notice or obtain the approval in order to be a party to an interest exchange,  conversion,  domestication or division,  unless the law pertaining to the notice or approval provides otherwise.
B. Property held for a charitable purpose under the laws of this state by a domestic or foreign entity immediately before a transaction effected under this chapter becomes effective may not,  as a result of the transaction,  be diverted from the objects for which it was donated,  granted or devised unless,  to the extent required by or pursuant to the laws of this state concerning cy pres or other laws dealing with nondiversion of charitable assets,  the entity obtains an appropriate order of a court of competent jurisdiction specifying the disposition of the property.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2105 - Status of filings; matters regarding filing

29-2105.
Status of filings;  matters regarding filing
A. A filing under this chapter that is signed by a domestic entity becomes part of the public organizational document of the entity if the entity's governing statute provides that similar filings under the governing statute become part of the public organizational document of the entity.
B. Except as otherwise provided in this chapter,  matters regarding the filing of documents pursuant to this chapter with the appropriate filing authority,  including delivery for filing,  effective dates and corrections,  are governed by:
1. Title 10,  chapter 1,  article 2 for business corporations or business trusts.
2. Title 10,  chapter 24,  article 2 for nonprofit corporations.
3. Chapter 7,  article 2 of this title for limited liability companies.
4. Chapter 3,  article 2 of this title for limited partnerships.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2107 - Reference to external facts

29-2107.
Reference to external facts
A plan may refer to facts that are ascertainable outside of the plan if the manner in which the facts will operate on the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person,  whether or not the event,  determination or action is within the control of a party to the transaction.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2109 - Appraisal rights

29-2109.
Appraisal rights
A. Unless the entity's governing statute provides otherwise,  an interest holder of a domestic merging,  acquired,  converting,  domesticating or dividing entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's governing statute in connection with a merger in which the interest of the interest holder was changed,  converted or exchanged unless both:
1. The governing statute permits the organizational documents to limit the availability of appraisal rights.
2. The organizational documents provide such a limit.
B. An interest holder of a domestic merging,  acquired,  converting,  domesticating or dividing entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided by any of the following:
1. The entity's organizational documents.
2. The entity's plan.
3. Action of the entity's governors.
C. If an interest holder is entitled to contractual appraisal rights under subsection B of this section and the entity's governing statute does not provide procedures for the conduct of an appraisal rights proceeding,  title 10,  chapter 13 applies to the extent practicable or as otherwise provided in the entity's organizational documents or the plan.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2110 - Recording of statements

29-2110.
Recording of statements
After approval for filing by the appropriate filing authority,  a certified copy of a statement of merger under section 29-2205,  a statement of interest exchange under section 29-2305,  a statement of conversion under section 29-2405,  a statement of domestication under section 29-2505 or a statement of division under section 29-2605 may be recorded with the county recorder in any county. The recorder is authorized to accept the statement. An affidavit of value is not necessary. The recorder shall index the statement in the same manner as other recordings. On recordation,  the statement is prima facie evidence of any transfer of any real property that occurs on the effectiveness of the transactions described in the statement. The statement may be accompanied by instructions to the assessor to transmit tax billings for any real property affected by the statement to a specified recipient.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2201 - Merger authorized

29-2201.
Merger authorized
A. By complying with this article,  one or more domestic entities may merge with one or more domestic or foreign entities.
B. A foreign entity may be a merging entity in a merger under this article or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of organization.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2202 - Plan of merger

29-2202.
Plan of merger
A. A domestic entity may become a merging entity in a merger under this article by approving a plan of merger. The plan must be in a record and contain:
1. As to each merging entity,  its name,  its jurisdiction of organization and its type.
2. If the surviving entity is one of the merging entities,  its name,  its jurisdiction of organization and its type.
3. If the surviving entity is to be organized as a result of the merger,  a statement to that effect and its name,  its jurisdiction of organization and its type.
4. The manner of converting the interests in each merging entity into interests,  securities,  obligations,  rights to acquire interests or securities,  cash or other property or any combination of the foregoing.
5. If the surviving entity is a filing entity and is one of the merging entities,  any proposed amendments to its public organizational document.
6. If the surviving entity is one of the merging entities,  any proposed amendments to its private organizational documents that are in a record.
7. If the surviving entity is to be organized as a result of the merger,  its proposed public organizational document,  if any,  and the full text of its private organizational rules that are proposed to be in a record.
8. The other terms and conditions of the merger,  if any.
9. Any other provisions required by the law of a merging entity's jurisdiction of organization or the organizational documents of a merging entity.
B. A plan of merger may contain any other provisions not prohibited by law.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2203 - Approval of merger

29-2203.
Approval of merger
A. A plan of merger is not effective unless it has been approved both:
1. By a domestic merging entity:
(a) In accordance with the requirements,  if any,  in its governing statute and organizational documents for approval of a merger.
(b) If neither its governing statute nor its organizational documents provide for approval of a merger,  then by all of the interest holders of the entity entitled to vote on or consent to any matter or,  if there are no such interest holders,  then by all of the governors of the entity.
2. In a record by each interest holder of a domestic merging entity that will have interest holder liability for obligations that arise after the merger becomes effective,  unless both:
(a) The organizational documents of the entity expressly provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.
(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.
B. A merger involving a foreign merging entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2204 - Amendment or abandonment of plan of merger

29-2204.
Amendment or abandonment of plan of merger
A. A plan of merger of a domestic merging entity may be amended either:
1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended.
2. By the governors or interest holders of the entity in the manner provided in the plan except that an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change any of the following:
(a) The amount or kind of interests,  securities,  obligations,  rights to acquire interests or securities,  cash or other property or any combination of the foregoing,  to be received by any of the interest holders of the merging entities under the plan.
(b) The public organizational document or private organizational documents of the surviving entity that will be in effect immediately after the merger becomes effective,  except for changes that do not require approval of the interest holders of the surviving entity under its governing statute or organizational documents.
(c) Any other terms or conditions of the plan,  if the change would adversely affect the interest holder in any material respect.
B. After a plan of merger has been approved by a domestic merging entity and before a statement of merger becomes effective pursuant to section 29-2205,  the plan may be abandoned by the domestic merging entity,  subject to any contractual rights as follows:
1. As provided in the plan.
2. If not provided in the plan,  either:
(a) By the governors of the domestic merging entity,  unless prohibited by the plan.
(b) In the same manner as the plan was approved.
C. If a statement of merger has been delivered for filing with the appropriate filing authority,  the plan of merger may be abandoned only if the statement of merger sets forth a delayed effective date under section 29-2205,  subsection B,  paragraph 4. Such a plan of merger may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment,  signed on behalf of each merging entity. A statement of abandonment takes effect on delivery for filing,  and the merger is abandoned and does not become effective. The statement of abandonment must contain all of the following:
1. The name of each merging or surviving entity that is a domestic entity or a qualified foreign entity.
2. The date on which the statement of merger was filed.
3. A statement that the merger has been abandoned in accordance with this section.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2207 - Ineffectiveness of merger due to law of foreign jurisdiction

29-2207.
Ineffectiveness of merger due to law of foreign jurisdiction
A. If a statement of merger is filed with the appropriate filing authority and the merger is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2201,  subsection B,  the merger is ineffective. A statement of ineffectiveness of merger must be signed on behalf of each entity on behalf of which the statement of merger was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.
B. The statement of ineffectiveness of merger must contain each of the following,  if applicable:
1. The name of each entity that attempted the merger.
2. The date on which the statement of merger was filed.
3. A statement that the merger was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.
4. If another entity has adopted the name of an entity that attempted the merger or if another person has adopted as a trade name the name of that entity,  the entity that attempted the merger must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and,  if attached,  is deemed to be delivered to the appropriate filing authority for filing.
C. The entities that attempted the merger are both:
1. Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted merger unless the entities establish that the obligation was not incurred in good faith.
2. Deemed to have appointed the appropriate filing authority as the agent of each entity for service of process for any action arising under this section unless the entity is a domestic entity or a qualified foreign entity.
D. If they were acting in good faith,  the entities that attempted the merger and their respective interest holders,  governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective merger under any laws of this state pertaining to:
1. The filing of a false or otherwise misleading or inaccurate document.
2. The making of a false or otherwise misleading or inaccurate statement.
3. Any similar matter.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2301 - Interest exchange authorized

29-2301.
Interest exchange authorized
A. By complying with this article:
1. A domestic entity may acquire all of one or more classes,  series or groups of interests of another domestic or foreign entity in exchange for interests,  securities,  obligations,  rights to acquire interests or securities,  cash or other property or any combination of the foregoing.
2. All of one or more classes,  series or groups of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests,  securities,  obligations,  rights to acquire interests or securities,  cash or other property or any combination of the foregoing.
B. A foreign entity may be an acquiring or acquired entity in an interest exchange under this article if the interest exchange is authorized by the law of the foreign entity's jurisdiction of organization.
C. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange,  the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the agreement is amended after the effective date of this section.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2302 - Plan of interest exchange

29-2302.
Plan of interest exchange
A. A domestic entity may be the acquired entity in an interest exchange under this article by approving a plan of interest exchange. The plan must be in a record and contain all of the following:
1. The name and type of the acquired entity.
2. The name,  jurisdiction of organization and type of the acquiring entity.
3. The manner of converting the interests in the acquired entity into interests,  securities,  obligations,  rights to acquire interests or securities,  cash or other property or any combination of the foregoing.
4. If the acquired entity is a filing entity,  any proposed amendments to its public organizational document.
5. Any proposed amendments to the private organizational documents of the acquired entity that are in a record.
6. The other terms and conditions of the interest exchange,  if any.
7. Any other provisions required by the laws of this state or the organizational documents of the acquired entity.
B. A plan of interest exchange may contain any other provisions not prohibited by law.