Terms Used In Arizona Laws > Title 29 > Chapter 6 - Arizona Entity Restructuring Act

• Abuse: means the infliction or allowing of physical injury, impairment of bodily function or disfigurement or the infliction of or allowing another person to cause serious emotional damage as evidenced by severe anxiety, depression, withdrawal or untoward aggressive behavior and which emotional damage is diagnosed by a medical doctor or psychologist and is caused by the acts or omissions of an individual who has the care, custody and control of a child. See Arizona Laws 8-201
• Acquired entity: means an entity in which all of one or more classes or series of interests are acquired in an interest exchange. See Arizona Laws 29-2102
• Acquiring entity: means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. See Arizona Laws 29-2102
• Adult: means a person who has attained eighteen years of age. See Arizona Laws 1-215
• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• 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.
• Appraisal: A determination of property value.
• Appropriate filing authority: means :

  (a) With respect to corporations, business trusts and limited liability companies, the commission. See Arizona Laws 29-2102

• Approve: means , in the case of an entity, that its governors and interest holders take whatever steps are necessary under its organizational documents, governing statute and other law to do all of the following:

  (a) Propose a transaction subject to this chapter. See Arizona Laws 29-2102

• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Business corporation: means a business corporation, a close corporation, a professional corporation, a business development corporation and a benefit corporation. See Arizona Laws 29-2102
• Commission: means the Arizona corporation commission. See Arizona Laws 29-2102
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Complaint: means a written statement of the essential facts constituting a public offense that is any of the following:

  (a) Made on an oath before a judge or commissioner of the superior court or an authorized juvenile hearing officer. See Arizona Laws 8-201

• Continuance: Putting off of a hearing ot trial until a later time.
• Conversion: means a transaction authorized by article 4 of this chapter. See Arizona Laws 29-2102
• Converted entity: means the converting entity as it continues in existence after a conversion. See Arizona Laws 29-2102
• Converting entity: means the domestic entity that approves a plan of conversion pursuant to section 29-2403 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization. See Arizona Laws 29-2102
• Corporation: means a business corporation or a nonprofit corporation. See Arizona Laws 29-2102
• Custodian: means a person, other than a parent or legal guardian, who stands in loco parentis to the child or a person to whom legal custody of the child has been given by order of the juvenile court. See Arizona Laws 8-201
• Decedent: A deceased person.
• department: means the department of child safety. See Arizona Laws 8-501
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• 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: when used in this article in reference to a foreign jurisdiction, means an entity whose internal affairs are governed by the law of the foreign jurisdiction. See Arizona Laws 29-2501
• Domestic entity: means an entity whose internal affairs are governed by the laws of this state. See Arizona Laws 29-2102
• Domesticated entity: means the domesticating entity as it continues in existence after a domestication. See Arizona Laws 29-2102
• 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

• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Filing entity: means an entity that is created by the filing of a public organizational document. See Arizona Laws 29-2102
• Foreign entity: means an entity other than a domestic entity. See Arizona Laws 29-2102
• Foster child: means a child placed in a foster home or child welfare agency. See Arizona Laws 8-501
• Foster home: means a home that is maintained by any individual or individuals having the care or control of minor children, other than those related to each other by blood or marriage, or related to such individuals, or who are legal wards of such individuals. See Arizona Laws 8-501
• Foster parent: means any individual or individuals maintaining a foster home. See Arizona Laws 8-501
• Good faith: means honesty in fact in the conduct or transaction concerned. See Arizona Laws 29-2102
• Governance interest: means the right under the governing statute or organizational documents of an entity, other than as a governor, agent, assignee or proxy, to do any of the following:

  (a) Receive or demand access to information concerning, or the books and records of, the 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
• Governor: means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the governing statute and organizational documents of the entity. See Arizona Laws 29-2102
• Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
• including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• Inter vivos: Transfer of property from one living person to another living person.
• Interest: means a governance interest or a transferable interest, including a share or membership in a corporation. See Arizona Laws 29-2102
• Interest exchange: means a transaction authorized by article 3 of this chapter. 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 of organization: means the jurisdiction whose law includes the governing statute of the entity. See Arizona Laws 29-2102
• juvenile: means an individual who is under eighteen years of age. See Arizona Laws 8-201
• Merger: means a transaction authorized by article 2 of this chapter. See Arizona Laws 29-2102
• Merging entity: means an entity that is a party to a merger and that exists immediately before the merger becomes effective. See Arizona Laws 29-2102
• Nonprofit corporation: means a nonprofit corporation, a cooperative marketing association, an electric cooperative nonprofit membership corporation, a nonprofit electric generation and transmission cooperative corporation, a fraternal or benevolent society or a corporation sole. See Arizona Laws 29-2102
• Obligation: means a debt, loss or liability or any other obligation arising in any manner, regardless of whether it is secured, contingent or liquidated. See Arizona Laws 29-2102
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Organizational documents: means the public organizational document and private organizational documents of an entity. See Arizona Laws 29-2102
• Organize: means to incorporate, form, create or otherwise organize. See Arizona Laws 29-2102
• Parent: means the natural or adoptive mother or father of a child. See Arizona Laws 8-501
• 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.
• Person: means an individual, a corporation, an estate, a trust, a partnership, a limited liability company, a business or similar trust, an association, a joint venture, a public corporation, a government, a governmental subdivision, agency or instrumentality or any other legal or commercial entity. See Arizona Laws 29-2102
• Person: includes a corporation, company, partnership, firm, association or society, as well as a natural person. See Arizona Laws 1-215
• Plan: means a plan of merger, interest exchange, conversion, domestication or division. See Arizona Laws 29-2102
• Process: means a citation, writ or summons issued in the course of judicial proceedings. See Arizona Laws 1-215
• Protected agreement: means any of the following:

  (a) A record evidencing indebtedness and any related agreement in effect on the effective date of this section. See Arizona Laws 29-2102

• Qualified foreign entity: means a foreign entity that is authorized to transact business in this state pursuant to a filing with the appropriate filing authority. See Arizona Laws 29-2102
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• 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
• Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. ^{Source: FDIC}
• Relative: means a grandparent, great-grandparent, brother or sister of whole or half blood, aunt, uncle or first cousin. See Arizona Laws 8-501
• Service of process: The service of writs or summonses to the appropriate party.
• Sign: means to do either of the following with present intent to authenticate or adopt a record:

  (a) Execute or adopt a tangible symbol. See Arizona Laws 29-2102

• Statute: A law passed by a legislature.
• Surviving entity: means the entity that continues in existence after, or that is organized as a result of, a merger. See Arizona Laws 29-2102
• Transferable interest: means the right under an entity's governing statute to receive distributions from the entity. 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
• United States: includes the District of Columbia and the territories. See Arizona Laws 1-215
• worker: means a person who has been selected by and trained under the requirements prescribed by the department and who assists in carrying out the provisions of this article. See Arizona Laws 8-801
• Writing: includes printing. See Arizona Laws 1-215