Title 29 — Partnership

This chapter may be cited as the "Arizona Entity Restructuring Act".

In this chapter, unless the context otherwise requires: 1. "Acquired entity" means an entity in which all of one or more classes or series of interests are acquired in an interest exchange. 2. "Acquiring entity" means the entity that acquires all of one or more classes or series …

A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. B. Except as specifically provided in this chapter, this chapter does not affect the application or requirements of law other than this chapter. C. A transactio…

A. A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger must give the notice or obtain the approval in order to be a party to an interest exchange, conversion, domestication…

B. Except as otherwise provided in this chapter, matters regarding the filing of documents pursuant to this chapter with the appropriate filing authority, including delivery for filing, effective dates and corrections, are governed by: 1. Title 10, chapter 1, article 2 for busine…

[Repealed or reserved.]

[Repealed or reserved.]

Except as otherwise provided in the governing statute or organizational documents of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval.

A. Unless the entity's governing statute provides otherwise, an interest holder of a domestic merging, acquired, converting, domesticating or dividing entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appr…

After approval for filing by the appropriate filing authority, a certified copy of a statement of merger under section 29-2205, a statement of interest exchange under section 29-2305, a statement of conversion under section 29-2405, a statement of domestication under section 29-2…

A. By complying with this article, one or more domestic entities may merge with one or more domestic or foreign entities. B. A foreign entity may be a merging entity in a merger under this article or may be the surviving entity in such a merger if the merger is authorized by the …

A. A domestic entity may become a merging entity in a merger under this article by approving a plan of merger. The plan must be in a record and contain: 1. As to each merging entity, its name, its jurisdiction of organization and its type. 2. If the surviving entity is one of the…

A. A plan of merger is not effective unless it has been approved both: 1. By a domestic merging entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a merger. (b) If neither its governing statute nor its or…

A. A plan of merger of a domestic merging entity may be amended either: 1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provided in the plan …

A. A statement of merger must be signed on behalf of each merging entity. The statement of merger must be delivered for filing: 1. In the case of a domestic surviving entity created by the merger, with the appropriate filing authority, if any, for the domestic surviving entity an…

A. When a merger becomes effective: 1. The surviving entity continues or comes into existence. 2. Each merging entity that is not the surviving entity merges into the surviving entity and ceases to exist as a separate entity. 3. All property, including rights, privileges, immunit…

A. If a statement of merger is filed with the appropriate filing authority and the merger is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2201, subsection B, the merger is ineffective. A statement of ineffectiveness of merger must be si…

1. A domestic entity may acquire all of one or more classes, series or groups of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoi…

1. The name and type of the acquired entity. 2. The name, jurisdiction of organization and type of the acquiring entity. 3. The manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash or ot…

1. By a domestic acquired entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of an interest exchange. (b) Except as otherwise provided in subsection D of this section, if neither its governing statute nor it…

1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provided in the plan, except that an interest holder that was entitled to vote on or consent …

B. A statement of interest exchange must contain each of the following, if applicable: 1. The name and type of the domestic acquired entity. 2. The name, jurisdiction of organization and type of the acquiring entity. 3. With respect to the effective date and time of the interest …

1. The interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged as provided in the plan of interest exchange and the interest holders of those interests are entitled only to the rights provided to them under the p…

B. The statement of ineffectiveness of interest exchange must contain each of the following: 1. The name of the domestic acquired entity that attempted the interest exchange. 2. The date on which the statement of interest exchange was filed. 3. A statement that the interest excha…

A. By complying with this article, a domestic entity may become either of the following: 1. A domestic entity of a different type. 2. A foreign entity of a different type if the conversion is authorized by the law of the foreign jurisdiction. B. A foreign entity may become a dome…

1. The name and type of the converting entity. 2. The name, jurisdiction of organization and type of the converted entity. 3. The manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash o…

1. By a domestic converting entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a conversion. (b) If neither its governing statute nor its organizational documents provide for approval of a conversion, in …

1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provided in the plan except that an interest holder that was entitled to vote on or consent t…

A. A statement of conversion must be signed on behalf of the converting entity. The statement of conversion must be delivered for filing: 1. In the case of a domestic entity converting into a domestic entity of a different type pursuant to section 29-2401, subsection A, paragraph…

A. When a conversion becomes effective: 1. The converted entity is both of the following: (a) Organized under and subject to the governing statute of the converted entity. (b) The same entity without interruption as the converting entity. 2. All property, including rights, privil…

B. The statement of ineffectiveness of conversion must contain each of the following, if applicable: 1. The name of the entity that attempted the conversion. 2. The date on which the statement of conversion was filed. 3. A statement that the conversion was ineffective because it …

B. A foreign entity may become a domestic entity of the same type in this state under this article if the domestication is authorized by the law of the foreign entity's jurisdiction of organization. C. If a protected agreement contains a provision that applies to a merger of a do…

A. A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain all of the following: 1. The name and type of the domesticating entity. 2. The name and jurisdiction of organization of the domestica…

A. A plan of domestication is not effective unless it has been approved both: 1. By a domestic domesticating entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a domestication. (b) If neither the governin…

A. A plan of domestication of a domestic domesticating entity may be amended either: 1. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provide…

1. In the case of a domestic entity becoming a domestic entity of the same type in a foreign jurisdiction pursuant to section 29-2501, subsection A, with the appropriate filing authority, if any, for the domestic domesticating entity. 2. In the case of a foreign entity becoming a…

1. The domesticated entity is both: (a) Organized under and subject to the governing statute of the domesticated entity. (b) The same entity without interruption as the domesticating entity. 2. All property, including rights, privileges, immunities and powers of the domesticating…

A. If a statement of domestication is filed with the appropriate filing authority but the domestication is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2501, subsection A or B, the domestication is ineffective. A statement of ineffectiv…

1. The dividing entity and one or more new entities, whether domestic or foreign. 2. Two or more new entities, whether domestic or foreign. B. A foreign entity may be created by the division of a domestic entity under this article only if the division is authorized by the law of …

1. The name and type of the dividing entity. 2. A statement as to whether the dividing entity will survive the division. 3. The name, jurisdiction of organization and type of each new resulting entity. 4. The manner of all of the following: (a) Converting the interests in the div…

1. By a domestic dividing entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a division. (b) If neither its governing statute nor its organizational documents provide for approval of a division, in accord…

1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provided in the plan, except that an interest holder that was entitled to vote on or consent …

1. For a division of a domestic entity pursuant to section 29-2601, subsection A, with the appropriate filing authority, if any, for the domestic dividing entity and, if there is a different filing authority for any domestic resulting entity, with that different filing authority.…

A. When a division becomes effective: 1. If the dividing entity is to survive the division, the dividing entity continues to exist. 2. If the dividing entity is not to survive the division, the dividing entity ceases to exist. 3. The resulting entities created in the division com…

B. A resulting entity is not liable for an obligation of the dividing entity if and to the extent any of the following applies: 1. The obligee has consented in writing to the obligations being allocated to, or continuing to be the obligation of, one or more of the other resulting…

A. If a statement of division is filed with the appropriate filing authority but the division is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2601, subsection B or C, the division is ineffective. A statement of ineffectiveness of divisi…

In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact similar legislation.

[Repealed or reserved.]

[Repealed or reserved.]