HB2273 - 472R

Be it enacted by the Legislature of the State of Arizona:

Section 1. Section 10-122.01, Arizona Revised Statutes, is amended to read:

START_STATUTE10-122.01. Public access fund; purpose; exemption; money on deposit account

A. A public access fund is established. The commission shall administer the fund. The fund consists of monies received pursuant to:

1. Section 10‑122, subsections F, G, H and K.

2. Section 10‑3122, subsections E, F, G I and J K.

3. Section 29‑851, subsections E and F.

B. Except as provided in subsection C of this section:

1. Monies in the fund are subject to legislative appropriation.

2. The commission shall spend monies in the fund for a part of the general administrative and legal expenses of the commission and to purchase, install and maintain an improved data processing system on the premises of the commission. The data processing system shall be designed to allow direct on‑line access by any person at a remote location to all public records that are filed with the commission pursuant to this title and title 29, chapter 4.

3. When sufficient monies have been collected pursuant to section 10‑122, subsections F, G and H, section 10‑3122, subsections E, F and G subsection I and section 29‑851, subsection E to pay for the purchase and installation of the data processing system, the commission shall not charge and collect the fees prescribed in section 10‑122, subsection H or section 10‑3122, subsection G H.

4. Monies in the fund are exempt from the provisions of section 35‑190 relating to lapsing of appropriations, except that any unencumbered monies in excess of two hundred thousand dollars at the end of each fiscal year revert to the state general fund.

C. The money on deposit account is established in the public access fund as a separate account consisting of monies received pursuant to section 10‑122, subsection K, section 10‑3122, subsection J K and section 29‑851, subsection F. Monies in the money on deposit account:

1. Are held in trust by the commission.

2. May be withdrawn by the commission only:

(a) To cover fees that are due pursuant to this title or title 29, chapter 4 on delivery of documents for filing or on a request for services by a person who advanced monies to the commission pursuant to section 10‑122, subsection K, section 10‑3122, subsection J K or section 29‑851, subsection F.

(b) To refund the monies advanced in subdivision (a) of this paragraph if the person who requested services pursuant to subdivision (a) of this paragraph requests the refund.

3. Are not subject to either:

(a) Legislative appropriation.

(b) Reversion to the state general fund. END_STATUTE

Sec. 2. Section 10-124, Arizona Revised Statutes, is amended to read:

START_STATUTE10-124. Correcting filed document; articles of incorporation; authority to transact business

A. A domestic or foreign corporation may correct a document that is delivered to the commission for filing or a document that has been filed by the commission pursuant to chapters 1 through 17 of this title if the document either:

1. Contains an incorrect statement and the correction does not materially alter a substantive provision.

2. Was defectively executed, attested, verified or acknowledged.

B. A document is corrected by both:

1. Preparing articles of correction that:

(a) Describe the document or attach a copy of it to the articles.

(b) Specify the date the document was delivered to the commission.

(d) Correct the incorrect statement or other defect.

2. Delivering the articles to the commission for filing.

C. Articles of correction are effective on the effective date of the document they correct except as to persons who rely on the incorrect statement or other defect and who are adversely affected by the correction. As to those persons, articles of correction are effective as provided in section 10‑123.

D. If a document is corrected after it has been delivered to the commission but before it is reviewed by the commission for filing, the commission shall file the document and the articles of correction simultaneously and both the document and the articles of correction are effective on the effective date of the document that has been corrected.

E. D. If a document articles of incorporation, articles of domestication or an application for authority to transact business is rejected for filing by the commission, because of a defect that can be corrected by articles of correction, the document the articles or application may be refiled resubmitted within thirty days of the date of rejection together with articles of correction a copy of the rejected document. If the articles of correction cure resubmitted articles or application cures the defect that caused the rejection, both the document and the articles of correction the resubmitted articles or application shall be filed by the commission and, except as provided in subsection C of this section, are is effective on the date that would have been the effective date of filing the document articles or application if it the articles or application had not been rejected. END_STATUTE

Sec. 3. Section 10-401, Arizona Revised Statutes, is amended to read:

START_STATUTE10-401. Corporate name

A. A corporate name:

1. Shall contain the word "association", "bank", "company", "corporation", "limited" or "incorporated" or an abbreviation of one of these words or words or abbreviations of like import in another language.

2. Shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 10‑301 and its articles of incorporation.

3. Notwithstanding paragraph 1 of this subsection, shall not include the words "bank", "deposit", "credit union", "trust" or "trust company" separately or in combination to indicate or convey the idea that the corporation is engaged in banking or trust business unless the corporation is to be and becomes actively and substantially engaged in the banking, credit union or trust business or the corporation is a holding company holding substantial interest in companies actively and substantially engaged in the banking or trust business.

4. Shall not contain the words "limited liability company" or "limited company" or the abbreviations "L.L.C.", "L.C.", "LLC" or "LC", in uppercase or lowercase letters.

B. Except as authorized by subsections C and D of this section, a corporate name shall be distinguishable from all of the following:

1. The corporate name of a corporation incorporated in this state or a foreign corporation authorized to transact business in this state.

2. A corporate name reserved under section 10‑402 or registered under section 10‑403.

3. A fictitious name adopted by a foreign corporation under section 10‑1506.

4. The corporate name of a nonprofit corporation incorporated under this title or a foreign nonprofit or not for profit corporation authorized to conduct affairs in this state.

5. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.

6. The name of a limited liability company organized under title 29, chapter 4 or a foreign limited liability company authorized to transact business in this state.

7. A trade name registered pursuant to title 44, chapter 10, article 3.1.

8. The name of a registered limited liability partnership registered under title 29, chapter 2 5, article 7 10 or a foreign registered limited liability partnership authorized to transact business in this state.

C. A corporation may apply to the commission for authorization to use a name that is not distinguishable from one or more of the names described in subsection B of this section. The commission shall authorize use of the name applied for if either:

1. The other corporation entity consents to the use in writing and submits an undertaking in a form satisfactory to the commission to change its name to a name that is distinguishable from the name of the applying corporation.

2. The applicant delivers to the commission a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

D. A corporation may use the name, including a fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation either has:

1. Merged with the other corporation.

2. Been formed by reorganization of the other corporation.

3. Acquired all or substantially all of the assets, including the corporate name, of the other corporation.

E. Chapters 1 through 17 of this title do not control the use of fictitious names. END_STATUTE

Sec. 4. Section 10-402, Arizona Revised Statutes, is amended to read:

START_STATUTE10-402. Reserved name

A. A person may reserve the exclusive use of a corporate name, including a fictitious name to be adopted by a foreign corporation under section 10‑1506, by delivering an application to the commission for filing. The application shall be executed by the applicant or an authorized agent of the applicant and shall set forth the name and address of the applicant and the name proposed to be reserved. If the commission finds that the corporate name applied for is available, it shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty day period.

B. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the commission a signed notice of the transfer that shall be executed by the applicant or an authorized agent of the applicant and that states the name and address of the transferee. The transfer shall not extend the period for which the name is reserved. END_STATUTE

Sec. 5. Section 10-403, Arizona Revised Statutes, is amended to read:

START_STATUTE10-403. Registered name

A. A foreign corporation may register its corporate name or its corporate name with any addition required by section 10‑1506, if the name is distinguishable on the records of the commission from the corporate names that are not available under section 10‑401, subsection B.

B. A foreign corporation registers may register its corporate name or its corporate name with any addition required by section 10‑1506 by delivering to the commission for filing an application both:

1. Setting forth its corporate name or its corporate name with any addition required by section 10‑1506, the state or country of domicile and date of its incorporation and a brief description of the nature of the business in which it is engaged.

2. Accompanied by a certificate of existence or a similar document from the state or country of incorporation that has been issued within sixty days of delivering the application for filing with the commission.

C. The name is registered for the applicant's exclusive use on the effective date of the application. The registration expires one year after the effective date of the application unless it is renewed pursuant to subsection D of this section.

D. A foreign corporation whose registration is effective may renew it for successive years by delivering to the commission for filing a renewal application that complies with the requirements of subsection B of this section between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year one year after the effective date of the renewal application.

E. A foreign corporation whose registration is effective may qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation incorporated under chapters 1 through 17 of this title or by another foreign corporation authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. END_STATUTE

Sec. 6. Repeal

Section 10-504, Arizona Revised Statutes, is repealed.

Sec. 7. Title 10, chapter 5, article 1, Arizona Revised Statutes, is amended by adding a new section 10-504, to read:

START_STATUTE10-504. Service on corporation

A. The statutory agent appointed by a corporation is an agent of the corporation on whom process, notice or demand that is required or permitted by law to be served on the corporation may be served and that, when so served, is lawful personal service on the corporation.

B. If a corporation fails to appoint or maintain a statutory agent at the address shown on the records of the commission, the commission is an agent of the corporation on whom process, notice or demand may be served. Pursuant to the Arizona rules of civil procedure, service on the commission of any process, notice or demand for an entity that is registered pursuant to this title shall be made by delivering to and leaving with the commission duplicate copies of the process, notice or demand, and the commission shall immediately cause one of the copies of the process, notice or demand to be forwarded by mail, addressed to the corporation at its known place of business. Service made on the commission is returnable pursuant to applicable law relative to personal service on the corporation. If service is made on the commission, whether under this chapter or a rule of court, the corporation has thirty days to respond in addition to the time otherwise provided by law.

C. The commission shall keep a permanent record of all processes, notices and demands served on it under this section and shall record in the record the time of the service and its action with reference to the service. END_STATUTE

Sec. 8. Section 10-720, Arizona Revised Statutes, is amended to read:

START_STATUTE10-720. Shareholders' list for meeting

A. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all of its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, and shall show the address of and number of shares held by each shareholder.

B. The shareholders' list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office, the office of the corporation's transfer agent if specified in the meeting notice or at another place identified in the meeting notice in the city where the meeting will be held. A shareholder, its agent or its attorney on written demand may inspect and, subject to the requirements of section 10‑1602, subsection C, may copy the list, during regular business hours and at his expense, during the period it is available for inspection.

C. The corporation shall make the shareholders' list available at the meeting, and any shareholder, its agent or its attorney may inspect the list at any time during the meeting or any adjournment.

D. If the corporation refuses to allow a shareholder, its agent or its attorney to inspect the shareholders' list before or at the meeting or copy the list as permitted by subsection B of this section, the court in the county where a corporation's principal office, or, if none in this state, its registered office known place of business, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

E. Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting. END_STATUTE

Sec. 9. Section 10-1506, Arizona Revised Statutes, is amended to read:

START_STATUTE10-1506. Corporate name of foreign corporation

A. If the corporate name of a foreign corporation does not satisfy the requirements of section 10‑401, to obtain or maintain a grant of authority to transact business in this state the foreign corporation:

1. Shall either:

(a) Add the word "association", "bank", "company", "corporation" or "incorporated" or an abbreviation of one of these words to its corporate name for use in this state.

(b) Use a fictitious name that satisfies the requirements of section 10‑401 to transact business in this state if its real name is unavailable and it delivers to the commission for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.

2. Shall not include language in its corporate name stating or implying that the foreign corporation is organized for a purpose other than that permitted by section 10‑301 and its articles of incorporation.

3. Notwithstanding paragraph 1, subdivision (a) of this subsection, shall not include the words "bank", "deposit", "credit union", "trust" or "trust company" separately or in combination in its corporate name to indicate or convey the idea that the foreign corporation is engaged in banking or trust business unless the foreign corporation is to be and becomes actively and substantially engaged in the banking, credit union or trust business or the foreign corporation is a holding company holding a substantial interest in companies actively and substantially engaged in the banking or trust business.

B. Except as authorized by subsections C and D of this section, the corporate name, including a fictitious name, of a foreign corporation shall be distinguishable from:

1. The corporate name of a corporation incorporated in this state or a foreign corporation authorized to transact business in this state.

2. A corporate name reserved under section 10‑402 or registered under section 10‑403.

3. The fictitious name adopted by another foreign corporation under this section.

4. The corporate name of a nonprofit corporation incorporated under this title or a foreign nonprofit or not for profit corporation authorized to conduct affairs in this state.

5. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.

6. The name of a limited liability company organized under title 29, chapter 4 or a foreign limited liability company authorized to transact business in this state.

7. A trade name registered pursuant to title 44, chapter 10, article 3.1.

C. Notwithstanding subsection B of this section, the commission shall authorize the use of a name that is not distinguishable under subsection B of this section from one or more of the names described in subsection B of this section if the applicant delivers to the commission a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

D. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of section 10‑401, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of section 10‑401 and obtains new authority under section 10‑1504. END_STATUTE

Sec. 10. Repeal

Section 10-1510, Arizona Revised Statutes, is repealed.

Sec. 11. Title 10, chapter 15, article 1, Arizona Revised Statutes, is amended by adding a new section 10-1510, to read:

START_STATUTE10-1510. Service on foreign corporation

A. The statutory agent appointed by a foreign corporation is an agent of the foreign corporation on whom process, notice or demand that is required or permitted by law to be served on the foreign corporation may be served and that, when so served, is lawful personal service on the foreign corporation.

B. If a foreign corporation fails to appoint or maintain a statutory agent at the address shown on the records of the commission, the commission is an agent of the foreign corporation on whom any process, notice or demand may be served. Pursuant to the Arizona rules of civil procedure, service on the commission of any process, notice or demand shall be made by delivering to and leaving with the commission duplicate copies of the process, notice or demand, and the commission shall immediately cause one of the copies of the process, notice or demand to be forwarded by mail, addressed to the foreign corporation at its known place of business. Service made on the commission is returnable pursuant to applicable law relative to personal service on the corporation. If service is made on the commission, whether under this chapter or a rule of court, the foreign corporation has thirty days to respond in addition to the time otherwise provided by law.

Sec. 12. Title 10, chapter 15, article 2, Arizona Revised Statutes, is amended by adding section 10-1521, to read:

START_STATUTE10-1521. Withdrawal by duly authorized officers; foreign corporations

A. A majority of the duly authorized officers of a foreign corporation that has not issued shares or that has not commenced transacting business in this state may withdraw the foreign corporation by delivering to the commission for filing an application for withdrawal that sets forth all of the following:

1. the name of the foreign corporation and the name of the state or country under whose laws it is incorporated.

2. That the foreign corporation reVoKes the authority of its statutory agent to accept service on its behalf and appoints the commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state.

3. a mailing address to which the commission may mail a copy of any process served on the commission pursuant to its appointment as the foreign corporation’s agent for service of process.

4. a commitment to notify the commission in the future of any change in the foreign corporation’s mailing address.

5. Either of the following:

(a) That none of the foreign corporation's shares have been issued IN THIS STATE.

(b) that the foreign corporation has not commenced business in this state and that it surrenders its authority to transact business in this state.

6. That no debt of the foreign corporation acquired in this state remains unpaid.

7. That a majority of the duly authorized officers authorized the withdrawal.

b. the application for withdrawal filed pursuant to this section must be executed PURSUANT TO section 10-120, subsection F.

C. After determining that the application appears in all respects to conform to the requirements of this chapter and when all fees have been paid as are prescribed by this chapter, the commission shall file the application in the manner provided in section 10-120. On the filing of the application for withdrawal, the authority of the foreign corporation to transact business in this state ceases. END_STATUTE

Sec. 13. Section 10-1622, Arizona Revised Statutes, is amended to read:

START_STATUTE10-1622. Annual report

A. Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the commission for filing an annual report that sets forth all of the following:

1. The name of the corporation and the state or country under whose law it is incorporated.

2. The address of its known place of business and the name and address of its statutory agent in this state.

3. The address of its principal office.

4. The names and business addresses of its directors and principal officers.

5. A brief description of the nature of its business.

6. The total number of authorized shares, itemized by class and series, if any, within each class.

7. The total number of issued and outstanding shares, itemized by class or series, if any, within each class.

8. A certificate of disclosure containing the information set forth in section 10‑202, subsection D.

9. The names of shareholders of record of the corporation holding more than twenty per cent of any class of shares issued by the corporation, including persons beneficially holding the shares through nominees.

10. A statement that all corporate income tax returns required by title 43 have been filed with the department of revenue.

B. Information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation.

C. The annual report for all corporations shall be delivered to the commission for filing, and the annual fee shall be paid on or before the date assigned by the commission. The commission may stagger the annual report filing date for all corporations and adjust the annual registration fee on a pro rata basis. The corporation shall deliver the annual report to the commission for filing each subsequent year in the anniversary month on the date determined by the commission. If a corporation is unable to file the annual report required by this section on or before the date prescribed by this section, the corporation may file, but only on or before this date, a written request with the commission for an extension of time, not to exceed six months, in which to file the annual report. The request for an extension of time shall be accompanied by the annual registration fee required by law. After filing the request for an extension of time and on receipt of the annual registration fee, the commission shall grant the request.

D. If an annual report does not contain the information required by this section, the commission shall promptly notify the reporting domestic or foreign corporation in writing and shall return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the commission within thirty days after the effective date of notice, it is deemed to be timely filed.

E. Any corporation that is exempt from the requirement of filing an annual report shall deliver annually a certificate of disclosure that contains the information set forth in section 10‑202, subsection D and that is executed by any two executive officers or directors of the corporation on or before May 31. If the certificate is not delivered within ninety days after the due date of the annual report or within ninety days after May 31 in the case of any corporation that is exempt from the requirement of filing an annual report, the commission shall initiate administrative dissolution of that corporation in accordance with chapters 1 through 17 of this title.

F. If the annual report is not delivered for filing and the fee is not paid within the time specified by this section, the commission shall assess and, upon collection, deposit, pursuant to sections 35‑146 and 35‑147, penalties of twenty per cent per month or fraction of the month of the fees then due until either the payment is made, or the domestic corporation is administratively dissolved or the authority of the foreign corporation is revoked, whichever occurs first. Beginning January 1, 1999, this subsection does not apply to nonprofit corporations organized under chapters 24 through 40 42 of this title. END_STATUTE

Sec. 14. Section 10-2054, Arizona Revised Statutes, is amended to read:

START_STATUTE10-2054. Name

A. The name of a cooperative shall include the words "electric" and "cooperative," and the abbreviation "inc.," unless, in a statement executed by the cooperative and filed with the corporation commission, or in an affidavit made by a person signing the articles of incorporation, consolidation, merger or conversion, which relate to the cooperative, and filed, together with the articles, with the corporation commission, it appears that the cooperative desires to do business in another state and is or would be precluded from doing so by reason of the inclusion of either or both of those words in its name.

B. The name of a cooperative shall be distinct distinguishable from the name of any other cooperative or corporation organized under the laws of, or authorized to do business in, this state. Only a cooperative doing business in this state pursuant to this article shall use both the words "electric" and "cooperative" in its name, but this section shall not apply to any corporation which becomes subject to this article by complying with the provisions of section 10‑2076 and which elects to retain a corporate name which does not comply with this section. The restriction on the use of the words "electric" and "cooperative" does not apply to generation and transmission cooperatives organized under article 4 of this chapter. END_STATUTE

Sec. 15. Section 10-2124, Arizona Revised Statutes, is amended to read:

START_STATUTE10-2124. Use of name

A. The name of a generation and transmission cooperative shall include the word "cooperative" and the abbreviation "inc.", unless, in a statement executed by the cooperative and filed with the corporation commission, it appears that the generation and transmission cooperative desires to transact business in another state and would be precluded from doing so by reason of including these words in its name.

B. The name of the generation and transmission cooperative must be distinct distinguishable from the name of any other cooperative or corporation organized under the laws of or authorized to do business in this state. Only a generation and transmission cooperative doing business in this state pursuant to this article may use all of the words "electric", "power" and "cooperative" in its name. END_STATUTE

Sec. 16. Section 10-2215, Arizona Revised Statutes, is amended to read:

START_STATUTE10-2215. Corporation name

A. The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this state, in addition to satisfying the requirements of sections 10‑401 and 10‑1506, shall:

1. Contain the words "professional corporation", "professional association", "service corporation", "limited" or "chartered" or the abbreviation "P.C.", "P.A.", "S.C.", "Ltd.", or "Chtd.", "PC", "PA", "SC", "LTD" or "CHTD".

2. Not contain language stating or implying that it is incorporated for a purpose other than that authorized by section 10‑2211 and its articles of incorporation.

3. Conform with any rule adopted by the licensing authority having jurisdiction over a professional service described in the corporation's articles of incorporation.

B. Sections 10‑401 and 10‑1506 do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a shareholder or former shareholder of the domestic or foreign professional corporation or the name of an individual who was associated with a predecessor of the corporation. END_STATUTE

Sec. 17. Repeal

Section 10-3122, Arizona Revised Statutes, as amended by Laws 2005, chapter 253, section 5, is repealed.

Sec. 18. Section 10-3122, Arizona Revised Statutes, as amended by Laws 2005, chapter 262, section 2, is amended to read:

START_STATUTE10-3122. Filing, service and copying fees; public access fund; expedited report filing and access; same day and next day services

A. The commission shall collect and deposit, pursuant to sections 35‑146 and 35‑147, in the state general fund the following fees when the documents described in this subsection are delivered for filing or issuance:

Document Fee

1. Articles of incorporation $ 30

2. Application for use of indistinguishable name $ 10

3. Application for reserved name $ 10

4. Notice of transfer of reserved name $ 10

5. Application for registered name $ 10

6. Application for renewal of registered name $ 10

7. Agent's statement of resignation $ 10

8. Amendment of articles of incorporation $ 25

9. Restatement of articles of incorporation

with amendment of articles $ 25

10. Articles of merger or membership exchange $100

11. Articles of dissolution $ 25

12. Articles of domestication $100

13. Articles of revocation of dissolution $ 25

14. Application for reinstatement following

administrative dissolution or revocation in

addition to other fees and penalties due $ 25

15. Application for authority $150

16. Application for withdrawal $ 25

17. Annual report $ 10

18. Articles of correction $ 25

19. Application for certificate of good standing $ 10

B. The commission shall collect a fee of twenty‑five dollars each time process is served on it under chapters 24 through 40 42 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding. The fee collected pursuant to this subsection shall be deposited, pursuant to sections 35‑146 and 35‑147, in the state general fund.

C. The commission shall charge and collect fifty cents per page for copying documents on request. The commission shall also charge five dollars plus fifty cents per page for certifying the copy of a filed document. The fees collected pursuant to this subsection shall be deposited, pursuant to sections 35‑146 and 35‑147, in the state general fund.

D. A penalty of one hundred dollars payable in addition to other fees accrues and is payable if a foreign corporation fails to file an amendment, restated articles that include an amendment, or articles of merger within sixty days of the time of filing in the jurisdiction in which the corporation is domiciled. The penalty collected pursuant to this subsection shall be deposited, pursuant to sections 35‑146 and 35‑147, in the state general fund.

E. The commission shall deposit, pursuant to sections 35‑146 and 35‑147, the monies received pursuant to paragraphs 2, 3, 4 and 5 of this subsection in the public access fund established by section 10‑122. Monies in the fund are subject to legislative appropriation. The following provisions apply to the fund:

1. The commission shall administer the fund and spend monies in the fund to purchase, install and maintain an improved data processing system on the premises of the commission and for part of the general administrative and legal expenses of the commission. The data processing system shall be designed to allow direct, on‑line access by any person at a remote location to all public records that are filed with the commission pursuant to this title.

2. E. Pursuant to section 10‑122, subsection F, the commission shall provide for and establish an expedited service for the filing of all documents and services provided pursuant to chapters 24 through 42 of this title.

3. F. Pursuant to section 10‑122, subsection F, the commission may provide for and establish same day and next day services for the filing of any documents and services provided pursuant to chapters 24 through 42 of this title.

4. G. The commission may charge persons who access the commission's data processing system that is maintained pursuant to section 10-122.01 from remote locations and persons requesting special computer generated printouts, reports and tapes a reasonable fee that does not exceed the cost of the time, equipment and personnel necessary to provide this service or product as determined by the commission.

5. H. Except as provided in section 10-122.01, subsection B, paragraph 3, in addition to any fee charged pursuant to this section, the commission may charge and collect the following fees to help defray the cost of the improved data processing system that is maintained pursuant to section 10-122.01:

(a) 1. Filing articles of incorporation of a domestic corporation, ten dollars.

(b) 2. Filing an application of a foreign corporation for authority to transact business in this state, twenty‑five dollars.

6. I. All monies received pursuant to paragraphs 2, 3, 4 and 5 of this subsection subsections E through H of this section shall be deposited, pursuant to sections 35‑146 and 35‑147, in the public access fund established by section 10-122.01. The commission shall use the monies deposited in the fund for the purposes provided in this section. Fees charged pursuant to this section are exempt from section 39‑121.03, subsection A, paragraph 3, relating to a charge for value of a reproduction on the commercial market. Monies in the fund are exempt from the provisions of section 35‑190 relating to lapsing of appropriations, except that any unencumbered monies in excess of two hundred thousand dollars at the end of each fiscal year revert to the state general fund.

7. When sufficient monies have been collected pursuant to paragraphs 2, 4 and 5 of this subsection to pay for the purchase and installation of the data processing system, the commission shall not charge and collect the fees prescribed in paragraph 5 of this subsection.

J. Fees charged pursuant to this section are exempt from section 39‑121.03, subsection A, paragraph 3.

K. Any person may advance monies to the commission to pay fees required pursuant to this section for future filings and services. All monies received pursuant to this subsection shall be deposited, pursuant to sections 35‑146 and 35‑147, in the money on deposit account in the public access fund established by section 10‑122.01. END_STATUTE

Sec. 19. Section 10-3124, Arizona Revised Statutes, is amended to read:

START_STATUTE10-3124. Correcting filed document; articles of incorporation; application for authority to conduct affairs

A. A domestic or foreign corporation may correct a document that is delivered to the commission for filing or a document that has been filed by the commission if the document either:

1. Contains an incorrect statement and the correction does not materially alter a substantive provision.

2. Was defectively executed, attested, sealed, verified or acknowledged.

B. A document is corrected by both:

1. Preparing articles of correction that:

(a) Describe the document or attach a copy of it to the articles.

(b) Specify the date the document was delivered to the commission.

(d) Correct the incorrect statement or other defect.

2. Delivering the articles to the commission for filing.

E. D. If a document articles of incorporation, articles of domestication or an application for authority to conduct affairs is rejected for filing by the commission, because of a defect that can be corrected by articles of correction, the document the articles or application may be refiled resubmitted within thirty days of the date of rejection together with articles of correction a copy of the rejected document. If the articles of correction cure resubmitted articles or application cures the defect that caused the rejection, both the document and the articles of correction the resubmitted articles or application shall be filed by the commission and, except as provided in subsection C of this section, are is effective on the date that would have been the effective date of filing the document articles or application if it the articles or application had not been rejected. END_STATUTE

Sec. 20. Section 10-3401, Arizona Revised Statutes, is amended to read:

START_STATUTE10-3401. Corporate name

A. A corporate name shall not contain language that states or implies that the corporation is organized for a purpose other than the purpose permitted by section 10‑3301 and in its articles of incorporation.

B. Except as authorized by subsection C of this section, a corporate name must be distinguishable from all of the following:

1. The corporate name of a corporation incorporated in this state or a foreign corporation authorized to conduct affairs in this state.

2. A corporate name reserved under section 10‑402 or 10‑3402 or registered under section 10‑403 or 10‑3403.

3. A fictitious name of a foreign corporation under section 10‑1506 or 10‑11506.

4. The corporate name of a business corporation incorporated under this title or a foreign business corporation authorized to transact business in this state.

5. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.

6. The name of a limited liability company organized under title 29, chapter 4 or a foreign limited liability company authorized to transact business in this state.

7. A trade name registered pursuant to title 44, chapter 10, article 3.1.

1. The other corporation consents to the use in writing and submits an undertaking in a form satisfactory to the commission to change its name to a name that is distinguishable from the name of the applying corporation.

2. The applicant delivers to the commission a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

D. A corporation may use the name, including a fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to transact business or conduct affairs in this state and the proposed user corporation either has:

1. Merged with the other corporation.

2. Been formed by reorganization of the other corporation.

3. Acquired all or substantially all of the assets, including the corporate name, of the other corporation.

E. Chapters 24 through 40 42 of this title do not control the use of fictitious names. END_STATUTE

Sec. 21. Section 10-3402, Arizona Revised Statutes, is amended to read:

START_STATUTE10-3402. Reserved name

A. A person may reserve the exclusive use of a corporate name, including a fictitious name to be adopted by a foreign corporation under section 10‑11506, by delivering an application to the commission for filing. The application shall be executed by the applicant OR AN AUTHORIZED AGENT OF THE APPLICANT and shall set forth the name and address of the applicant and the name proposed to be reserved. If the commission finds that the corporate name applied for is available, it shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty day period.

Sec. 22. Section 10-3403, Arizona Revised Statutes, is amended to read:

START_STATUTE10-3403. Registered name

A. A foreign corporation may register its corporate name, or its corporate name with any change required by section 10‑11506, if the name is distinguishable from the corporate names that are not available under section 10‑3401, subsection B.

B. A foreign corporation registers its corporate name or its corporate name with any change required by section 10‑11506, by delivering to the commission an application both:

1. Setting forth its corporate name or its corporate name with any change required by section 10‑11506, the state or country and date of its incorporation and a brief description of the nature of the activities in which it is engaged.

D. A foreign corporation whose registration is effective may renew it for successive years by delivering to the commission for filing a renewal application that complies with the requirements of subsection B of this section between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year one year after the effective date of the renewal application.

E. A foreign corporation whose registration is effective may qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under chapters 24 through 40 42 of this title or by another foreign corporation authorized to conduct affairs in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. END_STATUTE

Sec. 23. Repeal

Section 10-3504, Arizona Revised Statutes, is repealed.

Sec. 24. Title 10, chapter 28, article 1, Arizona Revised Statutes, is amended by adding a new section 10-3504, to read:

START_STATUTE10-3504. Service on corporation

B. If a corporation fails to appoint or maintain a statutory agent at the address shown on the records of the commission, the commission is an agent of the corporation on whom any process, notice or demand may be served. Pursuant to the Arizona rules of civil procedure, service on the commission of any process, notice or demand for an entity that is registered pursuant to this title shall be made by delivering to and leaving with the commission duplicate copies of the process, notice or demand, and the commission shall immediately cause one of the copies of the process, notice or demand to be forwarded by mail, addressed to the corporation at its known place of business. Service made on the commission is returnable pursuant to applicable law relative to personal service on the corporation. If service is made on the commission, whether under this chapter or a rule of court, the corporation has thirty days to respond in addition to the time otherwise provided by law.

Sec. 25. Section 10-11506, Arizona Revised Statutes, is amended to read:

START_STATUTE10-11506. Corporate name of foreign corporation

A. If the corporate name of a foreign corporation does not satisfy the requirements of section 10‑3401, to obtain or maintain a grant of authority to conduct affairs in this state the foreign corporation shall use a fictitious name that satisfies the requirements of section 10‑3401 to conduct affairs in this state if its real name is unavailable and it delivers to the commission for filing a copy of the resolution of its board of directors, certified by its secretary a duly authorized officer, adopting the fictitious name. The foreign corporation shall not include language in its corporate name stating or implying that the foreign corporation is organized for a purpose other than that permitted by section 10‑3301 and its articles of incorporation.

B. Except as authorized by subsection C of this section, the corporate name, including a fictitious name, of a foreign corporation shall be distinguishable from:

1. The corporate name of a corporation incorporated under this title or a foreign nonprofit, not for profit, business or close corporation authorized to transact business or conduct affairs in this state.

2. A corporate name reserved under section 10‑402 or 10‑3402 or registered under section 10‑403 or 10‑3403.

3. The fictitious name of another foreign business or nonprofit corporation.

4. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.

5. The name of a limited liability company organized under title 29, chapter 4 or a foreign limited liability company authorized to transact business in this state.

6. The name of a registered limited liability partnership registered under title 29, chapter 2 5, article 7 10 or a foreign registered limited liability partnership authorized to transact business in this state.

7. A trade name registered pursuant to title 44, chapter 10, article 3.1.

2. The applicant delivers to the commission a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

1. Merged with the other corporation.

2. Been formed by reorganization of the other corporation.

3. Acquired all or substantially all of the assets, including the corporate name, of the other corporation.

E. Chapters 24 through 40 42 of this title do not control the use of fictitious names.

F. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of section 10‑3401, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of section 10‑3401 and obtains new authority under section 10‑11504. END_STATUTE

Sec. 26. Repeal

Section 10-11510, Arizona Revised Statutes, is repealed.

Sec. 27. Title 10, chapter 38, article 1, Arizona Revised Statutes, is amended by adding a new section 10-11510, to read:

START_STATUTE10-11510. Service on foreign corporation

B. If a foreign corporation fails to appoint or maintain a statutory agent at the address shown on the records of the commission, the commission is an agent of the foreign corporation on whom any process, notice or demand may be served. Pursuant to the Arizona rules of civil procedure, service on the commission of any process, notice or demand for an entity that is registered pursuant to this title shall be made by delivering to and leaving with the commission duplicate copies of the process, notice or demand, and the commission shall immediately cause one of the copies of the process, notice or demand to be forwarded by mail, addressed to the foreign corporation at its known place of business. Service made on the commission is returnable pursuant to applicable law relative to personal service on the foreign corporation. If service is made on the commission, whether under this chapter or a rule of court, the foreign corporation has thirty days to respond in addition to the time otherwise provided by law.

Sec. 28. Title 10, chapter 38, article 2, Arizona Revised Statutes, is amended by adding section 10-11521, to read:

START_STATUTE10-11521. Withdrawal by directors or members; foreign corporations

A. A majority of the directors or members of a foreign corporation that has not commenced CONDUCTING AFFAIRS in this state may withdraw the foreign corporation by delivering to the commission for filing an application for withdrawal that sets forth all of the following:

1. the name of the foreign corporation and the name of the state or country under whose laws it is incorporated.

2. That the foreign corporation revokes the authority of its statutory agent to accept service on its behalf and appoints the commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to conduct affairs in this state.

3. a mailing address to which the commission may mail a copy of any process served on the commission pursuant to its appointment as the foreign corporation’s agent for service of process.

4. a commitment to notify the commission in the future of any change in the foreign corporation’s mailing address.

5. That the foreign corporation has not conducted affairs in this state and that it surrenders its authority to conduct affairs in this state.

6. That no debt of the foreign corporation acquired in this state remains unpaid.

7. That a majority of the directors or members authorized the withdrawal.

b. the application for withdrawal filed pursuant to this section must be EXECUTED pursuant to section 10-3120, subsection F.

c. After determining that the application appears in all respects to conform to the requirements of this chapter and when all fees have been paid as are prescribed by this chapter, the commission shall file the application in the manner provided in section 10-3120. On the filing of the application for withdrawal, the authority of the foreign corporation to CONDUCT AFFAIRS in this state ceases. END_STATUTE

Sec. 29. Section 10-11632, Arizona Revised Statutes, is amended to read:

START_STATUTE10-11632. Interrogatory or signature violations; corporate 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 by the commission in accordance with this chapter or who signs any articles, statement, report, application or other document filed with the commission that is known to the person as false in any material respect is guilty of a class 5 4 felony.

B. A person who with the intent to defraud or deceive knowingly falsifies, alters, steals, destroys, mutilates, defaces, removes or secretes the books, records or accounts of a corporation is guilty of a class 5 felony.END_STATUTE

Sec. 30. Section 29-601, Arizona Revised Statutes, is amended to read:

START_STATUTE29-601. Definitions

In this chapter, unless the context otherwise requires:

1. "Articles of organization" means the initial articles of organization as amended or restated from time to time.

2. "Assignee" means any person who acquires in any manner the ownership of an interest in a limited liability company and who has not been admitted as a member.

3. "Capital contribution" means cash, other property, the use of property, services rendered or any other valuable consideration transferred to a limited liability company as consideration for issuing an interest in a limited liability company.

4. "Commission" means the corporation commission.

5. "Court" includes any court and judge with jurisdiction in the case.

6. "Domestic limited liability company" or "limited liability company" means a limited liability company organized and existing under this chapter.

7. "Event of withdrawal" means an event that causes a person to cease to be a member as provided in section 29‑733.

8. "Executed" means executed by manual or facsimile signature on behalf of the limited liability company by a duly authorized member if management of the limited liability company is reserved to the members or manager if management of the limited liability company is vested in a manager, or if the limited liability company is in the hands of a receiver or trustee, by the receiver or trustee.

9. "Filing" means the commission completing the following procedure with respect to any document delivered for that purpose:

(a) Determining that the filing fee requirements of this chapter have been satisfied.

(b) Determining that the document appears in all respects to conform to the requirements of this chapter.

(c) On making the determinations required by this paragraph, endorsement of the word "filed" with the applicable date on or attached to the document and the return of copies to the person who delivered the document or the person's representative.

8. 10. "Foreign limited liability company" means either:

(a) An unincorporated entity or association that is owned by one or more persons that have limited liability for the debts of the business, other than a partnership or trust, and that is formed under the laws of a jurisdiction other than this state for any lawful purpose, including the rendering of professional services as defined in that jurisdiction.

(b) An entity or unincorporated association that is formed under the laws of a jurisdiction other than this state for any lawful purpose, including the rendering of professional services as defined in that jurisdiction, and that is characterized as a limited liability company by those laws.

9. 11. "Initial articles of organization" means the articles of organization filed with the commission at the time a limited liability company is formed, including articles of organization that are corrected to conform to the filing provisions of this chapter pursuant to section 29‑634, subsection B, paragraph 2.

10. 12. "Member" means a person who is admitted as a member in a limited liability company pursuant to this chapter until an event of withdrawal occurs with respect to the person and, if reference is made to members, that reference means a member in the case of a limited liability company that has a single member.

11. 13. "Member's interest", "interest in a limited liability company" or "interest in the limited liability company" means a member's share of the profits and losses of a limited liability company and the right to receive distributions of limited liability company assets.

12. 14. "Operating agreement" means either:

(a) Any written or oral agreements among all members concerning the affairs of a limited liability company or the conduct of its business.

(b) In the case of a limited liability company that has a single member, any written or oral statement of the member made in good faith purporting to govern the affairs of a limited liability company or the conduct of its business as of the effective time of the statement.

13. 15. "Person" includes any individual, general partnership, limited partnership, domestic or foreign limited liability company, corporation, trust, business trust, real estate investment trust, estate and other association.

14. 16. "Real property" includes land, any interest, leasehold or estate in land and any improvements on it.

15. 17. "State" means a state, possession or territory of the United States, the District of Columbia or the Commonwealth of Puerto Rico. END_STATUTE

Sec. 31. Section 29-602, Arizona Revised Statutes, is amended to read:

START_STATUTE29-602. 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 company" or "limited company" or the abbreviations "L.L.C.", "L.C.", "LLC" or "LC", in uppercase or lowercase letters.

2. Not contain the words "association", "corporation" or "incorporated" or an abbreviation of these words.

3. Not include the words "bank", "deposit", "credit union", "trust" or "trust company" separately or in combination to indicate or convey the idea that the limited liability company is engaged in banking, credit union or trust business unless the limited liability company is to be and becomes actively and substantially engaged in the banking, credit union or trust business or the limited liability company is a holding company holding substantial interest in companies actively and substantially engaged in the banking, credit union or trust business.

B. Except as authorized by subsections C and D of this section, the name of the limited liability company shall be distinguishable from all of the following:

1. The corporate name of a corporation incorporated in this state or a foreign corporation authorized to transact business in this state.

2. A corporate name reserved under section 10‑402 or registered under section 10‑403.

3. A fictitious name adopted by a foreign corporation under section 10‑1506.

4. The corporate name of a nonprofit corporation incorporated in this state or a foreign nonprofit or not for profit corporation authorized to conduct affairs in this state.

5. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.

6. The name of a limited liability company organized in this state or a foreign limited liability company authorized to transact business in this state.

7. A trade name registered pursuant to title 44, chapter 10, article 3.1.

8. The name of a registered limited liability partnership organized in this state or a foreign limited liability partnership authorized to transact business in this state.

C. A limited liability company may apply to the commission for authorization to use a name that is not distinguishable from one or more of the names described in subsection B of this section. The commission shall authorize use of the name applied for if either:

1. The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the commission to change its name to a name that is distinguishable from the name of the applying limited liability company.

2. The applicant delivers to the commission a certified copy of the final judgment of a court of competent jurisdiction that establishes the applicant's right to use the name applied for in this state.

D. A limited liability company may use the name, including a fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated or authorized to transact business in this state and the proposed user limited liability company that proposes to use the name has either:

1. Merged with the other entity.

2. Been formed by reorganization of the other entity.

3. Acquired all or substantially all of the assets, including the name, of the other entity.

E. This chapter does not control the use of fictitious names. END_STATUTE

Sec. 32. Section 29-603, Arizona Revised Statutes, is amended to read:

START_STATUTE29-603. 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 chapter and to adopt the name.

2. A domestic limited liability company or any foreign limited liability company registered in this state that intends to adopt the name.

3. A foreign limited liability company intending to register in this state and to adopt the name.

4. A person intending to organize a foreign limited liability company and to have it registered in this state and to adopt the name.

B. The reservation shall be made by filing with the commission an application that is executed by the applicant or an authorized agent of the applicant to reserve a specified name. If the commission finds that the name is available for use by a domestic or foreign limited liability company, it shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days from and after the date the application is filed with the commission.

C. The right to the exclusive use of a reserved name may be transferred to another person by filing with the commission a notice of the transfer that is executed by the applicant or an authorized agent of the applicant for whom the name was reserved and that specifies the name to be transferred and the name and address of the transferee. The transfer shall not extend the term during which the name is reserved.

D. The reservation of a specified name may be cancelled by filing with the commission a notice of cancellation that is executed by the applicant or an authorized agent of the applicant and that specifies the name reservation to be cancelled and the name and address of the applicant. END_STATUTE

Sec. 33. Section 29-606, Arizona Revised Statutes, is amended to read:

START_STATUTE29-606. 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 that is required or permitted by law to be served on the limited liability company may be served and that, when so served, is lawful personal service on the limited liability company.

B. In lieu of service on the statutory agent, process, notice or demand may be served either on a manager of a limited liability company if management of the limited liability company is vested in one or more managers or on a member of the limited liability company if management of the limited liability company is reserved to the members. If a limited liability company fails to appoint or maintain a statutory agent at the address shown on the records of the commission, the commission is an agent of the limited liability company on whom any process, notice or demand may be served. Service on the commission of any process, notice or demand for an entity that is registered pursuant to this chapter shall be made by delivering to and leaving with the commission duplicate copies of the process, notice or demand, and the commission shall immediately cause one of the copies of the process, notice or demand to be forwarded by mail, addressed to the limited liability company at its known place of business. Service made on the commission is returnable pursuant to applicable law relative to personal service on the limited liability company. If service is made on the commission, whether under this chapter or a rule of court, the limited liability company has thirty days to respond in addition to the time otherwise provided by law.

Sec. 34. Section 29-633, Arizona Revised Statutes, is amended to read:

START_STATUTE29-633. Amendment of articles of organization; restatement; publication

A. The articles of organization of a limited liability company are amended by filing with the commission an original and one copy of the articles of amendment, signed on behalf of the limited liability company by a manager if management of the limited liability company is vested in one or more managers or by a member if management of the limited liability company is reserved to the members. The articles of amendment shall set forth:

1. The name of the limited liability company.

2. The date the initial articles of organization were filed.

3. 2. The text of the amendment to the articles of organization.

B. A limited liability company shall amend its articles of organization if there is a statement in the articles of organization that was false or erroneous when it was made or within thirty days after the happening occurrence of any of the following events:

1. Any arrangements or facts have changed making the articles of organization inaccurate in any respect other than those changes required to be set forth in a statement delivered to the commission pursuant to section 29‑605.

2. Management of the limited liability company is reserved to the members and there is a change in the persons who are members.

3. Management of the limited liability company is vested in a manager or managers and there is a change in the persons who are managers or in the members who own a twenty per cent or greater interest in the capital or profits interest of the limited liability company.

C. A limited liability company may amend its articles of organization if its articles of organization as amended contain only provisions that may be lawfully contained in the articles of organization at the time of making the amendment. In particular and without limitation on the general power of amendment, a limited liability company may amend its articles of organization to:

1. Change the name of the limited liability company.

2. Change, enlarge or diminish the purposes of the limited liability company.

3. If management is reserved to the members of a limited liability company, vest management of the limited liability company in one or more managers.

4. If management is vested in one or more managers, vest management of the limited liability company in the members.

D. A limited liability company may restate its articles of organization. Restated articles of organization shall be executed and filed in the same manner as articles of amendment. Restated articles of organization shall be specifically designated as such in the heading and shall state either in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its initial articles of organization.

E. A limited liability company that has not amended its articles of organization as required by this section may not maintain an action upon or on account of a contract or transaction made in the name of the limited liability company in any court of this state until it has first amended its articles of organization as required by this section. No person has any liability because an amendment to articles of organization has not been filed to reflect the occurrence of any event prescribed by subsection B of this section if the amendment is filed within the thirty‑day period specified in subsection B of this section.

F. Within sixty days after the filing with the commission of the articles of amendment or restated articles of organization there shall be published in a newspaper of general circulation in the county of the known place of business for three consecutive publications, a copy of the articles of amendment or restated articles of organization. An affidavit evidencing publication shall be filed within ninety days after filing of the amendment of the articles of organization. Publication is not required if amendments to the articles of organization are made solely in relation to changes in managers or members of the limited liability company OR CHANGES MADE PURSUANT TO SECTION 29‑605. END_STATUTE

Sec. 35. Section 29-634, Arizona Revised Statutes, is amended to read:

START_STATUTE29-634. Filing with the commission

A. Two copies One copy of the signed original articles of organization, application for a certificate of registration or any other document required to be filed pursuant to this chapter shall be delivered to the commission. If the commission determines that the documents conform to the filing provisions of this chapter, it shall, when all fees required pursuant to section 29‑851 have been paid:

1. Endorse, stamp or attach on the signed original and duplicate copy the word "filed" and the date and time of its acceptance for filing.

2. Retain the signed original in the commission's files.

3. Return a duplicate copy to the person who filed it or the person's representative.

B. If the commission is unable to make the determination required for filing by subsection A of this section at the time any documents are delivered for filing, the documents are deemed to have been filed at the time of delivery if the commission subsequently determines either of the following:

1. The documents as delivered conform to the filing provisions of this chapter.

2. Within twenty thirty days after notification of nonconformance is given by the commission to the person who delivered the documents for filing or the person's representative, the documents are brought into conformance.

C. A document may specify a delayed effective time or date, or both, and is effective at that specified time and date. If the document specifies a delayed effective date but does not specify the time, the document is effective on the specified date at 12:01 a.m. mountain standard time. A delayed effective date for a document may not be later than the ninetieth day after the date the document is delivered to the commission for filing.

D. If the filing and determination requirements of this chapter are not satisfied completely within the time prescribed in subsection B, paragraph 2 of this section, the documents shall not be filed.END_STATUTE

Sec. 36. Section 29-637, Arizona Revised Statutes, is amended to read:

START_STATUTE29-637. Document corrections

A. A domestic or foreign limited liability company may correct a document that has been delivered to the commission for filing or a document that has been filed by the commission if the document either:

1. Contains an incorrect statement and the correction does not materially alter a substantive provision in the document.

2. Was defectively executed, attested, verified or acknowledged.

B. A document is corrected if the domestic or foreign limited liability company does both of the following:

1. Prepares articles of correction that:

(a) Describe the document or that have attached a copy of the document.

(b) Specify the date the document was delivered to the commission.

(c) Specify the incorrect statement and the reason the statement is incorrect or specify the manner in which the execution, attestation, verification or acknowledgment was defective.

(d) Correct the incorrect statement or defective execution, attestation, verification or acknowledgment.

2. Delivers the article articles of correction to the commission for filing.

D. If a domestic or foreign limited liability company corrects a document after the limited liability company delivers the document to the commission but before the commission reviews the document for filing, the commission shall file the document and the articles of correction simultaneously and both are effective on the effective date of the corrected document. END_STATUTE

Sec. 37. Section 29-681, Arizona Revised Statutes, is amended to read:

START_STATUTE29-681. 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 limited liability company is vested in the members, subject to any provision in an operating agreement restricting or enlarging the management rights or responsibilities of one or more members or classes of members.

B. If the articles of organization provide that management of the limited liability company is vested in one or more managers, management of the limited liability company is vested in a manager or managers, subject to any provisions in an operating agreement restricting or enlarging the management rights or responsibilities of one or more managers or classes of managers or reserving specified management rights to the members or classes of members. A manager need not be a member of the limited liability company unless otherwise required by an operating agreement. A manager shall be designated or elected and may be removed or replaced in the manner provided in an operating agreement. A manager also holds the office and has the responsibilities that are accorded to him by the members and that are provided in an operating agreement. If an operating agreement does not provide a manner for designating or electing additional or replacement managers, on the withdrawal or resignation of a manager, management of the limited liability company continues to be vested in the remaining managers, or if there are no remaining managers, management is vested in one or more new managers to be designated or elected by a majority of the members.

C. Except as provided in an operating agreement, the affirmative vote, approval or consent of all members is required to:

1. Adopt, amend, amend and restate or revoke an operating agreement or authorize a transaction, agreement or action on behalf of the limited liability company that is unrelated to its purpose or business as stated in an operating agreement or that otherwise violates an operating agreement.

2. Issue an interest in the limited liability company to any person.

3. Approve a plan of merger or consolidation of the limited liability company with or into one or more business entities as defined in section 29‑751.

4. Authorize an amendment to the articles of organization that changes the status of the limited liability company from or to one in which management is vested in a manager or managers to or from one in which management is reserved to the members.

D. Except as provided in an operating agreement, the affirmative vote, approval or consent of a majority of the members, or if management of the limited liability company is vested in one or more managers, the affirmative vote, approval or consent of the sole manager or a majority of the managers, is required to:

1. Resolve any difference concerning matters connected with the business of the limited liability company.

2. Authorize the distribution of limited liability company cash or property to the members.

3. Authorize the limited liability company to repurchase all or part of any member's interest in the limited liability company from that member.

4. Authorize the filing of a notice of winding up or articles of termination concerning the limited liability company.

5. Subject to subsection C, paragraph 4 of this section, authorize an amendment to the articles of organization, except that an amendment that merely corrects a false or inaccurate statement in the articles of organization may be filed at any time by a manager if management of the limited liability company is vested in one or more managers or by a member if management of the limited liability company is reserved to the members.

E. For purposes of subsections B and D of this section, a majority consists of more than one‑half of the members or managers, as the case may be, except that if an operating agreement provides for allocation of voting rights among different members or managers or classes of members or managers on any basis other than a per capita basis, a majority consists of one or more members or managers, as the case may be, who control more than one‑half of the votes entitled to be cast with respect to general business decisions as provided in an operating agreement. END_STATUTE

Sec. 38. Section 29-781, Arizona Revised Statutes, is amended to read:

START_STATUTE29-781. Dissolution

A. A limited liability company organized under this chapter is dissolved on the occurrence of the first of the following:

1. At the time or on the happening of the events specified for dissolution in the articles of organization or an operating agreement.

2. Except as otherwise provided in an operating agreement, the written consent to dissolve by more than one‑half of the members and by one or more members who on dissolution and liquidation of the assets of the limited liability company would be entitled to receive assets valued at more than one‑half of the value of all assets distributed to all members on liquidation.

3. Entry of a judgment of Involuntary judicial dissolution under section 29‑785 or an administrative dissolution under section 29‑786.

4. Except as otherwise provided in an operating agreement, an event of withdrawal of the last remaining member unless within ninety days all assignees by written consent admit at least one member pursuant to section 29‑731, subsection B, paragraph 4 to continue the business of the limited liability company.

B. As soon as possible after any of the events specified in this section effecting the dissolution of the limited liability company occurs, the limited liability company shall file a written notice of winding up with the commission signed on behalf of the limited liability company by a manager if management of the limited liability company is vested in one or more managers or by a member if management of the limited liability company is reserved to the members. The notice of winding up shall state all of the following:

1. The name of the limited liability company.

2. The date of filing the initial articles of organization.

3. Notice of the dissolution of the limited liability company and the commencement of winding up of its business and affairs. END_STATUTE

Sec. 39. Section 29-781.01, Arizona Revised Statutes, is amended to read:

START_STATUTE29-781.01. 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 4, the assignees by unanimous written consent may appoint an agent, which may be an assignee or any other person or entity, including a liquidating trustee, to wind up the business and affairs of the limited liability company. Any such agent is authorized to sign and file on behalf of the limited liability company a notice of winding up under section 29‑781, subsection B, and articles of termination under section 29‑783 and to liquidate its business and affairs in accordance with section 29‑782, subsection B, and an operating agreement.END_STATUTE

Sec. 40. Section 29-783, Arizona Revised Statutes, is amended to read:

START_STATUTE29-783. 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 of termination shall be signed on behalf of the limited liability company by a manager if management of the limited liability company is vested in one or more managers or by a member if management of the limited liability company is reserved to the members. The articles of termination shall be filed with the commission and shall state:

1. The name of the limited liability company.

2. That a notice of winding up disclosing the dissolution of the limited liability company has been filed with the commission and the date the notice was filed.

2. That all debts, obligations and liabilities have been paid and discharged or that adequate provisions have been made for them.

3. That all of the known properties and assets of the limited liability company have been applied and distributed pursuant to this chapter.

4. That there are no suits pending against the company in any court or that adequate provisions have been made for the satisfaction of any judgment, order or decree that may be entered against it in any pending suit. END_STATUTE

Sec. 41. Section 29-802, Arizona Revised Statutes, is amended to read:

START_STATUTE29-802. 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 registration shall pay the required filing fee and shall submit to the commission an application for registration as a foreign limited liability company that is signed and acknowledged on its behalf by any manager, member or other authorized agent and that states:

1. The name of the foreign limited liability company and, if the company's real name is unavailable or does not satisfy the requirements of section 29‑602, a fictitious name adopted by the company pursuant to section 29‑804.

2. The state or country and date of its formation.

3. The purpose of the foreign limited liability company or the general character of the business it proposes to transact in this state.

4. The name and street address of the foreign limited liability company's statutory agent in this state.

5. The address of the office required to be maintained in the state or country of its organization by the laws of that state or country or, if not so required, of the principal office of the foreign limited liability company.

6. Either of the following:

(a) Management of the foreign limited liability company is vested in a manager or managers.

(b) Management of the foreign limited liability company is reserved to the members.

7. The name and address of either of the following:

(a) If management of the foreign limited liability company is vested in a manager or managers, each person who is a manager of the foreign limited liability company and each member who owns a twenty per cent or greater interest in the capital or profits of the foreign limited liability company.

(b) If management of the foreign limited liability company is reserved to the members, each person who is a member of the foreign limited liability company.

B. An application for a certificate of registration that a foreign limited liability company submits to the commission under this section shall include proof that the company existed in the state or country in which the company organized within sixty days of delivering the application for filing the application with the commission.

C. If the commission is unable to file the application for a certificate of registration at the time it is delivered for filing, the registration is deemed to have been filed at the time of delivery if the commission subsequently determines either of the following:

1. The registration delivered conforms to the filing provisions of this article.

2. Within thirty days after notification of nonconformance is given by the commission to the person who delivered the application for certificate of registration for filing or the person's representative, the registration is brought into conformance.END_STATUTE

Sec. 42. Section 29-803, Arizona Revised Statutes, is amended to read:

START_STATUTE29-803. 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. Endorse, stamp or attach on the signed original of the application the word "filed" and the month, day and year of the filing.

2. Retain the signed original of the application.

3. Issue a certificate of registration to transact business in this state.

B. The certificate of registration and A duplicate original of the application for a certificate of registration shall be returned to the person who filed the application or his representative. END_STATUTE

Sec. 43. Section 29-805, Arizona Revised Statutes, is amended to read:

START_STATUTE29-805. 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 articles of organization by merger or otherwise in the state or country in which the company is organized, the foreign limited liability company shall deliver to the commission a copy of the amendment or restatement within sixty days of the effective date of the amendment or restatement.

B. If any statement in the application for a certificate of registration for a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly file articles of amendment, correcting the statement. The articles of amendment delivered to the commission pursuant to this section shall be signed and acknowledged by any manager, member or other duly authorized agent of the foreign limited liability company. END_STATUTE

Sec. 44. Section 29-841, Arizona Revised Statutes, is amended to read:

START_STATUTE29-841. Definitions

In this article, unless the context otherwise requires:

1. "Board" means the officer, agency, court or other authority in this state empowered by law to license or otherwise authorize the rendition of a professional service.

2. "License" means a license, a certificate of registration or any other evidence of the satisfaction of the requirements of a board for the practice of a professional service.

3. "Licensed person" means an individual who is duly licensed by at least one board to provide at least one of the categories of professional service rendered by the professional limited liability company. The term shall also include a professional corporation as defined in section 10‑902 10-2201 or a professional limited liability company qualified to perform at least one of the categories of professional services rendered by the professional limited liability company.

4. "Professional limited liability company" means a limited liability company organized under this chapter for purposes that include rendering one or more categories of professional services.

5. "Professional service" has the same meaning prescribed in section 10‑2201. END_STATUTE

Sec. 45. Section 29-841.01, Arizona Revised Statutes, is amended to read:

START_STATUTE29-841.01. Professional limited liability company formation

A. One or more persons may form a professional limited liability company by filing with the commission two copies one copy of the signed original articles of organization that, in addition to the information required under section 29‑632, specify both of the following:

1. That the company is a professional limited liability company.

2. The professional service or services that the company is organized to provide.

B. A limited liability company organized under a law of this state other than this article may elect professional limited liability company status by amending its articles of organization pursuant to section 29‑633 to comply with subsection A of this section and section 29‑845. END_STATUTE

Sec. 46. Section 29-845, Arizona Revised Statutes, is amended to read:

START_STATUTE29-845. 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 or, if not otherwise prohibited by law or the canons of ethics of the profession concerned, may adopt a fictitious name.

B. The name of a professional limited liability company authorized to transact business in this state shall satisfy the requirements of section 29‑602, except that the name shall contain the words "professional limited liability company" or the abbreviations "P.L.L.C.", "P.L.C.", "PLLC" or "PLC", in uppercase or lowercase letters. END_STATUTE

Sec. 47. Section 29-851, Arizona Revised Statutes, is amended to read:

START_STATUTE29-851. 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 fees when the following documents are delivered to the commission for filing or issuance:

1. The initial articles of organization, fifty dollars.

2. An application for registration of a foreign limited liability company, one hundred fifty dollars.

3. An amendment to the articles of organization, twenty‑five dollars.

4. Articles of termination and a certificate of termination, thirty‑five dollars.

5. A certificate for any purpose not otherwise provided for, ten dollars.

6. A notice of winding up, twenty‑five dollars.

7. 6. Articles of merger, fifty dollars.

8. 7. Written information on any limited liability company, ten dollars.

9. 8. A copy of any document or instrument, five dollars plus fifty cents per page.

10. 9. An application for reservation of a name or for filing a notice of the transfer or cancellation of any name reservation, ten dollars.

11. 10. Five dollars for a statement of change of address of one or more of the following:

(a) Known place of business.

(b) Statutory agent.

(d) Member.

12. 11. Any service of notice, demand or process on the commission as resident agent of a limited liability company, twenty‑five dollars. This amount may be recovered as taxable costs by the party to the suit, action or proceeding causing the service to be made if the party prevails in the suit, action or proceeding.

13. 12. Articles of correction, the fee prescribed in section 10‑122, subsection A, paragraph 18.

14. 13. Application for reinstatement following administrative dissolution, in addition to other fees and penalties due, the fee prescribed in section 10‑122, subsection A, paragraph 14.

B. The commission shall provide for and establish an expedited service for the filing of all documents and services provided pursuant to this chapter as follows:

1. The expedited filing shall be a priority service to be completed as soon as possible after the documents are delivered to the commission.

2. In addition to any other fees required by this section or any other law, the commission shall charge a fee for expedited services, including those requested by fax. The fee shall be determined by a supermajority vote of the commissioners.

C. The commission may provide for and establish same day and next day services for the filing of any documents and services provided pursuant to this chapter as follows:

1. The same day and next day services shall not be offered unless all expedited services filed pursuant to this chapter are processed within a maximum of five business days and all other documents and services filed pursuant to this chapter are processed within a maximum of thirty business days.

2. The commission shall suspend same day or next day service if the commission determines that it does not have the necessary resources to perform the service within the established time period.

3. In addition to any other fees required by this section or any other law, the commissioners may charge a fee for the same day or next day service or both. The fee shall be determined by a supermajority vote of the commissioners.

D. The commission shall publicly post the current wait times for processing regular, expedited and same day and next day services.

E. All monies received pursuant to subsection subsections B and C of this section shall be deposited, pursuant to sections 35‑146 and 35‑147, in the public access fund established by section 10‑122.01.

F. Any person may advance monies to the commission to pay fees required pursuant to this section for future filings and services. All monies received pursuant to this subsection shall be deposited, pursuant to sections 35‑146 and 35‑147, in the money on deposit account in the public access fund established by section 10‑122.01.

G. For the purposes of this section, "supermajority" means an affirmative vote of at least four commissioners.END_STATUTE

Sec. 48. Effective date

This act is effective from and after December 31, 2006.