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2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2303 - Approval of interest exchange

29-2303.
Approval of interest exchange
A. A plan of interest exchange is not effective unless it has been approved both:
1. By a domestic acquired entity:
(a) In accordance with the requirements,  if any,  in its governing statute and organizational documents for approval of an interest exchange.
(b) Except as otherwise provided in subsection D of this section,  if neither its governing statute nor its organizational documents provide for approval of an interest exchange,  in accordance with the requirements,  if any,  in its governing statute or organizational documents for approval of a merger,  as if the interest exchange were a merger.
(c) If neither its governing statute nor its organizational documents provide for approval of an interest exchange or a merger,  by all of the interest holders of the entity entitled to vote on or consent to any matter or,  if there are no such interest holders,  then by all of the governors of the entity.
2. In a record by each interest holder of a domestic acquired entity that will have interest holder liability for obligations that arise after the interest exchange becomes effective,  unless both:
(a) The organizational documents of the entity expressly provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.
(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.
B. An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
C. Except as otherwise provided in its governing statute or organizational documents,  the interest holders of the acquiring entity are not required to approve the interest exchange.
D. A provision of the governing statute of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under subsection A,  paragraph 1,  subdivision (b) of this section.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2304 - Amendment or abandonment of plan of interest exchange

29-2304.
Amendment or abandonment of plan of interest exchange
A. A plan of interest exchange of a domestic acquired entity may be amended either:
1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended.
2. By the governors or interest holders of the entity in the manner provided in the plan,  except that an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change any of the following:
(a) The amount or kind of interests,  securities,  obligations,  rights to acquire interests or securities,  cash or other property or any combination of the foregoing,  to be received by any of the interest holders of the domestic acquired entity under the plan.
(b) The public organizational document or private organizational documents of the domestic acquired entity that will be in effect immediately after the interest exchange becomes effective,  except for changes that do not require approval of the interest holders of the domestic acquired entity under its governing statute or organizational documents.
(c) Any other terms or conditions of the plan,  if the change would adversely affect the interest holder in any material respect.
B. After a plan of interest exchange has been approved by a domestic acquired entity and before a statement of interest exchange becomes effective pursuant to section 29-2305,  the plan may be abandoned by the domestic acquired entity,  subject to any contractual rights:
1. As provided in the plan.
2. If not provided in the plan,  either:
(a) By the governors of the domestic acquired entity,  unless prohibited by the plan.
(b) In the same manner as the plan was approved.
C. If a statement of interest exchange has been delivered for filing with the appropriate filing authority,  the plan of interest exchange may be abandoned only if the statement of interest exchange sets forth a delayed effective date under section 29-2305,  subsection B,  paragraph 3. A plan of interest exchange may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment,  signed on behalf of the domestic acquired entity. A statement of abandonment takes effect on delivery for filing,  and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain all of the following:
1. The name of the domestic acquired entity.
2. The date on which the statement of interest exchange was filed.
3. A statement that the interest exchange has been abandoned in accordance with this section.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2307 - Ineffectiveness of interest exchange due to law of foreign jurisdiction

29-2307.
Ineffectiveness of interest exchange due to law of foreign jurisdiction
A. If a statement of interest exchange is filed with the appropriate filing authority and the interest exchange is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2301,  subsection B,  the interest exchange is ineffective. A statement of ineffectiveness of interest exchange must be signed on behalf of the domestic acquired entity on behalf of which the statement of interest exchange was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.
B. The statement of ineffectiveness of interest exchange must contain each of the following:
1. The name of the domestic acquired entity that attempted the interest exchange.
2. The date on which the statement of interest exchange was filed.
3. A statement that the interest exchange was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.
C. The domestic acquired entity that attempted the interest exchange is responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted interest exchange unless the entity establishes that the obligation was not incurred in good faith.
D. If they were acting in good faith,  the domestic acquired entity that attempted the interest exchange and its interest holders,  governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective interest exchange under any law of this state pertaining to:
1. The filing of a false or otherwise misleading or inaccurate document.
2. The making of a false or otherwise misleading or inaccurate statement.
3. Any similar matter.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2401 - Conversion authorized

29-2401.
Conversion authorized
A. By complying with this article,  a domestic entity may become either of the following:
1. A domestic entity of a different type.
2. A foreign entity of a different type if the conversion is authorized by the law of the foreign jurisdiction.
B. A foreign entity may become a domestic entity of a different type under this article if the conversion is authorized by the law of the foreign entity's jurisdiction of organization.
C. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion,  the provision applies to a conversion of the entity as if the conversion were a merger until the agreement is amended after the effective date of this section.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2402 - Plan of conversion

29-2402.
Plan of conversion
A. A domestic entity may convert to a different type of entity under this article by approving a plan of conversion. The plan must be in a record and contain all of the following:
1. The name and type of the converting entity.
2. The name,  jurisdiction of organization and type of the converted entity.
3. The manner of converting the interests in the converting entity into interests,  securities,  obligations,  rights to acquire interests or securities,  cash or other property or any combination of the foregoing.
4. The proposed public organizational document of the converted entity,  if it is a filing entity.
5. The full text of the private organizational documents of the converted entity that are proposed to be in a record.
6. The other terms and conditions of the conversion,  if any.
7. Any other provision required by the laws of this state or the organizational documents of the converting entity.
B. A plan of conversion may contain any other provision not prohibited by law.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2403 - Approval of conversion

29-2403.
Approval of conversion
A. A plan of conversion is not effective unless it has been approved both:
1. By a domestic converting entity:
(a) In accordance with the requirements,  if any,  in its governing statute and organizational documents for approval of a conversion.
(b) If neither its governing statute nor its organizational documents provide for approval of a conversion,  in accordance with the requirements,  if any,  in its governing statute or organizational documents for approval of a merger between unaffiliated entities,  as if the conversion were a merger.
(c) If neither its governing statute nor its organizational documents provide for approval of a conversion or a merger,  by all of the interest holders of the entity entitled to vote on or consent to any matter or,  if there are no such interest holders,  then by all of the governors of the entity.
2. In a record by each interest holder of a domestic converting entity that will have interest holder liability for obligations that arise after the conversion becomes effective,  unless both:
(a) The organizational documents of the entity expressly provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.
(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.
B. A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2404 - Amendment or abandonment of plan of conversion

29-2404.
Amendment or abandonment of plan of conversion
A. A plan of conversion of a domestic converting entity may be amended either:
1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended.
2. By the governors or interest holders of the entity in the manner provided in the plan except that an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change any of the following:
(a) The amount or kind of interests,  securities,  obligations,  rights to acquire interests or securities,  cash or other property,  or any combination of the foregoing,  to be received by any of the interest holders of the domestic converting entity under the plan.
(b) The public organizational document or private organizational documents of the domestic converted entity that will be in effect immediately after the conversion becomes effective,  except for changes that do not require approval of the interest holders of the domesticated converted entity under its governing statute or organizational documents.
(c) Any other terms or conditions of the plan if the change would adversely affect the interest holder in any material respect.
B. After a plan of conversion has been approved by a domestic converting entity and before a statement of conversion becomes effective pursuant to section 29-2405,  the plan may be abandoned by the domestic converting entity,  subject to any contractual rights:
1. As provided in the plan.
2. If not provided in the plan,  either:
(a) By the governors of the domestic converting entity,  unless prohibited by the plan.
(b) In the same manner as the plan was approved.
C. If a statement of conversion has been delivered for filing with the appropriate filing authority,  the plan of conversion may be abandoned only if the statement of conversion sets forth a delayed effective date under section 29-2405,  subsection B,  paragraph 3. A plan of conversion may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment,  signed on behalf of the domestic converting entity. A statement of abandonment takes effect on delivery for filing,  and the conversion is abandoned and does not become effective. The statement of abandonment must contain all of the following:
1. The name of the domestic converting entity.
2. The date on which the statement of conversion was filed.
3. A statement that the conversion has been abandoned in accordance with this section.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2407 - Ineffectiveness of conversion due to law of foreign jurisdiction

29-2407.
Ineffectiveness of conversion due to law of foreign jurisdiction
A. If a statement of conversion is filed with the appropriate filing authority but the conversion is not authorized by the law of the relevant foreign jurisdiction as required by either section 29-2401,  subsection A,  paragraph 2 or subsection B,  the conversion is ineffective. A statement of ineffectiveness of conversion must be signed on behalf of the entity on behalf of which the statement of conversion was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.
B. The statement of ineffectiveness of conversion must contain each of the following,  if applicable:
1. The name of the entity that attempted the conversion.
2. The date on which the statement of conversion was filed.
3. A statement that the conversion was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.
4. If another entity has adopted the name of the entity that attempted the conversion,  or if another person has adopted as a trade name the name of that entity,  the entity that attempted the conversion must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and,  if attached,  is deemed to be delivered to the appropriate filing authority for filing.
C. The entity that attempted the conversion is both:
1. Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted conversion,  unless the entity establishes that the obligation was not incurred in good faith.
2. Deemed to have appointed the appropriate filing authority as its agent for service of process for any action arising under this section unless the entity is a domestic entity or a qualified foreign entity.
D. If they were acting in good faith,  the entity that attempted the conversion and its interest holders,  governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective conversion under any law of this state pertaining to:
1. The filing of a false or otherwise misleading or inaccurate document.
2. The making of a false or otherwise misleading or inaccurate statement.
3. Any similar matter.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2501 - Domestication authorized; definition

29-2501.
Domestication authorized;  definition
A. By complying with this article,  a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.
B. A foreign entity may become a domestic entity of the same type in this state under this article if the domestication is authorized by the law of the foreign entity's jurisdiction of organization.
C. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication,  the provision applies to a domestication of the entity as if the domestication were a merger until the agreement is amended after the effective date of this section.
D. " Domestic entity" ,  when used in this article in reference to a foreign jurisdiction,  means an entity whose internal affairs are governed by the law of the foreign jurisdiction.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2502 - Plan of domestication

29-2502.
Plan of domestication
A. A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain all of the following:
1. The name and type of the domesticating entity.
2. The name and jurisdiction of organization of the domesticated entity.
3. The manner of converting the interests in the domesticating entity into interests,  securities,  obligations,  rights to acquire interests or securities,  cash or other property or any combination of the foregoing.
4. The proposed public organizational document of the domesticated entity if it is a filing entity.
5. The full text of the private organizational documents of the domesticated entity that are proposed to be in a record.
6. The other terms and conditions of the domestication,  if any.
7. Any other provision required by the laws of this state or the organizational documents of the domesticating entity.
B. A plan of domestication may contain any other provision not prohibited by law.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2503 - Approval of domestication

29-2503.
Approval of domestication
A. A plan of domestication is not effective unless it has been approved both:
1. By a domestic domesticating entity:
(a) In accordance with the requirements,  if any,  in its governing statute and organizational documents for approval of a domestication.
(b) If neither the governing statute nor its organizational documents provide for approval of a domestication,  in accordance with the requirements,  if any,  in its governing statute or organizational documents for approval of a merger between unaffiliated entities,  as if the domestication were a merger.
(c) If neither its governing statute nor its organizational documents provide for approval of a domestication or a merger,  by all of the interest holders of the entity entitled to vote on or consent to any matter or,  if there are no such interest holders,  by all of the governors of the entity.
2. In a record by each interest holder of a domestic domesticating entity that will have interest holder liability for obligations that arise after the domestication becomes effective,  unless both:
(a) The organizational documents of the entity expressly provide in a record for the approval of a domestication or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.
(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.
B. A domestication of a foreign domesticating entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2504 - Amendment or abandonment of plan of domestication

29-2504.
Amendment or abandonment of plan of domestication
A. A plan of domestication of a domestic domesticating entity may be amended either:
1. In the same manner as the plan was approved,  if the plan does not provide for the manner in which it may be amended.
2. By the governors or interest holders of the entity in the manner provided in the plan,  except that an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change any of the following:
(a) The amount or kind of interests,  securities,  obligations,  rights to acquire interests or securities,  cash or other property or any combination of the foregoing,  to be received by any of the interest holders of the domesticating entity under the plan.
(b) The public organizational document or private organizational documents of the domestic domesticated entity that will be in effect immediately after the domestication becomes effective,  except for changes that do not require approval of the interest holders of the domestic domesticated entity under its governing statute or organizational documents.
(c) Any other terms or conditions of the plan if the change would adversely affect the interest holder in any material respect.
B. After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective pursuant to section 29-2505,  the plan may be abandoned by the domestic domesticating entity,  subject to any contractual rights as follows:
1. As provided in the plan.
2. If not provided in the plan,  either:
(a) By the governors of the domestic domesticating entity,  unless prohibited by the plan.
(b) In the same manner as the plan was approved.
C. If a statement of domestication has been delivered for filing with the appropriate filing authority,  the plan of domestication may be abandoned only if the statement of domestication sets forth a delayed effective date under section 29-2505,  subsection B,  paragraph 3. Such a plan of domestication may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment,  signed on behalf of the domestic domesticating entity. A statement of abandonment takes effect on delivery for filing,  and the domestication is abandoned and does not become effective. The statement of abandonment must contain:
1. The name of the domestic domesticating entity.
2. The date on which the statement of domestication was filed.
3. A statement that the domestication has been abandoned in accordance with this section.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2507 - Ineffectiveness of domestication due to law of foreign jurisdiction

29-2507.
Ineffectiveness of domestication due to law of foreign jurisdiction
A. If a statement of domestication is filed with the appropriate filing authority but the domestication is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2501,  subsection A or B,  the domestication is ineffective. A statement of ineffectiveness of domestication must be signed on behalf of the entity on behalf of which the statement of domestication was signed and must be delivered for filing with the appropriate filing authority to reflect the ineffectiveness in the public record.
B. The statement of ineffectiveness of domestication must contain each of the following,  if applicable:
1. The name of the entity that attempted the domestication.
2. The date on which the statement of domestication was filed.
3. A statement that the domestication was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.
4. If another entity has adopted the name of the entity that attempted the domestication,  or if another person has adopted as a trade name the name of the entity,  the entity that attempted the domestication must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and,  if attached,  is deemed to be delivered to the appropriate filing authority for filing.
C. The entity that attempted the domestication is both:
1. Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted domestication unless the entity establishes that the obligation was not incurred in good faith.
2. Deemed to have appointed the appropriate filing authority as its agent for service of process for any action arising under this section,  unless the entity is a domestic entity or a qualified foreign entity.
D. If they were acting in good faith,  the entity that attempted the domestication and its interest holders,  governors and other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective domestication under any law of this state pertaining to:
1. The filing of a false or otherwise misleading or inaccurate document.
2. The making of a false or otherwise misleading or inaccurate statement.
3. Any similar matter.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2601 - Division authorized

29-2601.
Division authorized
A. By complying with this article,  a domestic entity may divide into either:
1. The dividing entity and one or more new entities,  whether domestic or foreign.
2. Two or more new entities,  whether domestic or foreign.
B. A foreign entity may be created by the division of a domestic entity under this article only if the division is authorized by the law of the foreign entity's jurisdiction of organization.
C. A domestic entity may be created by the division of a foreign entity under this article only if the division is authorized by the law of the foreign entity's jurisdiction of organization.
D. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a division,  the provision applies to a division of the entity as if the division were a merger until the agreement is amended after the effective date of this section.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2602 - Plan of division

29-2602.
Plan of division
A. A domestic entity may divide under this article by approving a plan of division. The plan of division must be in a record and contain all of the following:
1. The name and type of the dividing entity.
2. A statement as to whether the dividing entity will survive the division.
3. The name,  jurisdiction of organization and type of each new resulting entity.
4. The manner of all of the following:
(a) Converting the interests in the dividing entity into interests,  securities,  obligations,  rights to acquire interests or securities,  cash or other property or any combination of the foregoing.
(b) Allocating between or among the resulting entities the property of the dividing entity that will not be owned by all of the resulting entities as tenants in common pursuant to section 29-2606,  subsection A,  paragraph 4 and those obligations of the dividing entity as to which not all of the resulting entities will be liable jointly and severally pursuant to section 29-2607.
(c) Distributing the interests in the resulting entities created in the division.
5. The proposed public organizational document,  if any,  of each new resulting entity and the full text of its private organizational documents that are proposed to be in a record.
6. If the dividing entity will survive the division and is a filing entity,  any proposed amendments to its public organizational document.
7. If the dividing entity will survive the division,  any proposed amendments to its private organizational documents that are in a record.
8. The other terms and conditions of the division,  if any.
9. Any other provisions required by the laws of this state or the organizational documents of the dividing entity.
B. A plan of division may contain any other provision not prohibited by law.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2603 - Approval of division

29-2603.
Approval of division
A. A plan of division is not effective unless it has been approved both:
1. By a domestic dividing entity:
(a) In accordance with the requirements,  if any,  in its governing statute and organizational documents for approval of a division.
(b) If neither its governing statute nor its organizational documents provide for approval of a division,  in accordance with the requirements,  if any,  in its governing statute or organizational documents for approval of a merger between unaffiliated entries,  as if the division were a merger.
(c) If neither its governing statute nor its organizational documents provide for approval of a division or a merger,  by all of the interest holders of the entity entitled to vote on or consent to any matter or,  if there are no such interest holders,  by all of the governors of the entity.
2. In a record by each interest holder of a domestic dividing entity that will have interest holder liability for obligations that arise after the division becomes effective,  unless both:
(a) The organizational documents of the entity expressly provide in a record for the approval of a division or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.
(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.
B. A division of a foreign entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2604 - Amendment or abandonment of plan of division

29-2604.
Amendment or abandonment of plan of division
A. A plan of division of a domestic dividing entity may be amended either:
1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended.
2. By the governors or interest holders of the entity in the manner provided in the plan,  except that an interest holder that was entitled to vote on or consent to approval of the division is entitled to vote on or consent to any amendment of the plan that will change any of the following:
(a) The amount or kind of interests,  securities,  obligations,  rights to acquire interests or securities,  cash or other property or any combination of the foregoing,  to be received by any of the interest holders of the domestic dividing entity under the plan.
(b) The public organizational document or private organizational documents of any of the resulting entities that will be in effect immediately after the division becomes effective,  except for changes that do not require approval of the interest holders of the applicable resulting entity under its governing statute or organizational documents.
(c) Any other terms or conditions of the plan,  if the change would adversely affect the interest holder in any material respect.
B. After a plan of division has been approved by a domestic dividing entity and before a statement of division becomes effective pursuant to section 29-2605,  the plan may be abandoned:
1. As provided in the plan.
2. If not provided in the plan,  either:
(a) By the governors of the domestic dividing entity,  unless prohibited by the plan.
(b) In the same manner as the plan was approved.
C. If a statement of division has been delivered for filing with the appropriate filing authority,  the plan of division may be abandoned only if the statement of division sets forth a delayed effective date under section 29-2605,  subsection B,  paragraph 4. A plan of division may be abandoned by delivering for filing with the appropriate filing authority on or before that delayed effective date a statement of abandonment,  signed on behalf of the domestic dividing entity. A statement of abandonment takes effect on delivery for filing,  and the division is abandoned and does not become effective. The statement of abandonment must contain all of the following:
1. The name of the domestic dividing entity.
2. The date on which the statement of division was filed.
3. A statement that the division has been abandoned in accordance with this section.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2608 - Ineffectiveness of division due to law of foreign jurisdiction

29-2608.
Ineffectiveness of division due to law of foreign jurisdiction
A. If a statement of division is filed with the appropriate filing authority but the division is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2601,  subsection B or C,  the division is ineffective. A statement of ineffectiveness of division must be signed on behalf of the entity on behalf of which the statement of division was signed and must be delivered for filing with the appropriate filing authority to reflect the ineffectiveness in the public record.
B. The statement of ineffectiveness of division must contain each of the following,  if applicable:
1. The name of the entity that attempted the division.
2. The date on which the statement of division was filed.
3. A statement that the division was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.
4. If another entity has adopted the name of the entity that attempted the division,  or if another person has adopted as a trade name the name of that entity,  the entity that attempted the division must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and,  if attached,  is deemed to be delivered to the appropriate filing authority for filing.
C. The entity that attempted the division is both:
1. Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted division,  unless the entity establishes that the obligation was not incurred in good faith.
2. Deemed to have appointed the appropriate filing authority as its agent for service of process for any action arising under this section,  unless the entity is a domestic entity or a qualified foreign entity.
D. If they were acting in good faith,  the entity that attempted the division and its interest holders,  governors and other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective division under any law of this state pertaining to:
1. The filing of a false or otherwise misleading or inaccurate document.
2. The making of a false or otherwise misleading or inaccurate statement.
3. Any similar matter.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-2702 - Relation to electronic signatures in global and national commerce act

29-2702.
Relation to electronic signatures in global and national commerce act
This chapter modifies,  limits and supersedes the electronic signatures in global and national commerce act (P.L. 106-229;  114 Stat. 464;  15 United States Code sections 7001 through 7031) but does not modify,  limit or supersede 15 United States Code section 7001(c) or authorize electronic delivery of any of the notices described in 15 United States Code section 7003(b).
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3103 - Knowledge; notice

29-3103.
Knowledge;  notice
A. A person knows a fact if the person either:
1. Has actual knowledge of the fact.
2. Is deemed to know the fact under law other than this chapter.
B. A person has notice of a fact if the person either:
1. Has reason to know the fact from all of the facts known to the person at the time in question.
2. Is deemed to have notice of the fact under subsection D of this section.
C. Subject to section 29-3210,  subsection F,  a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course,  whether or not those steps cause the other person to know the fact.
D. A person that is not a member is deemed to have notice of a limited liability company's:
1. Dissolution ninety days after a notice of winding up under section 29-3702,  subsection B,  paragraph 2,  subdivision (a) becomes effective.
2. Termination ninety days after the articles of termination under section 29-3702,  subsection B,  paragraph 2,  subdivision (f) become effective.
3. Participation in a merger,  interest exchange,  conversion,  domestication or division ninety days after a statement of merger,  interest exchange,  conversion,  domestication or division under article 10 of this chapter become effective.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3106 - Operating agreement; effect on limited liability company and persons becoming members; preformation agreement

29-3106.
Operating agreement;  effect on limited liability company and persons becoming members;  preformation agreement
A. A limited liability company is bound by and may enforce the operating agreement,  whether or not the company has itself manifested assent to the operating agreement.
B. A person that becomes a member is deemed to assent to the operating agreement.
C. Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that on the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that on the formation of the company the terms will become the operating agreement.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3107 - Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company

29-3107.
Operating agreement;  amendment;  effect on third parties and relationship to records effective on behalf of limited liability company
A. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
B. The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject to section 29-3409,  subsections D and L,  an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:
1. Is effective with regard to any debt,  obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member.
2. Is not effective to the extent the amendment imposes a new debt,  obligation or other liability on the transferee or person dissociated as a member.
C. If a record delivered by a limited liability company to the commission for filing becomes effective and contains a provision that would be ineffective under section 29-3105,  subsection C if contained in the operating agreement,  the provision is ineffective in the record.
D. Subject to subsection C of this section,  if a record delivered by a limited liability company to the commission for filing becomes effective and conflicts with a provision of the operating agreement:
1. The agreement prevails as to members,  persons dissociated as members,  transferees and managers.
2. The record prevails as to other persons to the extent they reasonably rely on the record.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3108 - Nature, purpose and duration of limited liability company

29-3108.
Nature,  purpose and duration of limited liability company
A. A limited liability company is an entity distinct from its member or members.
B. Except as provided in subsections C and D of this section,  a limited liability company may have any lawful purpose,  regardless of whether the purpose is for profit.
C. A limited liability company may not engage in the business of banking.
D. A limited liability company may not be an insurer as defined in section 20-104 unless as a title insurance agent as defined in section 20-1562 or as a pure captive insurer as defined in section 20-1098 that is expressly authorized by the director of the department of insurance and financial institutions pursuant to title 20. For the purposes of title insurance transactions or pure captive insurance business,  the members of the company are individually responsible,  equally and ratably,  and not one for another,  for all contracts,  debts and engagements of the company,  to the extent of the amount of each member's initial investment in the company.
E. A limited liability company has perpetual duration.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3110 - Application to existing relationships

29-3110.
Application to existing relationships
A. Before September 1,  2020,  this chapter applies only to the following:
1. A limited liability company that is formed,  converted or domesticated on or after September 1,  2019 or a registered foreign limited liability company that is registered in this state on or after September 1,  2019.
2. A limited liability company that is formed,  converted or domesticated before September 1,  2019 and that elects,  in the manner provided in its operating agreement or by law for amending the operating agreement,  to be subject to this chapter.
B. On and after September 1,  2020,  this chapter applies to all limited liability companies and foreign limited liability companies.
C. For the purposes of applying this chapter to:
1. A limited liability company formed before September 1,  2019,  the company's known place of business is deemed to be its principal address and the street address of the company's statutory agent is deemed to be the mailing address of the statutory agent.
2. A registered foreign limited liability company that is registered,  in this state before September 1,  2019,  the address of the foreign company specified in the foreign company's certificate of registration is deemed to be its principal address and the street address of the foreign company's statutory agent is deemed to be the mailing address of the statutory agent.
D. This chapter does not affect the validity or enforceability of any provision of an operating agreement that was valid or enforceable under any prior statute that was in effect at the time the provision became part of the operating agreement.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3113 - Reservation of name

29-3113.
Reservation of name
A. A person may reserve the exclusive use of a name that complies with section 29-3112 by delivering an application to the commission for filing. The application must state the name and address of the applicant and the name to be reserved. If the commission finds that the name is available,  the commission shall reserve the name for the applicant's exclusive use for one hundred twenty days.
B. The owner of a reserved name may transfer the reservation to another person by delivering to the commission a signed notice in a record of the transfer that states the name and address of the person to which the reservation is being transferred.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3114 - Registration of name by a foreign limited liability company

29-3114.
Registration of name by a foreign limited liability company
A. A foreign limited liability company not registered to do business in this state under article 9 of this chapter may register its name,  or an alternate name adopted pursuant to section 29-3906,  if the name is distinguishable on the records of the commission or the secretary of state from the names that are not available under section 29-3112.
B. To register its name or an alternate name adopted pursuant to section 29-3906,  a foreign limited liability company must deliver to the commission for filing an application stating the company's name,  the jurisdiction and the date of its formation and any alternate name adopted pursuant to section 29-3906. If the commission finds that the name applied for is available,  the commission shall register the name for the applicant's exclusive use.
C. The registration of a name under this section is effective for one year after the date of registration.
D. A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering,  not earlier than three months before the expiration of the registration,  to the commission for filing a renewal application that complies with this section. When filed,  the renewal application renews the registration for a succeeding one-year period.
E. A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3115 - Statutory agent

29-3115.
Statutory agent
A. Each limited liability company and each registered foreign limited liability company shall designate and maintain a statutory agent in this state. Unless the statutory agent signed the document making the appointment,  the appointment of a statutory agent is not effective until the agent or the company delivers a record to the commission signed by the agent accepting the appointment.
B. A statutory agent for a limited liability company or registered foreign limited liability company must have a place of business or residence in this state. A statutory agent must be either an individual resident of this state,  a domestic corporation,  a limited liability company,  a foreign corporation or a foreign limited liability company authorized to transact business in this state.
C. The only duties under this chapter of a statutory agent that has complied with this chapter are:
1. To forward to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the company or foreign company any process,  notice or demand pertaining to the company or foreign company that is served on or received by the agent.
2. If the statutory agent resigns,  to provide the notice required by section 29-3117,  subsection C to the company or foreign company at the address most recently supplied to the agent by the company or foreign company.
3. To keep current the information with respect to the agent in the articles of organization or foreign registration statement.