reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3703 - Rescinding dissolution

29-3703.
Rescinding dissolution
A. A limited liability company may rescind its dissolution,  unless the articles of termination applicable to the company have become effective,  a court of competent jurisdiction has entered an order under section 29-3701,  subsection A,  paragraph 4 dissolving the company or the commission has dissolved the company under section 29-3708.
B. Rescinding dissolution under this section requires all of the following:
1. The affirmative vote or consent of each member or,  if the company has no members,  the consent of all transferees to the rescission and to the admission of one or more members.
2. If the limited liability company has delivered to the commission for filing a notice of winding up and the notice has not become effective,  delivery to the commission for filing of a statement of withdrawal under section 29-3208 that is applicable to the notice of winding up.
3. If the limited liability company has delivered to the commission for filing a notice of winding up and the notice has become effective,  delivery to the commission for filing of a statement of correction under section 29-3209 stating the name of the company and that dissolution and winding up have been rescinded under this section.
C. If a limited liability company rescinds its dissolution,  all of the following apply:
1. The company resumes carrying on its activities and affairs as if dissolution had never occurred.
2. Subject to paragraph 3 of this subsection,  any liability incurred by the company after the dissolution and before the rescission becomes effective is determined as if dissolution had never occurred.
3. The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3704 - Known claims against dissolved limited liability company

29-3704.
Known claims against dissolved limited liability company
A. Except as otherwise provided in subsection D of this section,  a dissolved limited liability company may give notice of a known claim under subsection B of this section and the notice has the effect provided in subsection C of this section.
B. A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must comply with all of the following:
1. Specify the information required to be included in a claim.
2. State that a claim must be in writing and provide a mailing address to which the claim is to be sent.
3. State the deadline for receipt of a claim,  which may not be less than one hundred twenty days after the date the notice is received by the claimant.
4. State that the claim will be barred if not received by the deadline.
C. A claim against a dissolved limited liability company is barred if the requirements of subsection B of this section are met and either of the following occurs:
1. The claim is not received by the specified deadline.
2. The claim is timely received but rejected by the company and both of the following occur:
(a) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than ninety days after the claimant receives the notice.
(b) The claimant does not commence the required action within ninety days after the claimant receives the notice.
D. This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that is contingent on the date of dissolution.
E. This section does not affect or prevent the enforcement of any mortgage,  pledge or other lien on the limited liability company's property or,  to the limits of the insurance protection only,  any proceeding to establish liability of the company for which it is protected by liability insurance.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3705 - Other claims against dissolved limited liability company

29-3705.
Other claims against dissolved limited liability company
A. A dissolved limited liability company that has filed a notice of winding up may require persons having claims against the company to present them in accordance with a notice to claimants in conformity with this section.
B. A notice under subsection A of this section must:
1. Be filed with the commission and published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal address is located or,  if the principal address is not located in this state,  in the county in which the office of the company's statutory agent is or was last located.
2. Describe the information required to be contained in a claim,  state that the claim must be in writing and provide a mailing address to which the claim is to be sent.
3. State that a claim against the company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice or the date of filing the notice with the commission,  whichever is later.
C. If a dissolved limited liability company files and publishes a notice in accordance with subsection B of this section,  the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three years after the publication of the notice or the date of filing the notice with the commission,  whichever is later:
1. A claimant that did not receive notice in a record under section 29-3704.
2. A claimant whose claim was timely sent to the company but not acted on.
3. A claimant whose claim is contingent at,  or based on an event occurring after,  the date of dissolution.
D. A claim not barred under this section or section 29-3704 may be enforced:
1. Against a dissolved limited liability company to the extent of its undistributed assets.
2. Except as otherwise provided in section 29-3706,  if assets of the company have been distributed after dissolution,  against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution,  whichever is less,  but a person's total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution.
E. This section does not affect or prevent the enforcement of any mortgage,  pledge or other lien on the limited liability company's property or,  to the limits of the insurance protection only,  any proceeding to establish liability of the company for which it is protected by liability insurance.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3706 - Court proceedings

29-3706.
Court proceedings
A. A dissolved limited liability company that has filed and published a notice under section 29-3705 may file an application with the superior court in the county where the company's principal address is located or,  if the principal address is not located in this state,  in the county where the office of its statutory agent is or was last located for a determination of the amount and form of security to be provided for the payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the company and that either:
1. At the time of application either:
(a) Are contingent.
(b) Have not been made known to the company.
2. Are based on an event occurring after the date of dissolution.
B. Security is not required for any claim that is or is reasonably anticipated to be barred under section 29-3705.
C. Not later than ten days after the filing of an application under subsection A of this section,  the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.
D. In a proceeding under this section,  the court may appoint a person to represent all claimants whose identities are unknown. The reasonable fees and expenses of the person,  including all reasonable expert witness fees,  must be paid by the dissolved limited liability company.
E. A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection A of this section satisfies the company's obligations with respect to claims that are contingent,  have not been made known to the company or are based on an event occurring after the date of dissolution and such claims may not be enforced against a member or transferee on account of assets received in liquidation.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3707 - Disposition of assets in winding up

29-3707.
Disposition of assets in winding up
A. In winding up its activities and affairs,  a limited liability company shall apply its assets to discharge the company's obligations to creditors,  including members that are creditors.
B. After a limited liability company complies with subsection A of this section,  any surplus assets must be distributed in the following order,  subject to any charging order in effect under section 29-3503:
1. To each person owning a transferable interest that reflects contributions made and not previously returned,  an amount equal to the value of the unreturned contributions.
2. Among persons owning transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the company.
C. If a limited liability company does not have sufficient surplus assets to comply with subsection B,  paragraph 1 of this section,  any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.
D. All distributions made under subsections B and C of this section must be paid in money.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3708 - Administrative dissolution

29-3708.
Administrative dissolution
A. The commission may commence a proceeding under subsection B of this section to dissolve a limited liability company administratively if the company does not do any of the following:
1. Pay any fee or penalty required to be paid to the commission not later than sixty days after the fee or penalty is due.
2. Have a statutory agent in this state for at least sixty consecutive days.
3. Have a principal address for at least sixty consecutive days.
4. Notify the commission within sixty days after its statutory agent or principal address has changed or its statutory agent has resigned.
5. Amend its articles of organization or file a statement of change or a statement of correction as required by section 29-3202.
6. Respond to interrogatories as prescribed in section 29-3212.
B. If the commission determines that one or more grounds exist for administratively dissolving a limited liability company,  the commission shall deliver to the company a notice in a record of the commission's determination by delivering the notice to the address of the company's statutory agent or,  if the company does not have a statutory agent or the statutory agent's address is invalid,  to the company's principal address.
C. If a limited liability company,  not later than sixty days after delivery of the notice under subsection B of this section,  does not cure or demonstrate to the satisfaction of the commission the nonexistence of each ground determined by the commission,  the commission shall administratively dissolve the company by issuing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The commission shall file the statement and deliver a copy to the company by delivering the statement to the address of the company's statutory agent or,  if the company does not have a statutory agent or the statutory agent's address is invalid,  to the company's principal address.
D. A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under sections 29-3702,  29-3704,  29-3705,  29-3706 and 29-3707 or to apply for reinstatement under section 29-3709.
E. The administrative dissolution of a limited liability company does not terminate the authority of its statutory agent.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3709 - Reinstatement

29-3709.
Reinstatement
A. A limited liability company that is administratively dissolved under section 29-3708 may apply to the commission for reinstatement not later than six years after the effective date of dissolution.
B. If the limited liability company has not applied for reinstatement within six months after the effective date of the administrative dissolution,  the commission shall release the company's name for use in accordance with this chapter or by a person intending to register the name as a trademark pursuant to section 44-1460.
C. The application must state all of the following:
1. The name of the company at the time of its administrative dissolution.
2. The name and address of the company's statutory agent and,  if different,  the principal address of the company.
3. That the grounds for dissolution did not exist or have been cured.
D. If another person has adopted the name of the limited liability company as an entity or partnership name or as a trade name or trademark,  the company shall deliver for filing,  simultaneously with delivery of the application for reinstatement,  articles of amendment that adopt a new name for the company.
E. To be reinstated,  a limited liability company must pay all fees and penalties that were due to the commission at the time of the company's administrative dissolution and all fees and penalties that would have been due to the commission while the company was administratively dissolved.
F. If the commission determines that an application under subsection A of this section contains the required information,  is satisfied that the information is correct,  determines that subsection D of this section has been complied with,  if applicable,  and determines that all payments required to be made to the commission under subsection E of this section have been made,  the commission shall do all of the following:
1. Cancel the statement of administrative dissolution and issue a statement of reinstatement that states the commission's determination and the effective date of reinstatement.
2. File the statement of reinstatement.
3. Deliver a copy of the statement of reinstatement to the limited liability company.
G. When reinstatement under this section has become effective,  the following rules apply:
1. The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.
2. The limited liability company resumes carrying on its activities and affairs as if the administrative dissolution had not occurred.
3. The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3710 - Judicial review of denial of reinstatement

29-3710.
Judicial review of denial of reinstatement
A. If the commission denies a limited liability company's application for reinstatement following administrative dissolution,  the commission shall deliver to the company a notice in a record that explains the reasons for the denial to the address of the company's statutory agent or,  if the company does not have a statutory agent or the statutory agent's address is invalid,  to the company's principal address.
B. A limited liability company that has been administratively dissolved and that is denied reinstatement by the commission pursuant to this section may bring an action against the commission in superior court to review the commission's refusal to reinstate the company. The action by the company shall be brought within six months after the commission's refusal becomes final. The superior court shall hear and determine the action as a trial de novo. In any such action,  the burden of proof shall be on the company.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3802 - Derivative action

29-3802.
Derivative action
A member may maintain a derivative action to enforce a right of a limited liability company if either of the following applies:
1. The member first makes a demand on the other members in a member-managed limited liability company or the managers of a manager-managed limited liability company that requests that the members or managers cause the company to bring an action to enforce the right and ninety days have expired from the date the demand was made,  except that the expiration of ninety days is not necessary if any of the following apply:
(a) The member has earlier been notified that the demand has been rejected by the company.
(b) The statute of limitations will expire within the ninety days.
(c) Irreparable injury to the company would result by waiting for the expiration of the ninety-day period.
2. A demand under paragraph 1 of this section would be futile.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3803 - Proper plaintiff

29-3803.
Proper plaintiff
A person may maintain a derivative action to enforce a right of a limited liability company only if the person is a member at the time the action is commenced and either:
1. The person was a member when the conduct giving rise to the action occurred.
2. The person's status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from another person that was a member at the time of the conduct.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3806 - Proceeds and expenses; voluntary dismissal or settlement

29-3806.
Proceeds and expenses;  voluntary dismissal or settlement
A. Except as otherwise provided in subsection B or C of this section or section 29-3807,  both of the following apply:
1. Any proceeds or other benefits of a derivative action,  whether by judgment,  compromise or settlement,  belong to the limited liability company and not to the plaintiff.
2. If the plaintiff receives any proceeds,  the plaintiff shall remit them immediately to the company.
B. If a derivative action is successful,  in whole or in part,  the court may award the plaintiff reasonable expenses,  including reasonable attorney fees and costs,  from the recovery of the limited liability company.
C. If the court finds that the derivative action was brought without reasonable cause,  the court may require the plaintiff to pay to the defendants the defendants' reasonable expenses,  including reasonable attorney fees and costs,  incurred in the defense of the action.
D. A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court's approval.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3807 - Other remedies in direct and derivative actions

29-3807.
Other remedies in direct and derivative actions
The court,  in its discretion,  at any stage in a direct or derivative proceeding,  may:
1. Treat a direct action as a derivative action subject to,  or exempt from,  any provisions of this article the court chooses and order recovery to be paid to the limited liability company if the court finds that doing so is reasonably necessary to avoid any of the following:
(a) Unfairly exposing the company or the defendants to a multiplicity of actions.
(b) Materially adversely affecting the interests of the company's creditors.
(c) Interfering with a fair distribution of any recovery among interested persons.
2. Treat a derivative action as a direct action subject to,  or exempt from,  any provisions of this article the court chooses and order recovery to be paid to the plaintiff if the court finds that justice so requires.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3901 - Governing law

29-3901.
Governing law
A. Subject to subsection D of this section,  the law of the jurisdiction of formation of a foreign limited liability company governs both of the following:
1. The internal affairs of the company.
2. The liability of a member as a member and a manager as a manager for a debt,  obligation or other liability of the company.
B. A foreign limited liability company is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state.
C. Registration of a foreign limited liability company to do business in this state does not authorize the foreign company to engage in any activities and affairs or exercise any power that a limited liability company may not engage in or exercise in this state.
D. A foreign limited liability company,  its members and managers and its foreign series,  if any,  have no greater rights and privileges than a domestic limited liability company and its members and managers with respect to transactions in this state and relationships with persons in this state that are not managers or members. A foreign series is liable for the debts,  obligations or other liabilities of the designating foreign company and of any other foreign series of that designating foreign company,  arising out of transactions in this state or relationships with persons in this state and a designating foreign company is liable for such debts,  obligations or other liabilities of each foreign series of that designating foreign company.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3902 - Registration to do business in this state

29-3902.
Registration to do business in this state
A. A foreign limited liability company or a foreign series may not do business in this state until the foreign limited liability company or foreign series registers with the commission under this article.
B. A foreign limited liability company or a foreign series doing business in this state may not maintain an action or proceeding in this state unless the foreign limited liability company or foreign series is registered to do business in this state.
C. The failure of a foreign limited liability company or a foreign series to register to do business in this state does not impair the validity of a contract or act of the foreign company or foreign series or preclude it from defending an action or proceeding in this state.
D. A limitation on the liability of a member or manager of a foreign limited liability company or foreign series is not waived solely because the foreign company or foreign series does business in this state without registering to do business in this state.
E. Section 29-3901 applies even if a foreign limited liability company or foreign series fails to register under this article.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3903 - Foreign registration statement

29-3903.
Foreign registration statement
A. To register to do business in this state,  a foreign limited liability company must deliver a foreign registration statement to the commission for filing. The statement must state all of the following:
1. The name of the foreign company and,  if the name does not comply with section 29-3112,  an alternate name adopted pursuant to section 29-3906,  subsection A.
2. That the foreign company is a foreign limited liability company.
3. The jurisdiction of formation of the foreign company.
4. The principal address of the foreign company and,  if the law of the jurisdiction of formation requires the foreign company to maintain an office in that jurisdiction,  the address of the office or,  if no office is required to be maintained,  the name and the street address of the statutory agent in the jurisdiction of formation.
5. The name and street address of the statutory agent in this state.
6. Either of the following:
(a) That management of the foreign company is vested in a manager or managers.
(b) That management of the foreign company is reserved to the members.
7. The name and address of either of the following:
(a) If management of the foreign company is vested in a manager or managers,  each person that is a manager and each member that owns a twenty percent or greater interest in the capital or profits of the foreign company.
(b) If management of the foreign company is reserved to the members,  each person that is a member of the foreign company.
B. To register to do business in this state,  a foreign series must deliver a foreign registration statement to the commission for filing. The statement must state all of the following:
1. That the registrant is a foreign series.
2. All of the information required in subsection A of this section in connection with the foreign series.
3. All of the information required in subsection A,  paragraphs 1,  2,  3,  6 and 7 of this section in connection with the designating foreign company of the foreign series.
C. An application for a foreign registration statement that a foreign limited liability company or foreign series submits to the commission under this section shall include a certified copy of its organizational documents on file in its jurisdiction of formation and proof that the foreign company or foreign series existed in the state or country in which it organized within sixty days before delivering the application for filing with the commission.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3904 - Amendment of foreign registration statement

29-3904.
Amendment of foreign registration statement
A registered foreign limited liability company or registered foreign series shall deliver to the commission for filing an amendment to its foreign registration statement if there is a change in any of the information required under section 29-3903,  except that the filing of an amendment under this section is not required for a change in the registered foreign limited liability company's or registered foreign series' statutory agent,  its principal address,  the address of one or more of its managers or members or the address of its statutory agent if the company or series has filed a statement of change under section 29-3116 showing the change.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3905 - Activities not constituting doing business

29-3905.
Activities not constituting doing business
A. Activities of a foreign limited liability company or foreign series that do not constitute doing business in this state under this article include any of the following:
1. Maintaining,  defending,  mediating,  arbitrating or settling an action or proceeding.
2. Carrying on any activity concerning its internal affairs,  including holding meetings of its members or managers.
3. Maintaining accounts in financial institutions.
4. Maintaining offices or agencies for the transfer,  exchange and registration of securities of the foreign company or foreign series or maintaining trustees or depositories with respect to those securities.
5. Selling through independent contractors.
6. Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.
7. Creating or acquiring indebtedness,  mortgages or security interests in property.
8. Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding,  protecting or maintaining property.
9. Conducting an isolated transaction that is not in the course of similar transactions.
10. Owning,  without more,  property.
11. Doing business in interstate commerce.
B. A person does not do business in this state solely by being a member or manager of a foreign limited liability company or foreign series or by being a designating foreign company of a foreign series that does business in this state.
C. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company or foreign series to service of process,  taxation or regulation under the laws of this state other than this chapter.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3906 - Noncomplying name of foreign limited liability company

29-3906.
Noncomplying name of foreign limited liability company
A. A foreign limited liability company or foreign series whose name does not comply with section 29-3112 may not register to do business in this state until it adopts,  for the purpose of doing business in this state,  an alternate name that complies with section 29-3112. After registering to do business in this state with an alternate name,  a foreign company or foreign series shall do business in this state under any of the following:
1. The alternate name.
2. The foreign company's or foreign series' name,  with the addition of its jurisdiction of formation.
3. A name the foreign company or foreign series is authorized to use under section 44-1460.
B. If a registered foreign limited liability company or foreign series changes its name to one that does not comply with section 29-3112,  it may not do business in this state until it complies with subsection A of this section by amending its registration to adopt an alternate name that complies with section 29-3112.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3908 - Withdrawal on dissolution

29-3908.
Withdrawal on dissolution
A. A registered foreign limited liability company or registered foreign series that has dissolved and completed winding up or otherwise has ceased to exist shall deliver a statement of withdrawal to the commission for filing. The statement must state all of the following:
1. The name of the foreign company or foreign series.
2. The jurisdiction of formation of the foreign company or foreign series.
3. That the foreign company or foreign series surrenders its registration to do business in this state.
4. That the foreign company or foreign series has dissolved and completed winding up or otherwise has ceased to exist.
B. After a withdrawal under this section has become effective,  service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to section 29-3119.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3910 - Termination of registration

29-3910.
Termination of registration
A. The commission may terminate the registration of a registered foreign limited liability company or registered foreign series in the manner provided in subsections B and C of this section if the commission receives a duly authenticated certificate from the secretary of state or other official having custody of the company records in the state or country under whose law the foreign company or foreign series is organized stating that the foreign company or foreign series has ceased to exist,  or if the foreign company or foreign series does not do any of the following:
1. Pay,  not later than sixty days after the due date,  any fee or penalty required to be paid to the commission.
2. Have a statutory agent as required by section 29-3115.
3. Have a principal address for at least sixty consecutive days.
4. Notify the commission within sixty days after its statutory agent or principal address has changed or within sixty days after its statutory agent has resigned.
5. Amend its foreign registration statement as required by section 29-3904.
6. Respond to interrogatories as prescribed in section 29-3212.
B. The commission may terminate the registration of a registered foreign limited liability company or registered foreign series by both of the following:
1. Filing a notice of the termination or noting the termination in the records of the commission.
2. Delivering a copy of the notice or the information in the notation to the statutory agent of the foreign company or foreign series or,  if the foreign company or foreign series does not have a statutory agent,  to the principal address of the foreign company or foreign series.
C. The notice must state or the information in the notation must include both of the following:
1. The effective date of the termination,  which must be at least sixty days after the date the commission delivers the copy of the notice or the information in the notation.
2. The grounds for termination under subsection A of this section.
D. The authority of a registered foreign limited liability company or registered foreign series to do business in this state ceases on the effective date of the notice of the termination or notation under subsection B of this section,  unless before that date the foreign company or foreign series cures each ground for termination stated in the notice or notation. If the foreign company or foreign series cures each ground,  the commission shall file a record stating that the foreign company or foreign series cured each ground.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-3911 - Withdrawal of registration

29-3911.
Withdrawal of registration
A. A registered foreign limited liability company or registered foreign series may withdraw its registration by delivering a statement of withdrawal to the commission for filing. The statement of withdrawal must state all of the following:
1. The name of the foreign company or foreign series,  the name of the designating foreign company of the foreign series and the jurisdiction of formation of the foreign company or designating foreign company.
2. That the foreign company or foreign series is not doing business in this state and that it withdraws its registration to do business in this state.
3. That the foreign company or foreign series revokes the authority of its statutory agent to accept service on its behalf in this state.
4. An address to which service of process may be made under subsection B of this section.
B. After the withdrawal of the registration of a foreign limited liability company or foreign series,  service of process in any action or proceeding based on a cause of action arising during the time the foreign company or foreign series was registered to do business in this state may be made pursuant to section 29-3119.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-4001 - Definitions

29-4001.
Definitions
A. In this article,  unless the context otherwise requires:
1. " Plan"  means a plan of merger,  interest exchange,  conversion,  domestication or division,  as applicable.
2. " Transaction"  means a merger,  an interest exchange,  a conversion,  a domestication or a division,  as applicable.
B. Except for terms defined in section 29-3102 or unless the context otherwise requires,  terms used in this article have the same meanings prescribed in chapter 6 of this title.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-4002 - Appraisal rights

29-4002.
Appraisal rights
An interest holder of a domestic limited liability company that is a merging,  converting,  domesticating or dividing entity or the acquired entity in an interest exchange is entitled to contractual appraisal rights in connection with a transaction under this article to the extent provided in the operating agreement or the plan.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-4003 - Entity restructuring transactions

29-4003.
Entity restructuring transactions
A. If a plan is approved as provided by section 29-4004,  a domestic limited liability company may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and:
1. Chapter 6,  article 2 of this title for a merger.
2. Chapter 6,  article 3 of this title for an interest exchange.
3. Chapter 6,  article 4 of this title for a conversion.
4. Chapter 6,  article 5 of this title for a domestication.
5. Chapter 6,  article 6 of this title for a division.
B. The effective time and date of the transaction are as provided in chapter 6 of this title. Except as expressly set forth in this article,  the procedures regarding the effect of and all other aspects of the transaction are governed by chapter 6 of this title.
C. This section does not limit the power of a limited liability company to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-4005 - Statement of merger or other transaction as articles of termination; publication or posting

29-4005.
Statement of merger or other transaction as articles of termination;  publication or posting
A. A statement of merger,  conversion,  domestication or division shall serve as the articles of termination for a domestic limited liability company that is not the surviving or resulting business entity in a transaction.
B. If a statement of merger includes amendments to the articles of organization of a domestic limited liability company,  the document shall be published as provided in section 29-3202,  subsection H,  paragraph 1 or the commission shall input the information into the database as prescribed by section 29-3202,  subsection H,  paragraph 2. The document required to be filed and published or posted shall be styled " statement of merger" .
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-4101 - Definitions

29-4101.
Definitions
In this article,  unless the context otherwise requires:
1. " License"  means a license,  a certificate of registration or any other evidence of the satisfaction of the requirements of a licensing authority for the practice of a professional service.
2. " Licensed person"  means a person who is duly licensed by at least one licensing authority to provide at least one of the categories of professional services rendered by the professional limited liability company.
3. " Licensing authority"  means the officer,  board,  agency,  court or other authority empowered by law to license or otherwise authorize the rendition of a professional service.
4. " Professional limited liability company"  means a limited liability company organized under this chapter for purposes that include rendering one or more categories of professional services.
5. " Professional service"  means a service that may be lawfully rendered only by a licensed person or person otherwise authorized by a licensing authority to render the service.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-4102 - Professional limited liability company formation

29-4102.
Professional limited liability company formation
A. One or more persons may form a professional limited liability company by filing articles of organization with the commission that,  in addition to the information required under section 29-3201,  specify both of the following:
1. That the company is a professional limited liability company.
2. The professional service or services that the professional limited liability company is organized to provide.
B. A limited liability company organized under a law of this state other than this article may elect professional limited liability company status by amending its articles of organization pursuant to section 29-3202 to comply with subsection A of this section and with section 29-4106.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-4103 - Exclusions from article

29-4103.
Exclusions from article
A. This article does not alter the right of licensed persons to perform professional services in any other business form allowed by law.
B. This article does not prohibit a professional limited liability company from employing persons who are not licensed to perform professional services that are rendered by the company if all of the following apply:
1. The unlicensed persons work at the direction or under the supervision of licensed persons.
2. The unlicensed persons do not hold themselves out to the public generally as being authorized to perform the professional services rendered by the company.
3. The unlicensed persons are not prohibited by the licensing authority regulating any of the professional services rendered by the professional limited liability company from being so employed.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-4105 - Special restrictions

29-4105.
Special restrictions
A. A professional limited liability company may render a category of professional services in this state only through its members,  managers,  officers,  agents and employees who are themselves licensed persons qualified in this state to perform that category of professional services. This article does not limit or restrict the operation of any limited liability company or its members,  including any licensed person,  to the extent the company is otherwise authorized under applicable law administered by the licensing authority to render professional services through a limited liability company that is not subject to this article.
B. A professional limited liability company may issue a transferable interest or admit as a member any person unless the company is prohibited from doing so by the licensing authority.
C. A transferable interest in a professional limited liability company may be transferred to any person unless the transfer is prohibited by the licensing authority. A member that transfers a transferable interest in violation of this subsection shall be deemed to have dissociated as a member under section 29-3602.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-4106 - Name

29-4106.
Name
The name of a professional limited liability company authorized to transact business in this state shall satisfy the requirements of section 29-3112,  except that the name shall contain the words " professional limited liability company"  or the abbreviation " P.L.L.C." ,  " P.L.C." ,  " PLLC"  or " PLC"  in uppercase or lowercase letters.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-4108 - Disciplinary powers of regulating licensing authorities

29-4108.
Disciplinary powers of regulating licensing authorities
A. A professional limited liability company may not perform any act that is prohibited to be performed by individuals licensed to perform professional services that are rendered by the company.
B. Each member,  manager,  officer,  agent and employee of a professional limited liability company who is a licensed person in the jurisdiction in which the person performs professional services is subject to the rules and regulations adopted by and the disciplinary powers of the licensing authority or licensing authorities regulating the professional services rendered by the company in the jurisdiction in which the person performs professional services.
2023 Arizona Revised Statutes › Title 29 - Partnership › § 29-4202 - Relation to electronic signatures in global and national commerce act

29-4202.
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,  15 United States Code sections 7001 through 7031,  but does not modify,  limit or supersede section 101(c) of that act,  15 United States Code section 7001(c),  or authorize electronic delivery of any of the notices described in section 103(b) of that act,  15 United States Code section 7003(b).
2023 Arizona Revised Statutes › Title 30 - Power › § 30-101 - Definitions

30-101.
Definitions
In this chapter,  unless the context otherwise requires:
1. " Authority"  means the Arizona power authority.
2. " Commission"  means Arizona power authority commission.
3. " Commodity"  or " commodities"  means electric power or energy.
4. " District"  or " power or water agency"  means power organizations comprehended in this title or water organizations comprehended in title 45,  or both.
5. " Operating units"  means districts,  state agencies,  federal Indian agencies,  cities and towns.
6. " Person"  means and includes natural persons engaged in the distribution of electric power,  mutual and cooperative concerns or organizations by whatever name called,  corporations,  firms,  business trusts and partnerships.
7. " Power"  means electric power or electric energy,  or both.
8. " Project"  or " work"  or " works"  means each and every facility necessary or convenient for producing,  storing,  generating,  firming or transmitting power,  and all rights-of-way,  lands or interests in land,  the use or occupancy of which are necessary or appropriate in the maintenance and operation of all such facilities.
9. " Qualified distributors"  means persons and operating units.
10. " Qualified purchasers"  means persons and operating units privileged under this chapter to purchase power developed on the main stream of the Colorado river.
11. " Retail"  means sales to others than persons or operating units.
12. " State"  means this state.
13. " Transmission lines or systems"  means each and every facility necessary or convenient for receiving electric energy from production or transmission systems and transmitting it to wholesale customers.
14. " Wholesale"  means sales to qualified distributors of power.
15. " Zone"  means an area within a fixed radius or distance from Hoover dam or other point of receipt or production.
2023 Arizona Revised Statutes › Title 30 - Power › § 30-102 - Arizona power authority; powers and jurisdiction

30-102.
Arizona power authority;  powers and jurisdiction
A. The Arizona power authority shall perform the duties and exercise the privileges provided by this chapter.
B. The authority is a body corporate and politic and shall have an official seal which shall be judicially noticed. The principal office of the authority shall be in Phoenix. The authority may sue and be sued in its official corporate name,  make contracts,  hold,  use,  handle,  enjoy,  lease,  sell,  pledge or otherwise dispose of any and all real and personal property,  and shall have all the rights appertaining or belonging to general bodies corporate except as limited,  modified or otherwise provided by this chapter.
C. All electric energy or power coming under authority jurisdiction and all property acquired by it shall be public property,  and as such shall have the tax exemptions,  rights and privileges granted to operating units.
D. If the authority ceases to exist,  all its assets remaining after its obligations and liabilities have been satisfied or discharged shall be ceded and surrendered to the state.
2023 Arizona Revised Statutes › Title 30 - Power › § 30-103 - Administrative powers of authority; compensation of assistants

30-103.
Administrative powers of authority;  compensation of assistants
A. The authority shall determine its organizational structure and methods of procedure in accordance with the provisions of this chapter,  and may adopt,  amend or rescind the routine and general rules,  regulations and forms and prescribe a system of accounts.
B. The authority shall provide necessary records,  including order,  resolution and minute books. It may act,  effectuate,  manifest and record its actions by motion,  resolution,  order or other appropriate method. Minute,  order and resolution records shall be orderly arranged and conveniently indexed. Records of the authority shall be public and open for inspection during business hours.
C. Subject to title 41,  chapter 4,  article 4,  the authority may employ engineering,  accounting,  skilled and other assistants,  define their duties and provide the conditions of employment. All positions shall be filled by persons selected and appointed on a nonpartisan,  fitness and qualification basis.
D. Assistants,  employed under the provisions of this section,  shall receive compensation as determined pursuant to section 38-611.
2023 Arizona Revised Statutes › Title 30 - Power › § 30-104 - Cooperation with land department and director of water resources

30-104.
Cooperation with land department and director of water resources
The authority shall cooperate with the state land department and the director of water resources in the duties and functions of the department and the director relating to this chapter. The authority shall also cooperate with the director of water resources in the planning of the hydroelectric power generation aspects of the development and use of the state's water resources.