Title 10, Corporations and Associations

A. The affairs of a corporation shall be conducted by a board of directors, consisting of fifteen persons, who shall all be at least eighteen years of age and be citizens of the United States. In addition, the executive director of the Arizona development board or its successor, …

A. A corporation may be formed by five or more residents of this state who each subscribe to at least one share of stock of the corporation. B. The articles of incorporation shall set forth: 1. The name of the proposed corporation, which shall include the words "business developm…

A. The articles of incorporation required by this chapter shall be filed with the deputy director of financial institutions. Within sixty days after the receipt of the articles of incorporation, the deputy director shall approve or disapprove the articles of incorporation. B. If …

A corporation formed under this chapter shall not begin the transaction of any business, except such as is incident to its organization or to the obtaining of members of subscriptions to or payment for its shares, until it certifies to the deputy director of financial institution…

Each year a corporation shall set apart, as earned surplus, all of its net earnings until such earned surplus shall equal the total of the capital and paid-in surplus then outstanding or ten per cent of the total outstanding borrowings of the corporation whichever is greater. The…

A. If the board of directors determines at any time that funds are available in excess of the demands and needs of the corporation, the corporation may invest such funds as follows: 1. In an account of any bank or savings and loan association authorized to do business in Arizona.…

A corporation may by contract authorize and empower any member to act as agent for the corporation in the carrying out of the purposes for which such corporation was formed and to render to the corporation such administrative auditing, collecting and other related fiscal services…

The deputy director of financial institutions may supervise, examine and control a corporation in the same manner as financial institutions are so supervised, examined and controlled by the deputy director pursuant to law, except that it shall not be the duty of the deputy direct…

In the event of dissolution or liquidation of a corporation none of the corporation's assets shall be distributed to the shareholders until all sums due the members of the corporation as creditors have been paid in full.

A. A domestic business development 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 domestic business development co…

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…

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 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. …

In this chapter, unless the context otherwise requires: 1. "Acquiring person" means a person that makes or proposes to make a control share acquisition. If two or more persons act as a partnership, syndicate or other group pursuant to any agreement, arrangement, relationship, und…

In discharging the duties of the position of director under this chapter, a director of an issuing public corporation, in considering the best interests of the corporation, shall consider the long-term as well as the short-term interests of the corporation and its shareholders in…

A. Special meetings of the shareholders of issuing public corporations may be called for any purpose or purposes under this chapter at any time by any of the following: 1. The president. 2. The secretary. 3. Two or more directors. 4. A person authorized in the articles of incorpo…

A. An issuing public corporation shall not, directly or indirectly, purchase or agree to purchase any shares from a beneficial owner of more than five per cent of the voting power of the issuing public corporation for more than the average market price of the shares if the shares…

During any tender offer or request or invitation for tenders of any class or series of shares of an issuing public corporation, other than an offer, request or invitation by the issuing public corporation, the issuing public corporation shall not enter into or amend, directly or …

A. This chapter applies only to issuing public corporations and to corporations which elect pursuant to subsection C of this section to be subject to: 1. All of the provisions of this article. 2. All of the provisions of article 2 of this chapter. 3. All of the provisions of arti…

A. This article does not apply to a control share acquisition if any of the following applies: 1. The articles of incorporation or bylaws of the issuing public corporation contain a provision adopted before it became an issuing public corporation and not subsequently amended expr…

A. Not later than ten days after a control share acquisition, the acquiring person shall deliver to the issuing public corporation at its principal executive office an information statement containing all of the following: 1. The identity of the acquiring person, including the id…

If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to section 10-2722 and has made, or has made a bona fide written offer to make, a control share acquisition and gives a written undertaking to pay or reimburse the issuing …

No call of a special meeting of the shareholders of the issuing public corporation is required to be made pursuant to section 10-2723 and no consideration of the voting rights to be accorded to shares referred to in section 10-2725, subsection A acquired or to be acquired pursuan…

A. Shares of an issuing public corporation that are acquired by an acquiring person in a control share acquisition and that exceed the threshold of voting power of any of the ranges prescribed in section 10-2722, subsection A, paragraph 4 have the same voting rights as other shar…

An acquiring person, an issuing public corporation and shareholders of an issuing public corporation may sue at law or in equity to enforce the provisions of this article.

A. Unless otherwise expressly provided in the articles of incorporation or in bylaws approved by the shareholders of an issuing public corporation, the issuing public corporation may call for redemption of all but not less than all shares referred to in section 10-2725, subsectio…

A. Except for the provisions of section 10-2743, an issuing public corporation may not engage in any business combination or vote, consent or otherwise act to authorize a subsidiary of the issuing public corporation to engage in any business combination with respect to, proposed …

Except for the provisions of sections 10-2741 and 10-2743, an issuing public corporation may not engage at any time in any business combination or vote, consent or otherwise act to authorize a subsidiary of the issuing public corporation to engage in any business combination with…

A. This article does not apply to any business combination of an issuing public corporation if any of the following applies: 1. The articles of incorporation or bylaws of the issuing public corporation contain a provision adopted before it became an issuing public corporation and…

Chapters 24 through 40 shall be known and may be cited as the Arizona nonprofit corporation act.

The legislature has the power to amend or repeal all or part of this act at any time and all domestic and foreign corporations subject to this act are governed by the amendment or repeal.

A. In order to qualify for filing by the commission, a document shall satisfy the requirements of this section and any other section of chapters 24 through 42 of this title that adds to or varies these requirements. B. Chapters 24 through 42 of this title require or permit filing…

A. Certificates, reports and statements required by section 10-3202, subsection D and sections 10-11622 and 10-11623 to be delivered to and filed by the commission shall be made on the forms that are prescribed and furnished by the commission. B. The commission may prescribe and …

A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, in the state general fund the following nonrefundable fees when the documents described in this subsection are delivered to the commission for filing or issuance: Document Fee 1. Articles of inco…

A. Except as provided in subsections B and C of this section, a document delivered to the commission for filing is effective when the document is delivered to the commission for filing. B. A document may specify a delayed effective time or date, or both, and if so, the document i…

A. A domestic or foreign corporation may correct a document that has been filed by the commission if the document either: 1. Contains an incorrect statement and the correction does not materially alter a substantive provision. 2. Was defectively executed, attested, sealed, verifi…

A. At the time of delivery of a document to the commission, the commission shall stamp, endorse or attach the date and time of delivery of the document. B. The commission shall file a document delivered to the commission for filing if both of the following apply: 1. The commissio…