Merger, Interest Exchange, Conversion, Domestication and Division

A.R.S. tit. 29, ch. 7, art. 10

in effect

A.R.S. § 29-4001 Definitions

29-4001. Definitions A. In this article, unless the context otherwise requires: 1. "Plan" means a plan of merger, interest exchange, conversion, domestication or division, as applicable. 2. "Transaction" means a merger, an interest exchange, a conversion, a domestication or a division, as applicable. B. Except for terms defined in section 29-3102 or unless the context otherwise requires, terms used in this article have the same meanings prescribed in chapter 6 of this title.

A.R.S. § 29-4002 Appraisal rights

29-4002. Appraisal rights An interest holder of a domestic limited liability company that is a merging, converting, domesticating or dividing entity or the acquired entity in an interest exchange is entitled to contractual appraisal rights in connection with a transaction under this article to the extent provided in the operating agreement or the plan.

A.R.S. § 29-4003 Entity restructuring transactions

29-4003. Entity restructuring transactions A. If a plan is approved as provided by section 29-4004, a domestic limited liability company may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and: 1. Chapter 6, article 2 of this title for a merger. 2. Chapter 6, article 3 of this title for an interest exchange. 3. Chapter 6, article 4 of this title for a conversion. 4. Chapter 6, article 5 of this title for a domestication. 5. Chapter 6, article 6 of this title for a division. B. The effective time and date of the transaction are as provided in chapter 6 of this title. Except as expressly set forth in this article, the procedures regarding the effect of and all other aspects of the transaction are governed by chapter 6 of this title. C. This section does not limit the power of a limited liability company to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.

A.R.S. § 29-4004 Action on plan

29-4004. Action on plan If a domestic limited liability company is a merging, converting, domesticating or dividing entity or the acquired entity in an interest exchange, a plan must be approved by all the members of the company entitled to vote on or consent to any matter.

A.R.S. § 29-4005 Statement of merger or other transaction as articles of termination; publication or posting

29-4005. Statement of merger or other transaction as articles of termination; publication or posting A. A statement of merger, conversion, domestication or division shall serve as the articles of termination for a domestic limited liability company that is not the surviving or resulting business entity in a transaction. B. If a statement of merger includes amendments to the articles of organization of a domestic limited liability company, the document shall be published as provided in section 29-3202, subsection H, paragraph 1 or the commission shall input the information into the database as prescribed by section 29-3202, subsection H, paragraph 2. The document required to be filed and published or posted shall be styled "statement of merger".

Source: Arizona State Legislature (azleg.gov)URL: https://www.azleg.gov/arsDetail/?title=29Fetched: 10/31/2026