A. If a statement of conversion is filed with the appropriate filing authority but the conversion is not authorized by the law of the relevant foreign jurisdiction as required by either section 29-2401, subsection A, paragraph 2 or subsection B, the conversion is ineffective. A statement of ineffectiveness of conversion must be signed on behalf of the entity on behalf of which the statement of conversion 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 29-2407

  • Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appropriate filing authority: means :

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

  • Conversion: means a transaction authorized by article 4 of this chapter. See Arizona Laws 29-2102
  • Domestic entity: means an entity whose internal affairs are governed by the laws of this state. See Arizona Laws 29-2102
  • Entity: means any of the following:

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

  • Foreign entity: means an entity other than a domestic entity. 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
  • 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: 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
  • 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.
  • 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
  • Service of process: The service of writs or summonses to the appropriate party.
  • Statute: A law passed by a legislature.

B. The statement of ineffectiveness of conversion must contain each of the following, if applicable:

1. The name of the entity that attempted the conversion.

2. The date on which the statement of conversion was filed.

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

4. If another entity has adopted the name of the entity that attempted the conversion, or if another person has adopted as a trade name the name of that entity, the entity that attempted the conversion must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and, if attached, is deemed to be delivered to the appropriate filing authority for filing.

C. The entity that attempted the conversion is both:

1. Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted conversion, unless the entity establishes that the obligation was not incurred in good faith.

2. Deemed to have appointed the appropriate filing authority as its agent for service of process for any action arising under this section unless the entity is a domestic entity or a qualified foreign entity.

D. If they were acting in good faith, the entity that attempted the conversion 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 conversion 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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