A. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

Terms Used In Arizona Laws 29-1075

  • Business: includes every trade, occupation and profession. See Arizona Laws 29-1001
  • Partner: means a general partner and, for purposes of article 9 of this chapter, both a general partner and a limited partner. See Arizona Laws 29-1001
  • Partnership: means an association or entity formed under section 29-1012, a predecessor law or a comparable law of another jurisdiction. See Arizona Laws 29-1001
  • 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, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity. See Arizona Laws 29-1001
  • State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States. See Arizona Laws 29-1001
  • Statement: means a statement of partnership authority under section 29-1023, a statement of denial under section 29-1024, a statement of dissociation under section 29-1064, a statement of dissolution under section 29-1075, a statement of merger under section 29-2205, a statement of qualification as a limited liability partnership under section 29-1101, a statement of foreign qualification under section 29-1106 or an amendment or cancellation of any of the foregoing. See Arizona Laws 29-1001

B. A statement of dissolution cancels a filed statement of partnership authority for the purposes of section 29-1023, subsection D and is a limitation on authority for the purposes of section 29-1023, subsection E.

C. For the purposes of sections 29-1021 and 29-1074, a person who is not a partner is deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution ninety days after it is filed.

D. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority that operates with respect to a person who is not a partner as provided in section 29-1023, subsections D and E in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

E. In order for a partnership to file a statement of dissolution where that partnership has not previously filed a statement of partnership authority with the secretary of state, the partnership must first file a statement of partnership authority with the secretary of state pursuant to section 29-1023. The secretary of state shall not accept any statement of dissolution for which a statement of partnership authority has not first been filed with the secretary of state.