There is a newer version of the Arizona Revised Statutes
2012 Arizona Revised Statutes
Title 10 Corporations and Associations
Chapter 1 GENERAL PROVISIONSArticle 2 Filing Documents and Fees- 10-120 Filing requirements
- 10-121 Forms
- 10-122 Filing, service and copying fees; expedited report filing and access; same day and next day services; posted wait times; advance monies; definition
- 10-122.01 Public access fund; purpose; exemption; money on deposit account
- 10-123 Effective time and date of document
- 10-124 Correcting filed document; articles of incorporation; authority to transact business
- 10-125 Filing duty of commission
- 10-127 Evidentiary effect of copy of filed document
- 10-128 Certificate of good standing
- 10-201 Incorporators
- 10-202 Articles of incorporation
- 10-203 Incorporation
- 10-204 Liability for noncorporate transactions
- 10-205 Organization of corporation
- 10-206 Bylaws
- 10-207 Emergency bylaws
- 10-220 Transfer of domicile
- 10-221 Adoption of articles of domestication
- 10-222 Articles of domestication
- 10-223 Certificate of disclosure and certificate of good standing
- 10-224 Recording and publication of articles of domestication
- 10-225 Effect of change of domicile
- 10-226 Transfer of domicile from this state
- 10-501 Known place of business and statutory agent
- 10-502 Change of known place of business or statutory agent
- 10-503 Resignation of statutory agent
- 10-504 Service on corporation
- 10-601 Authorized shares
- 10-602 Terms of class or series determined by board of directors
- 10-603 Issued and outstanding shares
- 10-604 Fractional shares
- 10-620 Subscription for shares
- 10-621 Issuance of shares
- 10-622 Liability of subscribers and shareholders
- 10-623 Share dividends
- 10-624 Share rights, options and warrants
- 10-625 Form and content of certificates
- 10-626 Shares without certificates
- 10-627 Restriction on transfer of shares and other securities; definition
- 10-628 Expense of issue
- 10-629 Adjustment of terms of rights, options and warrants; conditions to exercise of rights, options and warrants
- 10-630 Shareholders' preemptive rights; definition
- 10-631 Corporation's acquisition of its own shares
- 10-701 Annual meeting
- 10-702 Special meeting
- 10-703 Court ordered meeting
- 10-704 Action by shareholders without meeting
- 10-705 Notice of meeting
- 10-706 Waiver of notice
- 10-707 Record date
- 10-708 Participation in shareholders' meeting
- 10-720 Shareholders' list for meeting
- 10-721 Voting entitlement of shares
- 10-722 Proxies
- 10-723 Shares held by nominees
- 10-724 Corporation's acceptance of votes
- 10-725 Quorum and voting requirements for voting groups
- 10-726 Action by single and multiple voting groups
- 10-727 Greater quorum or voting requirements
- 10-728 Voting for directors; cumulative voting
- 10-740 Definitions
- 10-741 Standing
- 10-742 Demand
- 10-743 Stay of proceedings
- 10-744 Dismissal
- 10-745 Discontinuance or settlement
- 10-746 Payment of expenses
- 10-747 Applicability to foreign corporations
- 10-801 Board of directors
- 10-802 Qualification of directors
- 10-803 Number and election of directors
- 10-804 Election of directors by certain classes or series of shareholders
- 10-805 Terms of directors generally
- 10-806 Staggered terms for directors
- 10-807 Resignation of directors
- 10-808 Removal of directors by shareholders
- 10-809 Removal of directors by judicial proceeding
- 10-810 Vacancy on board
- 10-811 Compensation of directors
- 10-820 Meetings
- 10-821 Action by directors without meeting
- 10-822 Notice of meetings
- 10-823 Waiver of notice
- 10-824 Quorum and voting
- 10-825 Committees
- 10-840 Required officers
- 10-841 Duties of officers
- 10-842 Standards of conduct for officers; presumption
- 10-843 Resignation and removal of officers
- 10-844 Contract rights of officers
- 10-850 Definitions
- 10-851 Authority to indemnify
- 10-852 Mandatory indemnification
- 10-853 Advance for expenses
- 10-854 Court ordered indemnification
- 10-855 Determination and authorization of indemnification
- 10-856 Indemnification of officers
- 10-857 Insurance
- 10-858 Application of article
- 10-860 Definitions
- 10-861 Judicial action
- 10-862 Directors' action; definition
- 10-863 Shareholders' action; definition
- 10-1001 Authority to amend
- 10-1002 Amendment by board of directors
- 10-1003 Amendment by board of directors and shareholders
- 10-1004 Voting on amendments by voting groups
- 10-1005 Amendment before issuance of shares
- 10-1006 Articles of amendment
- 10-1007 Restated articles of incorporation
- 10-1008 Amendment pursuant to reorganization
- 10-1009 Effect of amendments
- 10-1020 Amendment by board of directors or shareholders
- 10-1021 Bylaw increasing quorum or voting requirement for shareholders
- 10-1022 Bylaw increasing quorum or voting requirement for directors
- 10-1101 Merger
- 10-1102 Share exchange
- 10-1103 Action on plan of merger or share exchange
- 10-1104 Merger of subsidiary
- 10-1105 Articles of merger or share exchange; publication
- 10-1106 Effect of merger or share exchange
- 10-1107 Merger or share exchange with foreign corporation
- 10-1108 Merger or exchange of shares and interests with a limited liability company, limited partnership or registered limited liability partnership
- 10-1201 Sale of assets in regular course of business and mortgage of assets
- 10-1202 Sale of assets other than in regular course of business
- 10-1320 Notice of dissenters' rights
- 10-1321 Notice of intent to demand payment
- 10-1322 Dissenters' notice
- 10-1323 Duty to demand payment
- 10-1324 Share restrictions
- 10-1325 Payment
- 10-1326 Failure to take action
- 10-1327 After-acquired shares
- 10-1328 Procedure if shareholder dissatisfied with payment or offer
- 10-1401 Dissolution by incorporators or initial directors
- 10-1402 Dissolution by board of directors and shareholders
- 10-1403 Articles of dissolution; effective date of dissolution
- 10-1404 Revocation of dissolution
- 10-1405 Effect of dissolution
- 10-1406 Known claims against dissolved corporation; definition
- 10-1407 Unknown claims against dissolved corporation
- 10-1420 Grounds for administrative dissolution
- 10-1421 Procedure for and effect of administrative dissolution
- 10-1422 Reinstatement following administrative dissolution
- 10-1430 Grounds for judicial dissolution or equitable relief
- 10-1431 Procedure for judicial dissolution or equitable relief
- 10-1432 Receivership
- 10-1433 Decree of dissolution
- 10-1434 Election to purchase in lieu of dissolution
- 10-1501 Authority to transact business required
- 10-1502 Consequences of transacting business without authority; penalty
- 10-1503 Application for authority to transact business
- 10-1504 Delivery of changes; changes requiring new authority
- 10-1505 Effect of grant of authority
- 10-1506 Corporate name of foreign corporation
- 10-1507 Known place of business and statutory agent of foreign corporation
- 10-1508 Change of known place of business or statutory agent of foreign corporation
- 10-1509 Resignation of statutory agent of foreign corporation
- 10-1510 Service on foreign corporation
- 10-1520 Withdrawal of foreign corporation
- 10-1521 Withdrawal by duly authorized officers; foreign corporations
- 10-1601 Corporate records
- 10-1602 Inspection of records by shareholders
- 10-1603 Scope of inspection right; charge
- 10-1604 Court‑ordered inspection
- 10-1620 Financial statements for shareholders
- 10-1621 Other reports to shareholders
- 10-1622 Annual report
- 10-1623 Statement of bankruptcy or receivership; interrogatories before subsequent incorporation; violation; classification; definitions
- 10-1630 Certificate of good standing; license and registration renewal
- 10-1631 Civil liability for false statements
- 10-1632 Interrogatory or signature violations; corporate records; classification
- 10-1633 Interrogatories by the commission
- 10-1634 Information disclosed by interrogatories
- 10-1635 Certified copies received in evidence
- 10-1701 Application to existing domestic corporations
- 10-1702 Application to qualified foreign corporations
- 10-1801 Law applicable to close corporations
- 10-1802 Definitions
- 10-1803 Mandatory provisions of articles of incorporation
- 10-1804 Optional provisions of articles of incorporation
- 10-1805 Managers
- 10-1806 Settlement of disputes; arbitration
- 10-1807 Option to dissolve
- 10-1808 Purposes
- 10-1809 Capital units, transfers and encumbrances
- 10-1810 Definition of relative rights of capital units
- 10-1811 Changes in investor relationships
- 10-1812 Variable relative rights
- 10-1813 Limitation of liability
- 10-1814 Appointment of conservator
- 10-1815 Involuntary dissolution or liquidation pursuant to court order
- 10-1816 Court relief other than dissolution, liquidation or appointment of conservator
- 10-1817 Merger of close corporations
- 10-1818 Conversion of corporate status
- 10-1841 Claim for unclaimed shares or dividends
- 10-1842 Payment of claim
- 10-1843 Court action upon refusal to pay claim
- 10-1871 Definitions
- 10-1872 Classifications of business trusts
- 10-1873 Form of association authorized
- 10-1874 Required delivery to commission; certified copy of trust instrument
- 10-1876 Amendments to trust instrument; filing; recordation
- 10-1877 Powers; construction of instrument; binding effect of terms and conditions
- 10-1878 Taxation
- 10-1879 Corporation laws applicable
- 10-2001 Definitions
- 10-2002 Law governing associations
- 10-2003 Requirements for formation; limitation on association profits
- 10-2004 Articles of incorporation; amendments
- 10-2005 Powers of association
- 10-2006 Bylaws; renewal upon expiration of contract period
- 10-2007 By‑laws concerning property rights of members; amendment
- 10-2008 Eligibility for membership
- 10-2009 Membership certificates; voting; liability
- 10-2010 Appraisal of interest and payment upon withdrawal or expulsion of member
- 10-2011 General powers of directors; election; compensation
- 10-2012 Organization of board of directors
- 10-2013 Removal of officer or director
- 10-2014 General and special meetings of association; notice
- 10-2015 Referral to membership
- 10-2016 Marketing contract; remedies for breach
- 10-2017 Pilot agreement; list of other agreements; recording
- 10-2018 Investments; limitation; disposition of profits
- 10-2019 Annual reports
- 10-2020 License and other fees; tax exemption
- 10-2021 Distribution of unclaimed reserves
- 10-2022 Associations not deemed in restraint of trade
- 10-2023 Inducing breach of contract; spreading false report; classification
- 10-2024 Producer‑distributor agreement not to join, become or remain member of cooperative or trade association
- 10-2025 Exemption from security law
- 10-2051 Definitions
- 10-2052 Purpose
- 10-2053 Requirements for formation
- 10-2054 Name
- 10-2055 Articles of incorporation
- 10-2056 Amendment of articles
- 10-2057 Powers of electric cooperative
- 10-2058 Board of directors; compensation; term; quorum
- 10-2059 Officers of cooperative
- 10-2060 Members in cooperative
- 10-2061 Nonliability of members for cooperative indebtedness
- 10-2062 Annual and special meetings of members; notice; quorum; voting
- 10-2063 Waiver of notice of meeting
- 10-2064 Bylaws
- 10-2065 Districts; boundaries
- 10-2066 Change of location of principal office
- 10-2067 Nonprofit operation
- 10-2068 Disposition of property
- 10-2069 Recording of mortgages; effect
- 10-2070 Use of roads and streets; notice; protest
- 10-2073 Consolidation
- 10-2074 Merger
- 10-2075 Effect of consolidation or merger
- 10-2076 Conversion of existing corporations
- 10-2077 Dissolution
- 10-2078 Filing of articles
- 10-2079 Fees
- 10-2080 Exemption from securities regulations
- 10-2081 Exemption from antitrust statutes
- 10-2082 Taking of acknowledgments by officer or member
- 10-2083 Construction of article
- 10-2084 Electric cooperative nonprofit membership corporations; annual report
- 10-2101 Requirements for formation
- 10-2102 Powers of trustees
- 10-2103 Title to property of society
- 10-2104 Election, removal and meetings of trustees
- 10-2105 Filing facsimile of society insignia
- 10-2106 Wearing insignia of patriotic or fraternal order without authority to obtain aid; classification
- 10-2121 Definitions
- 10-2122 Purpose
- 10-2123 Incorporators
- 10-2124 Use of name
- 10-2125 Articles of incorporation
- 10-2126 Amendment of articles; change of location of principal office
- 10-2127 Powers of a generation and transmission cooperative
- 10-2128 Membership in a generation and transmission cooperative; voting; nonliability
- 10-2129 Annual and special meetings of members; notice; quorum
- 10-2130 Board of directors; term; compensation; quorum
- 10-2131 Officers of a generation and transmission cooperative
- 10-2132 Bylaws
- 10-2133 Nonprofit operation
- 10-2134 Disposition of property
- 10-2135 Recording of mortgages; effect
- 10-2136 Use of roads and streets; notice; protest
- 10-2138 Prohibition of duplication of service
- 10-2139 Consolidation
- 10-2140 Merger
- 10-2141 Conversion of cooperatives into generation and transmission cooperatives
- 10-2142 Effect of consolidation or merger
- 10-2143 Dissolution
- 10-2144 Filing of articles
- 10-2145 Fees
- 10-2146 Exemption from securities regulations
- 10-2147 Exemption from antitrust statutes
- 10-2148 Taking of acknowledgments by officer or member
- 10-2149 Admission of foreign generation and transmission cooperatives
- 10-2150 Nonprofit electric generation and transmission cooperative corporations; annual report
- 10-2210 Election of professional corporation status
- 10-2211 Purposes
- 10-2212 General powers
- 10-2213 Rendering professional services; applicability
- 10-2214 Prohibited activities; authorized investments
- 10-2215 Corporation name
- 10-2220 Issuance of shares
- 10-2221 Shares and professional corporation status on shares
- 10-2222 Share transfer restriction
- 10-2223 Compulsory acquisition of shares after death, dissolution or disqualification of shareholder
- 10-2224 Acquisition procedure
- 10-2225 Court action to appraise shares
- 10-2226 Court costs and fees of experts
- 10-2227 Cancellation of disqualified shares
- 10-2228 Definition of disqualified shareholder
- 10-2230 Directors and officers
- 10-2231 Voting of shares
- 10-2232 Professional relationship
- 10-2233 Privileged communications
- 10-2234 Responsibility for professional services
- 10-2244 Authority to transact business
- 10-2245 Application for authority to transact business
- 10-2246 Revocation of certificate of authority
- 10-2251 Definitions
- 10-2252 Purposes
- 10-2253 General powers
- 10-2254 Capital stock
- 10-2255 Loans by members
- 10-2256 Authority to become shareholders
- 10-2257 Temporary board of directors
- 10-2258 Board of directors
- 10-2259 Method of incorporation
- 10-2260 Approval of articles of incorporation; incorporation
- 10-2261 Authorization to commence business
- 10-2262 Surplus and dividends
- 10-2263 Investment of excess funds
- 10-2264 Members as agents for corporations
- 10-2265 Supervision and reports
- 10-2266 Dissolution or liquidation
- 10-2701 Definitions
- 10-2702 Duties of director
- 10-2703 Special meetings of shareholders
- 10-2704 Limitation on share repurchases; definition
- 10-2705 Compensation agreements
- 10-2706 Application
- 10-2721 Control share acquisitions; exemption from article
- 10-2722 Information statement
- 10-2723 Meeting of shareholders
- 10-2724 Financing
- 10-2725 Voting rights
- 10-2726 Rights of action
- 10-2727 Redemption
- 10-2741 Business combination with interested shareholder; approval by committee of the directors
- 10-2742 Requirements after three years
- 10-2743 Business combinations; exemptions
- 10-3120 Filing requirements
- 10-3121 Forms
- 10-3122 Filing, service and copying fees; public access fund; expedited report filing and access; same day and next day services
- 10-3123 Effective time and date of document
- 10-3124 Correcting filed document; articles of incorporation; application for authority to conduct affairs
- 10-3125 Filing duty of commission
- 10-3127 Evidentiary effect of copy of filed document
- 10-3128 Certificate of good standing
- 10-3140 Definitions
- 10-3141 Notice
- 10-3150 Private foundations; definition
- 10-3160 Judicial relief
- 10-3180 Religious corporations; constitutional protections
- 10-3201 Incorporators
- 10-3202 Articles of incorporation
- 10-3203 Incorporation
- 10-3204 Liability for noncorporate transactions
- 10-3205 Organization of corporation
- 10-3206 Bylaws
- 10-3207 Emergency bylaws
- 10-3220 Transfer of domicile
- 10-3221 Adoption of articles of domestication
- 10-3222 Articles of domestication
- 10-3223 Certificate of disclosure and certificate of good standing
- 10-3224 Recording and publication of articles of domestication
- 10-3225 Effect of change of domicile
- 10-3226 Transfer of domicile from this state
- 10-3501 Known place of business and statutory agent
- 10-3502 Change of known place of business and statutory agent
- 10-3503 Resignation of statutory agent
- 10-3504 Service on corporation
- 10-3610 Difference in rights and obligations of members
- 10-3611 Transfers
- 10-3612 Member's liability to third parties
- 10-3613 Member's liability for dues, assessments and fees
- 10-3614 Creditor's action against member
- 10-3630 Definitions
- 10-3631 Standing
- 10-3632 Demand
- 10-3633 Stay of proceedings
- 10-3634 Dismissal
- 10-3635 Discontinuance or settlement
- 10-3636 Payment of expenses
- 10-3637 Applicability to foreign corporations
- 10-3701 Annual and regular meetings; exceptions
- 10-3702 Special meeting
- 10-3703 Court ordered meeting; costs; attorney fees
- 10-3704 Action by written consent; definition
- 10-3705 Notice of meeting
- 10-3706 Waiver of notice
- 10-3707 Record date; determining members entitled to notice and vote
- 10-3708 Action by written ballot
- 10-3720 Members' list for meeting
- 10-3721 Voting entitlement generally
- 10-3722 Quorum requirements
- 10-3723 Voting requirements
- 10-3724 Proxies
- 10-3725 Cumulative voting for directors
- 10-3726 Other methods of electing directors
- 10-3727 Corporation's acceptance of votes
- 10-3801 Requirement for and duties of board
- 10-3802 Qualifications of directors
- 10-3803 Number of directors
- 10-3804 Election, designation and appointment of directors
- 10-3805 Terms of directors generally
- 10-3806 Staggered terms for directors
- 10-3807 Resignation of directors
- 10-3808 Removal of directors elected by members or directors
- 10-3809 Removal of designated or appointed directors
- 10-3810 Removal of directors by judicial proceeding
- 10-3811 Vacancy on board
- 10-3812 Compensation of directors
- 10-3820 Regular and special meetings
- 10-3821 Action without meeting
- 10-3822 Call and notice of meetings
- 10-3823 Waiver of notice
- 10-3824 Quorum and voting
- 10-3825 Committees of the board
- 10-3840 Officers
- 10-3841 Duties and authority of officers
- 10-3842 Standards of conduct for officers
- 10-3843 Resignation and removal of officers
- 10-3844 Contract rights of officers
- 10-3845 Officers' authority to execute documents
- 10-3850 Definitions
- 10-3851 Authority to indemnify
- 10-3852 Mandatory indemnification
- 10-3853 Advance for expenses
- 10-3854 Court ordered indemnification
- 10-3855 Determination and authorization of indemnification
- 10-3856 Indemnification of officers
- 10-3857 Insurance
- 10-3858 Application of article
- 10-3860 Definitions
- 10-3861 Judicial action
- 10-3862 Directors' action; definition
- 10-3863 Members' action; definition
- 10-3864 Conflict of interest policy; exceptions
- 10-11001 Authority to amend
- 10-11002 Amendment by board of directors
- 10-11003 Amendment by board of directors and members
- 10-11004 Class voting by members on amendments
- 10-11006 Articles of amendment
- 10-11007 Restated articles of incorporation
- 10-11008 Amendment pursuant to reorganization
- 10-11009 Effect of amendment and restatement
- 10-11020 Amendment by board of directors
- 10-11021 Amendment by board of directors or members
- 10-11022 Class voting by members on amendments
- 10-11023 Bylaw increasing quorum or voting requirement for members
- 10-11024 Bylaw increasing quorum or voting requirement for directors
- 10-11030 Approval by third persons
- 10-11031 Amendment terminating members or redeeming or canceling memberships
- 10-11101 Approval of plan of merger
- 10-11102 Membership exchange
- 10-11103 Action on plan by board, members and third persons
- 10-11105 Articles of merger or membership exchange; publication
- 10-11106 Effect of merger or membership exchange
- 10-11107 Merger or exchange with other entities
- 10-11108 Requests, devises and gifts
- 10-11201 Sale of assets in regular course of activities and mortgage of assets
- 10-11202 Sale of assets other than in regular course of activities
- 10-11251 Definitions
- 10-11252 Scope; included transactions; excluded transactions
- 10-11253 Public hearing; notice; requirements; summary report
- 10-11254 Applicability
- 10-11401 Dissolution by incorporators or directors and third persons
- 10-11402 Dissolution by directors and third persons
- 10-11403 Articles of dissolution
- 10-11404 Revocation of dissolution
- 10-11405 Effect of dissolution
- 10-11406 Known claims against dissolved corporation
- 10-11407 Unknown claims against dissolved corporation
- 10-11420 Grounds for administrative dissolution
- 10-11421 Procedure for and effect of administrative dissolution
- 10-11422 Reinstatement following administrative dissolution
- 10-11430 Grounds for judicial dissolution
- 10-11431 Procedure for judicial dissolution
- 10-11432 Receivership
- 10-11433 Decree of dissolution
- 10-11501 Authority to conduct affairs required
- 10-11502 Consequences of conducting affairs without authority
- 10-11503 Application for certificate of authority
- 10-11504 Changes requiring new authority
- 10-11505 Effect of grant of authority
- 10-11506 Corporate name of foreign corporation
- 10-11507 Known place of business and statutory agent of foreign corporation
- 10-11508 Change of known place of business or statutory agent of foreign corporation
- 10-11509 Resignation of statutory agent of foreign corporation
- 10-11510 Service on foreign corporation
- 10-11520 Withdrawal of foreign corporation
- 10-11521 Withdrawal by directors or members; foreign corporations
- 10-11601 Corporate records
- 10-11602 Inspection of records by members; applicability
- 10-11603 Scope of inspection rights; charge
- 10-11604 Court ordered inspection
- 10-11605 Limitations on use of membership list; applicability
- 10-11620 Financial statements for members
- 10-11621 Report of indemnification to members
- 10-11622 Annual report
- 10-11623 Statement of bankruptcy or receivership; interrogatories before subsequent incorporation; violation; classification; definition
- 10-11630 Certificate of good standing; license and registration renewal
- 10-11631 Civil liability for false statements
- 10-11632 Interrogatory or signature violations; corporate records; classification
- 10-11633 Interrogatories by the commission
- 10-11634 Information disclosed by interrogatories
- 10-11635 Certified copies received in evidence
- 10-11701 Application to existing domestic corporations
- 10-11702 Application to qualified foreign corporations
- 10-11801 Definitions
- 10-11802 Managing and investing institutional funds; standard of conduct
- 10-11803 Appropriation for expenditure or accumulation of endowment fund; construction
- 10-11804 Delegation of management and investment functions
- 10-11805 Release or modification of restrictions on management, investment or purpose
- 10-11806 Applicability
- 10-11901 Purposes for which corporation sole may be formed
- 10-11902 Requirements for formation
- 10-11903 Articles of incorporation; amendment
- 10-11904 Powers of corporation sole
- 10-11905 Execution of instruments
- 10-11906 Succession of title and authority
- 10-11907 Succession of title to religious property held by person not incorporated as corporation sole
- 10-11908 Officer; director; law applicable to corporations sole
Disclaimer: These codes may not be the most recent version. Arizona may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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