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Arizona Revised Statutes Title 10. Corporations and Associations § 10-1817. Merger, interest exchange, conversion, domestication or division; definitions

Current as of January 01, 2025 | Updated by Findlaw Staff

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  1 and title 29, chapter 6.  2 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.  3

2. “Division” means a transaction authorized by title 29, chapter 6, article 6.  4

3. “Domestication” means a transaction authorized by title 29, chapter 6, article 5.  5

4. “Interest exchange” means a transaction authorized by title 29, chapter 6, article 3.  6

5. “Merger” means a transaction authorized by title 29, chapter 6, article 2.  7

1 Sections 10-1101 et seq. and 10-1301 et seq.
2 Section 29-2101 et seq.
3 Section 29-2401 et seq.
4 Section 29-2601 et seq.
5 Section 29-2501 et seq.
6 Section 29-2301 et seq.
7 Section 29-2201 et seq.
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Cite this article: FindLaw.com - Arizona Revised Statutes Title 10. Corporations and Associations § 10-1817. Merger, interest exchange, conversion, domestication or division; definitions - last updated January 01, 2025 | https://codes.findlaw.com/az/title-10-corporations-and-associations/az-rev-st-sect-10-1817/

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