Title 10 — Corporations and Associations

A. A corporation's board of directors may propose dissolution for submission to the shareholders. B. For a proposal to dissolve to be adopted both: 1. The board of directors shall recommend dissolution to the shareholders, unless the board of directors determines that because of …

A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the commission for filing articles of dissolution setting forth all of the following: 1. The name of the corporation. 2. The date dissolution was authorized. 3. If dissolution was approv…

A. A corporation may revoke its dissolution within one hundred twenty days of its effective date. B. Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directo…

A. A dissolved corporation continues its corporate existence but shall not carry on any business except that business appropriate to wind up and liquidate its business and affairs, including: 1. Collecting its assets. 2. Disposing of its properties that will not be distributed in…

A. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. B. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time and from time to time after its effective date. The …

A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. B. The notice shall: 1. Be published one time in a newspaper of general circulation in the county where t…

The commission may commence a proceeding under section 10-1421 to administratively dissolve a corporation if either: 1. The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 1 through 17 of this title. 2. The corporation does …

A. If the commission determines that one or more grounds exist under section 10-1420 for dissolving a corporation, it shall serve the corporation with written notice of its determination under section 10-504. B. If the corporation does not correct each ground for dissolution or d…

A. A corporation administratively dissolved under section 10-1421 may apply to the commission for reinstatement within six years after the effective date of dissolution. The application shall both: 1. Recite the name of the corporation and the effective date of its administrative…

A. The court may dissolve a corporation in a proceeding by the attorney general if it is established that either: 1. The corporation obtained its articles of incorporation through fraud. 2. The corporation has continued to exceed or abuse the authority conferred on it by law. B. …

A. Venue for a proceeding by the attorney general to dissolve a corporation or for a proceeding brought by any other party named in section 10-1430 is in the county where a corporation's known place of business is or was last located. B. It is not necessary to make shareholders p…

A. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate or manage the business and affairs of the corporation. After notifying all parties to the proceeding and any interested persons designated by the court…

A. If after a hearing the court determines that one or more of the grounds for judicial dissolution described in section 10-1430 exist, it may enter a decree that dissolves the corporation and that specifies the effective date. The clerk of the court shall deliver a certified cop…

A. In a proceeding under section 10-1430, subsection B to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may e…

Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who either cannot be found or who is not competent to receive them and does not have a legal representative who is legally competent to receive them shall be red…

A. A foreign corporation shall not transact business in this state until it is granted authority to transact business in this state as provided in this chapter from the commission. B. The following activities, among others, do not constitute transacting business within the meanin…

A. A foreign corporation transacting business in this state without a grant of authority shall not be permitted to maintain a proceeding in any court in this state until it is authorized to transact business. B. The successor to a foreign corporation that transacted business in t…

A. A foreign corporation may apply for authority to transact business in this state by delivering an application and a certificate of disclosure to the commission for filing. The certificate of disclosure shall contain the information set forth in section 10-202, subsection D and…

A. Whenever the articles of incorporation of a foreign corporation authorized to transact business in this state are amended or restated by merger or otherwise, within sixty days after the amendment or restatement becomes effective, the foreign corporation shall deliver to the co…

A. A grant of authority to transact business authorizes the foreign corporation to transact business in this state subject to the right of this state to revoke the grant of authority as provided in chapters 1 through 17 of this title. B. A foreign corporation with a valid grant o…

A. If the corporate name of a foreign corporation does not satisfy the requirements of section 10-401, to obtain or maintain a grant of authority to transact business in this state the foreign corporation: 1. Shall either: (a) Add the word "association", "bank", "company", "corpo…

Each foreign corporation authorized to transact business in this state shall continuously maintain in this state both: 1. A known place of business that may be the address of its statutory agent. 2. A statutory agent who may be either: (a) An individual who resides in this state.…

A. A foreign corporation authorized to transact business in this state may change its known place of business or statutory agent by delivering to the commission for filing a statement of change, which may be the annual report, that sets forth: 1. The name of the foreign corporati…

A. The statutory agent of a foreign corporation may resign the agency appointment by delivering to the commission for filing an original and two copies of a signed statement of resignation. The statement of resignation may include a disclosure that the known place of business of …

A. The statutory agent appointed by a foreign corporation is an agent of the foreign corporation on whom process, notice or demand that is required or permitted by law to be served on the foreign corporation may be served and that, when so served, is lawful personal service on th…

A. A foreign corporation authorized to transact business in this state shall not withdraw from this state until the commission files its application for withdrawal. B. A foreign corporation authorized to transact business in this state may apply to surrender the authority by deli…

A. A majority of the duly authorized officers of a foreign corporation that has not issued shares or that has not commenced transacting business in this state may withdraw the foreign corporation by delivering to the commission for filing an application for withdrawal that sets f…

The commission may commence a proceeding under section 10-1531 to revoke the authority of a foreign corporation to transact business in this state if any of the following conditions exist: 1. The foreign corporation does not deliver its annual report to the commission within the …

A. If the commission determines that one or more grounds exist under section 10-1530 for revocation of a grant of authority, the commission shall serve the foreign corporation with written notice of the determination under section 10-1510. B. If the foreign corporation does not c…

A. A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of director…

A. Any shareholder who has been a holder of record of shares or of a voting trust beneficial interest therefor at least six months immediately preceding its demand or will be the holder of record of or the holder of record of a voting trust beneficial interest for at least five p…

A. A shareholder's agent or attorney has the same inspection and copying rights as the shareholder it represents. B. The right to copy records under section 10-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. C. The corpo…

A. If a corporation does not allow a shareholder who complies with section 10-1602, subsection A to inspect and copy any records required by that subsection to be available for inspection, the court in the county where the corporation's known place of business is located may summ…

A. A corporation shall furnish its shareholders annual financial statements that may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, and that include a balance sheet as of the end of the fiscal year, an income stateme…

If a corporation indemnifies or advances expenses to a director under sections 10-851 through 10-854, the corporation shall report the indemnification or advance in writing to the shareholders with or before the annual financial statements required under section 10-1620. Failure …

A. Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the commission for filing an annual report that sets forth all of the following: 1. The name of the corporation and the state or country under whose law it is …

A. On the filing of a petition for bankruptcy or the appointment of a receiver for any corporation, the corporation shall deliver a statement to the commission listing: 1. All officers, directors, trustees and major stockholders of the corporation within one year of filing the pe…

If a state agency can confirm through the commission that an applicant for renewal of a license or registration is entitled to the issuance of a certificate of good standing at the time of the inquiry, the agency shall not require an applicant to obtain a certificate.

A. If any report, certificate or other statement made or public notice given by the officers or directors of a corporation is false in a material representation or if any book, record or account of the corporation is knowingly or wrongfully altered, the officers, directors or age…

A. A person who knowingly fails or refuses within the time prescribed by this chapter to answer truthfully any interrogatories propounded to that person by the commission in accordance with this chapter or who signs any articles, statement, report, application or other document f…

The commission may propound to any domestic or foreign corporation subject to chapters 1 through 17 of this title and to any officer or director of the corporation interrogatories as may be reasonably necessary and proper to enable it to ascertain whether the corporation complied…

Interrogatories propounded by the commission and the answers to the interrogatories shall not be open to public inspection and the commission shall not disclose any facts or information obtained from the interrogatories and answers except if its official duty requires the facts o…

All copies of documents delivered to and filed by the commission in accordance with chapters 1 through 17 of this title when certified by it shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the facts stated in the documents.…

A. Except as provided in subsection C or D of this section, any person that authorizes or signs a report, certificate, notice or other document with respect to a corporation that is delivered for filing with the commission pursuant to this chapter and that has knowledge at the ti…

A. Except as provided in subsection B, beginning January 1, 1996 chapters 1 through 17 of this title apply to all Arizona corporations that were incorporated under or that were subject to chapter 1, articles 1 through 12 of this title on December 31, 1995. B. Beginning January 1,…

A foreign corporation authorized to transact business in this state on January 1, 1996 is subject to chapters 1 through 17 of this title but is not required to obtain a new certificate of authority to transact business under chapters 1 through 17 of this title.

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.…