A. A domestic benefit corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapters 11 and 13 of this title and Title 29, Chapter 6.

Terms Used In Arizona Laws 10-2406

  • Benefit corporation: means a corporation that both:

    (a) Has elected to become subject to this chapter. See Arizona Laws 10-2402

  • 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.
  • Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140

B. If a benefit corporation is to be created in a merger, a conversion, a domestication or a division, the formation of the corporation must otherwise comply with this chapter.

C. If a merger, an interest exchange, a conversion, a domestication or a division would have the effect of terminating the status of a business corporation as a benefit corporation, the plan must be adopted by at least the minimum status vote in order to be effective.

D. For the purposes of this section:

1. "Conversion" means a transaction authorized by Title 29, Chapter 6, Article 4.

2. "Division" means a transaction authorized by Title 29, Chapter 6, Article 6.

3. "Domestication" means a transaction authorized by Title 29, Chapter 6, Article 5.

4. "Interest exchange" means a transaction authorized by Title 29, Chapter 6, Article 3.

5. "Merger" means a transaction authorized by Title 29, Chapter 6, Article 2.

6. "Plan" means a plan of merger, interest exchange, conversion, domestication or division.

 

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