Arizona Laws 10-1804. Optional provisions of articles of incorporation
The articles of incorporation of a close corporation may set forth any of the following:
Terms Used In Arizona Laws 10-1804
- 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
- Capital units: means the proportions of the proprietary interest in the corporation owned by the investors. See Arizona Laws 10-1802
- close corporation: means a corporation for profit organized pursuant to the provisions of this article. See Arizona Laws 10-1802
- 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.
- Investor: means one who is the owner of capital units in a close corporation. See Arizona Laws 10-1802
- Manager: means the person or persons named in the articles of incorporation either originally or by amendment thereto in the capacity of manager or assistant manager and does not include any person who is not so named. See Arizona Laws 10-1802
- 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.
1. The period of duration, if less than perpetual.
2. Any restrictions on the authority of the manager or managers of the close corporation.
3. Any reservations of authority to the investors.
4. Any restriction on the power of any investor to sell, to transfer or to create a security interest in his capital units. No restriction on the power to sell, transfer or create a security interest shall be binding except as to persons who have actual knowledge thereof unless such restriction is set forth in the articles of incorporation.
5. Any restriction on the subsequent issuance of additional capital units.
6. If any preemptive right is to be granted to investors, the provisions therefor.
7. Whether the corporation will have the power to acquire its capital units and if so any restrictions or limitations thereon. If no power to acquire its capital units is set forth in the articles of incorporation, the corporation may not acquire any of its outstanding capital units.
8. Any provisions which provide for arbitration or other non-judicial procedure seeking resolution of any dispute as provided in section 10-1806.
9. Any provision for replacement or succession of a manager inconsistent with section 10-1805, subsection D.
10. Any provision which either relieves the manager entirely of the obligation to make accountings to investors or which modifies the period or form of such accounting in a manner inconsistent with section 10-1805, subsection E.
11. Any provision for annual or other periodic meetings of investors. If no such provision is set forth in the articles of incorporation, there shall be no requirement for meetings for investors.
12. Any requirement for bond or other security to be given to the corporation by a manager to secure the faithful performance of his duties.
13. Any restrictions upon competition by investors directly or indirectly with the business of the corporation.
14. Any provision for delegation of his authority by a manager.
15. Any provision for a dissolution option pursuant to section 10-1807.
16. Any provision for varying relationships among investors as to relative rights in capital units.
17. Any other provisions which are consistent with law and which the incorporators elect to set forth.