reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3116 - Statement of change

29-3116.
Statement of change
A. A limited liability company or registered foreign limited liability company may change its statutory agent,  its principal address,  the address of one or more of its managers or members or the address of its statutory agent by delivering to the commission for filing a statement of change that states both of the following:
1. The name of the company or foreign company.
2. The information that is to be in effect as a result of the filing of the statement of change.
B. The members or managers of a limited liability company are not required to approve the delivery to the commission for filing of either:
1. A statement of change under this section.
2. A similar filing changing the statutory agent or principal address,  if any,  of the company in any other jurisdiction.
C. Unless the successor statutory agent signed the statement of change,  the appointment of a successor statutory agent is not effective until the successor statutory agent,  the limited liability company or the registered foreign limited liability company delivers a record to the commission signed by the successor statutory agent accepting the change or the appointment.
D. As an alternative to using the procedure in this section,  a limited liability company may amend its articles of organization or a registered foreign limited liability company may file an amendment of foreign registration statement under section 29-3904.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3117 - Resignation of statutory agent

29-3117.
Resignation of statutory agent
A. A statutory agent may resign as an agent for a limited liability company or registered foreign limited liability company by delivering to the commission for filing a statement of resignation that states all of the following:
1. The name of the company or foreign company.
2. The name of the agent.
3. That the agent resigns from serving as statutory agent for the company or foreign company.
4. The address of the company or foreign company to which the agent will send the notice required by subsection C of this section.
B. A statement of resignation takes effect on the earlier of:
1. The thirty-first day after the day on which the statement of resignation is filed by the commission.
2. The designation of a new statutory agent for the limited liability company or registered foreign limited liability company.
C. A statutory agent promptly shall furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which a statement of resignation was filed.
D. When a statement of resignation takes effect,  the statutory agent ceases to have responsibility under this chapter for any matter thereafter tendered to the statutory agent as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights that the company or foreign company has against the agent or that the agent has against the company or foreign company.
E. A statutory agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the company or foreign company is in good standing.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3118 - Change of name or address by statutory agent

29-3118.
Change of name or address by statutory agent
A. If a statutory agent changes its name or address,  the agent may deliver to the commission for filing a statement of change that states all of the following:
1. The name of the limited liability company or registered foreign limited liability company represented by the statutory agent.
2. The name of the agent as currently shown in the records of the commission for the company or foreign company.
3. If the name of the agent has changed,  its new name.
4. If the address of the agent has changed,  its new address.
B. A statutory agent promptly shall furnish notice to the represented limited liability company or registered foreign limited liability company of the filing by the commission of the statement of change and the changes made by the statement.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3119 - Service of process, notice or demand

29-3119.
Service of process,  notice or demand
A. A limited liability company or registered foreign limited liability company may be served with any process,  notice or demand required or permitted by law by serving its statutory agent.
B. If a limited liability company or registered foreign limited liability company ceases to have a statutory agent,  or if its statutory agent cannot with reasonable diligence be served,  the company or foreign company may be served by registered or certified mail,  return receipt requested,  or by a similar commercial delivery service,  addressed to the company or foreign company at its principal address. The principal address must be as shown on the company's or foreign company's most recent filing with the commission. Service is effected under this subsection on the earliest of any of the following:
1. The date the company or foreign company receives the mail or delivery by the commercial delivery service.
2. The date shown on the return receipt,  if signed by the company or foreign company.
3. Five days after the mail or delivery is deposited with the United States postal service or with the commercial delivery service,  if correctly addressed and with sufficient postage or payment.
C. If process,  notice or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection A or B of this section,  service may be made by handing a copy to the individual in charge of any regular place of business or activity of the company or foreign company if the individual served is not a plaintiff in the action.
D. Service of process,  notice or demand on a statutory agent must be in a written record.
E. Service of process,  notice or demand may be made by other means under law other than this chapter.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3121 - Reservation of power to amend or repeal

29-3121.
Reservation of power to amend or repeal
The legislature of this state has the power to amend or repeal all or any part of this chapter at any time,  and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3123 - Taxation

29-3123.
Taxation
A limited liability company established or a foreign limited liability company transacting business in this state pursuant to this chapter shall pay the taxes that are imposed by the laws of this state or any political subdivision of this state on domestic and foreign limited partnerships on an identical basis,  except that,  for the purposes of title 23,  chapter 4 and title 43,  a company or foreign company and its members shall be taxed as if the company or foreign company is either a partnership or a corporation or is disregarded as an entity as determined pursuant to the internal revenue code as defined in section 43-105.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3201 - Formation of limited liability company; articles of organization

29-3201.
Formation of limited liability company;  articles of organization
A. One or more persons may act as organizers to form a limited liability company by delivering to the commission for filing the articles of organization.
B. The articles of organization must state all of the following:
1. The name of the limited liability company that complies with section 29-3112.
2. The principal address,  which may be the same as the mailing address of the company's statutory agent.
3. The name and street and mailing addresses in this state of the company's statutory agent.
4. Whether the company is a manager-managed limited liability company or a member-managed limited liability company and either of the following:
(a) If the company is a manager-managed limited liability company,  the name and address of each manager and the name and address of each member who owns a twenty percent or greater interest in the capital or profits of the company.
(b) If the company is a member-managed limited liability company,  the name and address of each member of the company.
C. The articles of organization may contain statements as to matters other than those required by subsection B of this section but may not vary or otherwise affect the provisions specified in section 29-3105,  subsections C and D in a manner inconsistent with section 29-3105.
D. A limited liability company is formed when the articles of organization become effective.
E. A parent limited liability company and its subsidiary limited liability companies may be formed at the same time.
F. The filing of the articles of organization by the commission is conclusive proof that all conditions precedent that are required to be performed by the organizers have been satisfied and that the limited liability company has been legally organized and formed under this chapter.
G. Within sixty days after the commission files the articles of organization,  either of the following must occur:
1. A notice of the filing of the articles shall be published in a newspaper of general circulation in the county of the statutory agent's street address for three consecutive publications containing the information required in subsection B of this section. 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 if the statutory agent's street address is in a county with a population of more than eight hundred thousand persons.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3203 - Signing of records to be delivered for filing to the commission

29-3203.
Signing of records to be delivered for filing to the commission
A. A record delivered to the commission for filing pursuant to this chapter must be signed as follows:
1. Except as otherwise provided in paragraphs 2 and 3 of this subsection,  a record signed by a limited liability company,  foreign limited liability company or foreign series must be signed by a person authorized by the company,  foreign company or foreign series.
2. A company's initial articles of organization must be signed by at least one person acting as an organizer. The organizer or organizers may be,  but are not required to be,  managers or members of the company.
3. A record delivered on behalf of a dissolved limited liability company that has no member must be signed by the person winding up the company's activities and affairs under section 29-3702,  subsection C or a person appointed under section 29-3702,  subsection D to wind up the activities and affairs.
4. Any other record delivered on behalf of a person to the commission for filing must be signed by that person.
B. A record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent,  the record may be signed by a legal representative of the individual.
C. A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3204 - Signing and filing pursuant to judicial order

29-3204.
Signing and filing pursuant to judicial order
A. If a person required by this chapter to sign a record or deliver a record to the commission for filing under this chapter does not do so,  any other person that is aggrieved may petition a court of competent jurisdiction to order any of the following:
1. The person to sign the record.
2. The person to deliver the record to the commission for filing.
3. The commission to file the record unsigned.
B. If a petitioner under subsection A of this section is not the limited liability company,  foreign limited liability company or foreign series to which the record pertains,  the petitioner shall make the company,  foreign company or foreign series a party to the action.
C. A record filed under subsection A,  paragraph 3 of this section is effective without being signed.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3205 - Liability for inaccurate information in filed record

29-3205.
Liability for inaccurate information in filed record
A. If a record that is delivered to the commission for filing under this chapter and that is filed by the commission contains inaccurate information,  a person that suffers loss by reliance on the information may recover damages for the loss from:
1. A person that signed the record,  or caused another to sign it on the person's behalf,  and knew the information to be inaccurate at the time the record was signed.
2. Subject to subsection B of this section,  a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if both of the following apply:
(a) The record was delivered for filing on behalf of the company.
(b) The member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied on so that,  before the reliance,  the member or manager reasonably could have done any of the following:
(i) Effected an amendment under section 29-3202.
(ii) Filed a petition under section 29-3204.
(iii) Delivered to the commission for filing a statement of change under section 29-3116 or a statement of correction under section 29-3209.
B. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the commission for filing under this chapter and imposes that responsibility on one or more other members,  the liability stated in subsection A,  paragraph 2 of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility.
C. An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that,  to that individual's knowledge,  the information stated in the record is accurate.
D. A person that signs a record,  or causes another to sign it on the person's behalf,  knowing that the record contains inaccurate information at the time it is signed,  is liable to the limited liability company and to each member of the company for damages resulting from the inaccurate information.
E. The prevailing party in an action to recover damages under this section is entitled to an award for its costs and reasonable attorney fees.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3206 - Filing requirements

29-3206.
Filing requirements
A. To be filed by the commission pursuant to this chapter,  a record must be received by the commission,  comply with this chapter and satisfy the following:
1. The filing of the record must be required or allowed by this chapter.
2. The record must be physically delivered in written form unless the commission allows electronic delivery of records. If the commission allows electronic delivery of records,  the records may be electronically delivered only to the extent the commission allows.
3. The words in the record must be in English and numbers must be in Arabic or Roman numerals,  but the name of an entity is not required to be in English if the name is written in English letters or Arabic or Roman numerals.
4. The record must be signed by a person authorized or required under this chapter to sign the record.
5. The record must state the name and capacity,  if any,  of each individual who signed it,  either on behalf of the individual or the person authorized or required to sign the record,  but is not required to contain a seal,  attestation,  acknowledgment or verification.
B. If a law other than this chapter prohibits the disclosure by the commission of information contained in a record delivered to the commission for filing,  the commission shall file the record if the record otherwise complies with this chapter but may redact the information.
C. When a record is delivered to the commission for filing,  any fee or penalty required to be paid under this chapter must be paid in a manner allowed by the commission.
D. The commission may require that a record delivered in written form be accompanied by an identical or conformed copy.
E. The commission may provide forms for filings required or allowed to be made by this chapter,  but,  except as otherwise provided in subsection F of this section,  their use is not required.
F. The commission may require that a cover sheet for a filing be on a form prescribed by the commission.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3207 - Effective date and time

29-3207.
Effective date and time
A. Except as otherwise provided in section 29-3208 and subject to section 29-3209,  subsection D,  a record filed under this chapter is effective:
1. On the date and at the time of its delivery to the commission,  as provided in subsection B of this section or section 29-3210,  subsection B.
2. On the date and at the time specified in the record as its effective time,  if later than the date and time under paragraph 1 of this subsection.
3. At a specified delayed effective date and time,  which may not be more than ninety days after the date of delivery.
4. If a delayed effective date is specified,  but no time is specified,  at 12:01 a.m. mountain standard time on the date specified,  which may not be more than ninety days after the date of delivery.
B. If the commission is unable to make a determination that the record complies with all filing requirements of this chapter at the time the record is delivered for filing,  the record is deemed to have been filed at the time of delivery if the commission subsequently determines either that:
1. The record as delivered conforms to the filing requirements of this chapter.
2. Within thirty days after notification of nonconformance is given by the commission to the person that delivered the record for filing or the person's representative,  the record is brought into conformance.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3208 - Withdrawal of filed record before effectiveness

29-3208.
Withdrawal of filed record before effectiveness
A. Except as otherwise provided in sections 29-2204,  29-2304,  29-2404,  29-2504 and 29-2604,  a record delivered to the commission for filing may be withdrawn before it takes effect by delivering to the commission for filing a statement of withdrawal.
B. A statement of withdrawal must comply with all of the following:
1. Be signed by each person that signed the record being withdrawn,  except as otherwise agreed by those persons.
2. Identify the record to be withdrawn.
3. If signed by fewer than all the persons that signed the record being withdrawn,  state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.
C. On filing by the commission of a statement of withdrawal,  the action or transaction evidenced by the original record does not take effect.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3209 - Correcting filed record

29-3209.
Correcting filed record
A. A person on whose behalf a filed record was delivered to the commission for filing may correct the record if any of the following applies:
1. The record at the time of filing was inaccurate.
2. The record was defectively signed.
3. The electronic transmission of the record to the commission was defective.
B. To correct a filed record,  a person on whose behalf the record was delivered to the commission must deliver to the commission for filing a statement of correction.
C. A statement of correction:
1. May not state a delayed effective date.
2. Must be signed by the person correcting the filed record.
3. Must specifically identify the filed record to be corrected or be accompanied by an attached copy of the filed record.
4. Must specify the inaccuracy or defect to be corrected.
5. Must correct the inaccuracy or defect.
D. A statement of correction is effective as of the effective date of the filed record that it corrects except for the purposes of section 29-3103,  subsection D and as to persons that relied on the uncorrected filed record and that are adversely affected by the correction. For those purposes and as to those persons,  the statement of correction is effective when filed.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3210 - Duty of commission to file; refusal to file; delivery of record by commission

29-3210.
Duty of commission to file;  refusal to file;  delivery of record by commission
A. The commission shall file a record that is delivered to the commission for filing and that satisfies this chapter. The duty of the commission under this section is ministerial.
B. When the commission files a record,  the commission shall record the record as filed on the date and at the time of its delivery. After filing a record,  the commission shall deliver to the person that submitted the record an acknowledgment of the date and time of filing.
C. If the commission refuses to file a record,  the commission shall both:
1. Return the record or notify the person that submitted the record of the refusal.
2. Provide a brief explanation in a record of the reason for the refusal.
D. If the commission refuses to file a record,  the person that submitted the record may petition a court of competent jurisdiction to compel filing of the record. The record and the explanation of the commission of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
E. The filing of or refusal to file a record does not do either of the following:
1. Affect the validity or invalidity of the record in whole or in part.
2. Create a presumption that the information contained in the record is correct or incorrect.
F. Except as otherwise provided by section 29-3119 or by a law other than this chapter,  the commission may deliver any record to a person by delivering the record in any of the following manners:
1. In person to the person that submitted the record.
2. To the address of the person's statutory agent.
3. To the principal address of the person.
4. To another address or e-mail address that the person provides to the commission for delivery.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3211 - Certificate of good standing or registration

29-3211.
Certificate of good standing or registration
A. On request of any person,  and after payment of the requisite fee,  the commission shall issue a certificate of good standing for a limited liability company or a certificate of registration for a registered foreign limited liability company or a registered foreign series if the facts under subsection B of this section are true as of the date of the certificate.
B. A certificate under subsection A of this section shall be issued if:
1. In the case of a limited liability company,  all of the following apply:
(a) The articles of organization have been filed and have taken effect.
(b) A statement of administrative dissolution or articles of termination have not been filed.
(c) The records of the commission do not otherwise reflect that the company has been dissolved or terminated.
(d) A proceeding is not pending under section 29-3708.
(e) All fees,  taxes,  interest and penalties owed to the commission by the limited liability company have been paid.
2. In the case of a registered foreign limited liability company or registered foreign series,  all of the following apply:
(a) The foreign company or foreign series is registered to do business in this state.
(b) A notice of termination has not been sent under section 29-3910.
(c) All fees,  taxes,  interest and penalties owed to the commission by the foreign limited liability company or foreign series have been paid.
C. Subject to any qualification stated in the certificate,  a certificate issued by the commission under subsection A of this section may be relied on as conclusive evidence of the facts stated in the certificate.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3212 - Interrogatories by the commission; information disclosed by interrogatories

29-3212.
Interrogatories by the commission;  information disclosed by interrogatories
A. The commission may propound to any limited liability company,  registered foreign limited liability company,  designating foreign company or registered foreign series and to any member or manager of the company or series interrogatories as may be reasonably necessary and proper to enable the commission to ascertain whether the company or series complied with all applicable provisions of this chapter. 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 penalty of perjury. If the interrogatories are directed to an individual,  they shall be answered by the individual,  and if directed to a company or foreign series they shall be answered by a member,  if the company or foreign series is a member-managed company or foreign series,  or by a manager,  if the company or foreign series is a manager-managed company or foreign series. The commission is not required to file any document to which the interrogatories relate until the interrogatories have been answered as provided in this section or if the answers to the interrogatories disclose that the document is not in conformity with this chapter. 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 this chapter.
B. Interrogatories propounded by the commission and the answers to the interrogatories are not open to public inspection and the commission may not disclose any facts or information obtained from the interrogatories and answers,  except that such interrogatories,  answers,  facts or information may be made open to public inspection or disclosed if the commission's 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 29 - Partnership › § 29-3301 - Agency power of member and manager

29-3301.
Agency power of member and manager
A. In a member-managed limited liability company,  both of the following apply:
1. Each member is an agent of the company for the purpose of conducting the company's activities and affairs in the ordinary course.
2. The act of each member done in the ordinary course of the company's activities and affairs binds the company unless the acting member has in fact no authority to act for the company in the particular matter and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.
B. In a manager-managed limited liability company,  all of the following apply:
1. A member is not an agent of the company solely by reason of being a member except to the extent that authority has been delegated to the member by the manager or managers or by the provisions of an operating agreement.
2. Each manager is an agent of the company for the purpose of conducting the company's activities and affairs in the ordinary course.
3. The act of each manager done in the ordinary course of the company's activities and affairs binds the company unless the acting manager has in fact no authority to act for the company in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3304 - Liability of members and managers

29-3304.
Liability of members and managers
A. A debt,  obligation or other liability of a limited liability company is solely the debt,  obligation or other liability of the company. A member or manager is not personally liable,  directly or indirectly,  by way of contribution or otherwise,  for a debt,  obligation or other liability of the company or for the acts or omissions of any other member,  manager,  agent or employee of the company,  solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.
B. The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt,  obligation or other liability of the company.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3403 - Liability for contributions

29-3403.
Liability for contributions
A. A person's obligation to make a contribution to a limited liability company is not enforceable unless the obligation is set forth in a record signed by the person or as otherwise provided in section 29-3502,  subsection H. A person's obligation to make a contribution to the company is not excused by the person's death,  disability,  termination or other inability to perform personally.
B. If a person does not fulfill an obligation to make a contribution other than money,  the person is obligated at the option of the limited liability company to contribute monies equal to the value of the part of the contribution that has not been made.
C. The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in subsection A of this section without knowledge or notice of a compromise under this subsection,  the creditor may enforce the obligation.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3404 - Sharing of and right to distributions before dissolution

29-3404.
Sharing of and right to distributions before dissolution
A. Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members,  except to the extent necessary to comply with a transfer effective under section 29-3502 or charging order in effect under section 29-3503.
B. A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.
C. A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in section 29-3707,  subsection D,  a company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.
D. If a member or transferee becomes entitled to receive a distribution,  the member or transferee has the status of,  and is entitled to all remedies available to,  a creditor of the limited liability company with respect to the distribution. However,  the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3405 - Limitations on distributions

29-3405.
Limitations on distributions
A. A limited liability company may not make a distribution,  including a distribution under section 29-3707,  if after the distribution either of the following applies:
1. The company would not be able to pay its debts as the debts become due in the ordinary course of the company's activities and affairs.
2. The company's total assets would be less than the sum of its total liabilities.
B. A limited liability company may base a determination that a distribution is not prohibited under subsection A of this section on:
1. Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances.
2. A fair valuation or other method that is reasonable under the circumstances.
C. Except as otherwise provided in subsection E of this section,  the effect of a distribution under subsection A of this section is measured:
1. In the case of a distribution that is a redemption or other purchase by a limited liability company of a transferable interest or that is a transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or to have access to records or other information concerning the company's activities and affairs,  as of the earlier of either of the following:
(a) The date that money or other property is transferred or debt is incurred by the limited liability company.
(b) The date that the person entitled to the distribution ceases to own the interest or right being acquired by the company in return for the distribution.
2. In the case of any other distribution of indebtedness,  as of the date the indebtedness is distributed.
3. In all other cases,  as of the date of either of the following:
(a) The distribution is authorized,  if the payment occurs not later than one hundred twenty days after that date.
(b) The payment is made,  if the payment occurs more than one hundred twenty days after the distribution is authorized.
D. A limited liability company's indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general,  unsecured creditors except to the extent subordinated by agreement.
E. A limited liability company's indebtedness,  including indebtedness issued as a distribution,  is not a liability for the purposes of subsection A of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution,  each payment of principal or interest is treated as a distribution,  the effect of which is measured on the date the payment is made.
F. In measuring the effect of a distribution under section 29-3707,  the liabilities of a dissolved limited liability company do not include any claim that has been disposed of under section 29-3704,  29-3705 or 29-3706.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3406 - Liability for improper distributions

29-3406.
Liability for improper distributions
A. A person that receives a distribution that violates section 29-3405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid to that person under section 29-3405.
B. An action under this section is barred unless commenced not later than three years after the distribution.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3408 - Reimbursement; indemnification; advancement; insurance

29-3408.
Reimbursement;  indemnification;  advancement;  insurance
A. A limited liability company shall reimburse a present or former member of a member-managed company or manager of a manager-managed company for any payment made by the member or manager in the course of the member's or manager's activities on behalf of the company if the member or manager complied with sections 29-3405,  29-3407 and 29-3409,  in each case as modified by the operating agreement,  in making the payment.
B. A limited liability company shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt,  obligation or other liability incurred by the person by reason of the person's former or present capacity as a member or manager if the claim,  demand,  debt,  obligation or other liability does not arise from the person's breach of the operating agreement or section 29-3405,  29-3407 or 29-3409,  in each case as modified by the operating agreement.
C. A limited liability company may advance reasonable expenses,  including attorney fees and costs,  incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a member or manager,  but the person must repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection B of this section.
D. A limited liability company may reimburse,  indemnify and hold harmless a present or former member of a member-managed company or manager of a manager-managed company for any payment and with respect to any claim,  demand,  debt,  obligation or other liability,  except that the approval of all members,  after disclosure of all material facts,  is required to reimburse,  indemnify or hold harmless a person with respect to any act,  omission or transaction by the person that constitutes a violation of the operating agreement or section 29-3405,  29-3407 or 29-3409,  in each case as modified by the operating agreement.
E. A limited liability company may purchase and maintain insurance on behalf of a member or manager against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if,  under section 29-3105,  subsection C,  paragraph 6,  the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3502 - Transfer of transferable interest

29-3502.
Transfer of transferable interest
A. A transfer,  in whole or in part,  of a transferable interest:
1. Is permissible.
2. Does not by itself cause a person's dissociation as a member or a dissolution and winding up of the limited liability company's activities and affairs.
3. Subject to section 29-3504,  does not entitle the transferee to either of the following:
(a) Participate in the management or conduct of the company's activities and affairs.
(b) Except as otherwise provided in subsections B and C of this section,  have access to records or other information concerning the company's activities and affairs.
B. A transferee has the right to receive,  in accordance with the transfer,  distributions to which the transferor would otherwise be entitled. Solely for a purpose that is reasonably related to the transferee's right to receive distributions,  a transferee has the rights to information under section 29-3410,  subsection B.
C. In a dissolution and winding up of a limited liability company,  a transferee is entitled to an account of the company's transactions only from the date of dissolution.
D. A transferable interest may be evidenced by a certificate of the interest issued by a limited liability company in a record,  and,  subject to this section,  the interest represented by the certificate may be transferred by a transfer of the certificate. A company may not issue a certificate of the interest in bearer form.
E. A limited liability company is not required to give effect to a transferee's rights under this section until the company knows or has notice of the transfer.
F. A transfer of a transferable interest in violation of a restriction on transfer is ineffective if the intended transferee has knowledge or notice of the restriction at the time of the transfer or if the restriction is set forth in an operating agreement embodied in a signed record.
G. Except as otherwise provided in section 29-3602,  paragraph 4,  subdivision (b),  if a member transfers a transferable interest,  the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.
H. If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest,  the transferee is liable for the member's obligations under sections 29-3403 and 29-3406 that are known to the transferee when the transferee becomes a member or that are set forth in an operating agreement embodied in a signed record.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3503 - Charging order

29-3503.
Charging order
A. On application by a judgment creditor of a member or transferee,  a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order requires the limited liability company to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
B. The member or transferee whose transferable interest is subject to a charging order under subsection A of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
C. A limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor,  including the charging order.
D. This chapter does not deprive any member or transferee of the benefit of any exemption law applicable to the transferable interest of the member or transferee.
E. This section provides the exclusive remedy by which a person seeking in the capacity of judgment creditor to enforce a judgment against a member or transferee may satisfy the judgment from the judgment debtor's transferable interest.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3504 - Power of legal representative of deceased member

29-3504.
Power of legal representative of deceased member
If a member dies,  the deceased member's legal representative may exercise both of the following:
1. The rights of a transferee provided in section 29-3502,  subsection C.
2. For the purposes of settling the estate,  the rights the deceased member had under section 29-3410.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3601 - Power to dissociate as member; wrongful dissociation

29-3601.
Power to dissociate as member;  wrongful dissociation
A. A person has the power to dissociate as a member at any time,  rightfully or wrongfully,  by withdrawing as a member by express will under section 29-3602,  paragraph 1.
B. A person's dissociation as a member is wrongful only if the dissociation either:
1. Is in breach of an express provision of the operating agreement.
2. Occurs before the completion of the winding up of the limited liability company and either:
(a) The person is expelled as a member by judicial order under section 29-3602,  paragraph 5.
(b) The person is dissociated under section 29-3602,  paragraph 7.
C. A person that wrongfully dissociates as a member is liable to the limited liability company and,  subject to section 29-3807,  to the other members for damages caused by the dissociation. The liability is in addition to any debt,  obligation or other liability of the member to the company or the other members. The company may offset its damages against any amount otherwise distributable to the person.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3603 - Effect of dissociation

29-3603.
Effect of dissociation
A. If a person is dissociated as a member,  all of the following apply:
1. The person's right to participate as a member in the management and conduct of the limited liability company's activities and affairs terminates.
2. The person's duties and obligations under section 29-3409 as a member end with regard to matters arising and events occurring after the person's dissociation.
3. Subject to section 29-3504 and article 10 of this chapter,  any transferable interest owned by the person in the person's capacity as a member immediately before dissociation is owned by the person solely as a transferee.
B. A person's dissociation as a member does not of itself discharge the person from any debt,  obligation or other liability to the limited liability company or the other members that the person incurred while a member.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3701 - Events causing dissolution

29-3701.
Events causing dissolution
A. A limited liability company is dissolved,  and its activities and affairs must be wound up,  on the occurrence of any of the following:
1. An event or circumstance that the operating agreement or articles of organization state causes dissolution.
2. The consent to dissolution is given in a record signed by the number of members specified in the operating agreement or,  if none is specified,  by a majority in interest of the members and by one or more members that on dissolution of the company and liquidation of its assets would be entitled to receive more than one-half of the value of all assets to be distributed to all members on liquidation.
3. The passage of one hundred eighty consecutive days during which the company has no members unless before the end of the period both of the following occur:
(a) Consent to admit at least one specified person as a member is given in a record signed by one or more transferees that on dissolution of the company and liquidation of its assets would be entitled to receive more than one-half of the value of all assets to be distributed to all transferees at the time the consent is to be effective.
(b) At least one person becomes a member in accordance with the consent.
4. On application by a member,  the entry by a court of competent jurisdiction of an order dissolving the company on the grounds that any of the following apply:
(a) The conduct of all or substantially all of the company's activities and affairs is unlawful.
(b) It is not reasonably practicable to carry on the company's activities and affairs in conformity with the articles of organization and the operating agreement.
(c) The members or managers are deadlocked in the management of the company and irreparable injury to the company is threatened or being suffered or the activities and affairs of the company cannot be conducted to the advantage of the members because of the deadlock.
(d) The managers or those members in control of the company do any of the following:
(i) Have acted or are acting in a manner that is illegal or fraudulent with respect to the activities and affairs of the company,  causing or threatening a material and adverse effect on the company or the applicant.
(ii) Have wilfully or persistently breached the operating agreement or the duty of loyalty under section 29-3409,  as modified by the operating agreement,  causing or threatening a material and adverse effect on the company or the applicant.
(iii) Have wasted,  misapplied or diverted substantial assets of the company for purposes not related to the activities and affairs of the company,  causing or threatening a material and adverse effect on the company.
5. The signing and filing of a statement of administrative dissolution by the commission under section 29-3708.
B. In a proceeding brought under subsection A,  paragraph 4 of this section,  the court may order a remedy other than dissolution.