Arizona Laws 29-2605. Statement of division; effective date
A. A statement of division must be signed on behalf of the dividing entity. The statement of division must be delivered for filing either:
Terms Used In Arizona Laws 29-2605
- 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
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Dividing entity: means the domestic entity that approves a plan of division pursuant to section 29-2603 or the foreign entity that approves a division pursuant to the law of its jurisdiction of organization. See Arizona Laws 29-2102
- Division: means a transaction authorized by article 6 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
- Filing entity: means an entity that is created by the filing of a public organizational document. See Arizona Laws 29-2102
- Foreign entity: means an entity other than a domestic entity. 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.
- Jurisdiction of organization: means the jurisdiction whose law includes the governing statute of the entity. See Arizona Laws 29-2102
- 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.
- Plan: means a plan of merger, interest exchange, conversion, domestication or division. See Arizona Laws 29-2102
- Process: means a citation, writ or summons issued in the course of judicial proceedings. See Arizona Laws 1-215
- Qualified foreign entity: means a foreign entity that is authorized to transact business in this state pursuant to a filing with the appropriate filing authority. See Arizona Laws 29-2102
- Service of process: The service of writs or summonses to the appropriate party.
- Sign: means to do either of the following with present intent to authenticate or adopt a record:
(a) Execute or adopt a tangible symbol. See Arizona Laws 29-2102
- Type: means , with regard to an entity, the generic form of that entity, such as listed in paragraph 17 of this section. See Arizona Laws 29-2102
1. For a division of a domestic entity pursuant to section 29-2601, subsection A, with the appropriate filing authority, if any, for the domestic dividing entity and, if there is a different filing authority for any domestic resulting entity, with that different filing authority.
2. For a division of a foreign entity that creates one or more domestic entities pursuant to section 29-2601, subsection C, with the appropriate filing authority, if any, for a domestic resulting entity and, if there is a different filing authority for any other domestic resulting entity, with the different filing authority.
B. A statement of division must contain each of the following, if applicable:
1. The name, jurisdiction of organization and type of the dividing entity.
2. A statement as to whether the dividing entity will survive the division.
3. The name, jurisdiction of organization and type of each resulting entity created by the division and, if a resulting entity is a domestic entity, other than a general partnership, or is a qualified foreign entity both of the following:
(a) The street address of the resulting entity’s known place of business in this state or, if the resulting entity is a domestic partnership, the street address of its office in this state.
(b) The name and street address of the resulting entity’s agent for service of process in this state. If a new statutory agent is being appointed, the statutory agent must sign a statement accepting the appointment, which must be attached to the statement of division.
4. With respect to the effective date and time of the division:
(a) If the dividing entity or at least one resulting entity is a domestic filing entity and if the statement of division is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which may not be more than ninety days after the date of its delivery to the appropriate filing authority.
(b) If neither the dividing entity nor any resulting entity is a domestic filing entity and if the statement of division is not to be effective on the signing of the statement of division, the later date and time on which it will become effective.
5. If the dividing entity is a domestic entity, a statement that the plan of division was approved in accordance with this article or, if the dividing entity is a foreign entity, a statement that the division was approved by the foreign dividing entity in accordance with the law of its jurisdiction of organization.
6. If the dividing entity is a domestic filing entity and survives the division, any amendment to its public organizational document approved as part of the plan of division, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
7. For each domestic resulting entity created by the division, its public organizational document, if any, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
8. For each foreign resulting entity that is required to be a qualified foreign entity, any documents that the laws of this state require it to file to become a qualified foreign entity, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
9. For each foreign resulting entity that is not required to be a qualified foreign entity, a mailing address to which the appropriate filing authority may send any process served on the appropriate filing authority pursuant to section 29-2606, subsection E.
10. For each resulting entity created by the division that is a domestic limited liability partnership, its statement of qualification, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
C. In addition to the requirements of subsection B of this section, a statement of division may contain any other provision not prohibited by law.
D. If a resulting entity created in the division is a domestic filing entity, the amendment attached under subsection B, paragraph 6 of this section or its public organizational document attached under subsection B, paragraph 7 of this section:
1. Must satisfy the requirements of the laws of this state.
2. Is deemed to be signed by means of the signing of the statement of division.
3. May omit any provision that is not required to be included in a restatement of the public organizational document.
E. With respect to a plan of division that is signed on behalf of a domestic dividing entity and that meets all of the requirements of subsection B of this section:
1. If the dividing entity or at least one resulting entity is a domestic filing entity, and if the plan so provides, the plan may be delivered for filing with the appropriate filing authority instead of a statement of division and, on filing, has the same effect as a statement of division, in which case all references in this chapter to a statement of division refer to the plan of division filed under this subsection.
2. If neither the dividing entity nor any resulting entity is a domestic filing entity, and if the plan so provides, the plan has the same effect as a statement of division, in which case all references in this chapter to a statement of division refer to the plan of division.
F. With respect to the effective date and time of the division:
1. If the dividing entity or at least one resulting entity is a domestic filing entity, once a statement of division has been approved for filing by the appropriate filing authority or authorities, both the division and the statement of division are deemed to have become effective on the date and time of the delivery of the statement of division for filing with the appropriate filing authority or authorities or, if applicable, on the later date and time specified in the statement of division.
2. If neither the dividing entity nor any resulting entity is a domestic filing entity, both the division and the statement of division are effective on the signing of the statement of division or, if applicable, on the later date and time specified in the statement of division.