Arizona Laws 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:
Terms Used In Arizona Laws 10-1817
- Capital units: means the proportions of the proprietary interest in the corporation owned by the investors. See Arizona Laws 10-1802
- close corporation: means a corporation for profit organized pursuant to the provisions of this article. See Arizona Laws 10-1802
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
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.
2. "Division" means a transaction authorized by Title 29, Chapter 6, Article 6.
3. "Domestication" means a transaction authorized by Title 29, Chapter 6, Article 5.
4. "Interest exchange" means a transaction authorized by Title 29, Chapter 6, Article 3.
5. "Merger" means a transaction authorized by Title 29, Chapter 6, Article 2.