Arizona Laws 29-1101. Statement of qualification
A. A partnership or limited partnership may become a limited liability partnership pursuant to this section.
Terms Used In Arizona Laws 29-1101
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Chief executive office: means the place from which the main part of the partnership's business is managed. See Arizona Laws 29-1001
- Foreign limited liability partnership: means a partnership or limited partnership that is formed or created under laws other than the laws of this state and that is qualified as a limited liability partnership under those laws. See Arizona Laws 29-1001
- Limited liability partnership: means a partnership or limited partnership that has filed a statement of qualification under section 29-1101. See Arizona Laws 29-1001
- Limited partnership: means a limited partnership created under chapter 3 of this title, predecessor law or comparable law of another jurisdiction. See Arizona Laws 29-1001
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association or entity formed under section 29-1012, a predecessor law or a comparable law of another jurisdiction. See Arizona Laws 29-1001
- Partnership agreement: means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Arizona Laws 29-1001
- Person: means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity. See Arizona Laws 29-1001
- Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States. See Arizona Laws 29-1001
- Statement: means a statement of partnership authority under section 29-1023, a statement of denial under section 29-1024, a statement of dissociation under section 29-1064, a statement of dissolution under section 29-1075, a statement of merger under section 29-2205, a statement of qualification as a limited liability partnership under section 29-1101, a statement of foreign qualification under section 29-1106 or an amendment or cancellation of any of the foregoing. See Arizona Laws 29-1001
B. The terms and conditions of a partnership or limited partnership becoming a limited liability partnership must be approved by the vote necessary to amend the partnership agreement.
C. After the approval provided in subsection B of this section, a partnership or limited partnership may file a statement of qualification which shall include the following:
1. The name of the partnership or limited partnership and the name of the limited liability partnership;
2. The street address of the chief executive office of the partnership or limited partnership and, if the chief executive office is not located in this state, the street address of an office in this state, if any;
3. The name and street address of its agent for service of process pursuant to section 29-1104;
4. A statement that the partnership or limited partnership is applying for status as a limited liability partnership;
5. A delayed effective date, if any.
D. The status of the partnership or limited partnership as a limited liability partnership is effective on the later of the filing of the statement or a later date specified in the statement and such status remains effective, regardless of changes in the partnership or limited partnership, until the statement is canceled under section 29-1005, subsection D or revoked under section 29-1103.
E. The status of a partnership or limited partnership as a limited liability partnership and the liability of its partners shall not be affected by errors or subsequent changes in the information required to be set forth in the statement of qualification under subsection C of this section.
F. The filing of the statement of qualification is conclusive proof that a partnership or limited partnership has satisfied all conditions precedent to the qualification of a partnership or limited partnership as a limited liability partnership.
G. An amendment or cancellation of a statement of qualification is effective at the time of its filing or on a later delayed effective date specified in the amendment or cancellation.
H. Execution of a statement or a certificate by a limited liability partnership or a foreign limited liability partnership constitutes an affirmation by the person who signed it under the penalties of perjury that the facts stated in the application or certificate are true.