Title 29 — Partnership

A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.

A. A transfer, in whole or in part, of a partner's transferable interest in the partnership: 1. Is permissible. 2. Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business. 3. Does not, as against the other partners or the pa…

A. On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become…

A partner is dissociated from a partnership on the occurrence of any of the following events: 1. The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner. 2. An event agreed to in the partnership agreement …

A. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 29-1051, paragraph 1. B. A partner's dissociation is wrongful only if either: 1. It is in breach of an express provision of the partnership agreement. 2. In the cas…

A. If a partner's dissociation results in a dissolution and winding up of the partnership business, article 8 of this chapter applies. Otherwise, article 7 of this chapter applies. B. On a partner's dissociation: 1. The partner's right to participate in the management and conduct…

A. If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 29-1071, the partnership shall cause the dissociated partner's interest, if any, in the partnership to be purchased for a buyout price det…

A. For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9 of this chapter, is bound by an act of the dissociated partner that would have bound the …

A. A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection B o…

A. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. B. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes…

Continued use of a partnership name, or a dissociated partner's name as part of a partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

A partnership is dissolved, and its business shall be wound up, only on the occurrence of any of the following events: 1. In a partnership at will, the partnership having notice from a partner, other than a partner who is dissociated under section 29-1051, paragraphs 2 through 10…

A. Subject to subsection B of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. If the partnership is a limited liability partnership, its status…

A. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the superior court, for good cause shown, may order judicial supervision o…

Subject to section 29-1075, a partnership is bound by a partner's act after dissolution that either: 1. Is appropriate for winding up the partnership business. 2. Would have bound the partnership under section 29-1021 before dissolution, if the other party to the transaction did …

A. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. B. A statement of dissolution cancels a filed statement of partnership…

A. Except as otherwise provided in subsection B of this section or in section 29-1026, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 29-1074. B. A partner who, with knowledge of the dissolut…

A. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any s…

A. In this article, unless the context otherwise requires: 1. "Plan" means a plan of merger, interest exchange, conversion, domestication or division, as applicable. 2. "Transaction" means a merger, an interest exchange, a conversion, a domestication or a division, as applicable.…

A. If a plan is approved as provided by section 29-1083, a partnership may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and: 1. Chapter 6, article 2 of this title for a merger. 2. Chapter 6, article 3 of this titl…

The plan must be approved by all of the partners or a number or percentage specified for the transaction in the partnership agreement.

A. If the post-transaction entity is a domestic partnership, a partner of the post-transaction entity is liable for: 1. All obligations of an entity that is a party to or otherwise undertakes the transaction for which the partner was personally liable before the transaction. 2. A…

A. A partnership or limited partnership may become a limited liability partnership pursuant to this section. B. The terms and conditions of a partnership or limited partnership becoming a limited liability partnership must be approved by the vote necessary to amend the partnershi…

The name of a limited liability partnership shall: 1. Contain the words "registered limited liability partnership", "limited liability partnership", the abbreviation "R.L.L.P.", "L.L.P." or the designation "RLLP" or "LLP", in uppercase or lowercase letters, except that the name o…

A. Within sixty days after the filing with the secretary of state of a statement of qualification, there shall be published in a newspaper of general circulation in the county of the limited liability partnership's chief executive office, or if the limited liability partnership's…

A. A limited liability partnership and a foreign limited liability partnership authorized to do business in this state shall designate and continuously maintain in this state a statutory agent for service of process on the limited liability partnership. The sole duty of the statu…

A. The laws of the state or other jurisdiction under which a foreign limited liability partnership is formed or created govern relations among the partners and between the partners and the partnership, and the liability of partners for obligations or the partnership. B. A foreign…

A. Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification which shall include the following: 1. The name of the foreign limited liability partnership which satisfies the requirements of section 29-1102 and…

A. A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has filed a statement of foreign qualification. B. The failure of a foreign limited liability partnership to file a statement of foreign …

A. Activities of a foreign limited liability partnership that do not constitute transacting business pursuant to this article include: 1. Maintaining, defending or settling an action or proceeding. 2. Holding meetings of its partners or carrying on any other activity concerning i…

The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this article.

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

This act does not affect: 1. An action or proceeding commenced or right accrued or any liability incurred before the effective date of this chapter. 2. The validity or enforceability of any provision of a partnership agreement which was valid or enforceable under any prior statut…

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…