10-1801. Law applicable to close corporations Close corporations organized pursuant to this article are subject to the provisions of chapters 1 through 17 of this title except insofar as this article modifies or differs from such provisions, in which case this article prevails. This article shall be applicable to all close corporations except insofar as […]
10-1802. Definitions In this article, unless the context otherwise requires: 1. " Capital units" means the proportions of the proprietary interest in the corporation owned by the investors. 2. " Commission" means the Arizona corporation commission. 3. " Corporation" or " close corporation" means a corporation for profit organized pursuant to the provisions of this […]
10-1803. Mandatory provisions of articles of incorporation A. The articles of incorporation of a close corporation shall set forth: 1. The name of the corporation which shall contain the words " Arizona close corporation" or an abbreviation therefor. 2. The name and address of the manager or managers of the corporation. 3. The names, addresses […]
10-1804. Optional provisions of articles of incorporation The articles of incorporation of a close corporation may set forth any of the following: 1. The period of duration, if less than perpetual. 2. Any restrictions on the authority of the manager or managers of the close corporation. 3. Any reservations of authority to the investors. 4. […]
10-1805. Managers A. All managers named in the articles of incorporation shall be natural persons. It is the purpose of this article that the corporation be operated on a day-to-day basis by one manager, by managers having divided functions or by assistant managers who can serve either as alternates to the manager or assume some […]
10-1806. Settlement of disputes; arbitration The articles of incorporation may provide for arbitration of any deadlock or dispute involving the internal affairs of the corporation. To the extent the articles of incorporation do not provide to the contrary, such arbitration shall be governed by title 12, chapter 21. Unless otherwise provided in the articles of […]
10-1807. Option to dissolve A. The articles of incorporation of any corporation may include a provision granting to any investor or investors an option to have the corporation dissolved at will or upon the performance or occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the investor or investors […]
10-1808. Purposes Close corporations may be organized under this article for any lawful purpose or purposes except for those purposes set forth in titles 6, 20 or 40.
10-1809. Capital units, transfers and encumbrances A. Until a statement substantially in the form set forth in subsection B of this section has been filed with the commission, any transfer, hypothecation, other voluntary encumbrance or security interest in or of any capital unit or units shall be void as to creditors and subsequent purchasers for […]
10-1810. Definition of relative rights of capital units " Relative rights of capital units" means all the rights, privileges, obligations and duties of the capital units and may include, but are not limited to, disproportionate variations of the following: 1. Participation in dividends or distributions from operating income. 2. Participation in dividends or distributions from […]
10-1811. Changes in investor relationships Any redemption, termination or cancellation of capital units, acquisition of capital units by the corporation, issuance of additional units or change in the relative rights of capital units other than transfers or encumbrances provided for in section 10-1809 shall be effective only upon an amendment of the articles of incorporation. […]
10-1812. Variable relative rights The articles of incorporation may provide for varying relationships among investors as to relative rights in capital units. It is not necessary that each close corporation provide in its articles of incorporation for variable relative rights of capital units as enumerated in this section. Only those variable relative rights of capital […]
10-1813. Limitation of liability The investors shall not be liable for the debts, obligations or liabilities of the close corporation.
10-1814. Appointment of conservator A. The superior court in the county in which the known place of business or statutory agent of the corporation is situated, may in an action by any investor, appoint a conservator or interim manager of the corporation if the court finds that a deadlock or dispute involving the internal affairs […]
10-1815. Involuntary dissolution or liquidation pursuant to court order The superior court shall have full power to liquidate the assets and business of a close corporation: 1. In an action filed by an investor when the court finds: (a) That a deadlock or dispute involving the internal affairs of the corporation, continues to impair or […]
10-1816. Court relief other than dissolution, liquidation or appointment of conservator A. The superior court in an action filed either by an investor or by a creditor seeking relief under section 10-1815 shall have full power to make any such order or grant any such relief other than dissolution or liquidation as in its discretion […]
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: […]
