Title 10 — Corporations and Associations
41 chapters · 595 sections in this title.
A.R.S. § 10-2401 Application and effect of chapter
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A. This chapter is applicable to all benefit corporations. B. The existence of a provision of this chapter does not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. This chapter doe…
A.R.S. § 10-2402 Definitions
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In this chapter, unless the context otherwise requires: 1. "Benefit corporation" means a corporation that both: (a) Has elected to become subject to this chapter. (b) The status of which as a benefit corporation has not been terminated. 2. "Benefit enforcement proceeding" means a…
A.R.S. § 10-2403 Incorporation of benefit corporation
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A benefit corporation shall be incorporated in accordance with chapter 2, article 1 of this title, except that its articles of incorporation must also state that it is a benefit corporation.
A.R.S. § 10-2404 Election of benefit corporation status
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A. An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of section 10-202, a statement that the corporation is a benefit corporation. In order to be eff…
A.R.S. § 10-2405 Termination of benefit corporation status
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A. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by section 10-2403 or 10-2404 to be stated in the articles of a benefit corporation. In or…
A.R.S. § 10-2406 Merger, interest exchange, conversion, domestication or division; definitions
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A. A domestic benefit 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. B. If a benefit corporation is to be created in a mer…
A.R.S. § 10-2421 Corporate purposes
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A. A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 10-301. B. The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of…
A.R.S. § 10-2431 Standard of conduct for directors
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A. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation: 1. Shall consider the effects of any action or inaction …
A.R.S. § 10-2432 Standard of conduct for officers
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A. Each officer of a benefit corporation shall consider the interests and factors described in section 10-2431, subsection A, in the manner provided in that subsection, if both of the following apply: 1. The officer has discretion to act with respect to a matter. 2. It reasonably…
A.R.S. § 10-2433 Right of action
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A. Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to either of the following: 1. The failure to pursue or create general public benefit or a specific public ben…
A.R.S. § 10-2441 Preparation of annual benefit report
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A. A benefit corporation shall prepare an annual benefit report that includes all of the following: 1. A narrative description of: (a) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was creat…
A.R.S. § 10-2442 Availability of annual benefit report
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A. A benefit corporation shall send its annual benefit report to each shareholder: 1. Within one hundred twenty days following the end of the fiscal year of the benefit corporation. 2. At the same time the benefit corporation delivers any other annual report to its shareholders. …