2012 Arizona Revised Statutes
Title 10 Corporations and Associations
10-1108 Merger or exchange of shares and interests with a limited liability company, limited partnership or registered limited liability partnership

10-1108. Merger or exchange of shares and interests with a limited liability company, limited partnership or registered limited liability partnership

A. One or more domestic or foreign limited liability companies, limited partnerships or registered limited liability partnerships may merge with or enter into an exchange of shares and interests with one or more domestic corporations if:

1. In a merger, the merger is permitted by the law of the state or country under whose law each limited liability company, limited partnership or registered limited liability partnership is formed and each limited liability company, limited partnership or registered limited liability partnership complies with that law in effecting the merger.

2. In an exchange of shares and interests, the corporation whose shares will be acquired is a domestic corporation, whether or not an exchange of shares or interests is permitted by the law of the state or country under whose law the acquiring entity is formed.

3. If a foreign corporation is also party to the transaction, the foreign corporation complies with section 10-1105 if it is the surviving corporation of the merger or acquiring corporation of the exchange of shares and interests.

4. Each domestic corporation complies with the applicable provisions of sections 10-1101 through 10-1104 and, if it is the surviving corporation of the merger or acquiring corporation of the exchange of shares and interests, with section 10-1105.

B. On the merger or exchange taking effect, the surviving entity of a merger and the acquiring entity of an exchange are deemed to both:

1. Appoint the commission as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation that is a party to the merger or exchange.

2. Agree that it will promptly pay to the dissenting shareholder of each domestic corporation that is a party to the merger or exchange the amount, if any, to which the shareholder is entitled under chapter 13 of this title.

C. This section does not limit the power of a limited liability company, limited partnership or registered limited liability partnership to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.