A. If a statement of interest exchange is filed with the appropriate filing authority and the interest exchange is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2301, subsection B, the interest exchange is ineffective. A statement of ineffectiveness of interest exchange must be signed on behalf of the domestic acquired entity on behalf of which the statement of interest exchange was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.

Terms Used In Arizona Laws 29-2307

  • Acquired entity: means an entity in which all of one or more classes or series of interests are acquired in an interest exchange. See Arizona Laws 29-2102
  • Appropriate filing authority: means :

    (a) With respect to corporations, business trusts and limited liability companies, the commission. See Arizona Laws 29-2102

  • Entity: means any of the following:

    (a) A corporation. See Arizona Laws 29-2102

  • Good faith: means honesty in fact in the conduct or transaction concerned. See Arizona Laws 29-2102
  • Interest: means a governance interest or a transferable interest, including a share or membership in a corporation. See Arizona Laws 29-2102
  • Interest exchange: means a transaction authorized by article 3 of this chapter. See Arizona Laws 29-2102
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • 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.
  • Obligation: means a debt, loss or liability or any other obligation arising in any manner, regardless of whether it is secured, contingent or liquidated. See Arizona Laws 29-2102
  • Person: means an individual, a corporation, an estate, a trust, a partnership, a limited liability company, a business or similar trust, an association, a joint venture, a public corporation, a government, a governmental subdivision, agency or instrumentality or any other legal or commercial entity. See Arizona Laws 29-2102
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Arizona Laws 29-2102

B. The statement of ineffectiveness of interest exchange must contain each of the following:

1. The name of the domestic acquired entity that attempted the interest exchange.

2. The date on which the statement of interest exchange was filed.

3. A statement that the interest exchange was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.

C. The domestic acquired entity that attempted the interest exchange is responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted interest exchange unless the entity establishes that the obligation was not incurred in good faith.

D. If they were acting in good faith, the domestic acquired entity that attempted the interest exchange and its interest holders, governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective interest exchange under any law of this state pertaining to:

1. The filing of a false or otherwise misleading or inaccurate document.

2. The making of a false or otherwise misleading or inaccurate statement.

3. Any similar matter.

 

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