Title 29 — Partnership

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.]

This chapter may be cited as the "Arizona limited liability company act".

In this chapter, unless the context otherwise requires: 1. "Articles of organization" means the articles required by section 29-3201. Articles of organization includes the articles as amended or restated. 2. "Commission" means the corporation commission. 3. "Contribution" means p…

A. A person knows a fact if the person either: 1. Has actual knowledge of the fact. 2. Is deemed to know the fact under law other than this chapter. B. A person has notice of a fact if the person either: 1. Has reason to know the fact from all of the facts known to the person at …

The law of this state governs both of the following: 1. The internal affairs of a limited liability company. 2. The liability of a member as member and a manager as manager for a debt, an obligation or another liability of a limited liability company.

A. Except as otherwise provided in subsections C and D of this section: 1. The operating agreement governs all of the following: (a) Relations among the members as members and between the members and the limited liability company. (b) The rights and duties under this chapter of a…

A. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. B. A person that becomes a member is deemed to assent to the operating agreement. C. Two or more persons intendi…

A. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified conditio…

A. A limited liability company is an entity distinct from its member or members. B. Except as provided in subsections C and D of this section, a limited liability company may have any lawful purpose, regardless of whether the purpose is for profit. C. A limited liability company …

A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.

A. Before September 1, 2020, this chapter applies only to the following: 1. A limited liability company that is formed, converted or domesticated on or after September 1, 2019 or a registered foreign limited liability company that is registered in this state on or after September…

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

A. The name of a limited liability company must contain the phrase "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC" in uppercase or lowercase letters. B. Except as otherwise provided in subsection D of this section, the name of …

A. A person may reserve the exclusive use of a name that complies with section 29-3112 by delivering an application to the commission for filing. The application must state the name and address of the applicant and the name to be reserved. If the commission finds that the name is…

A. A foreign limited liability company not registered to do business in this state under article 9 of this chapter may register its name, or an alternate name adopted pursuant to section 29-3906, if the name is distinguishable on the records of the commission or the secretary of …

A. Each limited liability company and each registered foreign limited liability company shall designate and maintain a statutory agent in this state. Unless the statutory agent signed the document making the appointment, the appointment of a statutory agent is not effective until…

A. A limited liability company or registered foreign limited liability company may change its statutory agent, its principal address, the address of one or more of its managers or members or the address of its statutory agent by delivering to the commission for filing a statement…

A. A statutory agent may resign as an agent for a limited liability company or registered foreign limited liability company by delivering to the commission for filing a statement of resignation that states all of the following: 1. The name of the company or foreign company. 2. Th…