Arizona Laws 29-2503. Approval of domestication
A. A plan of domestication is not effective unless it has been approved both:
Terms Used In Arizona Laws 29-2503
- Domesticating entity: means the domestic entity that approves a plan of domestication pursuant to section 29-2503 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization. See Arizona Laws 29-2102
- Domestication: means a transaction authorized by article 5 of this chapter. See Arizona Laws 29-2102
- Entity: means any of the following:
(a) A corporation. See Arizona Laws 29-2102
- Foreign entity: means an entity other than a domestic entity. See Arizona Laws 29-2102
- Governing statute: means , collectively, the statute or statutes governing the internal affairs of an entity. See Arizona Laws 29-2102
- Interest: means a governance interest or a transferable interest, including a share or membership in a corporation. See Arizona Laws 29-2102
- Interest holder: means a direct holder of an interest. See Arizona Laws 29-2102
- Interest holder liability: means :
(a) Personal liability for an obligation of an entity that is imposed on a person either:
(i) Solely by reason of the status of the person as an interest holder. See Arizona Laws 29-2102
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Merger: means a transaction authorized by article 2 of this chapter. See Arizona Laws 29-2102
- Organizational documents: means the public organizational document and private organizational documents of an entity. See Arizona Laws 29-2102
- Plan: means a plan of merger, interest exchange, conversion, domestication or division. See Arizona Laws 29-2102
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Arizona Laws 29-2102
- Statute: A law passed by a legislature.
1. By a domestic domesticating entity:
(a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a domestication.
(b) If neither the governing statute nor its organizational documents provide for approval of a domestication, in accordance with the requirements, if any, in its governing statute or organizational documents for approval of a merger between unaffiliated entities, as if the domestication were a merger.
(c) If neither its governing statute nor its organizational documents provide for approval of a domestication or a merger, by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, by all of the governors of the entity.
2. In a record by each interest holder of a domestic domesticating entity that will have interest holder liability for obligations that arise after the domestication becomes effective, unless both:
(a) The organizational documents of the entity expressly provide in a record for the approval of a domestication or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.
(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.
B. A domestication of a foreign domesticating entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of organization.