Arizona Corporate Statutes govern how to form, amend, make public notice of and dissolve corporations. Shareholder disputes, mergers and acquisitions are addressed here with Bylaw requirements and Board Meetings.
Title, Chapter, Articles | Statute |
---|---|
Arizona Revised Statutes Title 10 – Corporations and Associations | |
Title 10, ARS – Corporations and Associations | |
CHAPTER 1 – GENERAL PROVISIONS | |
Article 2 – Filing Documents and Fees | |
Filing requirements | 10-120 |
Forms | 10-121 |
Filing, service and copying fees, public access fund, expedited report filing and access | 10-122 |
Effective time and date of document | 10-123 |
Correcting filed document | 10-124 |
Filing duty of commission | 10-125 |
Evidentiary effect of copy of filed document | 10-127 |
Certificate of good standing | 10-128 |
Article 3 – Arizona Corporation Commission | |
Powers | 10-130 |
Article 4 – Definitions, Notice and Shareholders | |
Definitions | 10-140 |
Notice | 10-141 |
Number of shareholders | 10-142 |
CHAPTER 2 – INCORPORATION AND TRANSFER OF DOMICILE | |
Article 1 – Incorporation | |
Incorporators | 10-201 |
Articles of incorporation and certificate of disclosure, violation, classification | 10-202 |
Incorporation | 10-203 |
Liability for noncorporate transactions | 10-204 |
Organization of corporation | 10-205 |
Bylaws | 10-206 |
Emergency bylaws | 10-207 |
CHAPTER 3 – PURPOSES AND POWERS | |
Article 1 – General Provisions | |
Purposes | 10-301 |
General powers | 10-302 |
Emergency powers | 10-303 |
Validity of actions | 10-304 |
CHAPTER 4 – NAME | |
Article 1 – General Provisions | |
Corporate name | 10-401 |
Reserved name | 10-402 |
Registered name | 10-403 |
CHAPTER 5 – OFFICE AND AGENT | |
Article 1 – Place of Business and Agent | |
Known place of business and statutory agent | 10-501 |
Change of known place of business or statutory agent | 10-502 |
Resignation of statutory agent | 10-503 |
Service on corporation | 10-504 |
CHAPTER 6 – SHARES AND DISTRIBUTIONS | |
Article 1 – Shares | |
Authorized shares | 10-601 |
Terms of class or series determined by board of directors | 10-602 |
Issued and outstanding shares | 10-603 |
Fractional shares | 10-604 |
Article 2 – Issuance of Shares | |
Subscription for shares | 10-620 |
Issuance of shares | 10-621 |
Liability of subscribers and shareholders | 10-622 |
Share dividends | 10-623 |
Share rights, options and warrants | 10-624 |
Form and content of certificates | 10-625 |
Shares without certificates | 10-626 |
Restriction on transfer of shares and other securities, definition | 10-627 |
Expense of issue | 10-628 |
Adjustment of terms of rights, options and warrants, conditions to exercise of rights, options and warrants | 10-629 |
Article 3 – Subsequent Acquisition of Shares by Shareholders and Corporation | |
Shareholders preemptive rights, definition | 10-630 |
Corporation’s acquisition of its own shares | 10-631 |
Article 4 – Distributions | |
Distribution to shareholders | 10-640 |
CHAPTER 7 – SHAREHOLDERS | |
Article 1 – Meetings | |
Annual meeting | 10-701 |
Special meeting | 10-702 |
Court ordered meeting | 10-703 |
Action by shareholders without meeting | 10-704 |
Notice of meeting | 10-705 |
Waiver of notice | 10-706 |
Record date | 10-707 |
Participation in shareholders meeting | 10-708 |
Article 2 – Voting | |
Shareholders list for meeting | 10-720 |
Voting entitlement of shares | 10-721 |
Proxies | 10-722 |
Shares held by nominees | 10-723 |
Corporation’s acceptance of votes | 10-724 |
Quorum and voting requirements for voting groups | 10-725 |
Action by single and multiple voting groups | 10-726 |
Greater quorum or voting requirements | 10-727 |
Voting for directors, cumulative voting | 10-728 |
Article 3 – Voting Trusts and Agreements | |
Voting trusts | 10-730 |
Voting agreements | 10-731 |
Shareholder agreements | 10-732 |
Article 4 – Derivative Proceedings | |
Definitions | 10-740 |
Standing | 10-741 |
Demand | 10-742 |
Stay of proceedings | 10-743 |
Dismissal | 10-744 |
Discontinuance or settlement | 10-745 |
Payment of expenses | 10-746 |
Applicability to foreign corporations | 10-747 |
CHAPTER 8 – DIRECTORS AND OFFICERS | |
Article 1 – Board of Directors | |
Board of directors | 10-801 |
Qualification of directors | 10-802 |
Number and election of directors | 10-803 |
Election of directors by certain classes or series of shareholders | 10-804 |
Terms of directors generally | 10-805 |
Staggered terms for directors | 10-806 |
Resignation of directors | 10-807 |
Removal of directors by shareholders | 10-808 |
Removal of directors by judicial proceeding | 10-809 |
Vacancy on board | 10-810 |
Compensation of directors | 10-811 |
Article 2 – Meetings and Action of the Board | |
Meetings | 10-820 |
Action by directors without meeting | 10-821 |
Notice of meetings | 10-822 |
Waiver of notice | 10-823 |
Quorum and voting | 10-824 |
Committees | 10-825 |
Article 3 – Standards of Conduct | |
General standards for directors, presumption | 10-830 |
Liability for unlawful distributions | 10-833 |
Article 4 – Officers | |
Required officers | 10-840 |
Duties of officers | 10-841 |
Standards of conduct for officers, presumption | 10-842 |
Resignation and removal of officers | 10-843 |
Contract rights of officers | 10-844 |
Article 5 – Indemnification | |
Definitions | 10-850 |
Authority to indemnify | 10-851 |
Mandatory indemnification | 10-852 |
Advance for expenses | 10-853 |
Court ordered indemnification | 10-854 |
Determination and authorization of indemnification | 10-855 |
Indemnification of officers | 10-856 |
Insurance | 10-857 |
Application of article | 10-858 |
Article 6 – Director’s Conflicting Interest Transactions | |
Definitions | 10-860 |
Judicial action | 10-861 |
Directors’ action definition | 10-862 |
Shareholders action definition | 10-863 |
CHAPTER 10 – AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS | |
Article 1 – Amendment of Articles of Incorporation | |
Authority to amend | 10-1001 |
Amendment by board of directors | 10-1002 |
Amendment by board of directors and shareholders | 10-1003 |
Voting on amendments by voting groups | 10-1004 |
Amendment before issuance of shares | 10-1005 |
Articles of amendment | 10-1006 |
Restated articles of incorporation | 10-1007 |
Amendment pursuant to reorganization | 10-1008 |
Effect of amendments | 10-1009 |
Article 2 – Amendment of Bylaws | |
Amendment by board of directors or shareholders | 10-1020 |
Bylaw increasing quorum or voting requirement for shareholders | 10-1021 |
Bylaw increasing quorum or voting requirement for directors | 10-1022 |
CHAPTER 11 – MERGER AND SHARE EXCHANGE | |
Article 1 – General Provisions | |
Merger | 10-1101 |
Share exchange | 10-1102 |
Action on plan of merger or share exchange | 10-1103 |
Merger of subsidiary | 10-1104 |
Articles of merger or share exchange, publication | 10-1105 |
CHAPTER 12 – SALE OF ASSETS | |
Article 1 – General Provisions | |
Sale of assets in regular course of business and mortgage of assets | 10-1201 |
Sale of assets other than in regular course of business | 10-1202 |
CHAPTER 13 – DISSENTERS RIGHTS | |
Article 1 – Dissent and Payment for Shares | |
Definitions | 10-1301 |
Right to dissent | 10-1302 |
Dissent by nominees and beneficial owners | 10-1303 |
Article 2 – Procedure for Exercise of Dissenters’ Rights | |
Notice of dissenters rights | 10-1320 |
Notice of intent to demand payment | 10-1321 |
Dissenters’ notice | 10-1322 |
Duty to demand payment | 10-1323 |
Share restrictions | 10-1324 |
Payment | 10-1325 |
Failure to take action | 10-1326 |
After-acquired shares | 10-1327 |
Procedure if shareholder dissatisfied with payment or offer | 10-1328 |
Article 3 – Judicial Appraisal of Shares | |
Court action | 10-1330 |
Court costs and attorney fees | 10-1331 |
CHAPTER 14 – DISSOLUTION | |
Article 1 – Voluntary Dissolution | |
Dissolution by incorporators or initial directors | 10-1401 |
Dissolution by board of directors and shareholders | 10-1402 |
Articles of dissolution, effective date of dissolution | 10-1403 |
Revocation of dissolution | 10-1404 |
Effect of dissolution | 10-1405 |
Known claims against dissolved corporation, definition | 10-1406 |
Unknown claims against dissolved corporation | 10-1407 |
Article 2 – Administrative Dissolution | |
Grounds for administrative dissolution | 10-1420 |
Procedure for and effect of administrative dissolution | 10-1421 |
Reinstatement following administrative dissolution | 10-1422 |
Article 3 – Judicial Dissolution | |
Grounds for judicial dissolution or equitable relief | 10-1430 |
Procedure for judicial dissolution or equitable relief | 10-1431 |
Receivership | 10-1432 |
Decree of dissolution | 10-1433 |
Election to purchase in lieu of dissolution | 10-1434 |
Article 4 – Miscellaneous | |
Deposit with department of revenue | 10-1440 |
CHAPTER 15 – FOREIGN CORPORATION | |
Article 1 – Grant of Authority | |
Authority to transact business required | 10-1501 |
Consequences of transacting business without authority, penalty | 10-1502 |
Application for authority to transact business | 10-1503 |
Delivery of changes, changes requiring new authority | 10-1504 |
Effect of grant of authority | 10-1505 |
Corporate name of foreign corporation | 10-1506 |
Known place of business and statutory agent of foreign corporation | 10-1507 |
Change of known place of business or statutory agent of foreign corporation | 10-1508 |
Resignation of statutory agent of foreign corporation | 10-1509 |
Service on foreign corporation | 10-1510 |
Article 2 – Withdrawal | |
Withdrawal of foreign corporation | 10-1520 |
Article 3 – Revocation of Grant of Authority | |
Grounds for revocation | 10-1530 |
Procedure for and effect of revocation, reinstatement | 10-1531 |
CHAPTER 16 – RECORDS AND REPORTS | |
Article 1 – Records | |
Corporate records | 10-1601 |
Inspection of records by shareholders | 10-1602 |
Scope of inspection right, charge | 10-1603 |
Court ordered inspection | 10-1604 |
Article 2 – Reports | |
Financial statements for shareholders | 10-1620 |
Other reports to shareholders | 10-1621 |
Annual report | 10-1622 |
Statement of bankruptcy or receivership, interrogatories before subsequent incorporation, violation, classification, definitions | 10-1623 |
Article 3 – Miscellaneous Provisions | |
Certificate of good standing, license and registration renewal | 10-1630 |
Civil liability for false statements | 10-1631 |
Interrogatory or signature violations, corporate records, classification | 10-1632 |
Interrogatories by the commission | 10-1633 |
Information disclosed by interrogatories | 10-1634 |
Certified copies received in evidence | 10-1635 |
CHAPTER 17 – TRANSITION PROVISIONS | |
Article 1 – General Provisions | |
Application to existing domestic corporations | 10-1701 |
Application to qualified foreign corporations | 10-1702 |
CHAPTER 18 – MISCELLANEOUS PROVISIONS AND CORPORATIONS | |
Article 1 – Close Corporations | |
Law applicable to close corporations | 10-1801 |
Definitions | 10-1802 |
Mandatory provisions of articles of incorporation | 10-1803 |
Optional provisions of articles of incorporation | 10-1804 |
Managers | 10-1805 |
Settlement of disputes, arbitration | 10-1806 |
Option to dissolve | 10-1807 |
Purposes | 10-1808 |
Capital units, transfers and encumbrances | 10-1809 |
Definition of relative rights of capital units | 10-1810 |
Changes in investor relationships | 10-1811 |
Variable relative rights | 10-1812 |
Limitation of liability | 10-1813 |
Appointment of conservator | 10-1814 |
Involuntary dissolution or liquidation pursuant to court order | 10-1815 |
Court relief other than dissolution, liquidation or appointment of conservator | 10-1816 |
Merger of close corporations | 10-1817 |
Article 2 – Unclaimed Shares and Dividends | |
Claim for unclaimed shares or dividends | 10-1841 |
Payment of claim | 10-1842 |
Court action upon refusal to pay claim | 10-1843 |
Article 4 – Business Trusts | |
Definitions | 10-1871 |
Classifications of business trusts | 10-1872 |
Form of association authorized | 10-1873 |
Required delivery to commission, certified copy of trust instrument | 10-1874 |
Amendments to trust instrument, filing, recordation | 10-1876 |
Powers, construction of instrument, binding effect of terms and conditions | 10-1877 |
Taxation | 10-1878 |
Corporation laws applicable | 10-1879 |
CHAPTER 19 – CORPORATIONS AND ASSOCIATIONS NOT FOR PROFIT | |
Article 1 – Cooperative Marketing Associations | |
Definitions | 10-2001 |
Law governing associations | 10-2002 |
Requirements for formation, limitation on association profits | 10-2003 |
Articles of incorporation, amendments | 10-2004 |
Powers of association | 10-2005 |
Bylaws, renewal upon expiration of contract period | 10-2006 |
By laws concerning property rights of members, amendment | 10-2007 |
Eligibility for membership | 10-2008 |
Membership certificates, voting, liability | 10-2009 |
Appraisal of interest and payment upon withdrawal or expulsion of member | 10-2010 |
General powers of directors, election, compensation | 10-2011 |
Organization of board of directors | 10-2012 |
Removal of officer or director | 10-2013 |
General and special meetings of association, notice | 10-2014 |
Referral to membership | 10-2015 |
Marketing contract, remedies for breach | 10-2016 |
Pilot agreement, list of other agreements, recording | 10-2017 |
Investments, limitation, disposition of profits | 10-2018 |
Annual Reports | 10-2019 |
License and other fees, tax exemption | 10-2020 |
Distribution of unclaimed reserves | 10-2021 |
Associations not deemed in restraint of trade | 10-2022 |
Inducing breach of contract, spreading false report, classification | 10-2023 |
Producer distributor agreement not to join, become or remain member of cooperative or trade association | 10-2024 |
Exemption from security law | 10-2025 |
Article 2 – Electric Cooperative Nonprofit Membership Corporations | |
Definitions | 10-2051 |
Purpose | 10-2052 |
Requirements for formation | 10-2053 |
Name | 10-2054 |
Articles of incorporation | 10-2055 |
Amendment of articles | 10-2056 |
Powers of electric cooperative | 10-2057 |
Board of directors, compensation, term, quorum, | 10-2058 |
Officers of cooperative | 10-2059 |
Members in cooperative | 10-2060 |
Nonliability of members for cooperative indebtedness | 10-2061 |
Annual and special meetings of members, notice, quorum, voting | 10-2062 |
Waiver of notice of meeting | 10-2063 |
Bylaws | 10-2064 |
Districts, boundaries | 10-2065 |
Change of location of principal office | 10-2066 |
Nonprofit operation | 10-2067 |
Disposition of property | 10-2068 |
Recording of mortgages, effect | 10-2069 |
Use of roads and streets, notice, protest | 10-2070 |
Consolidation | 10-2073 |
Merger | 10-2074 |
Effect of consolidation or merger | 10-2075 |
Conversion of existing corporations | 10-2076 |
Dissolution | 10-2077 |
Filing of articles | 10-2078 |
Fees | 10-2079 |
Exemption from securities regulations | 10-2080 |
Exemption from antitrust statutes | 10-2081 |
Taking of acknowledgments by officer or member | 10-2082 |
Construction of article | 10-2083 |
Article 3 – Fraternal and Benevolent Societies | |
Requirements for formation | 10-2101 |
Powers of trustees | 10-2102 |
Title to property of society | 10-2103 |
Election, removal and meetings of trustees | 10-2104 |
Filing facsimile of society insignia | 10-2105 |
Wearing insignia of patriotic or fraternal order without authority to obtain aid, classification | 10-2106 |
Article 4 – Nonprofit Electric Generation and Transmission Cooperative Corporations | |
Definitions | 10-2121 |
Purpose | 10-2122 |
Incorporators | 10-2123 |
Use of name | 10-2124 |
Articles of incorporation | 10-2125 |
Amendment of articles, change of location of principal office | 10-2126 |
Powers of a generation and transmission cooperative | 10-2127 |
Membership in a generation and transmission cooperative, voting, nonliability | 10-2128 |
Annual and special meetings of members, notice, quorum | 10-2129 |
Board of directors, term, compensation, quorum | 10-2130 |
Officers of a generation and transmission cooperative | 10-2131 |
Bylaws | 10-2132 |
Nonprofit operation | 10-2133 |
Disposition of property | 10-2134 |
Recording of mortgages, effect | 10-2135 |
Use of roads and streets, notice, protest | 10-2136 |
Prohibition of duplication of service | 10-2138 |
Consolidation | 10-2139 |
Merger | 10-2140 |
Conversion of cooperatives into generation and transmission cooperatives | 10-2141 |
Effect of consolidation or merger | 10-2142 |
Dissolution | 10-2143 |
Filing of articles | 10-2144 |
Fees | 10-2145 |
Exemption from securities regulations | 10-2146 |
Exemption from antitrust statutes | 10-2147 |
Taking of acknowledgments by officer or member | 10-2148 |
Admission of foreign generation and transmission cooperatives | 10-2149 |
CHAPTER 20 – PROFESSIONAL CORPORATIONS | |
Article 1 – General Provisions | |
Definitions | 10-2201 |
Application of Arizona business corporation act | 10-2202 |
Article 2 – Creation | |
Election of professional corporation status | 10-2210 |
Purposes | 10-2211 |
General powers | 10-2212 |
Rendering professional services, applicability | 10-2213 |
Prohibited activities, authorized investments | 10-2214 |
Corporation name | 10-2215 |
Article 3 – Shares | |
Issuance of shares | 10-2220 |
Shares and professional corporation status on shares | 10-2221 |
Share transfer restriction | 10-2222 |
Compulsory acquisition of shares after death, dissolution or disqualification of shareholder | 10-2223 |
Acquisition procedure | 10-2224 |
Court action to appraise shares | 10-2225 |
Court costs and fees of experts | 10-2226 |
Cancellation of disqualified shares | 10-2227 |
Definition of disqualified shareholder | 10-2228 |
Article 4 – Governance | |
Directors and officers | 10-2230 |
Voting of shares | 10-2231 |
Professional relationship | 10-2232 |
Privileged communications | 10-2233 |
Responsibility for professional services | 10-2234 |
Article 5 – Reorganization and Termination | |
Merger | 10-2240 |
Termination of professional corporation status | 10-2241 |
Judicial dissolution | 10-2242 |
Article 6 – Foreign Professional Corporations | |
Authority to transact business | 10-2244 |
Application for authority to transact business | 10-2245 |
Revocation of certificate of authority | 10-2246 |
Article 8 – Transition Provisions | |
Application to existing corporations | 10-2249 |
CHAPTER 21 – BUSINESS DEVELOPMENT CORPORATIONS | |
Article 1 – Formation and Operation | |
Definitions | 10-2251 |
Purposes | 10-2252 |
General powers | 10-2253 |
Capital stock | 10-2254 |
Loans by members | 10-2255 |
Authority to become shareholders | 10-2256 |
Temporary board of directors | 10-2257 |
Board of directors | 10-2258 |
Method of incorporation | 10-2259 |
Approval of articles of incorporation, incorporation | 10-2260 |
Authorization to commence business | 10-2261 |
Surplus and dividends | 10-2262 |
Investment of excess funds | 10-2263 |
Members as agents for corporations | 10-2264 |
Supervision and reports | 10-2265 |
Dissolution or liquidation | 10-2266 |
CHAPTER 23 – CORPORATE TAKEOVERS | |
Article 1 – In General | |
Definitions | 10-2701 |
Duties of director | 10-2702 |
Special meetings of shareholders | 10-2703 |
Limitation on share repurchases, definition | 10-2704 |
Compensation agreements | 10-2705 |
Application | 10-2706 |
Article 2 – Control Share Acquisitions | |
Control share acquisitions, exemption from article | 10-2721 |
Information statement | 10-2722 |
Meeting of shareholders | 10-2723 |
Financing | 10-2724 |
Voting rights | 10-2725 |
Rights of action | 10-2726 |
Redemption | 10-2727 |
Article 3 – Business Combinations | |
Business combination with interested shareholder, approval by committee of the directors | 10-2741 |
Requirements after three years | 10-2742 |
Business combinations, exemptions | 10-2743 |
CHAPTER 24 – GENERAL PROVISIONS-NONPROFIT CORPORATIONS | |
Article 1 – Short Title | |
Short title | 10-3101 |
Reservation of power to amend or repeal | 10-3102 |
Article 2 – Filing Documents and Fees-Nonprofit Corporations | |
Filing requirements | 10-3120 |
Forms | 10-3121 |
Filing, service and copying fees, public access fund, expedited report filing and access | 10-3122 |
Effective time and date of document | 10-3123 |
Correcting filed document | 10-3124 |
Filing duty of commission | 10-3125 |
Evidentiary effect of copy of filed document | 10-3127 |
Certificate of good standing | 10-3128 |
Article 3 – Arizona Corporation Commission | |
Powers | 10-3130 |
Article 4 – Definitions, Notice, Private Foundations, Judicial Relief and Religious Organizations | |
Definitions | 10-3140 |
Notice | 10-3141 |
Private foundations, definition | 10-3150 |
Judicial relief | 10-3160 |
Religious corporations, constitutional protections | 10-3180 |
CHAPTER 25 – INCORPORATION AND TRANSFER OF DOMICILE-NONPROFIT CORPORATIONS | |
Article 1 – Incorporation | |
Incorporators | 10-3201 |
Articles of incorporation, violation, classification | 10-3202 |
Incorporation | 10-3203 |
Liability for noncorporate transactions | 10-3204 |
Organization of corporation | 10-3205 |
Bylaws | 10-3206 |
Emergency bylaws | 10-3207 |
Article 2 – Transfer of Domicile | |
Transfer of domicile | 10-3220 |
Adoption of articles of domestication | 10-3221 |
Articles of domestication | 10-3222 |
Certificate of disclosure and certificate of good standing | 10-3223 |
Recording and publication of articles of domestication | 10-3224 |
Effect of change of domicile | 10-3225 |
Transfer of domicile from this state | 10-3226 |
CHAPTER 26 – PURPOSES AND POWERS-NONPROFIT CORPORATIONS | |
Article 1 – General Provisions | |
Purposes | 10-3301 |
General powers | 10-3302 |
Emergency powers | 10-3303 |
Validity of actions, exceptions | 10-3304 |
CHAPTER 27 – NAME-NONPROFIT CORPORATIONS | |
Article 1 – General Provisions | |
Corporate name | 10-3401 |
Reserved name | 10-3402 |
Registered name | 10-3403 |
CHAPTER 28 – OFFICE AND AGENT-NONPROFIT CORPORATIONS | |
Article 1 – Place of Business and Agent | |
Known place of business and statutory agent | 10-3501 |
Change of known place of business and statutory agent | 10-3502 |
Resignation of statutory agent | 10-3503 |
Service on corporation | 10-3504 |
CHAPTER 29 – MEMBERS AND MEMBERSHIP-NONPROFIT CORPORATIONS | |
Article 1 – Admission of Members | |
Admission | 10-3601 |
Consideration | 10-3602 |
No requirement of members | 10-3603 |
Article 2 – Types of Membership-Members’ Rights and Obligations | |
Difference in rights and obligations of members | 10-3610 |
Transfers | 10-3611 |
Member’s liability to third parties | 10-3612 |
Member’s liability for dues, assessments and fees | 10-3613 |
Creditor’s action against member | 10-3614 |
Article 3 – Resignation and Termination | |
Resignation | 10-3620 |
Termination, expulsion and suspension | 10-3621 |
Purchase of memberships | 10-3622 |
Article 4 – Derivative Suits | |
Definitions | 10-3630 |
Standing | 10-3631 |
Demand | 10-3632 |
Stay of proceedings | 10-3633 |
Dismissal | 10-3634 |
Discontinuance or settlement | 10-3635 |
Payment of expenses | 10-3636 |
Applicability to foreign corporations | 10-3637 |
Article 5 – Delegates | |
Delegates | 10-3640 |
CHAPTER 30 – MEMBERS’ MEETINGS AND VOTING-NONPROFIT CORPORATIONS | |
Article 1 – Meetings and Action Without Meetings | |
Annual and regular meetings, exceptions | 10-3701 |
Special meeting | 10-3702 |
Court ordered meeting, costs, attorney fees | 10-3703 |
Action by written consent, definition | 10-3704 |
Notice of meeting | 10-3705 |
Waiver of notice | 10-3706 |
Record date, determining members entitled to notice and vote | 10-3707 |
Action by written ballot | 10-3708 |
Article 2 – Voting | |
Members’ list for meeting | 10-3720 |
Voting entitlement generally | 10-3721 |
Quorum requirements | 10-3722 |
Voting requirements | 10-3723 |
Proxies | 10-3724 |
Cumulative voting for directors | 10-3725 |
Other methods of electing directors | 10-3726 |
Corporation’s acceptance of votes | 10-3727 |
Article 3 – Voting Agreement and Trusts | |
Voting trusts | 10-3730 |
Voting agreements | 10-3731 |
Member agreements | 10-3732 |
CHAPTER 31 – DIRECTORS AND OFFICERS-NONPROFIT CORPORATIONS | |
Article 1 – Board of Directors | |
Requirement for and duties of board | 10-3801 |
Qualifications of directors | 10-3802 |
Number of directors | 10-3803 |
Election, designation and appointment of directors | 10-3804 |
Terms of directors generally | 10-3805 |
Staggered terms for directors | 10-3806 |
Resignation of directors | 10-3807 |
Removal of directors elected by members or directors | 10-3808 |
Removal of designated or appointed directors | 10-3809 |
Removal of directors by judicial proceeding | 10-3810 |
Vacancy on board | 10-3811 |
Compensation of directors | 10-3812 |
Article 2 – Meetings and Action of the Board | |
Regular and special meetings | 10-3820 |
Action without meeting | 10-3821 |
Call and notice of meetings | 10-3822 |
Waiver of notice | 10-3823 |
Quorum and voting | 10-3824 |
Committees of the board | 10-3825 |
Article 3 – Standards of Conduct | |
General standards for directors | 10-3830 |
Liability for unlawful distributions | 10-3833 |
Article 4 – Office’s | |
Officers | 10-3840 |
Duties and authority of officers | 10-3841 |
Standards of conduct for officers | 10-3842 |
Resignation and removal of officers | 10-3843 |
Contract rights of officers | 10-3844 |
Officers’ authority to execute documents | 10-3845 |
Article 5 – Indemnification | |
Definitions | 10-3850 |
Authority to indemnify | 10-3851 |
Mandatory indemnification | 10-3852 |
Advance for expenses | 10-3853 |
Court ordered indemnification | 10-3854 |
Determination and authorization of indemnification | 10-3855 |
Indemnification of officers | 10-3856 |
Insurance | 10-3857 |
Application of article | 10-3858 |
Article 6 – Director’s Conflicting Interest Transactions | |
Definitions | 10-3860 |
Judicial action | 10-3861 |
Directors’ action, definition | 10-3862 |
Members’ action, definition | 10-3863 |
Conflict of interest policy, exceptions | 10-3864 |
CHAPTER 33 – AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS-NONPROFIT CORPORATIONS | |
Article 1 – Articles of Incorporation | |
Authority to amend | 10-11001 |
Amendment by board of directors | 10-11002 |
Amendment by board of directors and members | 10-11003 |
Class voting by members on amendments | 10-11004 |
Articles of amendment | 10-11006 |
Restated articles of incorporation | 10-11007 |
Amendment pursuant to reorganization | 10-11008 |
Effect of amendment and restatement | 10-11009 |
Article 2 – Bylaws | |
Amendment by board of directors | 10-11020 |
Amendment by board of directors or members | 10-11021 |
Class voting by members on amendments | 10-11022 |
Bylaw increasing quorum or voting requirement for members | 10-11023 |
Bylaw increasing quorum or voting requirement for directors | 10-11024 |
Article 3 – Articles of Incorporation and Bylaws | |
Approval by third persons | 10-11030 |
Amendment terminating members or redeeming or canceling memberships | 10-11031 |
CHAPTER 34 – MERGERS-NONPROFIT CORPORATIONS | |
Article 1 – General Provisions | |
Approval of plan of merger | 10-11101 |
Membership exchange | 10-11102 |
Action on plan by board, members and third persons | 10-11103 |
Articles of merger or membership exchange, publication | 10-11105 |
Effect of merger or membership exchange | 10-11106 |
Merger or exchange with other entities | 10-11107 |
Requests, devises and gifts | 10-11108 |
CHAPTER 35 – SALE OF ASSETS-NONPROFIT CORPORATIONS | |
Article 1 – General Provisions | |
Sale of assets in regular course of activities and mortgage of assets | 10-11201 |
Sale of assets other than in regular course of activities | 10-11202 |
CHAPTER 35.1 – HOSPITAL AND COMMUNITY HEALTH CENTER MERGERS AND OTHER TRANSACTIONS | |
Article 1 – General Provisions | |
Definitions | 10-11251 |
Scope, included transactions, excluded transactions | 10-11252 |
Public hearing, notice, requirements, summary report | 10-11253 |
Applicability | 10-11254 |
CHAPTER 36 – DISTRIBUTIONS-NONPROFIT CORPORATIONS | |
Article 1 – General Provisions | |
Prohibited distributions | 10-11301 |
Authorized distributions | 10-11302 |
CHAPTER 37 – DISSOLUTION-NONPROFIT CORPORATIONS | |
Article 1 – Voluntary Dissolution | |
Dissolution by incorporators or directors and third persons | 10-11401 |
Dissolution by directors and third persons | 10-11402 |
Articles of dissolution | 10-11403 |
Revocation of dissolution | 10-11404 |
Effect of dissolution | 10-11405 |
Known claims against dissolved corporation | 10-11406 |
Unknown claims against dissolved corporation | 10-11407 |
Article 2 – Administrative Dissolution | |
Grounds for administrative dissolution | 10-11420 |
Procedure for and effect of administrative dissolution | 10-11421 |
Reinstatement following administrative dissolution | 10-11422 |
Article 3 – Judicial Dissolution | |
Grounds for judicial dissolution | 10-11430 |
Procedure for judicial dissolution | 10-11431 |
Receivership | 10-11432 |
Decree of dissolution | 10-11433 |
Article 4 – Miscellaneous | |
Deposit with department of revenue | 10-11440 |
CHAPTER 38 – FOREIGN CORPORATIONS-NONPROFIT CORPORATIONS | |
Article 1 – Grant of Authority | |
Authority to conduct affairs required | 10-11501 |
Consequences of conducting affairs without authority | 10-11502 |
Application for certificate of authority | 10-11503 |
Changes requiring new authority | 10-11504 |
Effect of grant of authority | 10-11505 |
Corporate name of foreign corporation | 10-11506 |
Known place of business and statutory agent of foreign corporation | 10-11507 |
Change of known place of business or statutory agent of foreign corporation | 10-11508 |
Resignation of statutory agent of foreign corporation | 10-11509 |
Service on foreign corporation | 10-11510 |
Article 2 – Withdrawal | |
Withdrawal of foreign corporation | 10-11520 |
Article 3 – Revocation of Certificate of Authority | |
Grounds for revocation | 10-11530 |
Procedure and effect of revocation | 10-11531 |
CHAPTER 39 – RECORDS AND REPORTS-NONPROFIT CORPORATIONS | |
Article 1 – Records | |
Corporate records | 10-11601 |
Inspection of records by members | 10-11602 |
Scope of inspection rights, charge | 10-11603 |
Court ordered inspection | 10-11604 |
Limitations on use of membership list | 10-11605 |
Article 2 – Reports | |
Financial statements for members | 10-11620 |
Report of indemnification to members | 10-11621 |
Annual report | 10-11622 |
Statement of bankruptcy or receivership, interrogatories before subsequent incorporation, violation, classification, definition | 10-11623 |
Article 3 – Miscellaneous Provisions | |
Certificate of good standing, license and registration renewal | 10-11630 |
Civil liability for false statements | 10-11631 |
Interrogatory or signature violations, corporate records, classification | 10-11632 |
Interrogatories by the commission | 10-11633 |
Information disclosed by interrogatories | 10-11634 |
Certified copies received in evidence | 10-11635 |
CHAPTER 40 – TRANSITION PROVISIONS-NONPROFIT CORPORATIONS | |
Article 1 – General Provisions | |
Application to existing domestic corporations | 10-11701 |
Application to qualified foreign corporations | 10-11702 |
CHAPTER 41 – INVESTMENTS FOR ELEEMOSYNARY PURPOSES | |
Article 1 – General Provisions | |
Definitions | 10-11801 |
Appropriation of appreciation | 10-11802 |
Rule of construction | 10-11803 |
Investment authority | 10-11804 |
Delegation of investment management | 10-11805 |
Standard of conduct | 10-11806 |
Release of restrictions on use or investment | 10-11807 |
CHAPTER 42 – CORPORATE SOLE | |
Article 1 – General Provisions | |
Purposes for which corporation sole may be formed | 10-11901 |
Requirements for formation | 10-11902 |
Articles of incorporation, amendment | 10-11903 |
Powers of corporation sole | 10-11904 |
Execution of instruments | 10-11905 |
Succession of title and authority | 10-11906 |
Succession of title to religious property held by person not incorporated as corporation sole | 10-11907 |
Officer, director, law applicable to corporations sole | 10-11908 |
This index of laws applies to forming Arizona Corporations. Click here to view all titles of the Arizona Revised Statutes, and see this page for Arizona LLC Statutes