The Arizona Revised Statutes have been updated to include the revised sections from the 56th Legislature, 1st Regular Session. Please note that the next update of this compilation will not take place until after the conclusion of the 56th Legislature, 2nd Regular Session, which convenes in January 2024.
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10-1817 - Merger, interest exchange, conversion, domestication or division; definitions
10-1817. Merger, interest exchange, conversion, domestication or division; definitions
A. A domestic close corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapters 11 and 13 of this title and title 29, chapter 6. For the purposes of this subsection:
1. References in chapters 11 and 13 of this title to:
(a) "Directors" are deemed references to managers.
(b) "Shares" are deemed references to capital units.
(c) "Shareholders" are deemed references to investors.
2. References in title 29, chapter 6 to:
(a) "Governors" are deemed references to managers.
(b) "Interest holders" are deemed references to investors.
(c) "Interests" are deemed references to capital units.
B. A plan of merger must be approved by all of the investors.
C. A plan of conversion must be approved by at least two-thirds of the investors.
D. A plan of interest exchange, domestication or division must be approved by a majority of the investors.
E. If a domestic close corporation is to be created in a merger, a conversion, a domestication or a division, the number of investors in the corporation on the effective date of the transaction may not exceed ten investors.
F. For the purposes of this section:
1. "Conversion" means a transaction authorized by title 29, chapter 6, article 4.
2. "Division" means a transaction authorized by title 29, chapter 6, article 6.
3. "Domestication" means a transaction authorized by title 29, chapter 6, article 5.
4. "Interest exchange" means a transaction authorized by title 29, chapter 6, article 3.
5. "Merger" means a transaction authorized by title 29, chapter 6, article 2.