A.R.S. tit. 29 ch. 6 — Arizona Revised Statutes Title 29 Chapter 6 — Arizona Entity Restructuring Act

A.R.S. § 29-2101 29-2101 - Short title 29-2101. Short title This chapter may be cited as the "Arizona Entity Restructuring Act". A.R.S. § 29-2102 29-2102 - Definitions 29-2102. Definitions In this chapter, unless the context otherwise requires: 1. "Acquired entity" means an entity in which all of one or more classes or series of interests are acquired in an interest exchange. 2. "Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. 3. "Appropriate filing authority" means: (a) With respect to corporations, business trusts and limited liability companies, the commission. (b) With respect to limited partnerships and limited liability partnerships, the secretary of state. 4. "Approve" means, in the case of an entity, that its governors and interest holders take whatever steps are necessary under its organizational documents, governing statute and other law to do all of the following: (a) Propose a transaction subject to this chapter. (b) Adopt and approve the terms and conditions of the transaction. (c) Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders. 5. "Business corporation" means a business corporation, a close corporation, a professional corporation, a business development corporation and a benefit corporation. 6. "Commission" means the Arizona corporation commission. 7. "Conversion" means a transaction authorized by article 4 of this chapter. 8. "Converted entity" means the converting entity as it continues in existence after a conversion. 9. "Converting entity" means the domestic entity that approves a plan of conversion pursuant to section 29-2403 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization. 10. "Corporation" means a business corporation or a nonprofit corporation. 11. "Dividing entity" means the domestic entity that approves a plan of division pursuant to section 29-2603 or the foreign entity that approves a division pursuant to the law of its jurisdiction of organization. A dividing entity is also a resulting entity if the dividing entity survives the division. 12. "Division" means a transaction authorized by article 6 of this chapter. 13. "Domestic entity" means an entity whose internal affairs are governed by the laws of this state. 14. "Domesticated entity" means the domesticating entity as it continues in existence after a domestication. 15. "Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to section 29-2503 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization. 16. "Domestication" means a transaction authorized by article 5 of this chapter. 17. "Entity" means any of the following: (a) A corporation. (b) A general partnership, including a general partnership that has registered as a limited liability partnership. (c) A limited partnership, including a limited partnership that has registered as a limited liability limited partnership. (d) A limited liability company, including a professional limited liability company. (e) A business trust, statutory trust entity or similar trust. (f) An unincorporated association. (g) A cooperative. (h) Any other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than any of the following: (i) An individual. (ii) A testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust. (iii) A decedent's estate. (iv) A government, a governmental or political subdivision, a governmental agency or entity or a municipal corporation. 18. "Filing entity" means an entity that is created by the filing of a public organizational document. 19. "Foreign entity" means an entity other than a domestic entity. 20. "Good faith" means honesty in fact in the conduct or transaction concerned. 21. "Governance interest" means the right under the governing statute or organizational documents of an entity, other than as a governor, agent, assignee or proxy, to do any of the following: (a) Receive or demand access to information concerning, or the books and records of, the entity. (b) Vote for the election of the governors of the entity. (c) Receive notice of, or vote on, any or all issues or matters involving the internal affairs of the entity. 22. "Governing statute" means, collectively, the statute or statutes governing the internal affairs of an entity. 23. "Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the governing statute and organizational documents of the entity. 24. "Interest" means a governance interest or a transferable interest, including a share or membership in a corporation. 25. "Interest exchange" means a transaction authorized by article 3 of this chapter. 26. "Interest holder" means a direct holder of an interest. 27. "Interest holder liability" means: (a) Personal liability for an obligation of an entity that is imposed on a person either: (i) Solely by reason of the status of the person as an interest holder. (ii) By the organizational documents of the entity pursuant to a provision of the governing statute authorizing the organizational documents to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified obligations of the entity. (b) An obligation of an interest holder under the organizational documents of an entity to contribute to the entity. 28. "Jurisdiction of organization" means the jurisdiction whose law includes the governing statute of the entity. 29. "Merger" means a transaction authorized by article 2 of this chapter. 30. "Merging entity" means an entity that is a party to a merger and that exists immediately before the merger becomes effective. 31. "Nonprofit corporation" means a nonprofit corporation, a cooperative marketing association, an electric cooperative nonprofit membership corporation, a nonprofit electric generation and transmission cooperative corporation, a fraternal or benevolent society or a corporation sole. 32. "Obligation" means a debt, loss or liability or any other obligation arising in any manner, regardless of whether it is secured, contingent or liquidated. 33. "Organizational documents" means the public organizational document and private organizational documents of an entity. 34. "Organize" means to incorporate, form, create or otherwise organize. 35. "Person" means an individual, a corporation, an estate, a trust, a partnership, a limited liability company, a business or similar trust, an association, a joint venture, a public corporation, a government, a governmental subdivision, agency or instrumentality or any other legal or commercial entity. 36. "Plan" means a plan of merger, interest exchange, conversion, domestication or division. 37. "Private organizational documents" mean the currently adopted or effective rules, whether or not in a record, that govern the internal affairs of an entity, that are binding on all of its interest holders and that are not part of the entity's public organizational document, if any. 38. "Protected agreement" means any of the following: (a) A record evidencing indebtedness and any related agreement in effect on the effective date of this section. (b) An agreement that is binding on an entity on the effective date of this section. (c) The organizational documents of an entity in effect on the effective date of this section. (d) An agreement that is binding on any of the governors or interest holders of an entity on the effective date of this section. 39. "Public organizational document": (a) Means the public record that is filed to organize an entity, or the most recent restatement of that record, together with any amendments to that record or restatement of that record. (b) Does not include a statement of qualification filed by a partnership or limited partnership pursuant to section 29-1101 in connection with its status as a limited liability partnership. 40. "Qualified foreign entity" means a foreign entity that is authorized to transact business in this state pursuant to a filing with the appropriate filing authority. 41. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. 42. "Resulting entity": (a) Means an entity that continues in existence after, or that is organized as a result of, a division. (b) Includes a dividing entity if the dividing entity survives the division. 43. "Sign" means to do either of the following with present intent to authenticate or adopt a record: (a) Execute or adopt a tangible symbol. (b) Attach to or logically associate with the record an electronic sound, symbol or process. 44. "Surviving entity" means the entity that continues in existence after, or that is organized as a result of, a merger. 45. "Transferable interest" means the right under an entity's governing statute to receive distributions from the entity. 46. "Type" means, with regard to an entity, the generic form of that entity, such as listed in paragraph 17 of this section. A.R.S. § 29-2103 29-2103 - Relationship to other laws 29-2103. Relationship to other laws A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. B. Except as specifically provided in this chapter, this chapter does not affect the application or requirements of law other than this chapter. C. A transaction effected under this chapter may not create or impair any right or obligation on the part of a person under a provision of the laws of this state other than this chapter relating to a change in control, takeover, business combination, control share acquisition or similar transaction involving a domestic merging, acquired, converting, domesticating or dividing corporation unless either: 1. If the corporation does not survive the transaction, the transaction satisfies any requirements of the provision. 2. If the corporation survives the transaction, the approval of the plan relating to the transaction is by a vote of the shareholders or directors that is sufficient to create or impair the right or obligation directly under the provision. A.R.S. § 29-2104 29-2104 - Required notice or approval 29-2104. Required notice or approval A. A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger must give the notice or obtain the approval in order to be a party to an interest exchange, conversion, domestication or division, unless the law pertaining to the notice or approval provides otherwise. B. Property held for a charitable purpose under the laws of this state by a domestic or foreign entity immediately before a transaction effected under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted or devised unless, to the extent required by or pursuant to the laws of this state concerning cy pres or other laws dealing with nondiversion of charitable assets, the entity obtains an appropriate order of a court of competent jurisdiction specifying the disposition of the property. A.R.S. § 29-2105 29-2105 - Status of filings; matters regarding filing 29-2105. Status of filings; matters regarding filing A. A filing under this chapter that is signed by a domestic entity becomes part of the public organizational document of the entity if the entity's governing statute provides that similar filings under the governing statute become part of the public organizational document of the entity. B. Except as otherwise provided in this chapter, matters regarding the filing of documents pursuant to this chapter with the appropriate filing authority, including delivery for filing, effective dates and corrections, are governed by: 1. Title 10, chapter 1, article 2 for business corporations or business trusts. 2. Title 10, chapter 24, article 2 for nonprofit corporations. 3. Chapter 7, article 2 of this title for limited liability companies. 4. Chapter 3, article 2 of this title for limited partnerships. A.R.S. § 29-2106 29-2106 - Nonexclusivity 29-2106. Nonexclusivity The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by the laws of this state other than this chapter. A.R.S. § 29-2107 29-2107 - Reference to external facts 29-2107. Reference to external facts A plan may refer to facts that are ascertainable outside of the plan if the manner in which the facts will operate on the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination or action is within the control of a party to the transaction. A.R.S. § 29-2108 29-2108 - Alternative means of approval of transactions 29-2108. Alternative means of approval of transactions Except as otherwise provided in the governing statute or organizational documents of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval. A.R.S. § 29-2109 29-2109 - Appraisal rights 29-2109. Appraisal rights A. Unless the entity's governing statute provides otherwise, an interest holder of a domestic merging, acquired, converting, domesticating or dividing entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's governing statute in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless both: 1. The governing statute permits the organizational documents to limit the availability of appraisal rights. 2. The organizational documents provide such a limit. B. An interest holder of a domestic merging, acquired, converting, domesticating or dividing entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided by any of the following: 1. The entity's organizational documents. 2. The entity's plan. 3. Action of the entity's governors. C. If an interest holder is entitled to contractual appraisal rights under subsection B of this section and the entity's governing statute does not provide procedures for the conduct of an appraisal rights proceeding, title 10, chapter 13 applies to the extent practicable or as otherwise provided in the entity's organizational documents or the plan. A.R.S. § 29-2110 29-2110 - Recording of statements 29-2110. Recording of statements After approval for filing by the appropriate filing authority, a certified copy of a statement of merger under section 29-2205, a statement of interest exchange under section 29-2305, a statement of conversion under section 29-2405, a statement of domestication under section 29-2505 or a statement of division under section 29-2605 may be recorded with the county recorder in any county. The recorder is authorized to accept the statement. An affidavit of value is not necessary. The recorder shall index the statement in the same manner as other recordings. On recordation, the statement is prima facie evidence of any transfer of any real property that occurs on the effectiveness of the transactions described in the statement. The statement may be accompanied by instructions to the assessor to transmit tax billings for any real property affected by the statement to a specified recipient. A.R.S. § 29-2201 29-2201 - Merger authorized 29-2201. Merger authorized A. By complying with this article, one or more domestic entities may merge with one or more domestic or foreign entities. B. A foreign entity may be a merging entity in a merger under this article or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of organization. A.R.S. § 29-2202 29-2202 - Plan of merger 29-2202. Plan of merger A. A domestic entity may become a merging entity in a merger under this article by approving a plan of merger. The plan must be in a record and contain: 1. As to each merging entity, its name, its jurisdiction of organization and its type. 2. If the surviving entity is one of the merging entities, its name, its jurisdiction of organization and its type. 3. If the surviving entity is to be organized as a result of the merger, a statement to that effect and its name, its jurisdiction of organization and its type. 4. The manner of converting the interests in each merging entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing. 5. If the surviving entity is a filing entity and is one of the merging entities, any proposed amendments to its public organizational document. 6. If the surviving entity is one of the merging entities, any proposed amendments to its private organizational documents that are in a record. 7. If the surviving entity is to be organized as a result of the merger, its proposed public organizational document, if any, and the full text of its private organizational rules that are proposed to be in a record. 8. The other terms and conditions of the merger, if any. 9. Any other provisions required by the law of a merging entity's jurisdiction of organization or the organizational documents of a merging entity. B. A plan of merger may contain any other provisions not prohibited by law. A.R.S. § 29-2203 29-2203 - Approval of merger 29-2203. Approval of merger A. A plan of merger is not effective unless it has been approved both: 1. By a domestic merging entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a merger. (b) If neither its governing statute nor its organizational documents provide for approval of a merger, then by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, then by all of the governors of the entity. 2. In a record by each interest holder of a domestic merging entity that will have interest holder liability for obligations that arise after the merger becomes effective, unless both: (a) The organizational documents of the entity expressly provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders. (b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision. B. A merger involving a foreign merging entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization. A.R.S. § 29-2204 29-2204 - Amendment or abandonment of plan of merger 29-2204. Amendment or abandonment of plan of merger A. A plan of merger of a domestic merging entity may be amended either: 1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provided in the plan except that an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change any of the following: (a) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing, to be received by any of the interest holders of the merging entities under the plan. (b) The public organizational document or private organizational documents of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its governing statute or organizational documents. (c) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect. B. After a plan of merger has been approved by a domestic merging entity and before a statement of merger becomes effective pursuant to section 29-2205, the plan may be abandoned by the domestic merging entity, subject to any contractual rights as follows: 1. As provided in the plan. 2. If not provided in the plan, either: (a) By the governors of the domestic merging entity, unless prohibited by the plan. (b) In the same manner as the plan was approved. C. If a statement of merger has been delivered for filing with the appropriate filing authority, the plan of merger may be abandoned only if the statement of merger sets forth a delayed effective date under section 29-2205, subsection B, paragraph 4. Such a plan of merger may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment, signed on behalf of each merging entity. A statement of abandonment takes effect on delivery for filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain all of the following: 1. The name of each merging or surviving entity that is a domestic entity or a qualified foreign entity. 2. The date on which the statement of merger was filed. 3. A statement that the merger has been abandoned in accordance with this section. A.R.S. § 29-2205 29-2205 - Statement of merger; effective date 29-2205. Statement of merger; effective date A. A statement of merger must be signed on behalf of each merging entity. The statement of merger must be delivered for filing: 1. In the case of a domestic surviving entity created by the merger, with the appropriate filing authority, if any, for the domestic surviving entity and, if there is a different filing authority for any domestic merging entity, with the different filing authority. 2. For a domestic merging entity, with the appropriate filing authority, if any, and if there is a different filing authority for any other domestic merging entity, with the different filing authority. B. A statement of merger must contain each of the following, if applicable: 1. The name, jurisdiction of organization and type of each merging entity that is not the surviving entity. 2. The name, jurisdiction of organization and type of the surviving entity. 3. If the surviving entity is a domestic filing entity or is a qualified foreign entity, both of the following: (a) The street address of the surviving entity's known place of business in this state or, if the surviving entity is a domestic limited partnership, the street address of its office in this state. (b) The name and street address of the surviving entity's agent for service of process in this state. If a new statutory agent is being appointed, the statutory agent must sign a statement accepting the appointment, which must be attached to the statement of merger. 4. With respect to the effective date and time of the merger: (a) If the surviving entity or at least one merging entity is a domestic filing entity and if the statement of merger is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which shall not be more than ninety days after the date of its delivery to the appropriate filing authority. (b) If neither the surviving entity nor any merging entity is a domestic filing entity and if the statement of merger is not to be effective on the signing of the statement of merger, the later date and time on which it will become effective. 5. A statement that the merger was approved by each domestic merging entity, if any, in accordance with this article and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of organization. 6. If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organizational document approved as part of the plan of merger, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing. 7. If the surviving entity is created by the merger and is a domestic filing entity, its public organizational document, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing. 8. If the surviving entity is a foreign entity that is required to be a qualified foreign entity, any documents that laws in this state require it to file to become a qualified foreign entity, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing. 9. If the surviving entity is a foreign entity that is not required to be a qualified foreign entity, a mailing address to which the appropriate filing authority may send any process served on the appropriate filing authority pursuant to section 29-2206, subsection E. 10. If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing. C. In addition to the requirements of subsection B of this section, a statement of merger may contain any other provision not prohibited by law. D. If the surviving entity is a domestic filing entity, the amendment attached under subsection B, paragraph 6 of this section or its public organizational document attached under subsection B, paragraph 7 of this section: 1. Must satisfy the requirements of the laws of this state. 2. Is deemed to be signed by means of the signing of the statement of merger. 3. May omit any provision that is not required to be included in a restatement of the public organizational document. E. With respect to a plan of merger that is signed on behalf of all of the merging entities and that meets all of the requirements of subsection B of this section: 1. If the surviving entity or at least one merging entity is a domestic filing entity, and if the plan so provides, the plan may be delivered for filing with the appropriate filing authority instead of a statement of merger and, on filing, has the same effect as a statement of merger, in which case all references in this chapter to a statement of merger refer to the plan of merger filed under this subsection. 2. If neither the surviving entity nor any merging entity is a domestic filing entity, and if the plan so provides, the plan has the same effect as a statement of merger, in which case all references in this chapter to a statement of merger refer to the plan of merger. F. With respect to the effective date and time of the merger: 1. If the surviving entity or at least one merging entity is a domestic filing entity, once a statement of merger has been approved for filing by the appropriate filing authority or authorities, both the statement of merger and the merger are deemed to have become effective on the date and time of the delivery of the statement of merger for filing with the appropriate filing authority or authorities or, if applicable, the later date and time specified in the statement of merger. 2. If neither the surviving entity nor any merging entity is a domestic filing entity, both the statement of merger and the merger are effective on the signing of the statement of merger or, if applicable, the later date and time specified in the statement of merger. A.R.S. § 29-2206 29-2206 - Effect of merger 29-2206. Effect of merger A. When a merger becomes effective: 1. The surviving entity continues or comes into existence. 2. Each merging entity that is not the surviving entity merges into the surviving entity and ceases to exist as a separate entity. 3. All property, including rights, privileges, immunities and powers, of each merging entity automatically vests in the surviving entity without assignment, reversion or impairment. 4. All obligations of each merging entity are automatically obligations of the surviving entity without assignment, assumption or delegation. 5. If the surviving entity exists before the merger: (a) All of its property, including rights, privileges, immunities and powers, remains vested in the surviving entity without assignment, reversion or impairment. (b) It remains subject to all of its obligations. 6. Any pending action or proceeding involving any merging entity continues and the name of the surviving entity may be substituted for the name of any merging entity. 7. If the surviving entity exists before the merger: (a) The public organizational document, if any, is amended if and to the extent provided in the statement of merger. (b) Its private organizational documents that are to be in a record, if any, are amended if and to the extent provided in the plan of merger. 8. The interests in each merging entity that are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under section 29-2109 and the merging entity's governing statute. B. Except as provided in the plan of merger or in the governing statute or organizational documents of a merging entity, the merger does not give rise to any rights that an interest holder, governor or third party would otherwise have on a dissolution, liquidation or winding up of the merging entity. C. When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and that becomes subject to interest holder liability with respect to the domestic surviving entity as a result of the merger has interest holder liability only to the extent provided by the governing statute or organizational documents of the domestic surviving entity, and then only for those obligations that arise after the merger becomes effective. D. When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which the person had interest holder liability is as follows: 1. The merger does not discharge any interest holder liability under the governing statute or organizational documents of the domestic merging entity to the extent the interest holder liability arose before the merger became effective. 2. The person does not have interest holder liability under the governing statute or organizational documents of the domestic merging entity for any obligation that arises after the merger becomes effective. 3. The governing statute and organizational documents of the domestic merging entity continue to apply to the release, collection or discharge of any interest holder liability preserved under paragraph 1 of this subsection as if the merger had not occurred. 4. The person has the same rights of contribution from any other person as are provided by the governing statute or organizational documents of the domestic merging entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the merger had not occurred. E. When a merger becomes effective, a foreign entity that is the surviving entity: 1. May be served with process in this state for the collection and enforcement of any obligations of a domestic merging entity, including obligations arising out of the exercise of appraisal rights. 2. If it is not a qualified foreign entity, appoints the appropriate filing authority as its agent for service of process for collecting or enforcing those obligations. F. When a merger becomes effective, the authority, registration or other qualification granted by the appropriate filing authority to transact business or conduct affairs in this state of any foreign merging entity that is not the surviving entity is automatically revoked or canceled. A.R.S. § 29-2207 29-2207 - Ineffectiveness of merger due to law of foreign jurisdiction 29-2207. Ineffectiveness of merger due to law of foreign jurisdiction A. If a statement of merger is filed with the appropriate filing authority and the merger is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2201, subsection B, the merger is ineffective. A statement of ineffectiveness of merger must be signed on behalf of each entity on behalf of which the statement of merger was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record. B. The statement of ineffectiveness of merger must contain each of the following, if applicable: 1. The name of each entity that attempted the merger. 2. The date on which the statement of merger was filed. 3. A statement that the merger was ineffective because it was not authorized by the law of the relevant foreign jurisdiction. 4. If another entity has adopted the name of an entity that attempted the merger or if another person has adopted as a trade name the name of that entity, the entity that attempted the merger must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and, if attached, is deemed to be delivered to the appropriate filing authority for filing. C. The entities that attempted the merger are both: 1. Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted merger unless the entities establish that the obligation was not incurred in good faith. 2. Deemed to have appointed the appropriate filing authority as the agent of each entity for service of process for any action arising under this section unless the entity is a domestic entity or a qualified foreign entity. D. If they were acting in good faith, the entities that attempted the merger and their respective interest holders, governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective merger under any laws of this state pertaining to: 1. The filing of a false or otherwise misleading or inaccurate document. 2. The making of a false or otherwise misleading or inaccurate statement. 3. Any similar matter. A.R.S. § 29-2301 29-2301 - Interest exchange authorized 29-2301. Interest exchange authorized A. By complying with this article: 1. A domestic entity may acquire all of one or more classes, series or groups of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing. 2. All of one or more classes, series or groups of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing. B. A foreign entity may be an acquiring or acquired entity in an interest exchange under this article if the interest exchange is authorized by the law of the foreign entity's jurisdiction of organization. C. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the agreement is amended after the effective date of this section. A.R.S. § 29-2302 29-2302 - Plan of interest exchange 29-2302. Plan of interest exchange A. A domestic entity may be the acquired entity in an interest exchange under this article by approving a plan of interest exchange. The plan must be in a record and contain all of the following: 1. The name and type of the acquired entity. 2. The name, jurisdiction of organization and type of the acquiring entity. 3. The manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing. 4. If the acquired entity is a filing entity, any proposed amendments to its public organizational document. 5. Any proposed amendments to the private organizational documents of the acquired entity that are in a record. 6. The other terms and conditions of the interest exchange, if any. 7. Any other provisions required by the laws of this state or the organizational documents of the acquired entity. B. A plan of interest exchange may contain any other provisions not prohibited by law. A.R.S. § 29-2303 29-2303 - Approval of interest exchange 29-2303. Approval of interest exchange A. A plan of interest exchange is not effective unless it has been approved both: 1. By a domestic acquired entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of an interest exchange. (b) Except as otherwise provided in subsection D of this section, if neither its governing statute nor its organizational documents provide for approval of an interest exchange, in accordance with the requirements, if any, in its governing statute or organizational documents for approval of a merger, as if the interest exchange were a merger. (c) If neither its governing statute nor its organizational documents provide for approval of an interest exchange or a merger, by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, then by all of the governors of the entity. 2. In a record by each interest holder of a domestic acquired entity that will have interest holder liability for obligations that arise after the interest exchange becomes effective, unless both: (a) The organizational documents of the entity expressly provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders. (b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision. B. An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization. C. Except as otherwise provided in its governing statute or organizational documents, the interest holders of the acquiring entity are not required to approve the interest exchange. D. A provision of the governing statute of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under subsection A, paragraph 1, subdivision (b) of this section. A.R.S. § 29-2304 29-2304 - Amendment or abandonment of plan of interest exchange 29-2304. Amendment or abandonment of plan of interest exchange A. A plan of interest exchange of a domestic acquired entity may be amended either: 1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provided in the plan, except that an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change any of the following: (a) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing, to be received by any of the interest holders of the domestic acquired entity under the plan. (b) The public organizational document or private organizational documents of the domestic acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the domestic acquired entity under its governing statute or organizational documents. (c) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect. B. After a plan of interest exchange has been approved by a domestic acquired entity and before a statement of interest exchange becomes effective pursuant to section 29-2305, the plan may be abandoned by the domestic acquired entity, subject to any contractual rights: 1. As provided in the plan. 2. If not provided in the plan, either: (a) By the governors of the domestic acquired entity, unless prohibited by the plan. (b) In the same manner as the plan was approved. C. If a statement of interest exchange has been delivered for filing with the appropriate filing authority, the plan of interest exchange may be abandoned only if the statement of interest exchange sets forth a delayed effective date under section 29-2305, subsection B, paragraph 3. A plan of interest exchange may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment, signed on behalf of the domestic acquired entity. A statement of abandonment takes effect on delivery for filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain all of the following: 1. The name of the domestic acquired entity. 2. The date on which the statement of interest exchange was filed. 3. A statement that the interest exchange has been abandoned in accordance with this section. A.R.S. § 29-2305 29-2305 - Statement of interest exchange; effective date 29-2305. Statement of interest exchange; effective date A. A statement of interest exchange must be signed on behalf of a domestic acquired entity. The statement of interest exchange must be delivered for filing with the appropriate filing authority, if any, for the domestic acquired entity. B. A statement of interest exchange must contain each of the following, if applicable: 1. The name and type of the domestic acquired entity. 2. The name, jurisdiction of organization and type of the acquiring entity. 3. With respect to the effective date and time of the interest exchange: (a) If the domestic acquired entity is a domestic filing entity and if the statement of interest exchange is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which may not be more than ninety days after the date of its delivery to the appropriate filing authority. (b) If the domestic acquired entity is not a domestic filing entity and if the statement of interest exchange is not to be effective on the signing of the statement of interest exchange, the later date and time on which it will become effective. 4. A statement that the plan of interest exchange was approved by the domestic acquired entity in accordance with this article. 5. Any amendment to the domestic acquired entity's public organizational document approved as part of the plan of interest exchange, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing. C. In addition to the requirements of subsection B of this section, a statement of interest exchange may contain any other provision not prohibited by law. D. Any amendment attached under subsection B, paragraph 5 of this section: 1. Must satisfy the requirements of the laws of this state. 2. Is deemed to be signed by means of the signing of the statement of interest exchange. 3. May omit any provision that is not required to be included in a restatement of the public organizational document of the domestic acquired entity. E. With respect to a plan of interest exchange that is signed on behalf of a domestic acquired entity and that meets all of the requirements of subsection B of this section: 1. If the domestic acquired entity is a domestic filing entity, and if the plan so provides, the plan may be delivered for filing with the appropriate filing authority instead of a statement of interest exchange and, on filing, has the same effect as a statement of interest exchange, in which case, all references in this chapter to a statement of interest exchange refer to the plan of interest exchange filed under this subsection. 2. If the domestic acquired entity is not a domestic filing entity, and if the plan so provides, the plan has the same effect as a statement of interest exchange, in which case all references in this chapter to a statement of interest exchange refer to the plan of interest exchange. F. With respect to the effective date and time of the interest exchange: 1. If the domestic acquired entity is a domestic filing entity, once a statement of interest exchange has been approved for filing by the appropriate filing authority, both the interest exchange and the statement of interest exchange are deemed to have become effective on the date and time of the delivery of the statement of interest exchange for filing with the appropriate filing authority or, if applicable, on the later date and time specified in the statement of interest exchange. 2. If the domestic acquired entity is not a domestic filing entity, both the interest exchange and the statement of interest exchange are effective on the signing of the statement of interest exchange or, if applicable, the later date and time specified in the statement of interest exchange. A.R.S. § 29-2306 29-2306 - Effect of interest exchange 29-2306. Effect of interest exchange A. When an interest exchange becomes effective: 1. The interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged as provided in the plan of interest exchange and the interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under section 29-2109 and the acquired entity's governing statute. 2. The acquiring entity becomes the interest holder of the interests in the acquired entity as provided in the plan of interest exchange. 3. The public organizational document, if any, of the acquired entity is amended if and to the extent provided in the statement of interest exchange. 4. The private organizational documents of the acquired entity that are to be in a record, if any, are amended if and to the extent provided in the plan of interest exchange. B. Except as provided in the plan of interest exchange or in the governing statute or organizational documents of the acquired entity, the interest exchange does not give rise to any rights that an interest holder, governor or third party would otherwise have on a dissolution, liquidation or winding up of the acquired entity. C. When an interest exchange becomes effective, a person that did not have interest holder liability with respect to the acquired entity and that becomes subject to interest holder liability with respect to the domestic acquiring entity as a result of the interest exchange has interest holder liability only to the extent provided by the governing statute or organizational documents of the domestic acquiring entity, and then only for those obligations that arise after the interest exchange becomes effective. D. When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which the person had interest holder liability is as follows: 1. The interest exchange does not discharge any interest holder liability under the governing statute or organizational documents of the domestic acquired entity to the extent that the interest holder liability arose before the interest exchange became effective. 2. The person does not have interest holder liability under the governing statute or organizational documents of the domestic acquired entity for any obligation that arises after the interest exchange becomes effective. 3. The governing statute and organizational documents of the domestic acquired entity continue to apply to the release, collection or discharge of any interest holder liability preserved under paragraph 1 of this subsection as if the interest exchange had not occurred. 4. The person has the same rights of contribution from any other person as are provided by the governing statute or organizational documents of the domestic acquired entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the interest exchange had not occurred. A.R.S. § 29-2307 29-2307 - Ineffectiveness of interest exchange due to law of foreign jurisdiction 29-2307. Ineffectiveness of interest exchange due to law of foreign jurisdiction A. If a statement of interest exchange is filed with the appropriate filing authority and the interest exchange is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2301, subsection B, the interest exchange is ineffective. A statement of ineffectiveness of interest exchange must be signed on behalf of the domestic acquired entity on behalf of which the statement of interest exchange was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record. B. The statement of ineffectiveness of interest exchange must contain each of the following: 1. The name of the domestic acquired entity that attempted the interest exchange. 2. The date on which the statement of interest exchange was filed. 3. A statement that the interest exchange was ineffective because it was not authorized by the law of the relevant foreign jurisdiction. C. The domestic acquired entity that attempted the interest exchange is responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted interest exchange unless the entity establishes that the obligation was not incurred in good faith. D. If they were acting in good faith, the domestic acquired entity that attempted the interest exchange and its interest holders, governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective interest exchange under any law of this state pertaining to: 1. The filing of a false or otherwise misleading or inaccurate document. 2. The making of a false or otherwise misleading or inaccurate statement. 3. Any similar matter. A.R.S. § 29-2401 29-2401 - Conversion authorized 29-2401. Conversion authorized A. By complying with this article, a domestic entity may become either of the following: 1. A domestic entity of a different type. 2. A foreign entity of a different type if the conversion is authorized by the law of the foreign jurisdiction. B. A foreign entity may become a domestic entity of a different type under this article if the conversion is authorized by the law of the foreign entity's jurisdiction of organization. C. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the agreement is amended after the effective date of this section. A.R.S. § 29-2402 29-2402 - Plan of conversion 29-2402. Plan of conversion A. A domestic entity may convert to a different type of entity under this article by approving a plan of conversion. The plan must be in a record and contain all of the following: 1. The name and type of the converting entity. 2. The name, jurisdiction of organization and type of the converted entity. 3. The manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing. 4. The proposed public organizational document of the converted entity, if it is a filing entity. 5. The full text of the private organizational documents of the converted entity that are proposed to be in a record. 6. The other terms and conditions of the conversion, if any. 7. Any other provision required by the laws of this state or the organizational documents of the converting entity. B. A plan of conversion may contain any other provision not prohibited by law. A.R.S. § 29-2403 29-2403 - Approval of conversion 29-2403. Approval of conversion A. A plan of conversion is not effective unless it has been approved both: 1. By a domestic converting entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a conversion. (b) If neither its governing statute nor its organizational documents provide for approval of a conversion, in accordance with the requirements, if any, in its governing statute or organizational documents for approval of a merger between unaffiliated entities, as if the conversion were a merger. (c) If neither its governing statute nor its organizational documents provide for approval of a conversion or a merger, by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, then by all of the governors of the entity. 2. In a record by each interest holder of a domestic converting entity that will have interest holder liability for obligations that arise after the conversion becomes effective, unless both: (a) The organizational documents of the entity expressly provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders. (b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision. B. A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization. A.R.S. § 29-2404 29-2404 - Amendment or abandonment of plan of conversion 29-2404. Amendment or abandonment of plan of conversion A. A plan of conversion of a domestic converting entity may be amended either: 1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of the entity in the manner provided in the plan except that an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change any of the following: (a) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash or other property, or any combination of the foregoing, to be received by any of the interest holders of the domestic converting entity under the plan. (b) The public organizational document or private organizational documents of the domestic converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the domesticated converted entity under its governing statute or organizational documents. (c) Any other terms or conditions of the plan if the change would adversely affect the interest holder in any material respect. B. After a plan of conversion has been approved by a domestic converting entity and before a statement of conversion becomes effective pursuant to section 29-2405, the plan may be abandoned by the domestic converting entity, subject to any contractual rights: 1. As provided in the plan. 2. If not provided in the plan, either: (a) By the governors of the domestic converting entity, unless prohibited by the plan. (b) In the same manner as the plan was approved. C. If a statement of conversion has been delivered for filing with the appropriate filing authority, the plan of conversion may be abandoned only if the statement of conversion sets forth a delayed effective date under section 29-2405, subsection B, paragraph 3. A plan of conversion may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment, signed on behalf of the domestic converting entity. A statement of abandonment takes effect on delivery for filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain all of the following: 1. The name of the domestic converting entity. 2. The date on which the statement of conversion was filed. 3. A statement that the conversion has been abandoned in accordance with this section. A.R.S. § 29-2405 29-2405 - Statement of conversion; effective date 29-2405. Statement of conversion; effective date A. A statement of conversion must be signed on behalf of the converting entity. The statement of conversion must be delivered for filing: 1. In the case of a domestic entity converting into a domestic entity of a different type pursuant to section 29-2401, subsection A, paragraph 1, with the appropriate filing authority, if any, for the domestic converting entity and, if there is a different filing authority for the domestic converted entity, with the different filing authority. 2. In the case of a domestic entity converting into a foreign entity of a different type pursuant to section 29-2401, subsection A, paragraph 2, with the appropriate filing authority, if any, for the domestic converting entity. 3. In the case of a foreign entity converting into a domestic entity of a different type pursuant to section 29-2401, subsection B, with the appropriate filing authority, if any, for the domestic converted entity. B. A statement of conversion must contain each of the following, if applicable: 1. The name, jurisdiction of organization and type of the converting entity. 2. The name, jurisdiction of organization and type of the converted entity. 3. With respect to the effective date and time of the conversion: (a) If either the converting entity or the converted entity is a domestic filing entity, and if the statement of conversion is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which may not be more than ninety days after the date of its delivery to the appropriate filing authority. (b) If neither the converting entity nor the converted entity i