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2025 Arizona Revised Statutes
Title 29 - Partnership
Chapter 1 - GENERAL PROVISIONS
Article 1 - Names of Trading Firms
Article 1 - General Provisions
Article 2 - Formation: Certificate of Limited Partnership
Article 3 - Limited Partners
Article 4 - General Partners
Article 5 - Finance
Article 6 - Distributions and Withdrawal
Article 7 - Assignment of Partnership Interests
Article 8 - Dissolution
Article 9 - Foreign Limited Partnerships
Article 10 - Derivative Actions Chapter 3 - LIMITED PARTNERSHIPS
Article 11 - Miscellaneous
Article 12 - Limited Partnership as Limited Liability Partnership Chapter 3 - LIMITED PARTNERSHIPS
Article 13 - Mergers and Other Restructuring Transactions
Article 1 - General Provisions
Article 2 - Nature of Partnership
Article 3 - Relations of Partners to Persons Dealing with Partnership
Article 4 - Relations of Partners to Each Other and to Partnership
Article 5 - Transferees and Creditors of Partner
Article 6 - Partner's Dissociation
Article 7 - Partner's Dissociation When Business Not Wound Up
Article 8 - Winding Up Partnership Business
Article 9 - Mergers and Other Restructuring Transactions
Article 10 - Limited Liability Partnerships
Article 11 - Miscellaneous Provisions
Article 1 - General Provisions
Article 2 - Merger
Article 3 - Interest Exchange
Article 4 - Conversion
Article 5 - Domestication
Article 6 - Divisions
Article 7 - Miscellaneous Provisions
Article 1 - General Provisions
Article 2 - Formation; Articles of Organization and Other Filings
Article 3 - Relations of Members and Managers to Persons Dealing with Limited Liability Company
Article 4 - Relations of Members to Each Other and to Limited Liability Company
Article 5 - Transferable Interests and Rights of Transferees and Creditors
Article 6 - Dissociation
Article 7 - Dissolution and Winding Up
Article 8 - Actions by Members
Article 9 - Foreign Limited Liability Companies
Article 10 - Merger, Interest Exchange, Conversion, Domestication and Division
Article 11 - Professional Limited Liability Companies
Article 12 - Miscellaneous Provisions
Article 1 - Names of Trading Firms
- § 29-101 - Effect of name of trading firm upon liability of firm property for personal debts
- § 29-102 - Certificate of name required for certain firms
- § 29-103 - Partnerships not required to record certificate
- § 29-104 - Service of summons in actions against partners; judgment
Article 1 - General Provisions
- § 29-301 - Definitions
- § 29-302 - Name
- § 29-303 - Reservation of name
- § 29-304 - Specified office and agent
- § 29-305 - Records to be kept
- § 29-306 - Nature of business
- § 29-307 - Business transactions of partner with partnership
Article 2 - Formation: Certificate of Limited Partnership
- § 29-308 - Certificate of limited partnership
- § 29-309 - Amendment to certificate; restatement
- § 29-310 - Cancellation of certificate
- § 29-311 - Execution of certificates
- § 29-312 - Execution by judicial act
- § 29-313 - Filing in office of secretary of state; acceptance
- § 29-314 - Liability for false statement in certificate
- § 29-315 - Scope of notice
- § 29-316 - Delivery of certificates to limited partners
Article 3 - Limited Partners
- § 29-317 - Admission of limited partners
- § 29-318 - Voting
- § 29-319 - Liability to third parties
- § 29-320 - Person erroneously believing himself limited partner
- § 29-321 - Information
Article 4 - General Partners
- § 29-322 - Admission of additional general partners
- § 29-323 - Events of withdrawal
- § 29-324 - General powers and liabilities
- § 29-325 - Contributions by general partner
- § 29-326 - Voting
Article 5 - Finance
- § 29-327 - Form of contribution
- § 29-328 - Liability for contribution
- § 29-329 - Sharing of profits and losses
- § 29-330 - Sharing of distributions
Article 6 - Distributions and Withdrawal
- § 29-331 - Interim distributions
- § 29-332 - Withdrawal of general partner
- § 29-333 - Withdrawal of limited partner
- § 29-334 - Distribution on withdrawal
- § 29-335 - Distribution in kind
- § 29-336 - Right to distribution
- § 29-337 - Limitations on distribution; treatment as income
- § 29-338 - Liability on return of contribution
Article 7 - Assignment of Partnership Interests
- § 29-339 - Nature of partnership interest
- § 29-340 - Assignment of partnership interest
- § 29-341 - Rights of judgment creditor
- § 29-342 - Right of assignee to become limited partner
- § 29-343 - Power of estate of deceased or incompetent partner
Article 8 - Dissolution
- § 29-344 - Nonjudicial dissolution
- § 29-345 - Judicial dissolution
- § 29-346 - Winding up
- § 29-347 - Distribution of assets
Article 9 - Foreign Limited Partnerships
- § 29-348 - Law governing
- § 29-349 - Registration
- § 29-350 - Issuance of registration
- § 29-351 - Name
- § 29-352 - Changes and amendments
- § 29-353 - Cancellation of registration
- § 29-354 - Transaction of business without registration
- § 29-355 - Action by attorney general
Article 10 - Derivative Actions Chapter 3 - LIMITED PARTNERSHIPS
Article 11 - Miscellaneous
- § 29-360 - Construction and application
- § 29-361 - Short title
- § 29-362 - Severability
- § 29-363 - Rules for cases not provided for in this chapter
- § 29-364 - Application to existing limited partnership; definition
- § 29-365 - Effect of enactment on accrued rights
- § 29-366 - Fees
Article 12 - Limited Partnership as Limited Liability Partnership Chapter 3 - LIMITED PARTNERSHIPS
Article 13 - Mergers and Other Restructuring Transactions
- § 29-368 - Definitions
- § 29-369 - Entity restructuring transactions
- § 29-370 - Action on plan
- § 29-373 - Effect of transaction; definition
Article 1 - General Provisions
- § 29-1001 - Definitions
- § 29-1002 - Knowledge and notice
- § 29-1003 - Effect of partnership agreement; nonwaivable provisions
- § 29-1004 - Supplemental principles of law
- § 29-1005 - Execution, filing and recording of statements
- § 29-1006 - Law governing internal relations
- § 29-1007 - Partnership subject to amendment or repeal
Article 2 - Nature of Partnership
- § 29-1011 - Partnership as entity
- § 29-1012 - Formation of partnership
- § 29-1013 - Partnership property
- § 29-1014 - When property is partnership property
Article 3 - Relations of Partners to Persons Dealing with Partnership
- § 29-1021 - Partner agent of partnership
- § 29-1022 - Transfer of partnership property
- § 29-1023 - Statement of partnership authority
- § 29-1024 - Statement of denial
- § 29-1025 - Partnership liable for partner's actionable conduct
- § 29-1026 - Partner's liability
- § 29-1027 - Actions by and against partnership and partners
- § 29-1028 - Liability of purported partner
Article 4 - Relations of Partners to Each Other and to Partnership
- § 29-1031 - Partner's rights and duties
- § 29-1032 - Distributions in kind
- § 29-1033 - Partner's rights and duties with respect to information
- § 29-1034 - General standards of partner's conduct
- § 29-1035 - Actions by partnership and partners
- § 29-1036 - Continuation of partnership beyond definite term or particular undertaking
Article 5 - Transferees and Creditors of Partner
- § 29-1041 - Partner not co-owner of partnership property
- § 29-1042 - Partner's transferable interest in partnership
- § 29-1043 - Transfer of partner's transferable interest
- § 29-1044 - Partner's transferable interest subject to charging order
Article 6 - Partner's Dissociation
- § 29-1051 - Events causing partner's dissociation
- § 29-1052 - Partner's power to dissociate; wrongful dissociation
- § 29-1053 - Effect of partner's dissociation
Article 7 - Partner's Dissociation When Business Not Wound Up
- § 29-1061 - Purchase of dissociated partner's interest
- § 29-1062 - Dissociated partner's power to bind and liability to partnership
- § 29-1063 - Dissociated partner's liability to other persons
- § 29-1064 - Statement of dissociation
- § 29-1065 - Continued use of partnership name
Article 8 - Winding Up Partnership Business
- § 29-1071 - Events causing dissolution and winding up of partnership business
- § 29-1072 - Partnership continues after dissolution
- § 29-1073 - Right to wind up partnership business
- § 29-1074 - Partner's power to bind partnership after dissolution
- § 29-1075 - Statement of dissolution
- § 29-1076 - Partner's liability to other partners after dissolution
- § 29-1077 - Settlement of accounts and contributions among partners
Article 9 - Mergers and Other Restructuring Transactions
- § 29-1081 - Definitions
- § 29-1082 - Entity restructuring transactions
- § 29-1083 - Action on plan
- § 29-1086 - Effect of transaction; definition
Article 10 - Limited Liability Partnerships
- § 29-1101 - Statement of qualification
- § 29-1102 - Name
- § 29-1103 - Publication and annual reports; late filing penalty
- § 29-1104 - Designated office and agent for service of process
- § 29-1105 - Law governing foreign limited liability partnerships
- § 29-1106 - Statement of foreign qualification
- § 29-1107 - Effect of failure to qualify
- § 29-1108 - Activities not constituting transacting business
- § 29-1109 - Action by attorney general
Article 11 - Miscellaneous Provisions
- § 29-1110 - Uniformity of application and construction
- § 29-1111 - Effect of enactment on accrued rights
Article 1 - General Provisions
- § 29-2101 - Short title
- § 29-2102 - Definitions
- § 29-2103 - Relationship to other laws
- § 29-2104 - Required notice or approval
- § 29-2105 - Status of filings; matters regarding filing
- § 29-2106 - Nonexclusivity
- § 29-2107 - Reference to external facts
- § 29-2108 - Alternative means of approval of transactions
- § 29-2109 - Appraisal rights
- § 29-2110 - Recording of statements
Article 2 - Merger
- § 29-2201 - Merger authorized
- § 29-2202 - Plan of merger
- § 29-2203 - Approval of merger
- § 29-2204 - Amendment or abandonment of plan of merger
- § 29-2205 - Statement of merger; effective date
- § 29-2206 - Effect of merger
- § 29-2207 - Ineffectiveness of merger due to law of foreign jurisdiction
Article 3 - Interest Exchange
- § 29-2301 - Interest exchange authorized
- § 29-2302 - Plan of interest exchange
- § 29-2303 - Approval of interest exchange
- § 29-2304 - Amendment or abandonment of plan of interest exchange
- § 29-2305 - Statement of interest exchange; effective date
- § 29-2306 - Effect of interest exchange
- § 29-2307 - Ineffectiveness of interest exchange due to law of foreign jurisdiction
Article 4 - Conversion
- § 29-2401 - Conversion authorized
- § 29-2402 - Plan of conversion
- § 29-2403 - Approval of conversion
- § 29-2404 - Amendment or abandonment of plan of conversion
- § 29-2405 - Statement of conversion; effective date
- § 29-2406 - Effect of conversion
- § 29-2407 - Ineffectiveness of conversion due to law of foreign jurisdiction
Article 5 - Domestication
- § 29-2501 - Domestication authorized; definition
- § 29-2502 - Plan of domestication
- § 29-2503 - Approval of domestication
- § 29-2504 - Amendment or abandonment of plan of domestication
- § 29-2505 - Statement of domestication; effective date
- § 29-2506 - Effect of domestication
- § 29-2507 - Ineffectiveness of domestication due to law of foreign jurisdiction
Article 6 - Divisions
- § 29-2601 - Division authorized
- § 29-2602 - Plan of division
- § 29-2603 - Approval of division
- § 29-2604 - Amendment or abandonment of plan of division
- § 29-2605 - Statement of division; effective date
- § 29-2606 - Effect of division
- § 29-2607 - Allocation of obligations in division
- § 29-2608 - Ineffectiveness of division due to law of foreign jurisdiction
Article 7 - Miscellaneous Provisions
- § 29-2701 - Consistency of application
- § 29-2702 - Relation to electronic signatures in global and national commerce act
- § 29-2703 - Saving clause
Article 1 - General Provisions
- § 29-3101 - Short title
- § 29-3102 - Definitions
- § 29-3103 - Knowledge; notice
- § 29-3104 - Governing law
- § 29-3105 - Operating agreement; scope, function and limitations
- § 29-3106 - Operating agreement; effect on limited liability company and persons becoming members; preformation agreement
- § 29-3107 - Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company
- § 29-3108 - Nature, purpose and duration of limited liability company
- § 29-3109 - Powers
- § 29-3110 - Application to existing relationships
- § 29-3111 - Supplemental principles of law and equity
- § 29-3112 - Permitted names
- § 29-3113 - Reservation of name
- § 29-3114 - Registration of name by a foreign limited liability company
- § 29-3115 - Statutory agent
- § 29-3116 - Statement of change
- § 29-3117 - Resignation of statutory agent
- § 29-3118 - Change of name or address by statutory agent
- § 29-3119 - Service of process, notice or demand
- § 29-3120 - Delivery of record
- § 29-3121 - Reservation of power to amend or repeal
- § 29-3122 - Powers of commission
- § 29-3123 - Taxation
Article 2 - Formation; Articles of Organization and Other Filings
- § 29-3201 - Formation of limited liability company; articles of organization
- § 29-3202 - Amendment or restatement of articles of organization
- § 29-3203 - Signing of records to be delivered for filing to the commission
- § 29-3204 - Signing and filing pursuant to judicial order
- § 29-3205 - Liability for inaccurate information in filed record
- § 29-3206 - Filing requirements
- § 29-3207 - Effective date and time
- § 29-3208 - Withdrawal of filed record before effectiveness
- § 29-3209 - Correcting filed record
- § 29-3210 - Duty of commission to file; refusal to file; delivery of record by commission
- § 29-3211 - Certificate of good standing or registration
- § 29-3212 - Interrogatories by the commission; information disclosed by interrogatories
- § 29-3213 - Fees; filing services; definition
Article 3 - Relations of Members and Managers to Persons Dealing with Limited Liability Company
- § 29-3301 - Agency power of member and manager
- § 29-3302 - [Reserved]
- § 29-3303 - [Reserved]
- § 29-3304 - Liability of members and managers
Article 4 - Relations of Members to Each Other and to Limited Liability Company
- § 29-3401 - Becoming a member; transferable interest; ownership of interest in limited liability company
- § 29-3402 - Form of contribution
- § 29-3403 - Liability for contributions
- § 29-3404 - Sharing of and right to distributions before dissolution
- § 29-3405 - Limitations on distributions
- § 29-3406 - Liability for improper distributions
- § 29-3407 - Management of limited liability company
- § 29-3408 - Reimbursement; indemnification; advancement; insurance
- § 29-3409 - Standards of conduct for members and managers
- § 29-3410 - Records to be kept; rights to information and records of member, manager and person dissociated as member
Article 5 - Transferable Interests and Rights of Transferees and Creditors
- § 29-3501 - Nature of transferable interest
- § 29-3502 - Transfer of transferable interest
- § 29-3503 - Charging order
- § 29-3504 - Power of legal representative of deceased member
Article 6 - Dissociation
- § 29-3601 - Power to dissociate as member; wrongful dissociation
- § 29-3602 - Events causing dissociation
- § 29-3603 - Effect of dissociation
Article 7 - Dissolution and Winding Up
- § 29-3701 - Events causing dissolution
- § 29-3702 - Winding up
- § 29-3703 - Rescinding dissolution
- § 29-3704 - Known claims against dissolved limited liability company
- § 29-3705 - Other claims against dissolved limited liability company
- § 29-3706 - Court proceedings
- § 29-3707 - Disposition of assets in winding up
- § 29-3708 - Administrative dissolution
- § 29-3709 - Reinstatement
- § 29-3710 - Judicial review of denial of reinstatement
Article 8 - Actions by Members
- § 29-3801 - Direct action by member
- § 29-3802 - Derivative action
- § 29-3803 - Proper plaintiff
- § 29-3804 - Pleading
- § 29-3805 - Special litigation committee
- § 29-3806 - Proceeds and expenses; voluntary dismissal or settlement
- § 29-3807 - Other remedies in direct and derivative actions
Article 9 - Foreign Limited Liability Companies
- § 29-3901 - Governing law
- § 29-3902 - Registration to do business in this state
- § 29-3903 - Foreign registration statement
- § 29-3904 - Amendment of foreign registration statement
- § 29-3905 - Activities not constituting doing business
- § 29-3906 - Noncomplying name of foreign limited liability company
- § 29-3907 - [Reserved]
- § 29-3908 - Withdrawal on dissolution
- § 29-3909 - [Reserved]
- § 29-3910 - Termination of registration
- § 29-3911 - Withdrawal of registration
- § 29-3912 - Action by attorney general
Article 10 - Merger, Interest Exchange, Conversion, Domestication and Division
- § 29-4001 - Definitions
- § 29-4002 - Appraisal rights
- § 29-4003 - Entity restructuring transactions
- § 29-4004 - Action on plan
- § 29-4005 - Statement of merger or other transaction as articles of termination; publication or posting
Article 11 - Professional Limited Liability Companies
- § 29-4101 - Definitions
- § 29-4102 - Professional limited liability company formation
- § 29-4103 - Exclusions from article
- § 29-4104 - Application of general limited liability company law
- § 29-4105 - Special restrictions
- § 29-4106 - Name
- § 29-4107 - Professional relations and responsibility
- § 29-4108 - Disciplinary powers of regulating licensing authorities
Article 12 - Miscellaneous Provisions
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