Mergers and Other Restructuring Transactions

A.R.S. tit. 29, ch. 5, art. 9

in effect

A.R.S. § 29-1081 Definitions

29-1081. 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 29-1001 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. § 29-1082 Entity restructuring transactions

29-1082. Entity restructuring transactions A. If a plan is approved as provided by section 29-1083, a partnership 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 partnership to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.

A.R.S. § 29-1083 Action on plan

29-1083. Action on plan The plan must be approved by all of the partners or a number or percentage specified for the transaction in the partnership agreement.

A.R.S. § 29-1086 Effect of transaction; definition

29-1086. Effect of transaction; definition A. If the post-transaction entity is a domestic partnership, a partner of the post-transaction entity is liable for: 1. All obligations of an entity that is a party to or otherwise undertakes the transaction for which the partner was personally liable before the transaction. 2. All other obligations of the post-transaction entity incurred before the transaction by an entity that is a party to or otherwise undertakes the transaction, but those obligations may be satisfied only out of property of the post-transaction entity. B. If the obligations incurred before the transaction by a domestic partnership that is a party to or otherwise undertakes the transaction are not to be satisfied out of the property of the post-transaction entity pursuant to the plan, the general partners of that partnership immediately before the effective date of the transaction shall contribute the amount necessary to satisfy that partnership's obligations to the post-transaction entity, in the manner provided in section 29-1077, as if that partnership were dissolved. C. A partner of a domestic partnership that is a party to or otherwise undertakes a transaction who does not become a partner or any other interest holder of the post-transaction entity is dissociated from the partnership, of which that partner was a partner, as of the date the transaction takes effect. The post-transaction entity shall cause the partner's interest in the partnership to be purchased under section 29-1061 or another statute specifically applicable to that partner's interest with respect to a transaction. The post-transaction entity is bound under section 29-1062 by an act of a general partner dissociated under this subsection, and the partner is liable under section 29-1063 for transactions entered into by the post-transaction entity after the transaction takes effect. D. For the purposes of this section, "post-transaction entity" means any of the following, as applicable: 1. The surviving entity in a merger. 2. The converted entity in a conversion. 3. The domesticated entity in a domestication. 4. Each resulting entity in a division, jointly and severally.

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