§ 29-2101 – Short title

29-2101. Short title This chapter may be cited as the " Arizona Entity Restructuring Act" .

§ 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 […]

§ 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 […]

§ 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, […]

§ 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 […]

§ 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.

§ 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 […]

§ 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.

§ 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 […]

§ 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 […]