reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11502 - Consequences of conducting affairs without authority

10-11502.
Consequences of conducting affairs without authority
A. A foreign corporation conducting affairs in this state without a grant of authority shall not be permitted to maintain a proceeding in any court in this state until it is authorized to transact business.
B. The successor to a foreign corporation that transacted business in this state without a grant of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains authority to transact business.
C. A court may stay a proceeding commenced by a foreign corporation,  its successor or its assignee until it determines whether the foreign corporation,  its successor or its assignee requires authority to transact business in this state. If it so determines,  the court may further stay the proceeding until the foreign corporation or its successor obtains authority to transact business in this state.
D. A foreign corporation that conducts affairs in this state without authority is liable to this state,  for the years or portions of years during which it transacted business in this state without authority,  in an amount equal to all fees that would have been imposed by chapters 24 through 40 of this title on the corporation if it had duly applied for and received authority to conduct business in this state as required by chapters 24 through 40 of this title and thereafter filed all reports required by chapters 24 through 40 of this title. In addition to all penalties imposed by chapters 24 through 40 of this title for failure to pay the fees,  the corporation shall pay a penalty of up to one thousand dollars to this state for violating this section. The attorney general may bring proceedings to recover all amounts due this state under this section.
E. Notwithstanding subsections A and B of this section,  the failure of a foreign corporation to obtain authority to transact business in this state does not impair the validity of its corporate acts or prevent it from defending any proceedings in this state.
F. The attorney general or any other person may bring and maintain an action to enjoin any foreign corporation from transacting business in this state without authority. On a foreign corporation obtaining authority,  the action shall be dismissed,  but the plaintiff shall recover its costs and reasonable attorney fees. A determination by a court of competent jurisdiction in this state that a party to the action is a foreign corporation that was required but failed to qualify as a foreign corporation under chapters 24 through 40 of this title is a prima facie evidence against the foreign corporation in any other action brought by or against it by any other person of the requirement to and failure to qualify.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11503 - Application for certificate of authority

10-11503.
Application for certificate of authority
A. A foreign corporation may apply for authority to conduct affairs in this state by delivering an application and a certificate of disclosure to the commission for filing. The certificate of disclosure shall contain the information set forth in section 10-3202,  subsection D and is subject to the requirements of section 10-3202,  subsection F. The application shall be executed by the corporation and shall set forth:
1. The name of the foreign corporation and,  if its name is unavailable for use in this state,  a corporate name that satisfies the requirements of section 10-11506.
2. The name of the state or country under whose law it is incorporated.
3. Its date of incorporation and period of duration.
4. The street address of its principal office in its state or country of incorporation.
5. The street address of the proposed known place of business of the corporation in this state and the name and street address of its proposed statutory agent in this state.
6. If its purpose or purposes are narrower than the transaction of any or all lawful affairs in which corporations may engage in the state or country under whose law it is incorporated,  a statement of the limitations on its purpose.
7. The names and usual business addresses of its current directors and officers.
8. Whether the foreign corporation has members.
9. A brief statement of the character of business that the corporation initially intends actually to conduct in this state. This statement does not limit the character of business that the corporation ultimately conducts.
B. The foreign corporation shall deliver the application and the certificate of disclosure to the commission,  together with a copy of its articles of incorporation,  any amendments to the articles of incorporation and a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated,  and the nonrefundable fees required by law.
C. After determining that the application sets forth the information required by this section,  does not use as the name of the corporation in this state a name that is in violation of section 10-11506 and appears in all other respects to conform to the requirements of this article,  the commission shall file the application. The date of filing shall be the date on which the corporation is granted authority to transact business in this state.
D. Within sixty days after the commission approves the filing,  either of the following must occur:
1. A copy of the application shall be published. An affidavit evidencing the publication may be filed with the commission.
2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
E. A foreign corporation authorized to transact business in this state is subject to section 10-11623.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11504 - Delivery of changes; changes requiring amendment to application for authority

10-11504.
Delivery of changes;  changes requiring amendment to application for authority
A. Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in this state are amended or restated by merger or otherwise,  within sixty days after the amendment or restatement becomes effective,  the foreign corporation shall deliver to the commission a copy of the amendment or restatement duly authenticated by the secretary of state or other official having custody of corporate records in the state or country where the foreign corporation is incorporated.
B. In addition to the requirement prescribed in subsection A of this section,  a foreign corporation authorized to conduct affairs in this state shall amend its application for authority by filing with the commission articles of amendment to application for authority if any of the following occurs:
1. The foreign corporation changes its actual corporate name under which it has obtained authority to conduct affairs in this state pursuant to section 10-11503,  subsection A,  paragraph 1.
2. The foreign corporation changes its period of duration.
3. The foreign corporation changes its state or country of incorporation.
4. A statement in the application for authority was inaccurate when made.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11505 - Effect of grant of authority

10-11505.
Effect of grant of authority
A. A grant of authority to conduct affairs authorizes the foreign corporation to conduct affairs in this state subject to the right of the state to revoke the grant of authority as provided in chapters 24 through 40 of this title.
B. A foreign corporation with a valid grant of authority has the same but no greater rights and enjoys the same but no greater privileges as and except as otherwise provided by chapters 24 through 40 of this title and is subject to the same duties,  restrictions,  penalties and liabilities now or later imposed on a domestic corporation of like character.
C. Chapters 24 through 40 of this title do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to conduct affairs in this state.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11507 - Known place of business and statutory agent of foreign corporation

10-11507.
Known place of business and statutory agent of foreign corporation
Each foreign corporation authorized to conduct affairs in this state shall continuously maintain in this state both:
1. A known place of business that may be the address of its statutory agent.
2. A statutory agent who may be either:
(a) An individual who resides in this state.
(b) A domestic business or nonprofit corporation.
(c) A foreign business or nonprofit corporation authorized to conduct affairs in this state.
(d) A limited liability company formed under title 29.
(e) A limited liability company authorized to transact business in this state.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11508 - Change of known place of business or statutory agent of foreign corporation

10-11508.
Change of known place of business or statutory agent of foreign corporation
A. A foreign corporation authorized to conduct affairs in this state may change its known place of business or statutory agent by delivering to the commission for filing a statement of change,  which may be the annual report,  that sets forth:
1. The name of the foreign corporation.
2. The street address of its current known place of business.
3. If the current known place of business is to be changed,  the street address of the new known place of business.
4. The name and street address of its current statutory agent.
5. If the current statutory agent is to be changed,  the name of its new statutory agent and the new agent's written consent to the appointment.
B. The statement of change shall be executed by the foreign corporation by an officer and delivered to the commission. The change or changes set forth in the statement of change are effective on delivery to the commission for filing.
C. If a statutory agent changes its street address it shall give written notice to the foreign corporation of the change and shall sign,  either manually or in facsimile,  and deliver to the commission for filing a statement that complies with the requirements of subsection A and recites that the foreign corporation has been given written notice of the change. The change or changes are effective on delivery to the commission for filing.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11509 - Resignation of statutory agent of foreign corporation

10-11509.
Resignation of statutory agent of foreign corporation
A. The statutory agent of a foreign corporation may resign the agency appointment by delivering to the commission for filing an original signed statement of resignation. The statement of resignation may include a disclosure that the known place of business of the foreign corporation has changed or has been discontinued. The statutory agent shall give written notification of the resignation of the foreign corporation at its last known address,  other than that of the resigning statutory agent.
B. After the receipt and filing of the statement of resignation,  the commission shall mail one copy to the foreign corporation at its known place of business within the state,  if not discontinued. The commission shall mail another copy of the statement of resignation to the foreign corporation at its last known office in the jurisdiction of incorporation.
C. The agency appointment is deemed terminated and the known place of business is discontinued,  if so provided,  on the thirty-first day after the date on which the statement was delivered to the commission for filing.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11510 - Service on foreign corporation

10-11510.
Service on foreign corporation
A. The statutory agent appointed by a foreign corporation is an agent of the foreign corporation on whom process,  notice or demand that is required or permitted by law to be served on the foreign corporation may be served and that,  when so served,  is lawful personal service on the foreign corporation.
B. If a foreign corporation fails to appoint or maintain a statutory agent at the address shown on the records of the commission,  the commission is an agent of the foreign corporation on whom any process,  notice or demand may be served. Pursuant to the Arizona rules of civil procedure,  service on the commission of any process,  notice or demand for an entity that is registered pursuant to this title shall be made by delivering to and leaving with the commission duplicate copies of the process,  notice or demand,  and the commission shall immediately cause one of the copies of the process,  notice or demand to be forwarded by mail,  addressed to the foreign corporation at its known place of business. Service made on the commission is returnable pursuant to applicable law relative to personal service on the foreign corporation. If service is made on the commission,  whether under this chapter or a rule of court,  the foreign corporation has thirty days to respond in addition to the time otherwise provided by law.
C. The commission shall keep a permanent record of all processes,  notices and demands served on it under this section and shall record in the record the time of the service and its action with reference to the service.
D. Notice required to be served on a foreign corporation pursuant to section 10-11531 may be served:
1. By mail addressed to the statutory agent of the foreign corporation or,  if the foreign corporation fails to appoint and maintain a statutory agent,  addressed to its known place of business in this state or its principal place of business in its state or country of incorporation.
2. By electronic transmission to the statutory agent or to the corporation,  or both.
3. Pursuant to the rules for service of process authorized by the Arizona rules of civil procedure.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11521 - Withdrawal by directors or members; foreign corporations

10-11521.
Withdrawal by directors or members;  foreign corporations
A. A majority of the directors or members of a foreign corporation that has not commenced conducting affairs in this state may withdraw the foreign corporation by delivering to the commission for filing an application for withdrawal that sets forth all of the following:
1. The name of the foreign corporation and the name of the state or country under whose laws it is incorporated.
2. That the foreign corporation revokes the authority of its statutory agent to accept service on its behalf and appoints the commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to conduct affairs in this state.
3. A mailing address to which the commission may mail a copy of any process served on the commission pursuant to its appointment as the foreign corporation s agent for service of process.
4. A commitment to notify the commission in the future of any change in the foreign corporation s mailing address.
5. That the foreign corporation has not conducted affairs in this state and that it surrenders its authority to conduct affairs in this state.
6. That no debt of the foreign corporation acquired in this state remains unpaid.
7. That a majority of the directors or members authorized the withdrawal.
B. The application for withdrawal filed pursuant to this section must be executed pursuant to section 10-3120,  subsection F.
C. After determining that the application appears in all respects to conform to the requirements of this chapter and when all fees have been paid as are prescribed by this chapter,  the commission shall file the application in the manner provided in section 10-3120. On the filing of the application for withdrawal,  the authority of the foreign corporation to conduct affairs in this state ceases.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11530 - Grounds for revocation

10-11530.
Grounds for revocation
The commission may commence a proceeding under section 10-11531 to revoke the authority of a foreign corporation to conduct affairs in this state if any of the following conditions exist:
1. The foreign corporation does not deliver the annual report to the commission within the time required by chapters 24 through 40 of this title.
2. The foreign corporation does not pay any fees or penalties imposed by chapters 24 through 40 of this title when they become due and payable.
3. The foreign corporation is without a statutory agent or known place of business in this state for sixty days or more.
4. The foreign corporation does not inform the commission that its statutory agent or its known place of business has changed or that its statutory agent has resigned within sixty days after the change or resignation.
5. The foreign corporation has failed to make any publication required by this title,  provided the commission has notified the foreign corporation of the intent of the commission to commence a revocation proceeding for that reason and the foreign corporation has failed to file an affidavit or other appropriate evidence of publication within sixty days after that notice.
6. An incorporator,  director,  officer or agent of the foreign corporation signed a document such person knew was false in any material respect with intent that the document be delivered to the commission for filing.
7. The commission receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.
8. The corporation has failed to file a certificate of disclosure or answer interrogatories as prescribed in chapters 24 through 40 of this title.
9. Any officer or other representative of the corporation has made any misrepresentation of a material matter in any application,  report or other document submitted by the corporation pursuant to chapters 24 through 40 of this title.
10. The corporation has failed to pay fees,  penalties and costs required under this chapter or to comply with section 10-11520,  subsection F or the commission has not received the notice required by section 10-11520,  subsection C within six months after filing the application for withdrawal.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11601 - Corporate records

10-11601.
Corporate records
A. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors,  a record of all actions taken by the members or board of directors without a meeting and a record of all actions taken by a committee of the board of directors on behalf of the corporation.
B. A corporation shall maintain appropriate accounting records.
C. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members and in alphabetical order by class of membership showing the number of votes each member is entitled to cast and the class of memberships held by each member.
D. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
E. A corporation shall keep a copy of all of the following records at its principal office,  at its known place of business or at the office of its statutory agent:
1. Its articles or restated articles of incorporation and all amendments to them currently in effect.
2. Its bylaws or restated bylaws and all amendments to them currently in effect.
3. Resolutions adopted by its board of directors relating to the characteristics,  qualifications,  rights,  limitations and obligations of members or any class or category of members.
4. The minutes of all members' meetings and records of all actions taken by members without a meeting for the past three years.
5. All written communications to members generally within the past three years,  including the financial statements furnished for the past three years under section 10-11620.
6. A list of the names and business addresses of its current directors and officers.
7. Its most recent annual report delivered to the commission under section 10-11622.
8. An agreement among members under section 10-3732.
F. Notwithstanding this chapter,  a condominium association shall comply with title 33,  chapter 9 and a planned community association shall comply with title 33,  chapter 16 to the extent that this chapter is inconsistent with title 33,  chapters 9 and 16.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11603 - Scope of inspection rights; charge

10-11603.
Scope of inspection rights;  charge
A. A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
B. The right to copy records under section 10-11602 includes,  if reasonable,  the right to receive copies made by photographic,  xerographic or other means.
C. The corporation may impose a reasonable charge covering the costs of labor and material for copies of any documents provided to the member. The charge shall not exceed the estimated cost of production or reproduction of the records.
D. The corporation may comply with a member's demand to inspect the record of members under section 10-11602,  subsection B,  paragraph 3 by providing the member with a list of the corporation's members that was compiled no earlier than the date of the member's demand.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11604 - Court ordered inspection

10-11604.
Court ordered inspection
A. If a corporation does not allow a member who complies with section 10-11602,  subsection A to inspect and copy any records required by that subsection to be available for inspection,  the court in the county where the corporation's known place of business is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.
B. If a corporation does not allow within a reasonable time a member to inspect and copy any other record,  the member who complies with section 10-11602,  subsections B and C may apply to the court in the county where the corporation's known place of business is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
C. If the court orders inspection and copying of the records demanded,  it shall also order the corporation to pay the member's costs,  including reasonable attorney fees,  incurred to obtain the order,  unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded. The court may order a member to pay all or a portion of the corporation's costs,  including reasonable attorney fees,  if the demand to inspect is denied in whole or in material part.
D. If the court orders inspection and copying of the records demanded,  it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11605 - Limitations on use of membership list; applicability

10-11605.
Limitations on use of membership list;  applicability
A. Without the consent of the board of directors,  no person may obtain or use a membership list or any part of the membership list for any purpose unrelated to a member's interest as a member.
B. Without the consent of the board of directors,  the membership list or any part of the membership list shall not be:
1. Used to solicit money or property,  unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation.
2. Used for any commercial purpose.
3. Sold to or purchased by any person.
C. This section does not apply to timeshare plans or associations that are subject to title 33,  chapter 20.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11620 - Financial statements for members

10-11620.
Financial statements for members
A. Except as provided in the articles of incorporation or bylaws of a corporation organized primarily for religious purposes,  a corporation on written demand from a member shall furnish that member its latest annual financial statements that may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates,  as appropriate,  and that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles,  the annual financial statements shall also be prepared on that basis.
B. If the annual financial statements are reported on by a certified public accountant,  that report shall accompany them. If not,  the statements shall be accompanied by a statement of the president or the person responsible for the corporation's accounting records both:
1. Stating that person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and,  if not,  describing the basis of preparation.
2. Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11621 - Report of indemnification to members

10-11621.
Report of indemnification to members
If a corporation indemnifies or advances expenses to a director under sections 10-3851 through 10-3854,  the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members. Failure to report under this section does not invalidate otherwise valid indemnification.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11630 - Certificate of good standing; license and registration renewal

10-11630.
Certificate of good standing;  license and registration renewal
If a state agency can confirm through the commission that an applicant for renewal of a license or registration is entitled to the issuance of a certificate of good standing at the time of the inquiry,  the agency shall not require an applicant to obtain a certificate.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11631 - Civil liability for false statements

10-11631.
Civil liability for false statements
A. If any report,  certificate or other statement made or public notice given by the officers or directors of a corporation is false in a material representation or if any book,  record or account of the corporation is knowingly or wrongfully altered,  the officers,  directors or agents knowingly or wrongfully authorizing,  signing or making the false report,  certificate,  other statement or notice or authorizing or making the wrongful alteration are jointly and severally personally liable to a person who has become a creditor or member of the corporation on the faith of the false material representation or alteration for all damages resulting.
B. An action for the liability imposed by this section shall be commenced within two years after discovery of the false representation or alteration and within six years after the certificate,  report,  public notice or other statement or the alteration has been made or given by the officers,  directors or agents of the corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11632 - Interrogatory or signature violations; corporate records; classification

10-11632.
Interrogatory or signature violations;  corporate records;  classification
A. A person who knowingly fails or refuses within the time prescribed by this chapter to answer truthfully any interrogatories propounded to that person by the commission in accordance with this chapter or who signs any articles,  statement,  report,  application or other document filed with the commission that is known to the person as false in any material respect is guilty of a class 4 felony.
B. A person who with the intent to defraud or deceive knowingly falsifies,  alters,  steals,  destroys,  mutilates,  defaces,  removes or secretes the books,  records or accounts of a corporation is guilty of a class 5 felony.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11633 - Interrogatories by the commission

10-11633.
Interrogatories by the commission
The commission may propound to any domestic or foreign corporation subject to chapters 24 through 40 of this title and to any officer or director of the corporation interrogatories as may be reasonably necessary and proper to enable it to ascertain whether the corporation complied with all of the provisions of chapters 24 through 40 of this title applicable to the corporation. The interrogatories shall be answered within thirty days after the mailing of the interrogatories or within an additional time fixed by the commission,  and the answers to the interrogatories shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual they shall be answered by the individual,  and if directed to a corporation they shall be answered by the president,  vice-president,  secretary or assistant secretary of the corporation. The commission need not file any document to which the interrogatories relate until the interrogatories have been answered as provided in this section,  and not then if the answers to the interrogatories disclose that the document is not in conformity with the provisions of chapters 24 through 40 of this title. The commission shall certify to the attorney general,  for such action as the attorney general deems appropriate,  all interrogatories and answers to the interrogatories that disclose a violation of any of the provisions of chapters 24 through 40 of this title.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11634 - Information disclosed by interrogatories

10-11634.
Information disclosed by interrogatories
Interrogatories propounded by the commission and the answers to the interrogatories shall not be open to public inspection and the commission shall not disclose any facts or information obtained from the interrogatories and answers except if its official duty requires the facts or information to be made public or if the interrogatories or the answers are required for evidence in any criminal proceeding or in any other action by this state.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11635 - Certified copies received in evidence

10-11635.
Certified copies received in evidence
All copies of documents delivered to and filed by the commission in accordance with chapters 24 through 40 of this title when certified by it shall be taken and received in all courts,  public offices and official bodies as prima facie evidence of the facts stated in the documents. A certificate by the commission under seal as to the existence or nonexistence of the facts relating to corporations shall be taken and received in all courts,  public offices and official bodies as prima facie evidence of the existence or nonexistence of the facts stated in the certificate.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11636 - Civil liability for false or misleading filings; exceptions

10-11636.
Civil liability for false or misleading filings;  exceptions
A. Except as provided in subsection C or D of this section,  any person that authorizes or signs a report,  certificate,  notice or other document with respect to a corporation that is delivered for filing with the commission pursuant to this chapter and that has knowledge at the time of delivery to the commission for filing that the information contained in that report,  certificate,  notice or other document is materially false or misleading is liable to the corporation and its creditors for all damages resulting from the act. The prevailing party in an action for the liability imposed under this subsection is entitled to an award for the prevailing party's costs and reasonable attorney fees.
B. An action for the liability imposed by subsection A of this section must be commenced within two years after the discovery of the false or misleading statement or the time a reasonable person would have discovered it,  but not later than six years after the report,  certificate,  notice or other document was filed or received by the commission.
C. Execution of a consent to serve as a statutory agent does not by itself constitute a certification of the truth or accuracy of the information contained in a report,  certificate,  notice or other document with respect to the corporation even if the consent is attached to another filing.
D. This section does not prevent the award of equitable remedies,  if appropriate.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11701 - Application to existing domestic corporations

10-11701.
Application to existing domestic corporations
A. Except as provided in subsection B,  chapters 24 through 40 of this title apply to all Arizona corporations that were incorporated under or that were subject to chapter 22 of this title on December 31,  1998.
B. Any existing corporation that was originally organized under the laws of the territory of Arizona may elect to amend or restate its articles of incorporation and retain any previously valid provisions of its articles of incorporation,  even if the previously valid provisions of its articles of incorporation are in conflict with any provisions of chapters 24 through 40 of this title. Upon such amendment or restatement,  all of the provisions of chapters 24 through 40 of this title which are not specifically in conflict with the amended or restated articles of incorporation shall be applicable to the existing corporations that were originally organized under the laws of the territory of Arizona. The previously valid provisions of its articles of incorporation that are retained shall apply to the existing corporations originally organized under the laws of the territory of Arizona and to all persons contracting or in any manner dealing with the corporation,  including its members,  subscribers,  affiliates,  directors,  officers and employees.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11702 - Application to qualified foreign corporations

10-11702.
Application to qualified foreign corporations
A foreign corporation authorized to conduct affairs in this state on January 1,  1999 is subject to chapters 24 through 40 of this title but is not required to obtain a new grant of authority to conduct affairs under chapters 24 through 40 of this title,  except as provided in section 10-11504.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11801 - Definitions

10-11801.
Definitions
In this chapter,  unless the context otherwise requires:
1. " Endowment fund"  means an institutional fund or part of an institutional fund that,  under the terms of a gift instrument,  is not wholly expendable by the institution on a current basis. Endowment fund does not include assets that an institution designates as an endowment fund for its own use.
2. " Gift instrument"  means a record or records,  including an institutional solicitation,  under which property is granted to,  transferred to or held by an institution as an institutional fund.
3. " Institution"  means any of the following:
(a) A person,  other than an individual,  organized and operated exclusively for charitable purposes.
(b) A government or governmental subdivision,  agency or instrumentality,  to the extent that it holds monies exclusively for a charitable purpose.
(c) A trust that had both charitable and noncharitable interests,  after all noncharitable interests have terminated.
4. " Institutional fund"  means a fund held by an institution exclusively for charitable purposes. Institutional fund does not include program-related assets,  a fund held for an institution by a trustee that is not an institution or a fund in which a beneficiary that is not an institution has an interest,  other than an interest that could arise on violation or failure of the purposes of the fund.
5. " Person"  means an individual,  corporation,  business trust,  estate,  trust,  partnership,  limited liability company,  association,  joint venture,  public corporation,  government or governmental subdivision,  agency or instrumentality or any other legal or commercial entity.
6. " Program-related asset"  means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment.
7. " Record"  means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and that is retrievable in perceivable form.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11803 - Appropriation for expenditure or accumulation of endowment fund; construction

10-11803.
Appropriation for expenditure or accumulation of endowment fund;  construction
A. Subject to the intent of a donor expressed in the gift instrument,  an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses,  benefits,  purposes and duration for which the endowment fund is established. Unless stated otherwise in the gift instrument,  the assets in an endowment fund are donor-restricted assets until appropriated for expenditure by the institution. In making a determination to appropriate or accumulate,  the institution shall act in good faith,  with the care that an ordinarily prudent person in a like position would exercise under similar circumstances,  and shall consider,  if relevant,  the following factors:
1. The duration and preservation of the endowment fund.
2. The purposes of the institution and the endowment fund.
3. General economic conditions.
4. The possible effect of inflation or deflation.
5. The expected total return from income and the appreciation of investments.
6. Other resources of the institution.
7. The investment policy of the institution.
B. To limit the authority to appropriate for expenditure or accumulate under subsection A,  a gift instrument must specifically state the limitation.
C. Terms in a gift instrument designating a gift as an endowment,  or a direction or authorization in the gift instrument to use only income,  interest,  dividends or rents,  issues,  or profits,  or to preserve the principal intact,  or words of similar import:
1. Create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund.
2. Do not otherwise limit the authority to appropriate for expenditure or accumulate under subsection A.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11804 - Delegation of management and investment functions

10-11804.
Delegation of management and investment functions
A. Subject to any specific limitation set forth in a gift instrument or in law other than this chapter,  an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith,  with the care that an ordinarily prudent person in a like position would exercise under similar circumstances,  in all of the following:
1. Selecting an agent.
2. Establishing the scope and terms of the delegation,  consistent with the purposes of the institution and the institutional fund.
3. Periodically reviewing the agent's actions in order to monitor the agent's performance and compliance with the scope and terms of the delegation.
B. In performing a delegated function,  an agent owes a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation.
C. An institution that complies with subsection A is not liable for the decisions or actions of an agent to which the function was delegated.
D. By accepting delegation of a management or investment function from an institution that is subject to the laws of this state,  an agent submits to the jurisdiction of the courts of this state in all proceedings arising from or related to the delegation or the performance of the delegated function.
E. An institution may delegate management and investment functions to its committees,  officers or employees as authorized by law of this state other than this chapter.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11805 - Release or modification of restrictions on management, investment or purpose

10-11805.
Release or modification of restrictions on management,  investment or purpose
A. If the donor consents in a record,  an institution may release or modify,  in whole or in part,  a restriction contained in a gift instrument on the management,  investment or purpose of an institutional fund. A release or modification may not allow a fund to be used for a purpose other than a charitable purpose of the institution.
B. On application of an institution,  the court may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful,  if it impairs the management or investment of the fund or if,  because of circumstances not anticipated by the donor,  a modification of a restriction will further the purposes of the fund. The institution shall notify the attorney general of the application,  and the attorney general shall be given an opportunity to be heard. To the extent practicable,  any modification shall be made in accordance with the donor's probable intention.
C. If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful,  impracticable,  impossible to achieve or wasteful,  on application of an institution,  the court may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purposes expressed in the gift instrument. The institution shall notify the attorney general of the application,  and the attorney general shall be given an opportunity to be heard.
D. If an institution determines that a restriction contained in a gift instrument on the management,  investment or purpose of an institutional fund is unlawful,  impracticable,  impossible to achieve or wasteful,  the institution,  after sixty days after notification to the attorney general,  may release or modify the restriction,  in whole or part,  if all of the following apply:
1. The institutional fund subject to the restriction has a total value of less than fifty thousand dollars.
2. More than twenty years have elapsed since the fund was established.
3. The institution uses the property in a manner consistent with the charitable purposes expressed in the gift instrument.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11901 - Purposes for which corporation sole may be formed

10-11901.
Purposes for which corporation sole may be formed
Corporations may be formed to acquire,  hold and dispose of church or religious society property for the benefit of religion,  for works of charity and for public worship,  and of property of scientific research institutions maintained solely for pure research and without expectation of pecuniary gain or profit,  in the manner provided in this article.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11902 - Requirements for formation

10-11902.
Requirements for formation
A person vested with the legal title to property of a church or religious society in conformity with its constitution,  canons,  rites or regulations,  and of a scientific research institution maintained solely for pure research and without expectation of pecuniary gain or profit,  may make and subscribe to written articles of incorporation,  acknowledge them as deeds are required to be acknowledged,  file them in the office of the corporation commission and record a duplicate of the articles in the office of the county recorder of each county in which real property of the corporation is situated,  together with an impression of the seal which it adopts.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11903 - Articles of incorporation; amendment

10-11903.
Articles of incorporation;  amendment
A. The articles of incorporation shall contain:
1. The name of the corporation.
2. The object of the corporation.
3. The estimated value of the property at the time of drawing the articles.
4. The title of the person executing the articles.
B. The corporation may amend its articles. The amendment shall be executed by the same person who executed the original articles,  or by his successor in office,  and shall be filed and recorded as required for the original articles.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11904 - Powers of corporation sole

10-11904.
Powers of corporation sole
Upon executing and filing for record articles of incorporation as provided in this article,  the person subscribing thereto and his successor in office by the name or title specified in the articles,  shall thereafter be deemed a corporation sole with perpetual succession,  and may acquire and possess,  by gift,  bequest,  devise or purchase,  and hold property,  sell,  rent or otherwise dispose of such property,  borrow money and give written security therefor,  and secure payment thereof by mortgage or other lien.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11906 - Succession of title and authority

10-11906.
Succession of title and authority
In the event of the death,  resignation or removal of the person who is a corporation sole,  his successor in office shall be vested with title to all property held by his predecessor as such corporation sole,  with like power and authority over the property,  and subject to all the liabilities and obligations with reference thereto. The successor shall file in the office of the corporation commission,  and shall record in the office of the county recorder of each county in which any of the real property is situated,  a certified copy of the commission,  certificate or letter of election or appointment.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11907 - Succession of title to religious property held by person not incorporated as corporation sole

10-11907.
Succession of title to religious property held by person not incorporated as corporation sole
In case of the death,  resignation or removal of a person who,  at the time of his death,  resignation or removal,  was holding the title to property for the use or benefit of any church or religious society not incorporated as a corporation sole,  the title to such property held by him shall not revert to the donor,  nor vest in the heirs of the deceased person,  but shall be deemed to be in abeyance after the death,  resignation or removal until his successor is duly appointed to fill the vacancy. Upon appointment of a successor,  the title to all property held by his predecessor shall at once,  without any other act or deed,  vest in the person appointed to fill the vacancy.