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2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-103 - Partnerships not required to record certificate

29-103.
Partnerships not required to record certificate
A. A partnership transacting business under a firm name or style which contains the surnames of all persons interested as partners,  or one formed for the practice of law,  is not required to record a certificate as required by section 29-102.
B. A commercial or banking partnership established and transacting business without the state under a name which is fictitious or does not show the names of the persons interested as partners may,  without recording a certificate as required by section 29-102,  use in this state the partnership name used by it without the state.
C. A domestic limited partnership which has filed or recorded a certificate of limited partnership under applicable laws may transact business under the name set forth in such certificate without recording a certificate as required by section 29-102.
D. A foreign limited partnership which has registered pursuant to section 29-349 may transact business in this state under the name set forth in such registration without recording a certificate as required by section 29-102.
E. A partnership that is engaged in this state in the practice of public accounting as certified public accountants and that complies with section 32-731 is not required to record a certificate as required by section 29-102.
F. A domestic limited liability partnership that is registered pursuant to section 29-1101 may transact business in this state under the name set forth in its registration without recording a certificate as required by section 29-102.
G. A foreign limited liability partnership that is registered pursuant to section 29-1106 may transact business in this state under the name set forth in its registration without recording a certificate as required by section 29-102.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-104 - Service of summons in actions against partners; judgment

29-104.
Service of summons in actions against partners;  judgment
A. Pursuant to subsections B and C of this section,  in actions against partners,  the summons and complaint may be served upon one partner,  and such service shall authorize a judgment against the partnership and against the partner actually served.
B. In actions against a registered limited liability partnership,  the statutory agent appointed by a registered limited liability partnership is an agent of the registered limited liability partnership on whom process,  notice or demand that is required or permitted by law to be served on the registered limited liability partnership may be served. Service on the statutory agent is lawful personal service on the registered limited liability partnership. Service on the statutory agent authorizes a judgment against the registered limited liability partnership subject to the limitations of section 29-215,  subsection B or section 29-1027.
C. If a registered limited liability partnership fails to appoint or maintain a statutory agent at the address shown on the records of the secretary of state,  the secretary of state is an agent of the registered limited liability partnership on whom any process,  notice or demand may be served. Service on the secretary of state of any process,  notice or demand shall be made by delivering to and leaving with the secretary of state duplicate copies of the process,  notice or demand. On receipt,  the secretary of state shall immediately cause one of the copies of the process,  notice or demand to be forwarded by mail,  addressed to the registered limited liability partnership at its registered office.
D. The secretary of state shall keep a permanent record of all processes,  notices and demands served on the secretary of state under this section and shall record in the record the time of each service and his action with reference to each service.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-301 - Definitions

29-301.
Definitions
In this chapter,  unless the context otherwise requires:
1. " Certificate of limited partnership"  means the certificate referred to in section 29-308,  and the certificate as amended or restated.
2. " Contribution"  means any cash,  property,  services rendered,  or promissory note or other binding obligation to contribute cash or property or to perform services,  which a partner contributes to a limited partnership in his capacity as a partner.
3. " Event of withdrawal of a general partner"  means an event that causes a person to cease to be a general partner as provided in section 29-323.
4. " Foreign limited partnership"  means a partnership formed under the laws of any state or other jurisdiction other than this state and having as partners one or more general partners and one or more limited partners.
5. " General partner"  means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
6. " Limited partner"  means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
7. " Limited partnership"  and " domestic limited partnership"  means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.
8. " Partner"  means a limited or general partner.
9. " Partnership agreement"  means any valid agreement,  written or oral,  of the partners as to the affairs of a limited partnership and the conduct of its business.
10. " Partnership interest"  means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
11. " Person"  means a natural person,  partnership,  domestic or foreign limited partnership,  trust,  estate,  association,  corporation or entity.
12. " State"  means a state,  territory or possession of the United States,  the District of Columbia or the Commonwealth of Puerto Rico.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-302 - Name

29-302.
Name
The name of each limited partnership as set forth in its certificate of limited partnership:
1. Shall contain the words " limited partnership"  or the initials " l.p."  or " LP" ,  in upper or lower case;
2. May not contain the name of a limited partner unless:
(a) It is also the name of a general partner or the corporate name of a corporate general partner;  or
(b) The business of the limited partnership had been carried on under that name before the admission of that limited partner;  and
3. Must be distinguishable from the name of any limited liability company,  corporation or limited partnership organized under the laws of this state or licensed or registered as a foreign limited liability company,  corporation or limited partnership 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 › § 29-303 - Reservation of name

29-303.
Reservation of name
A. The exclusive right to the use of a name may be reserved by:
1. Any person intending to organize a limited partnership under this act and to adopt that name;
2. Any domestic limited partnership or any foreign limited partnership registered in this state which,  in either case,  intends to adopt that name;
3. Any foreign limited partnership intending to register in this state and adopt that name;  and
4. Any person intending to organize a foreign limited partnership and intending to have it registered in this state and adopt that name.
B. The reservation shall be made by filing with the secretary of state an application,  executed by the applicant,  to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited partnership,  he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name,  the same applicant may not again reserve the same name until more than sixty days after the expiration of the last one hundred twenty day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer,  executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-304 - Specified office and agent

29-304.
Specified office and agent
A. Each limited partnership shall continuously maintain in this state:
1. An office,  which may but need not be a place of its business in this state,  at which shall be kept the records required by section 29-305 to be maintained;  and
2. An agent for service of process on the limited partnership,  which agent shall be an individual resident of this state,  a domestic corporation,  a domestic limited liability company,  a foreign corporation or a foreign limited liability company authorized to do business in this state. A statutory agent of a limited partnership may resign as agent by delivering a written notice to the secretary of state and mailing a copy of the notice to the partnership at its last known address. The appointment of the agent terminates thirty days after receipt of the notice by the secretary of state or on the appointment of a new statutory agent,  whichever occurs first.
B. If a limited 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 limited partnership on whom process,  notice or demand may be served.
C. If the secretary of state accepts service of process,  notice or demand pursuant to subsection B of this section,  the secretary of state shall forward by certified mail the summons and the complaint to the limited partnership at the address on file with the secretary of state at the time of service.
D. The secretary of state is not liable for any damages incurred by the limited partnership if the limited partnership does not receive the summons and complaint.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-305 - Records to be kept

29-305.
Records to be kept
A. Each limited partnership shall keep at the office referred to in section 29-304,  paragraph 1 the following:
1. A current list of the full name and last known business address of each partner separately identifying the general partners in alphabetical order and the limited partners in alphabetical order;
2. A copy of the certificate of limited partnership and all certificates of amendment thereto,  together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
3. Copies of the limited partnership's federal,  state and local income tax returns and reports,  if any,  for the three most recent years;
4. Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years;  and
5. Unless contained in a written partnership agreement,  a writing setting out:
(a) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and that each partner has agreed to contribute;
(b) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(c) Any right of a partner to receive,  or of a general partner to make,  distributions to a partner that include a return of all or any of the partner's contribution;  and
(d) Any events on the happening of which the limited partnership is to be dissolved and its affairs wound up.
B. Records kept under this section are subject to inspection and copying at the reasonable request,  and at the expense,  of any partner during ordinary business hours.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-308 - Certificate of limited partnership

29-308.
Certificate of limited partnership
A. In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth all of the following:
1. The name of the limited partnership.
2. The address of the office and the name and address of the agent for service of process required to be maintained by section 29-304.
3. The name and the business address of each general partner.
4. The latest date,  if any,  on which the limited partnership must dissolve.
5. Any other matters the general partners determine to include therein.
B. A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if,  in either case,  there has been substantial compliance with the requirements of this section. A limited partnership continues perpetually unless it is otherwise provided in the partnership's certificate of limited partnership or partnership agreement or the limited partnership is dissolved pursuant to this chapter.
C. A limited partnership may file a combined certificate of limited partnership and a limited liability partnership statement of qualification if the combined filing indicates in its heading or introductory paragraph that it contains both a certificate of limited partnership and a limited liability partnership statement of qualification.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-309 - Amendment to certificate; restatement

29-309.
Amendment to certificate;  restatement
A. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth all of the following:
1. The name of the limited partnership.
2. The date of filing the certificate of limited partnership.
3. The amendment to the certificate of limited partnership.
B. Within thirty days after the happening of either of the following events,  an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:
1. The admission of a new general partner.
2. The withdrawal of a general partner.
C. A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed,  making the certificate inaccurate in any respect,  shall promptly amend the certificate.
D. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
E. No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection B if the amendment is filed within the thirty day period specified in subsection B.
F. The provisions of a limited partnership's certificate which are then in effect and operative may be integrated into a single instrument,  and at the same time its certificate may also be further amended by the execution and filing of a restated certificate of limited partnership. An amendment effected in connection with the restatement and integration of the certificate of limited partnership is subject to any other provision of this article,  not inconsistent with this subsection,  which would apply if a certificate of amendment were filed to effect such amendments. A restated certificate of limited partnership shall be specifically designated in its heading and shall state,  either in the heading or in an introductory paragraph,  the limited partnership's present name,  and,  if it has been changed,  all of its former names and the date of the filing of its original certificate of limited partnership.
G. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
H. An amendment to a certificate of limited partnership may be combined with any filing required or permitted under chapter 5 of this title for limited liability partnerships if the combined filing indicates in its heading or introductory paragraph that it contains both an amendment to a certificate of limited partnership and a filing under chapter 5 of this title.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-310 - Cancellation of certificate

29-310.
Cancellation of certificate
A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set forth:
1. The name of the limited partnership;
2. The date of filing of its certificate of limited partnership;
3. The reason for filing the certificate of cancellation;
4. The effective date,  which shall be a date certain,  of cancellation if it is not to be effective upon the filing of the certificate;  and
5. Any other information the general partners filing the certificate determine.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-311 - Execution of certificates

29-311.
Execution of certificates
A. Each certificate required by this article to be filed in the office of the secretary of state shall be executed in the following manner:
1. An original certificate of limited partnership shall be signed by all general partners.
2. A certificate of amendment or a restated certificate of limited partnership shall be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner.
3. A certificate of cancellation shall be signed by all general partners.
B. Any person may sign a certificate by an attorney-in-fact,  but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.
C. The execution of a certificate by a general partner constitutes an affirmation by the general partner under the penalties of perjury that the facts stated therein are true,  but the general partner's execution is not required to be acknowledged before a notary or otherwise verified.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-312 - Execution by judicial act

29-312.
Execution by judicial act
If a person required by section 29-311 to execute any certificate of limited partnership fails or refuses to do so,  any other person who is adversely affected by the failure or refusal may petition the superior court in the county where the partnership office is located to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate,  it shall order the secretary of state to record an appropriate certificate.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-313 - Filing in office of secretary of state; acceptance

29-313.
Filing in office of secretary of state;  acceptance
A. Two signed copies of the certificate of limited partnership and of any restated certificate of limited partnership or any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to the filing provisions of this chapter,  upon receipt of all filing fees required by law,  he shall:
1. Endorse on each duplicate original the word " filed"  and the day,  month and year of the filing thereof;
2. File one duplicate original or a copy of the original in his office;  and
3. Return the other duplicate original to the person who filed it or his representative.
B. Upon the filing of a certificate of amendment or judicial decree of amendment or restated certificate of limited partnership containing an amendment in the office of the secretary of state,  the certificate of limited partnership shall be amended as set forth therein,  and upon the effective date of a certificate of cancellation or a judicial decree thereof,  the certificate of limited partnership is cancelled.
C. If the secretary of state is unable to complete the determination required by subsection A on the day a certificate is delivered for filing,  the certificate shall be deemed to have been filed on the day of delivery if the secretary of state subsequently determines that:
1. The certificate as delivered conforms to the filing provision of this chapter;  or
2. Within twenty days after notification of nonconformance is given by the secretary of state,  the certificate is brought into conformance.
D. If a certificate required to be filed pursuant to this chapter is incorporated within a limited partnership agreement or a restated or amended limited partnership agreement,  and not set forth separately,  a written statement shall also be delivered specifying where the applicable information required for the filing of the certificate is located in the document.
E. Any document that is required to be filed pursuant to this chapter may be filed in an electronic format that is approved by the secretary of state.
F. Any document that is filed in accordance with this section is deemed to comply with:
1. The filing requirements of this chapter.
2. The requirement that a filing be verified or be submitted with a written signature.
3. Any requirement that the filing be filed under the penalty of perjury.
G. The secretary of state may adopt rules requiring that any person that submits a document for filing pursuant to this section also submit a written or printed copy of the document as a prerequisite to the document being deemed filed.
H. Except as provided in this section,  all civil and criminal statutes applicable to the filing of paper documents apply to all documents filed pursuant to this section.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-314 - Liability for false statement in certificate

29-314.
Liability for false statement in certificate
If any certificate of limited partnership or certificate of amendment,  restated certificate of limited partnership or certificate of cancellation contains a false statement,  one who suffers loss by reliance on the statement may recover damages for the loss from:
1. Any person who executes the certificate,  or causes another to execute it on his behalf,  and knew,  and any general partner who knew or should have known,  the statement to be false at the time the certificate was executed;  and
2. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed,  making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate,  or to file a petition for execution of certificate under section 29-312.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-316 - Delivery of certificates to limited partners

29-316.
Delivery of certificates to limited partners
Upon the return by the secretary of state pursuant to section 29-313 of a certificate marked " filed" ,  the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-317 - Admission of limited partners

29-317.
Admission of limited partners
A. A person becomes a limited partner:
1. At the time the limited partnership is formed;  or
2. At any later time specified in the records of the limited partnership for becoming a limited partner.
B. After the filing of a limited partnership's original certificate of limited partnership,  a person may be admitted as an additional limited partner:
1. In the case of a person acquiring a partnership interest directly from the limited partnership,  upon the compliance with the partnership agreement or,  if the partnership agreement does not so provide,  upon the written consent of all partners;  and
2. In the case of an assignee of a partnership interest of a partner who has the power,  as provided in section 29-342,  to grant the assignee the right to become a limited partner,  upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-320 - Person erroneously believing himself limited partner

29-320.
Person erroneously believing himself limited partner
A. Except as provided in subsection B,  a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution,  receiving distributions from the enterprise or exercising any rights of a limited partner if,  on ascertaining the mistake,  he:
1. Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed;  or
2. Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.
B. A person who makes a contribution of the kind described in subsection A is liable as a general partner to any third party who transacts business with the enterprise:
1. Before the person withdraws and an appropriate certificate is filed to show withdrawal;  or
2. Before an appropriate certificate is filed to show that he is not a general partner,  but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-321 - Information

29-321.
Information
Each limited partner has the right to:
1. Inspect and copy any of the partnership records required to be maintained by section 29-305;  and
2. Obtain from the general partners from time to time upon reasonable demand:
(a) True and full information regarding the state of the business and financial condition of the limited partnership;
(b) Promptly after becoming available,  a copy of the limited partnership's federal,  state and local income tax returns for each year;  and
(c) Other information regarding the affairs of the limited partnership as is just and reasonable.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-322 - Admission of additional general partners

29-322.
Admission of additional general partners
After the filing of a limited partnership's original certificate of limited partnership,  additional general partners may be admitted as provided in writing in the partnership agreement or,  if the partnership agreement does not provide in writing for the admission of additional general partners,  with the written consent of all partners.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-323 - Events of withdrawal

29-323.
Events of withdrawal
Except as approved by the specific written consent of all partners at the time,  a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
1. The general partner withdraws from the limited partnership as provided in section 29-332;
2. The general partner ceases to be a member of the limited partnership as provided in section 29-340;
3. The general partner is removed as a general partner in accordance with the partnership agreement;
4. Unless otherwise provided in writing in the partnership agreement,  the general partner:
(a) Makes an assignment for the benefit of creditors;
(b) Files a voluntary petition in bankruptcy;
(c) Is adjudicated a bankrupt or insolvent;
(d) Files a petition or answer seeking for himself any reorganization,  arrangement,  composition,  readjustment,  liquidation,  dissolution or similar relief under any statute,  law or regulation;
(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature;  or
(f) Seeks,  consents to or acquiesces in the appointment of a trustee,  receiver or liquidator of the general partner or of all or any substantial part of his properties;
5. Unless otherwise provided in writing in the partnership agreement,  one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization,  arrangement,  composition,  readjustment,  liquidation,  dissolution or similar relief under any statute,  law or regulation,  the proceeding has not been dismissed,  or if within ninety days after the appointment without his consent or acquiescence of a trustee,  receiver or liquidator of the general partner or of all or any substantial part of his properties,  the appointment is not vacated or stayed or within ninety days after the expiration of any such stay,  the appointment is not vacated;
6. In the case of a general partner who is a natural person;
(a) His death;  or
(b) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;
7. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust,  the termination of the trust but not merely the substitution of a new trustee;
8. In the case of a general partner that is a separate partnership,  the dissolution and commencement of winding up of the separate partnership;
9. In the case of a general partner that is a corporation,  the filing of articles of dissolution for the corporation or the revocation of its charter;  or
10. In the case of an estate,  the distribution by the fiduciary of the estate's entire interest in the partnership.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-324 - General powers and liabilities

29-324.
General powers and liabilities
A. Except as provided in this chapter or in the partnership agreement,  a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
B. Except as provided in this chapter,  a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.
C. Except as provided in this chapter or in the partnership agreement,  a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-325 - Contributions by general partner

29-325.
Contributions by general partner
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of,  and in distributions from,  the limited partnership as a general partner. A general partner also may make contributions to and share in profits,  losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers,  and is subject to the restrictions and liabilities,  of a general partner and,  except as provided in the partnership agreement,  also has the powers,  and is subject to the restrictions,  of a limited partner to the extent of his participation in the partnership as a limited partner.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-328 - Liability for contribution

29-328.
Liability for contribution
A. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing and signed by the limited partner.
B. Except as provided in the partnership agreement,  a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services,  even if he is unable to perform because of death,  disability or any other reason. If a partner does not make the required contribution of property or services,  he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value as stated in the partnership records required to be kept pursuant to section 29-305 of the stated contribution that has not been made.
C. Unless otherwise provided in the partnership agreement,  the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise,  a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-329 - Sharing of profits and losses

29-329.
Sharing of profits and losses
The profits and losses of a limited partnership shall be allocated among the partners,  and among classes of partners,  in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing,  profits and losses shall be allocated on the basis of the value as stated in the partnership records required to be kept pursuant to section 29-305 of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-330 - Sharing of distributions

29-330.
Sharing of distributions
Distributions of cash or other assets of a limited partnership shall be allocated among the partners,  and among classes of partners,  in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing,  distributions shall be made on the basis of the value as stated in the partnership records required to be kept pursuant to section 29-305 of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-332 - Withdrawal of general partner

29-332.
Withdrawal of general partner
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners,  but if the withdrawal violates the partnership agreement,  the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him. The withdrawal of a general partner who is also a limited partner does not constitute withdrawal of the partner as a limited partner or affect the partner s rights as a limited partner.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-333 - Withdrawal of limited partner

29-333.
Withdrawal of limited partner
A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership,  a limited partner may withdraw upon not less than six months' prior written notice to each general partner at his address on the books of the limited partnership at its office in this state.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-335 - Distribution in kind

29-335.
Distribution in kind
Except as provided in writing in the partnership agreement,  a partner,  regardless of the nature of his contribution,  has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement,  a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-337 - Limitations on distribution; treatment as income

29-337.
Limitations on distribution;  treatment as income
A. A partner may not receive a distribution from a limited partnership to the extent that,  after giving effect to the distribution,  all liabilities of the limited partnership,  other than liabilities to partners on account of their partnership interests,  exceed the fair value of the partnership assets.
B. Except as otherwise provided in the partnership agreement or the trust instrument,  a distribution to a partner that is a charitable remainder trust as defined in section 664(d) of the internal revenue code is income for the purposes of title 14,  chapter 7,  article 4 to the extent that the value of the partnership interest after distribution is equal to or greater than its value at the date of contribution of the partnership interest to the charitable remainder trust. In this section,  " internal revenue code"  has the same meaning prescribed in section 43-105.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-338 - Liability on return of contribution

29-338.
Liability on return of contribution
A. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter,  he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution,  but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
B. If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter,  he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.
C. A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value as set forth in the partnership records required to be kept pursuant to section 29-305 of his contribution which has not been distributed to him.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-340 - Assignment of partnership interest

29-340.
Assignment of partnership interest
Except as provided in the partnership agreement,  a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive,  to the extent assigned,  only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement,  a partner ceases to be a partner upon assignment of all his partnership interest.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-341 - Rights of judgment creditor

29-341.
Rights of judgment creditor
On application to a court of competent jurisdiction by any judgment creditor of a partner,  the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged,  the judgment creditor has only the rights of an assignee of the partner's partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest. This section provides the exclusive remedy by which a judgment creditor of a partner may satisfy a judgment out of the judgment debtor's interest in the partnership.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-342 - Right of assignee to become limited partner

29-342.
Right of assignee to become limited partner
A. An assignee of a partnership interest,  including an assignee of a general partner,  may become a limited partner if and to the extent that:
1. The assignor gives the assignee that right in accordance with authority described in the partnership agreement;  or
2. All other partners consent.
B. An assignee who has become a limited partner has,  to the extent assigned,  the rights and powers and is subject to the restrictions and liabilities of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in articles 5 and 6 of this chapter. However,  the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
C. If an assignee of a partnership interest becomes a limited partner,  the assignor is not released from his liability to the limited partnership under sections 29-314 and 29-328.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-343 - Power of estate of deceased or incompetent partner

29-343.
Power of estate of deceased or incompetent partner
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property the partner's executor,  administrator guardian,  conservator or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property,  including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation,  trust or other entity and is dissolved or terminated,  the powers of that partner may be exercised by its legal representative or successor.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-344 - Nonjudicial dissolution

29-344.
Nonjudicial dissolution
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
1. At the time,  if any,  specified in the certificate of limited partnership.
2. Upon the happening of events specified in writing in the partnership agreement.
3. Written consent of all partners.
4. An event of withdrawal of a general partner if there is no remaining general partner unless all the limited partners,  or a lesser number or percentage of limited partners specified in the partnership agreement,  agree to the continuation of the business of the limited partnership and to the appointment of one or more additional general partners within ninety days after the event of withdrawal,  or such greater period as may be specified in the partnership agreement.
5. Entry of a decree of judicial dissolution under section 29-345.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-346 - Winding up

29-346.
Winding up
Except as provided in the partnership agreement,  the general partners who have not wrongfully dissolved a limited partnership or,  if none,  the limited partners may wind up the limited partnership's affairs,  but the superior court may wind up the limited partnership's affairs upon application of any partner,  his legal representative or assignee.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-347 - Distribution of assets

29-347.
Distribution of assets
Upon the winding up of a limited partnership,  the assets shall be distributed as follows:
1. To creditors,  including partners who are creditors,  to the extent permitted by law,  in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 29-331 or 29-334;
2. Except as provided in the partnership agreement,  to partners and former partners in satisfaction of liabilities for distributions under section 29-331 or 29-334;  and
3. Except as provided in the partnership agreement,  to partners first for the return of their contributions and secondly respecting their partnership interests,  in the proportions in which the partners share in distributions.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-348 - Law governing

29-348.
Law governing
Subject to the constitution of this state:
1. The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners;  and
2. A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-349 - Registration

29-349.
Registration
Before transacting business in this state,  a foreign limited partnership shall register with the secretary of state. In order to register,  a foreign limited partnership shall submit to the secretary of state,  in duplicate,  an application for registration as a foreign limited partnership,  signed and sworn to by a general partner and setting forth:
1. The name of the foreign limited partnership and,  if different,  the name under which it proposes to register and transact business in this state;
2. The state and date of its formation;
3. The name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint. The agent shall be an individual resident of this state,  a domestic corporation or a foreign corporation having a place of business in,  and authorized to do business in,  this state;
4. A statement that the secretary of state is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under paragraph 3 or,  if appointed,  the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;
5. The address of the office required to be maintained in the state of its organization by the laws of that state or,  if not so required,  of the principal office of the foreign limited partnership;
6. The name and business address of each general partner;  and
7. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions and an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-350 - Issuance of registration

29-350.
Issuance of registration
A. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid,  he shall:
1. Endorse on the application the word " filed" ,  and the month,  day and year of the filing thereof;
2. File in his office a duplicate original of the application;  and
3. Issue a certificate of registration to transact business in this state.
B. The certificate of registration,  together with a duplicate original of the application,  shall be returned to the person who filed the application or his representative.