Title 10 — Corporations and Associations

Close corporations organized pursuant to this article are subject to the provisions of chapters 1 through 17 of this title except insofar as this article modifies or differs from such provisions, in which case this article prevails. This article shall be applicable to all close c…

In this article, unless the context otherwise requires: 1. "Capital units" means the proportions of the proprietary interest in the corporation owned by the investors. 2. "Commission" means the Arizona corporation commission. 3. "Corporation" or "close corporation" means a corpor…

A. The articles of incorporation of a close corporation shall set forth: 1. The name of the corporation which shall contain the words "Arizona close corporation" or an abbreviation therefor. 2. The name and address of the manager or managers of the corporation. 3. The names, addr…

The articles of incorporation of a close corporation may set forth any of the following: 1. The period of duration, if less than perpetual. 2. Any restrictions on the authority of the manager or managers of the close corporation. 3. Any reservations of authority to the investors.…

A. All managers named in the articles of incorporation shall be natural persons. It is the purpose of this article that the corporation be operated on a day-to-day basis by one manager, by managers having divided functions or by assistant managers who can serve either as alternat…

The articles of incorporation may provide for arbitration of any deadlock or dispute involving the internal affairs of the corporation. To the extent the articles of incorporation do not provide to the contrary, such arbitration shall be governed by title 12, chapter 21. Unless o…

A. The articles of incorporation of any corporation may include a provision granting to any investor or investors an option to have the corporation dissolved at will or upon the performance or occurrence of any specified event or contingency. Whenever any such option to dissolve …

Close corporations may be organized under this article for any lawful purpose or purposes except for those purposes set forth in titles 6, 20 or 40.

A. Until a statement substantially in the form set forth in subsection B of this section has been filed with the commission, any transfer, hypothecation, other voluntary encumbrance or security interest in or of any capital unit or units shall be void as to creditors and subseque…

"Relative rights of capital units" means all the rights, privileges, obligations and duties of the capital units and may include, but are not limited to, disproportionate variations of the following: 1. Participation in dividends or distributions from operating income. 2. Partici…

Any redemption, termination or cancellation of capital units, acquisition of capital units by the corporation, issuance of additional units or change in the relative rights of capital units other than transfers or encumbrances provided for in section 10-1809 shall be effective on…

The articles of incorporation may provide for varying relationships among investors as to relative rights in capital units. It is not necessary that each close corporation provide in its articles of incorporation for variable relative rights of capital units as enumerated in this…

The investors shall not be liable for the debts, obligations or liabilities of the close corporation.

A. The superior court in the county in which the known place of business or statutory agent of the corporation is situated, may in an action by any investor, appoint a conservator or interim manager of the corporation if the court finds that a deadlock or dispute involving the in…

The superior court shall have full power to liquidate the assets and business of a close corporation: 1. In an action filed by an investor when the court finds: (a) That a deadlock or dispute involving the internal affairs of the corporation, continues to impair or threatens to i…

A. The superior court in an action filed either by an investor or by a creditor seeking relief under section 10-1815 shall have full power to make any such order or grant any such relief other than dissolution or liquidation as in its discretion it may deem appropriate including …

A. A domestic close corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapters 11 and 13 of this title and title 29, chapter 6. For the purposes of this subsection: 1. References in c…

A. A person who is the owner, or the heir, devisee, successor or assign of the owner, of monies or securities acquired by the state pursuant to article XI, section 8, Constitution of Arizona, as unclaimed shares or dividends of a corporation, may file a verified claim for them wi…

A. If the department of administration is satisfied that the person making a claim, as provided by section 10-1841, is entitled to the monies or securities claimed, the director of the department of administration shall approve the claim and order the department of revenue to del…

In the event the director of the department of administration refuses to approve any claim presented as provided in section 10-1841, the claimant may file a complaint in the superior court in Maricopa county, and shall serve a copy thereof upon the attorney general, alleging the …

In this article, unless the context otherwise requires: 1. "Business trust" means an unincorporated association or trust of the type which at common law was known as a "business trust" or "Massachusetts trust", created by an instrument under which property is held and managed by …

Business trusts shall be either domestic or foreign. A domestic business trust is a business trust organized under the laws of this state. A foreign business trust includes every other business trust.

A business trust is permitted as a recognized form of association for the conduct of business within this state.

A. Any business trust desiring to transact business in this state shall deliver to the commission: 1. An executed copy of the articles, declaration of trust or trust agreement by which the trust was created and all amendments thereto, or a true copy thereof certified to be such b…

A. A domestic business trust may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapters 11 and 13 of this title and title 29, chapter 6. B. If a domestic business trust is to be created in a merg…

The articles, declaration of trust or trust agreement by which any business trust was created may be amended in the manner specified therein or in such manner as is valid under the law applicable to such business trust, provided that no such amendment shall be legally effective i…

A. Subject to the provisions of section 10-1878, the powers and authority of any business trust authorized under this article to transact business in this state shall be as specified in the instrument by which it was created, as amended, which instrument shall be construed and in…

Any business trust created under this article or entering this state pursuant to this article shall pay such taxes and fees as are imposed by the laws of this state or any political subdivision thereof on domestic and foreign corporations, respectively, on an identical basis ther…

Any business trust shall be subject to such applicable provisions of law from time to time in effect with respect to domestic and foreign corporations, respectively. These shall include, without limitation, such applicable provisions of law as relate to the issuance of securities…