Arizona Laws 10-1201. Sale of assets in regular course of business and mortgage of assets
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A. On the terms and conditions and for the consideration determined by the board of directors, a corporation may:
Terms Used In Arizona Laws 10-1201
- Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
- Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. 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.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Property: includes both real and personal property. See Arizona Laws 1-215
- 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
- Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
1. Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of business.
2. Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business.
3. Transfer any or all of its property to a corporation all the shares of which are owned by the corporation.
B. Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection A is not required.