Arizona Laws 29-2602. Plan of division
A. A domestic entity may divide under this article by approving a plan of division. The plan of division must be in a record and contain all of the following:
Terms Used In Arizona Laws 29-2602
- Dividing entity: means the domestic entity that approves a plan of division pursuant to section 29-2603 or the foreign entity that approves a division pursuant to the law of its jurisdiction of organization. See Arizona Laws 29-2102
- Division: means a transaction authorized by article 6 of this chapter. See Arizona Laws 29-2102
- Domestic entity: means an entity whose internal affairs are governed by the laws of this state. See Arizona Laws 29-2102
- Entity: means any of the following:
(a) A corporation. See Arizona Laws 29-2102
- Filing entity: means an entity that is created by the filing of a public organizational document. 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.
- 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
- Property: includes both real and personal property. See Arizona Laws 1-215
- 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
- Type: means , with regard to an entity, the generic form of that entity, such as listed in paragraph 17 of this section. See Arizona Laws 29-2102
1. The name and type of the dividing entity.
2. A statement as to whether the dividing entity will survive the division.
3. The name, jurisdiction of organization and type of each new resulting entity.
4. The manner of all of the following:
(a) Converting the interests in the dividing entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.
(b) Allocating between or among the resulting entities the property of the dividing entity that will not be owned by all of the resulting entities as tenants in common pursuant to section 29-2606, subsection A, paragraph 4 and those obligations of the dividing entity as to which not all of the resulting entities will be liable jointly and severally pursuant to section 29-2607.
(c) Distributing the interests in the resulting entities created in the division.
5. The proposed public organizational document, if any, of each new resulting entity and the full text of its private organizational documents that are proposed to be in a record.
6. If the dividing entity will survive the division and is a filing entity, any proposed amendments to its public organizational document.
7. If the dividing entity will survive the division, any proposed amendments to its private organizational documents that are in a record.
8. The other terms and conditions of the division, if any.
9. Any other provisions required by the laws of this state or the organizational documents of the dividing entity.
B. A plan of division may contain any other provision not prohibited by law.