Session:

Arizona Revised Statutes

Chapter 1
GENERAL PROVISIONS
Sec: 29-101-29-104
Article 1Names of Trading Firms
  • 29-101
  • Effect of name of trading firm upon liability of firm property for personal debts
  • 29-102
  • Certificate of name required for certain firms
  • 29-103
  • Partnerships not required to record certificate
  • 29-104
  • Service of summons in actions against partners; judgment
Chapter 3
LIMITED PARTNERSHIPS
Sec: 29-301-29-373
Article 1General Provisions
  • 29-304
  • Specified office and agent
  • 29-307
  • Business transactions of partner with partnership
Article 2Formation: Certificate of Limited Partnership
  • 29-308
  • Certificate of limited partnership
  • 29-309
  • Amendment to certificate; restatement
  • 29-310
  • Cancellation of certificate
  • 29-311
  • Execution of certificates
  • 29-312
  • Execution by judicial act
  • 29-313
  • Filing in office of secretary of state; acceptance
  • 29-314
  • Liability for false statement in certificate
  • 29-316
  • Delivery of certificates to limited partners
Article 3Limited Partners
  • 29-317
  • Admission of limited partners
  • 29-319
  • Liability to third parties
  • 29-320
  • Person erroneously believing himself limited partner
Article 4General Partners
  • 29-322
  • Admission of additional general partners
  • 29-324
  • General powers and liabilities
  • 29-325
  • Contributions by general partner
Article 5Finance
  • 29-328
  • Liability for contribution
  • 29-329
  • Sharing of profits and losses
  • 29-330
  • Sharing of distributions
Article 6Distributions and Withdrawal
  • 29-332
  • Withdrawal of general partner
  • 29-333
  • Withdrawal of limited partner
  • 29-334
  • Distribution on withdrawal
  • 29-337
  • Limitations on distribution; treatment as income
  • 29-338
  • Liability on return of contribution
Article 7Assignment of Partnership Interests
  • 29-339
  • Nature of partnership interest
  • 29-340
  • Assignment of partnership interest
  • 29-341
  • Rights of judgment creditor
  • 29-342
  • Right of assignee to become limited partner
  • 29-343
  • Power of estate of deceased or incompetent partner
Article 8Dissolution
  • 29-344
  • Nonjudicial dissolution
Article 9Foreign Limited Partnerships
  • 29-350
  • Issuance of registration
  • 29-353
  • Cancellation of registration
  • 29-354
  • Transaction of business without registration
  • 29-355
  • Action by attorney general
Article 10Derivative Actions
Article 11Miscellaneous
  • 29-360
  • Construction and application
  • 29-363
  • Rules for cases not provided for in this chapter
  • 29-364
  • Application to existing limited partnership; definition
  • 29-365
  • Effect of enactment on accrued rights
Article 12Limited Partnership as Limited Liability Partnership
  • 29-367
  • Limited partnership as limited liability partnership
Article 13Mergers and Other Restructuring Transactions
  • 29-369
  • Entity restructuring transactions
  • 29-373
  • Effect of transaction; definition
Chapter 5
REVISED UNIFORM PARTNERSHIP ACT
Sec: 29-1001-29-1111
Article 1General Provisions
  • 29-1003
  • Effect of partnership agreement; nonwaivable provisions
  • 29-1004
  • Supplemental principles of law
  • 29-1005
  • Execution, filing and recording of statements
  • 29-1006
  • Law governing internal relations
  • 29-1007
  • Partnership subject to amendment or repeal
Article 2Nature of Partnership
  • 29-1014
  • When property is partnership property
Article 3Relations of Partners to Persons Dealing with Partnership
  • 29-1021
  • Partner agent of partnership
  • 29-1022
  • Transfer of partnership property
  • 29-1023
  • Statement of partnership authority
  • 29-1025
  • Partnership liable for partner's actionable conduct
  • 29-1027
  • Actions by and against partnership and partners
  • 29-1028
  • Liability of purported partner
Article 4Relations of Partners to Each Other and to Partnership
  • 29-1031
  • Partner's rights and duties
  • 29-1033
  • Partner's rights and duties with respect to information
  • 29-1034
  • General standards of partner's conduct
  • 29-1035
  • Actions by partnership and partners
  • 29-1036
  • Continuation of partnership beyond definite term or particular undertaking
Article 5Transferees and Creditors of Partner
  • 29-1041
  • Partner not co-owner of partnership property
  • 29-1042
  • Partner's transferable interest in partnership
  • 29-1043
  • Transfer of partner's transferable interest
  • 29-1044
  • Partner's transferable interest subject to charging order
Article 6Partner's Dissociation
  • 29-1051
  • Events causing partner's dissociation
  • 29-1052
  • Partner's power to dissociate; wrongful dissociation
  • 29-1053
  • Effect of partner's dissociation
Article 7Partner's Dissociation When Business Not Wound Up
  • 29-1061
  • Purchase of dissociated partner's interest
  • 29-1062
  • Dissociated partner's power to bind and liability to partnership
  • 29-1063
  • Dissociated partner's liability to other persons
  • 29-1065
  • Continued use of partnership name
Article 8Winding Up Partnership Business
  • 29-1071
  • Events causing dissolution and winding up of partnership business
  • 29-1072
  • Partnership continues after dissolution
  • 29-1073
  • Right to wind up partnership business
  • 29-1074
  • Partner's power to bind partnership after dissolution
  • 29-1076
  • Partner's liability to other partners after dissolution
  • 29-1077
  • Settlement of accounts and contributions among partners
Article 9Mergers and Other Restructuring Transactions
  • 29-1082
  • Entity restructuring transactions
  • 29-1086
  • Effect of transaction; definition
Article 10Limited Liability Partnerships
  • 29-1103
  • Publication and annual reports; late filing penalty
  • 29-1104
  • Designated office and agent for service of process
  • 29-1105
  • Law governing foreign limited liability partnerships
  • 29-1106
  • Statement of foreign qualification
  • 29-1107
  • Effect of failure to qualify
  • 29-1108
  • Activities not constituting transacting business
Article 11Miscellaneous Provisions
  • 29-1110
  • Uniformity of application and construction
  • 29-1111
  • Effect of enactment on accrued rights
Chapter 6
ARIZONA ENTITY RESTRUCTURING ACT
Sec: 29-2101-29-2703
Article 1General Provisions
  • 29-2104
  • Required notice or approval
  • 29-2105
  • Status of filings; matters regarding filing
  • 29-2107
  • Reference to external facts
  • 29-2108
  • Alternative means of approval of transactions
Article 2Merger
  • 29-2204
  • Amendment or abandonment of plan of merger
  • 29-2205
  • Statement of merger; effective date
  • 29-2207
  • Ineffectiveness of merger due to law of foreign jurisdiction
Article 3Interest Exchange
  • 29-2301
  • Interest exchange authorized
  • 29-2303
  • Approval of interest exchange
  • 29-2304
  • Amendment or abandonment of plan of interest exchange
  • 29-2305
  • Statement of interest exchange; effective date
  • 29-2306
  • Effect of interest exchange
  • 29-2307
  • Ineffectiveness of interest exchange due to law of foreign jurisdiction
Article 4Conversion
  • 29-2404
  • Amendment or abandonment of plan of conversion
  • 29-2405
  • Statement of conversion; effective date
  • 29-2407
  • Ineffectiveness of conversion due to law of foreign jurisdiction
Article 5Domestication
  • 29-2501
  • Domestication authorized; definition
  • 29-2504
  • Amendment or abandonment of plan of domestication
  • 29-2505
  • Statement of domestication; effective date
  • 29-2507
  • Ineffectiveness of domestication due to law of foreign jurisdiction
Article 6Divisions
  • 29-2604
  • Amendment or abandonment of plan of division
  • 29-2605
  • Statement of division; effective date
  • 29-2607
  • Allocation of obligations in division
  • 29-2608
  • Ineffectiveness of division due to law of foreign jurisdiction
Article 7Miscellaneous Provisions
  • 29-2702
  • Relation to electronic signatures in global and national commerce act
Chapter 7
ARIZONA LIMITED LIABILITY COMPANY ACT
Sec: 29-3101-29-4202
Article 1General Provisions
  • 29-3105
  • Operating agreement; scope, function and limitations
  • 29-3106
  • Operating agreement; effect on limited liability company and persons becoming members; preformation agreement
  • 29-3107
  • Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company
  • 29-3108
  • Nature, purpose and duration of limited liability company
  • 29-3110
  • Application to existing relationships
  • 29-3111
  • Supplemental principles of law and equity
  • 29-3114
  • Registration of name by a foreign limited liability company
  • 29-3117
  • Resignation of statutory agent
  • 29-3118
  • Change of name or address by statutory agent
  • 29-3119
  • Service of process, notice or demand
  • 29-3121
  • Reservation of power to amend or repeal
Article 2Formation; Articles of Organization and Other Filings
  • 29-3201
  • Formation of limited liability company; articles of organization
  • 29-3202
  • Amendment or restatement of articles of organization
  • 29-3203
  • Signing of records to be delivered for filing to the commission
  • 29-3204
  • Signing and filing pursuant to judicial order
  • 29-3205
  • Liability for inaccurate information in filed record
  • 29-3208
  • Withdrawal of filed record before effectiveness
  • 29-3210
  • Duty of commission to file; refusal to file; delivery of record by commission
  • 29-3211
  • Certificate of good standing or registration
  • 29-3212
  • Interrogatories by the commission; information disclosed by interrogatories
  • 29-3213
  • Fees; filing services; definition
Article 3Relations of Members and Managers to Persons Dealing with Limited Liability Company
  • 29-3301
  • Agency power of member and manager
  • 29-3304
  • Liability of members and managers
Article 4Relations of Members to Each Other and to Limited Liability Company
  • 29-3401
  • Becoming a member; transferable interest; ownership of interest in limited liability company
  • 29-3403
  • Liability for contributions
  • 29-3404
  • Sharing of and right to distributions before dissolution
  • 29-3405
  • Limitations on distributions
  • 29-3406
  • Liability for improper distributions
  • 29-3407
  • Management of limited liability company
  • 29-3408
  • Reimbursement; indemnification; advancement; insurance
  • 29-3409
  • Standards of conduct for members and managers
  • 29-3410
  • Records to be kept; rights to information and records of member, manager and person dissociated as member
Article 5Transferable Interests and Rights of Transferees and Creditors
  • 29-3501
  • Nature of transferable interest
  • 29-3502
  • Transfer of transferable interest
  • 29-3504
  • Power of legal representative of deceased member
Article 6Dissociation
  • 29-3601
  • Power to dissociate as member; wrongful dissociation
  • 29-3602
  • Events causing dissociation
Article 7Dissolution and Winding Up
  • 29-3704
  • Known claims against dissolved limited liability company
  • 29-3705
  • Other claims against dissolved limited liability company
  • 29-3707
  • Disposition of assets in winding up
  • 29-3710
  • Judicial review of denial of reinstatement
Article 8Actions by Members
  • 29-3805
  • Special litigation committee
  • 29-3806
  • Proceeds and expenses; voluntary dismissal or settlement
  • 29-3807
  • Other remedies in direct and derivative actions
Article 9Foreign Limited Liability Companies
  • 29-3902
  • Registration to do business in this state
  • 29-3903
  • Foreign registration statement
  • 29-3904
  • Amendment of foreign registration statement
  • 29-3905
  • Activities not constituting doing business
  • 29-3906
  • Noncomplying name of foreign limited liability company
  • 29-3910
  • Termination of registration
  • 29-3911
  • Withdrawal of registration
Article 10Merger, Interest Exchange, Conversion, Domestication and Division
  • 29-4003
  • Entity restructuring transactions
  • 29-4005
  • Statement of merger or other transaction as articles of termination; publication or posting
Article 11Professional Limited Liability Companies
  • 29-4102
  • Professional limited liability company formation
  • 29-4104
  • Application of general limited liability company law
  • 29-4107
  • Professional relations and responsibility
  • 29-4108
  • Disciplinary powers of regulating licensing authorities
Article 12Miscellaneous Provisions
  • 29-4201
  • Uniformity of application and construction
  • 29-4202
  • Relation to electronic signatures in global and national commerce act