Arizona Laws 10-1636. Civil liability for false filings; exceptions
A. Except as provided in subsection C or D of this section, any person that authorizes or signs a report, certificate, notice or other document with respect to a corporation that is delivered for filing with the commission pursuant to this chapter and that has knowledge at the time of delivery to the commission for filing that the information contained in that report, certificate, notice or other document is materially false or misleading is liable to the corporation and its creditors and shareholders for all damages resulting. The prevailing party in an action for the liability imposed under this subsection is entitled to an award for its costs and reasonable attorney fees.
Terms Used In Arizona Laws 10-1636
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Commission: means the Arizona corporation commission. See Arizona Laws 10-140
- 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.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Delivery: means actual receipt by the person or entity to which directed and for electronic transmissions means receipt as described in section 44-7015, subsection B. See Arizona Laws 10-140
- Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
- Entity: includes a corporation, foreign corporation, not for profit corporation, profit and not for profit unincorporated association, nonprofit corporation, close corporation, corporation sole or limited liability company, a professional corporation, association or limited liability company, a business trust, estate, partnership, registered limited liability partnership, trust or joint venture, two or more persons having a joint or common economic interest, any person other than an individual and a state, the United States and a foreign government. See Arizona Laws 10-140
- 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
- Filing: means the commission completing the following procedure with respect to any document delivered for that purpose:
(a) Determining that the filing fee requirements of section 10-122 have been satisfied. See Arizona Laws 10-140
- Person: includes an individual and entity. See Arizona Laws 10-140
- Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
B. An action for the liability imposed by subsection A of this section must be commenced within two years after discovery of the false statement or the time a reasonable person would have discovered it, but not later than six years after the report, certificate, notice or other document was filed or received by the commission.
C. This section does not apply to any filing made by a corporation whose shares are listed or approved for listing on any stock exchange or national market system of a national securities association specified in section 44-1843, subsection A, paragraph 7 or the rules of the corporation commission relating to that paragraph or whose securities are issued by an entity that is exempt from section 44-1841 pursuant to section 44-1843, subsection A, paragraph 2 or 3 or the rules of the corporation commission relating to those paragraphs.
D. Execution of a consent to serve as a statutory agent does not by itself constitute a certification of the truth or accuracy of the information contained in a report, certificate, notice or other document with respect to the corporation even if the consent is attached to another filing.
E. This section does not prevent the award of equitable remedies, if appropriate.