Arizona Revised Statutes Title 29 - Partnership

Chapter 1 GENERAL PROVISIONS
Article 1 Names of Trading Firms

• § 29-101 Effect Of Name Of Trading Firm Upon Liability Of Firm Property For Personal Debts
  If a person transacts business as a merchant or trader, using the word agent, factor, company, co., or words of like significance or import,...
• § 29-102 Certificate Of Name Required For Certain Firms
  A. Every partnership transacting business in this state under a fictitious name, or a designation not showing the names of the persons interested as...
• § 29-103 Partnerships Not Required To Record Certificate
  A. A partnership transacting business under a firm name or style which contains the surnames of all persons interested as partners, or one formed...
• § 29-104 Service Of Summons In Actions Against Partners; Judgment
  A. Pursuant to subsections B and C of this section, in actions against partners, the summons and complaint may be served upon one partner,...

Chapter 3 LIMITED PARTNERSHIPS
Article 1 General Provisions

• § 29-301 Definitions
  In this chapter, unless the context otherwise requires: 1. " Certificate of limited partnership" means the certificate referred to in section 29-308, and the...
• § 29-302 Name
  The name of each limited partnership as set forth in its certificate of limited partnership: 1. Shall contain the words " limited partnership" or...
• § 29-303 Reservation Of Name
  A. The exclusive right to the use of a name may be reserved by: 1. Any person intending to organize a limited partnership under...
• § 29-304 Specified Office And Agent
  A. Each limited partnership shall continuously maintain in this state: 1. An office, which may but need not be a place of its business...
• § 29-305 Records To Be Kept
  A. Each limited partnership shall keep at the office referred to in section 29-304, paragraph 1 the following: 1. A current list of the...
• § 29-306 Nature Of Business
  A limited partnership may carry on any business that a partnership without limited partners may carry on except banking and insurance.
• § 29-307 Business Transactions Of Partner With Partnership
  Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to...

Article 2 Formation: Certificate of Limited Partnership

• § 29-308 Certificate Of Limited Partnership
  A. In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary...
• § 29-309 Amendment To Certificate; Restatement
  A. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The...
• § 29-310 Cancellation Of Certificate
  A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other...
• § 29-311 Execution Of Certificates
  A. Each certificate required by this article to be filed in the office of the secretary of state shall be executed in the following...
• § 29-312 Execution By Judicial Act
  If a person required by section 29-311 to execute any certificate of limited partnership fails or refuses to do so, any other person who...
• § 29-313 Filing In Office Of Secretary Of State; Acceptance
  A. Two signed copies of the certificate of limited partnership and of any restated certificate of limited partnership or any certificates of amendment or...
• § 29-314 Liability For False Statement In Certificate
  If any certificate of limited partnership or certificate of amendment, restated certificate of limited partnership or certificate of cancellation contains a false statement, one...
• § 29-315 Scope Of Notice
  The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership...
• § 29-316 Delivery Of Certificates To Limited Partners
  Upon the return by the secretary of state pursuant to section 29-313 of a certificate marked " filed" , the general partners shall promptly...

Article 3 Limited Partners

• § 29-317 Admission Of Limited Partners
  A. A person becomes a limited partner: 1. At the time the limited partnership is formed; or 2. At any later time specified in...
• § 29-318 Voting
  Subject to section 29-319, the partnership agreement may grant to all or a specified group of the limited partners the right to vote on...
• § 29-319 Liability To Third Parties
  A. Except as provided in subsection D of this section, a limited partner is not liable for the obligations of a limited partnership unless...
• § 29-320 Person Erroneously Believing Himself Limited Partner
  A. Except as provided in subsection B, a person who makes a contribution to a business enterprise and erroneously but in good faith believes...
• § 29-321 Information
  Each limited partner has the right to: 1. Inspect and copy any of the partnership records required to be maintained by section 29-305; and...

Article 4 General Partners

• § 29-322 Admission Of Additional General Partners
  After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the...
• § 29-323 Events Of Withdrawal
  Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a...
• § 29-324 General Powers And Liabilities
  A. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers...
• § 29-325 Contributions By General Partner
  A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions...
• § 29-326 Voting
  The partnership agreement may grant to all or certain identified general partners the right to vote on a per capita or any other basis,...

Article 5 Finance

• § 29-327 Form Of Contribution
  The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or...
• § 29-328 Liability For Contribution
  A. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing and signed...
• § 29-329 Sharing Of Profits And Losses
  The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in...
• § 29-330 Sharing Of Distributions
  Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner...

Article 6 Distributions and Withdrawal

• § 29-331 Interim Distributions
  Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership...
• § 29-332 Withdrawal Of General Partner
  A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal...
• § 29-333 Withdrawal Of Limited Partner
  A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership...
• § 29-334 Distribution On Withdrawal
  A. On the withdrawal of a limited partner, except as otherwise provided in writing in the partnership agreement, the withdrawn limited partner and his...
• § 29-335 Distribution In Kind
  Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and...
• § 29-336 Right To Distribution
  At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to,...
• § 29-337 Limitations On Distribution; Treatment As Income
  A. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities...
• § 29-338 Liability On Return Of Contribution
  A. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he...

Article 7 Assignment of Partnership Interests

• § 29-339 Nature Of Partnership Interest
  A partnership interest is personal property.
• § 29-340 Assignment Of Partnership Interest
  Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does...
• § 29-341 Rights Of Judgment Creditor
  On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the...
• § 29-342 Right Of Assignee To Become Limited Partner
  A. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent...
• § 29-343 Power Of Estate Of Deceased Or Incompetent Partner
  If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or...

Article 8 Dissolution

• § 29-344 Nonjudicial Dissolution
  A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: 1....
• § 29-345 Judicial Dissolution
  On application by or for a partner or assignee or any other successor in interest of a partner, the superior court may decree dissolution...
• § 29-346 Winding Up
  Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners...
• § 29-347 Distribution Of Assets
  Upon the winding up of a limited partnership, the assets shall be distributed as follows: 1. To creditors, including partners who are creditors, to...

Article 9 Foreign Limited Partnerships

• § 29-348 Law Governing
  Subject to the constitution of this state: 1. The laws of the state or other jurisdiction under which a foreign limited partnership is organized...
• § 29-349 Registration
  Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited...
• § 29-350 Issuance Of Registration
  A. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:...
• § 29-351 Name
  A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it...
• § 29-352 Changes And Amendments
  If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described...
• § 29-353 Cancellation Of Registration
  A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by...
• § 29-354 Transaction Of Business Without Registration
  A. A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state...
• § 29-355 Action By Attorney General
  The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.

Article 10 Derivative Actions

• § 29-356 Right Of Action
  A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners...
• § 29-357 Proper Plaintiff
  In a derivative action, the plaintiff shall be a partner at the time of bringing the action and: 1. Shall have been a partner...
• § 29-358 Pleading
  In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a...
• § 29-359 Expenses
  If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a...

Article 11 Miscellaneous

• § 29-360 Construction And Application
  This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of...
• § 29-361 Short Title
  This chapter may be cited as the uniform limited partnership act.
• § 29-362 Severability
  If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions...
• § 29-363 Rules For Cases Not Provided For In This Chapter
  In any case not provided for in this chapter: 1. Chapter 5 of this title governs all limited partnerships formed from and after July...
• § 29-364 Application To Existing Limited Partnership; Definition
  A. For purposes of this chapter a limited partnership formed under any prior statute of this state and in existence on July 24, 1982...
• § 29-365 Effect Of Enactment On Accrued Rights
  The enactment of this chapter does not affect any right accrued or established or any liability or penalty incurred under any prior statute relating...
• § 29-366 Fees
  The secretary of state shall charge and collect in advance and deposit, pursuant to sections 35-146 and 35-147, in the state general fund the...

Article 12 Limited Partnership as Limited Liability Partnership

• § 29-367 Limited Partnership As Limited Liability Partnership
  A. A limited partnership is a limited liability partnership as well as a limited partnership if it: 1. Qualifies as a limited liability partnership...

Article 13 Mergers and Other Restructuring Transactions

• § 29-368 Definitions
  A. In this article, unless the context otherwise requires: 1. " Plan" means a plan of merger, interest exchange, conversion, domestication or division, as...
• § 29-373 Effect Of Transaction; Definition
  A. If the post-transaction entity is a domestic limited partnership, a partner of the post-transaction entity is liable for: 1. All obligations of an...

Chapter 4 ARIZONA LIMITED LIABILITY COMPANY ACT
Article 1 General Provisions

• § 29-601 Definitions
  In this chapter, unless the context otherwise requires: 1. " Articles of organization" means the initial articles of organization as amended or restated from...
• § 29-602 Limited Liability Company Name
  A. The name of a limited liability company as set forth in its articles of organization shall: 1. Contain the words " limited liability...
• § 29-603 Reservation Of Name
  A. The exclusive right to use a name may be reserved by: 1. A person intending to organize a limited liability company under this...
• § 29-604 Known Place Of Business And Statutory Agent To Be Maintained
  A. A limited liability company shall appoint and continuously maintain in this state: 1. A known place of business that may be the address...
• § 29-605 Change Of Known Place Of Business, Statutory Agent Or Statutory Agent's Street Address
  A. A limited liability company may change its known place of business or statutory agent, or both, by delivering to the commission a statement...
• § 29-605.01 Change Of Address Of A Member Or Manager
  A. A limited liability company may change the address of one or more of its managers or members by delivering to the commission a...
• § 29-606 Service Of Process On Limited Liability Company
  A. The statutory agent appointed by a limited liability company is an agent of the limited liability company on whom process, notice or demand...
• § 29-607 Records To Be Kept; Inspection Rights Of Members
  A. A limited liability company shall keep at its known place of business the following: 1. A current list of the full name and...
• § 29-608 Business Transactions Of Member Or Manager With Limited Liability Company
  Except as provided in an operating agreement, a member or manager may lend money to and transact other business with the limited liability company...
• § 29-609 Purpose; Insurance Business
  A. Except as provided in subsection B of this section, a limited liability company may be organized under this chapter and may conduct or...
• § 29-610 General Powers Of A Domestic Limited Liability Company
  A. A domestic limited liability company may: 1. Sue and be sued, complain and defend in its name and in all courts. 2. Purchase,...
• § 29-611 Powers Of Commission
  The commission has the power reasonably necessary to administer this chapter efficiently and to perform the duties imposed on the commission under this chapter.
• § 29-612 Interrogatories By The Commission; Information Disclosed By Interrogatories
  A. The commission may propound to any domestic or foreign limited liability company subject to this chapter and to any member or manager of...
• § 29-613 Interrogatory Or Signature Violations; Limited Liability Company Records; Classification
  A. A person who knowingly fails or refuses within the time prescribed by this chapter to answer truthfully any interrogatories propounded to that person...
• § 29-614 Certificate Of Good Standing
  A. A person may apply to the commission to furnish a certificate of good standing for a domestic or foreign limited liability company. B....
• § 29-615 Certificate Of Good Standing; License And Registration Renewal
  If a state agency can confirm through the commission that an applicant for renewal of a license or registration is entitled to the issuance...

Article 2 Formation and Articles of Organization

• § 29-631 Formation; Parents And Subsidiaries
  A. One or more persons may form a limited liability company by signing and filing with the commission an original copy of the articles...
• § 29-632 Articles Of Organization
  A. The articles of organization shall state: 1. The name of the limited liability company. 2. The name, street address in this state and...
• § 29-633 Amendment Of Articles Of Organization; Restatement; Publication
  A. The articles of organization of a limited liability company are amended by filing with the commission the articles of amendment, signed on behalf...
• § 29-634 Filing With The Commission
  A. The signed original articles of organization, the application for a certificate of registration or any other document required to be filed pursuant to...
• § 29-635 Formation Of Limited Liability Company
  A. Except as provided in section 29-634, subsection D, a limited liability company is formed when the articles of organization are delivered to the...
• § 29-636 Notice Of Existence Of Limited Liability Company
  Articles of organization that are on file with the commission constitute notice that the limited liability company is a limited liability company and are...
• § 29-637 Document Corrections
  A. A domestic or foreign limited liability company may correct a document that has been filed by the commission if the document either: 1....

Article 3 Relationship of Limited Liability Company and Members to Third Persons

• § 29-651 Liability To Third Parties
  Except as provided in this chapter, a member, manager, employee, officer or agent of a limited liability company is not liable, solely by reason...
• § 29-652 Unauthorized Assumption Of Power
  All persons who assume to act as a limited liability company without authority to do so are jointly and severally liable for all debts...
• § 29-653 Limited Liability Company Property
  A. Real property and personal property owned or purchased by a limited liability company may be held, owned and conveyed in the name of...
• § 29-654 Member Or Manager As Agent
  A. Unless the articles of organization of a limited liability company provide that management is vested in one or more managers: 1. Each member...
• § 29-655 Rights Of Judgment Creditors Of A Member
  A. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the member's interest in...
• § 29-656 Parties To Actions
  A member of a limited liability company, solely by reason of being a member, is not a proper party to proceedings by or against...
• § 29-657 Liability For False Statement In Articles; Definition
  A. If any articles of organization, articles of merger or articles of termination contain any false statement, a person, including a member of a...

Article 4 Member Relationships

• § 29-681 Management Of Limited Liability Company
  A. Unless the articles of organization provide that management of the limited liability company is vested in one or more managers, management of the...
• § 29-682 Operating Agreement
  A. The members of a limited liability company may adopt an operating agreement containing provisions they deem appropriate. All or part of an operating...
• § 29-683 Action By Written Consent
  Unless otherwise provided in an operating agreement, any action may be taken by the members or managers, as the case may be, by a...

Article 5 Contributions and Distributions

• § 29-701 Capital Contributions
  A. An interest in a limited liability company may be issued in exchange for a capital contribution or an enforceable promise to make a...
• § 29-702 Liability For Contributions
  A. A promise by a member to make a capital contribution to the limited liability company is not enforceable unless set out in writing...
• § 29-703 Interim Distributions
  A. Except as provided in this chapter, a limited liability company shall make distributions of cash or other property to its members before the...
• § 29-704 Distribution In Kind
  Except as otherwise provided in an operating agreement: 1. A member, regardless of the nature of his contribution, has no right to demand and...
• § 29-705 Status As A Creditor
  At the time a member becomes entitled to receive a distribution, that member has the status of and is entitled to all remedies available...
• § 29-706 Limitation On Distributions; Wrongful Distribution; Treatment As Income
  A. A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after...
• § 29-707 Distributions On Withdrawal
  On any event of withdrawal of a member, except as otherwise provided in an operating agreement, the withdrawn member and the withdrawn member's personal...
• § 29-708 Distribution On Winding Up
  On the winding up of a limited liability company, its assets shall be applied and distributed in the following order: 1. To creditors, including...
• § 29-709 Sharing Of Profits And Losses
  The profits and losses of a limited liability company shall be allocated among the members and among classes of members in the manner provided...

Article 6 Members

• § 29-731 Admission Of Members
  A. At the time the limited liability company is formed, a person becomes a member by either of the following: 1. Being identified as...
• § 29-732 Interest In Limited Liability Company; Transferability Of Interest; Rights Of Assignees
  A. An interest in a limited liability company is personal property and, except as provided in an operating agreement or article 11 of this...
• § 29-732.01 Ownership Of Interest In Limited Liability Company In Joint Tenancy Or Community Property With Right Of Survivorship
  A. Except as prohibited or restricted in an operating agreement, an interest in a limited liability company may be held by two or more...
• § 29-733 Events Of Withdrawal
  Except as approved by the written consent of all members at the time, a person ceases to be a member of a limited liability...
• § 29-734 Withdrawal Of Member
  A member may withdraw from a limited liability company at any time on mailing or delivering written notice of withdrawal to the other members...

Article 7 Mergers and Other Restructuring Transactions

• § 29-751 Definitions
  A. In this article, unless the context otherwise requires: 1. " Plan" means a plan of merger, interest exchange, conversion, domestication or division, as...
• § 29-752 Entity Restructuring Transactions
  A. If a plan is approved as provided by section 29-753, a domestic limited liability company may be a party to or otherwise undertake...
• § 29-753 Action On Plan
  The plan must be approved by all members of a domestic limited liability company that is to be a party to or otherwise undertake...
• § 29-754 Statement Of Merger Or Other Transaction; Publication
  A. A statement of merger, conversion, domestication or division shall serve as articles of termination for a domestic limited liability company that is not...

Article 8 Dissolution

• § 29-781 Dissolution
  A limited liability company organized under this chapter is dissolved on the occurrence of the first of the following: 1. At the time or...
• § 29-781.01 Rights Of Assignee
  If on dissolution the limited liability company has no manager and no member and none is admitted pursuant to section 29-731, subsection B, paragraph...
• § 29-782 Effect Of Dissolution
  A. After the dissolution of a limited liability company, its separate existence continues until any of the following occurs: 1. Articles of termination are...
• § 29-783 Articles Of Termination
  If all of the known property and assets of a limited liability company have been applied and distributed pursuant to this chapter, written articles...
• § 29-784 Effect Of Signing Articles Of Termination
  On the filing of the articles of termination the existence of the limited liability company ceases, except for the purpose of suits, other proceedings...
• § 29-785 Involuntary Judicial Dissolution
  A. On application by or for a member, the superior court in the county in which the known place of business of the limited...
• § 29-786 Administrative Dissolution
  A. The commission may administratively dissolve a limited liability company in the manner provided by this section if the limited liability company either: 1....

Article 9 Foreign Limited Liability Companies

• § 29-801 Law Governing Foreign Limited Liability Companies
  A. Subject to the constitution of this state: 1. The laws of the state or another jurisdiction under which a foreign limited liability company...
• § 29-802 Certificate Of Registration; Application
  A. Before transacting business in this state, a foreign limited liability company shall obtain a certificate of registration. An applicant for a certificate of...
• § 29-803 Registration Of Foreign Limited Liability Company; Certificate Of Registration
  A. If the commission finds that an application for registration conforms to law and that all requisite fees have been paid, it shall: 1....
• § 29-804 Fictitious Name Of Foreign Limited Liability Company
  A. If the name of a foreign limited liability company is unavailable for use in this state or does not satisfy the requirements of...
• § 29-805 Amendment Or Restatement To Foreign Limited Liability Companies
  A. If, after applying for or obtaining a certificate of registration pursuant to section 29-802, a foreign limited liability company amends or restates its...
• § 29-806 Requirement For Statutory Agent Of Foreign Limited Liability Company
  A foreign limited liability company authorized to transact business in this state shall: 1. Appoint and continuously maintain a statutory agent in the same...
• § 29-807 Revocation Of Certificate Of Registration Of Foreign Limited Liability Company
  A. The certificate of registration of a foreign limited liability company to transact business in this state may be revoked by the commission in...
• § 29-808 Cancellation Of Registration Of Foreign Limited Liability Company
  A foreign limited liability company may cancel its registration by filing with the commission a certificate of cancellation signed and acknowledged on its behalf...
• § 29-809 Transaction Of Business Without Registration
  A. A foreign limited liability company transacting business in this state shall not maintain an action, suit or proceeding in a court of this...
• § 29-810 Action By Attorney General
  The attorney general may bring an action to restrain a foreign limited liability company from transacting business in this state in violation of this
• § 29-811 Service Of Process On A Foreign Limited Liability Company
  Service on a foreign limited liability company shall be as provided in section 29-606.
• § 29-812 Effect Of Executing Application Or Certificate
  Execution of an application or a certificate by a foreign limited liability company constitutes an affirmation by the person who signed it under the...

Article 10 Derivative Actions

• § 29-831 Right Of Member To Bring Derivative Action
  A member may bring an action in the right of the limited liability company to recover a judgment in its favor if all of...
• § 29-832 Pleading
  In a derivative action, the complaint shall state with particularity the effort of the plaintiff to secure initiation of the action by the managers...
• § 29-833 Expenses
  A. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of...

Article 11 Professional Limited Liability Companies

• § 29-841 Definitions
  In this article, unless the context otherwise requires: 1. " Board" means the officer, agency, court or other authority in this state empowered by...
• § 29-841.01 Professional Limited Liability Company Formation
  A. One or more persons may form a professional limited liability company by filing with the commission one copy of the signed original articles...
• § 29-842 Exclusions From Article
  A. Nothing contained in this article shall alter the right of persons licensed to perform professional services from rendering those professional services. Those persons...
• § 29-843 Application Of General Limited Liability Company Law
  Professional limited liability companies shall be governed by the laws applicable to other limited liability companies except insofar as such laws shall be limited...
• § 29-844 Special Restrictions
  A. A professional limited liability company may render a category of professional services in this state only through its members, managers, officers, agents and...
• § 29-845 Name
  A. A professional limited liability company may adopt a name consisting of the full or last name of one or more of its members...
• § 29-846 Professional Relationship And Responsibility
  This chapter shall not alter any law applicable to the relationship between a person performing professional services and a person receiving those services, including...
• § 29-847 Disciplinary Powers Of Regulating Boards; Transfer Of Shares
  A. No professional limited liability company may do any act which is prohibited to be done by individuals licensed to perform professional services that...
• § 29-848 Merger, Interest Exchange, Conversion, Domestication Or Division; Definitions
  A. A domestic professional limited liability company may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication...

Article 12 Miscellaneous

• § 29-851 Filing, Service And Copying Fees; Expedited Filing And Services; Same Day And Next Day Services; Posted Wait Times; Advance Monies; Definition
  A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, the following nonrefundable fees when the following documents are delivered to...
• § 29-852 Execution By Judicial Act
  A person who is adversely affected by the failure or refusal of a person to execute and file any articles or other document to...
• § 29-853 Applicability Of Provisions To Foreign And Interstate Commerce
  This chapter applies to commerce with foreign nations and among the several states as permitted by law.
• § 29-854 Rules Of Construction
  A. The rule that statutes in derogation of the common law are to be strictly construed does not apply to this chapter. B. The...
• § 29-855 Delivery By Means Of Fax Or Electronic Transmission
  A. A person may deliver by means of a fax or electronic transmission a document that is required or permitted by this chapter to...
• § 29-856 Rules Of Law And Equity
  In any case not provided for in this chapter, the rules of law and equity, including the law merchant, govern.
• § 29-857 Taxation
  A limited liability company established under this chapter or a foreign limited liability company transacting business in this state pursuant to this chapter shall...

Chapter 5 REVISED UNIFORM PARTNERSHIP ACT
Article 1 General Provisions

• § 29-1001 Definitions
  In this chapter, unless the context otherwise requires: 1. " Business" includes every trade, occupation and profession. 2. " Chief executive office" means the...
• § 29-1002 Knowledge And Notice
  A. A person knows a fact if the person has actual knowledge of it. B. A person has notice of a fact if the...
• § 29-1003 Effect Of Partnership Agreement; Nonwaivable Provisions
  A. Except as otherwise provided in subsection B of this section, relations among the partners and between the partners and the partnership are governed...
• § 29-1004 Supplemental Principles Of Law
  A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. B. If an obligation to pay...
• § 29-1005 Execution, Filing And Recording Of Statements
  A. A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in...
• § 29-1006 Law Governing Internal Relations
  A. Except as provided in subsection B, the law of the jurisdiction in which a partnership has its chief executive office governs relations among...
• § 29-1007 Partnership Subject To Amendment Or Repeal
  A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.

Article 2 Nature of Partnership

• § 29-1011 Partnership As Entity
  A. A partnership is an entity distinct from its partners. B. A limited liability partnership is the same entity that existed before the filing...
• § 29-1012 Formation Of Partnership
  A. Except as otherwise provided in subsections B and C, the association of two or more persons to carry on as co-owners a business...
• § 29-1013 Partnership Property
  Property acquired by a partnership is property of the partnership and not of the partners individually.
• § 29-1014 When Property Is Partnership Property
  A. Property is partnership property if acquired in the name of either: 1. The partnership. 2. One or more partners with an indication in...

Article 3 Relations of Partners to Persons Dealing with Partnership

• § 29-1021 Partner Agent Of Partnership
  Subject to the effect of a statement of partnership authority under section 29-1023: 1. Each partner is an agent of the partnership for the...
• § 29-1022 Transfer Of Partnership Property
  A. Partnership property may be transferred as follows: 1. Subject to the effect of a statement of partnership authority under section 29-1023, partnership property...
• § 29-1023 Statement Of Partnership Authority
  A. A partnership may file a statement of partnership authority that: 1. Shall include: (a) The name of the partnership. (b) The street address...
• § 29-1024 Statement Of Denial
  A partner or any other person named as a partner in a filed statement of partnership authority or in a list maintained by an...
• § 29-1025 Partnership Liable For Partner's Actionable Conduct
  A. A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful...
• § 29-1026 Partner's Liability
  A. Except as otherwise provided in subsections B, C and D of this section, all partners are liable jointly and severally for all obligations...
• § 29-1027 Actions By And Against Partnership And Partners
  A. A partnership may sue and be sued in the name of the partnership. B. Except as otherwise provided in subsection F of this...
• § 29-1028 Liability Of Purported Partner
  A. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in...

Article 4 Relations of Partners to Each Other and to Partnership

• § 29-1031 Partner's Rights And Duties
  A. Each partner is deemed to have an account that is both: 1. Credited with an amount equal to the money plus the value...
• § 29-1032 Distributions In Kind
  A partner has no right to receive, and may not be required to accept, a distribution in kind.
• § 29-1033 Partner's Rights And Duties With Respect To Information
  A. A partnership shall keep its books and records, if any, at its chief executive office. B. A partnership shall provide partners and their...
• § 29-1034 General Standards Of Partner's Conduct
  A. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of...
• § 29-1035 Actions By Partnership And Partners
  A. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty...
• § 29-1036 Continuation Of Partnership Beyond Definite Term Or Particular Undertaking
  A. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or...

Article 5 Transferees and Creditors of Partner

• § 29-1041 Partner Not Co‑owner Of Partnership Property
  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.
• § 29-1042 Partner's Transferable Interest In Partnership
  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...
• § 29-1043 Transfer Of Partner's Transferable Interest
  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...
• § 29-1044 Partner's Transferable Interest Subject To Charging Order
  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...

Article 6 Partner's Dissociation

• § 29-1051 Events Causing Partner's Dissociation
  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...
• § 29-1052 Partner's Power To Dissociate; Wrongful Dissociation
  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....
• § 29-1053 Effect Of Partner's Dissociation
  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...

Article 7 Partner's Dissociation When Business Not Wound Up

• § 29-1061 Purchase Of Dissociated Partner's Interest
  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,...
• § 29-1062 Dissociated Partner's Power To Bind And Liability To Partnership
  A. For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a...
• § 29-1063 Dissociated Partner's Liability To Other Persons
  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...
• § 29-1064 Statement Of Dissociation
  A. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is...
• § 29-1065 Continued Use Of Partnership Name
  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...

Article 8 Winding Up Partnership Business

• § 29-1071 Events Causing Dissolution And Winding Up Of Partnership 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...
• § 29-1072 Partnership Continues After Dissolution
  A. Subject to subsection B of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership...
• § 29-1073 Right To Wind Up Partnership Business
  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,...
• § 29-1074 Partner's Power To Bind Partnership After Dissolution
  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...
• § 29-1075 Statement Of Dissolution
  A. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that...
• § 29-1076 Partner's Liability To Other Partners After Dissolution
  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...
• § 29-1077 Settlement Of Accounts And Contributions Among Partners
  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...

Article 9 Mergers and Other Restructuring Transactions

• § 29-1081 Definitions
  A. In this article, unless the context otherwise requires: 1. " Plan" means a plan of merger, interest exchange, conversion, domestication or division, as...
• § 29-1082 Entity Restructuring Transactions
  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...
• § 29-1083 Action On Plan
  The plan must be approved by all of the partners or a number or percentage specified for the transaction in the partnership agreement.
• § 29-1086 Effect Of Transaction; Definition
  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...

Article 10 Limited Liability Partnerships

• § 29-1101 Statement Of Qualification
  A. A partnership or limited partnership may become a limited liability partnership pursuant to this section. B. The terms and conditions of a partnership...
• § 29-1102 Name
  The name of a limited liability partnership shall: 1. Contain the words " registered limited liability partnership" , " limited liability partnership" , the...
• § 29-1103 Publication And Annual Reports; Late Filing Penalty
  A. Within sixty days after the filing with the secretary of state of a statement of qualification, there shall be published in a newspaper...
• § 29-1104 Designated Office And Agent For Service Of Process
  A. A limited liability partnership and a foreign limited liability partnership authorized to do business in this state shall designate and continuously maintain in...
• § 29-1105 Law Governing Foreign Limited Liability Partnerships
  A. The laws of the state or other jurisdiction under which a foreign limited liability partnership is formed or created govern relations among the...
• § 29-1106 Statement Of Foreign Qualification
  A. Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification which shall include the following:...
• § 29-1107 Effect Of Failure To Qualify
  A. A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has...
• § 29-1108 Activities Not Constituting Transacting Business
  A. Activities of a foreign limited liability partnership that do not constitute transacting business pursuant to this article include: 1. Maintaining, defending or settling...
• § 29-1109 Action By Attorney General
  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 11 Miscellaneous Provisions

• § 29-1110 Uniformity Of Application And Construction
  This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this...
• § 29-1111 Effect Of Enactment On Accrued Rights
  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 6 ARIZONA ENTITY RESTRUCTURING ACT
Article 1 General Provisions

• § 29-2101 Short Title
  This chapter may be cited as the " Arizona Entity Restructuring Act" .
• § 29-2102 Definitions
  In this chapter, unless the context otherwise requires: 1. " Acquired entity" means an entity in which all of one or more classes or...
• § 29-2103 Relationship To Other Laws
  A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. B. Except as specifically provided in...
• § 29-2104 Required Notice Or Approval
  A. A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in...
• § 29-2105 Status Of Filings; Matters Regarding Filing
  A. A filing under this chapter that is signed by a domestic entity becomes part of the public organizational document of the entity if...
• § 29-2106 Nonexclusivity
  The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other...
• § 29-2107 Reference To External Facts
  A plan may refer to facts that are ascertainable outside of the plan if the manner in which the facts will operate on the...
• § 29-2108 Alternative Means Of Approval Of Transactions
  Except as otherwise provided in the governing statute or organizational documents of a domestic entity, approval of a transaction under this chapter by the...
• § 29-2109 Appraisal Rights
  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...
• § 29-2110 Recording Of Statements
  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...

Article 2 Merger

• § 29-2201 Merger Authorized
  A. By complying with this article, one or more domestic entities may merge with one or more domestic or foreign entities. B. A foreign...
• § 29-2202 Plan Of Merger
  A. A domestic entity may become a merging entity in a merger under this article by approving a plan of merger. The plan must...
• § 29-2203 Approval Of Merger
  A. A plan of merger is not effective unless it has been approved both: 1. By a domestic merging entity: (a) In accordance with...
• § 29-2204 Amendment Or Abandonment Of Plan Of Merger
  A. A plan of merger of a domestic merging entity may be amended either: 1. In the same manner as the plan was approved...
• § 29-2205 Statement Of Merger; Effective Date
  A. A statement of merger must be signed on behalf of each merging entity. The statement of merger must be delivered for filing: 1....
• § 29-2206 Effect Of Merger
  A. When a merger becomes effective: 1. The surviving entity continues or comes into existence. 2. Each merging entity that is not the surviving...
• § 29-2207 Ineffectiveness Of Merger Due To Law Of Foreign Jurisdiction
  A. If a statement of merger is filed with the appropriate filing authority and the merger is not authorized by the law of the...

Article 3 Interest Exchange

• § 29-2301 Interest Exchange Authorized
  A. By complying with this article: 1. A domestic entity may acquire all of one or more classes, series or groups of interests of...
• § 29-2302 Plan Of Interest Exchange
  A. A domestic entity may be the acquired entity in an interest exchange under this article by approving a plan of interest exchange. The...
• § 29-2303 Approval Of Interest Exchange
  A. A plan of interest exchange is not effective unless it has been approved both: 1. By a domestic acquired entity: (a) In accordance...
• § 29-2304 Amendment Or Abandonment Of Plan Of Interest Exchange
  A. A plan of interest exchange of a domestic acquired entity may be amended either: 1. In the same manner as the plan was...
• § 29-2305 Statement Of Interest Exchange; Effective Date
  A. A statement of interest exchange must be signed on behalf of a domestic acquired entity. The statement of interest exchange must be delivered...
• § 29-2306 Effect Of Interest Exchange
  A. When an interest exchange becomes effective: 1. The interests in the acquired entity that are the subject of the interest exchange cease to...
• § 29-2307 Ineffectiveness Of Interest Exchange Due To Law Of Foreign Jurisdiction
  A. If a statement of interest exchange is filed with the appropriate filing authority and the interest exchange is not authorized by the law...

Article 4 Conversion

• § 29-2401 Conversion Authorized
  A. By complying with this article, a domestic entity may become either of the following: 1. A domestic entity of a different type. 2....
• § 29-2402 Plan Of Conversion
  A. A domestic entity may convert to a different type of entity under this article by approving a plan of conversion. The plan must...
• § 29-2403 Approval Of Conversion
  A. A plan of conversion is not effective unless it has been approved both: 1. By a domestic converting entity: (a) In accordance with...
• § 29-2404 Amendment Or Abandonment Of Plan Of Conversion
  A. A plan of conversion of a domestic converting entity may be amended either: 1. In the same manner as the plan was approved...
• § 29-2405 Statement Of Conversion; Effective Date
  A. A statement of conversion must be signed on behalf of the converting entity. The statement of conversion must be delivered for filing: 1....
• § 29-2406 Effect Of Conversion
  A. When a conversion becomes effective: 1. The converted entity is both of the following: (a) Organized under and subject to the governing statute...
• § 29-2407 Ineffectiveness Of Conversion Due To Law Of Foreign Jurisdiction
  A. If a statement of conversion is filed with the appropriate filing authority but the conversion is not authorized by the law of the...

Article 5 Domestication

• § 29-2501 Domestication Authorized; Definition
  A. By complying with this article, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the...
• § 29-2502 Plan Of Domestication
  A. A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a...
• § 29-2503 Approval Of Domestication
  A. A plan of domestication is not effective unless it has been approved both: 1. By a domestic domesticating entity: (a) In accordance with...
• § 29-2504 Amendment Or Abandonment Of Plan Of Domestication
  A. A plan of domestication of a domestic domesticating entity may be amended either: 1. In the same manner as the plan was approved,...
• § 29-2505 Statement Of Domestication; Effective Date
  A. A statement of domestication must be signed on behalf of the domesticating entity. The statement of domestication must be delivered for filing: 1....
• § 29-2506 Effect Of Domestication
  A. When a domestication becomes effective: 1. The domesticated entity is both: (a) Organized under and subject to the governing statute of the domesticated...
• § 29-2507 Ineffectiveness Of Domestication Due To Law Of Foreign Jurisdiction
  A. If a statement of domestication is filed with the appropriate filing authority but the domestication is not authorized by the law of the...

Article 6 Divisions

• § 29-2601 Division Authorized
  A. By complying with this article, a domestic entity may divide into either: 1. The dividing entity and one or more new entities, whether...
• § 29-2602 Plan Of Division
  A. A domestic entity may divide under this article by approving a plan of division. The plan of division must be in a record...
• § 29-2603 Approval Of Division
  A. A plan of division is not effective unless it has been approved both: 1. By a domestic dividing entity: (a) In accordance with...
• § 29-2604 Amendment Or Abandonment Of Plan Of Division
  A. A plan of division of a domestic dividing entity may be amended either: 1. In the same manner as the plan was approved...
• § 29-2605 Statement Of Division; Effective Date
  A. A statement of division must be signed on behalf of the dividing entity. The statement of division must be delivered for filing either:...
• § 29-2606 Effect Of Division
  A. When a division becomes effective: 1. If the dividing entity is to survive the division, the dividing entity continues to exist. 2. If...
• § 29-2607 Allocation Of Obligations In Division
  A. Except as provided in subsections B and C of this section, when a division becomes effective, each resulting entity is liable, jointly and...
• § 29-2608 Ineffectiveness Of Division Due To Law Of Foreign Jurisdiction
  A. If a statement of division is filed with the appropriate filing authority but the division is not authorized by the law of the...

Article 7 Miscellaneous Provisions

• § 29-2701 Consistency Of Application
  In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject...
• § 29-2702 Relation To Electronic Signatures In Global And National Commerce Act
  This chapter modifies, limits and supersedes the electronic signatures in global and national commerce act (P.L. 106-229; 114 Stat. 464; 15 United States Code...
• § 29-2703 Saving Clause
  This chapter does not affect an action or proceeding commenced or right accrued before the effective date of this section.

Last modified: October 13, 2016