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USA Statutes : arizona
Title : Corporations and Associations
Chapter : INCORPORATION AND TRANSFER OF DOMICILE-NONPROFIT CORPORATIONS
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10-3201 Incorporators
One or more persons may act as the incorporator or incorporators of a corporation by
delivering articles of incorporation and a certificate of disclosure to the commission
for filing.
10-3202 Articles of incorporation; violation; classification
A. The articles of incorporation shall set forth:
1. A corporate name for the corporation that satisfies the requirements of section
10-3401.
2. A brief statement of the character of affairs that the corporation initially
intends to conduct. This statement does not limit the affairs that the corporation may
conduct.
3. The name and address of each person who is to serve as a director until a
successor is elected and qualifies.
4. The name, street address and signature of the corporation's statutory agent.
5. The street address of the known place of business for the corporation, if
different from that of its statutory agent.
6. The name and address of each incorporator.
7. Whether or not the corporation will have members.
8. Any provision elected by the incorporators that under chapters 24 through 40 of
this title or any other law of this state may be elected only by specific inclusion in
the articles of incorporation.
9. The signatures of all incorporators.
B. The articles of incorporation may set forth:
1. A provision eliminating or limiting the liability of a director to the
corporation or its members for money damages for any action taken or any failure to take
any action as a director, except liability for any of the following:
(a) The amount of a financial benefit received by a director to which the director
is not entitled.
(b) An intentional infliction of harm on the corporation or the members.
(c) A violation of section 10-3833.
(d) An intentional violation of criminal law.
2. A provision permitting or making obligatory indemnification of a director for
liability, as defined in section 10-3850, to any person for any action taken, or any
failure to take any action, as a director, except liability for any of the exceptions
described in paragraph 1 of this subsection.
3. Any other provision, not inconsistent with law.
C. The articles of incorporation need not set forth any of the corporate powers
enumerated in chapters 24 through 40 of this title.
D. The certificate of disclosure shall set forth all of the following:
1. The following information regarding all persons who at the time of its delivery
are officers, directors, trustees and incorporators:
(a) Whether any of the persons have been convicted of a felony involving a
transaction in securities, consumer fraud or antitrust in any state or federal
jurisdiction within the seven year period immediately preceding the execution of the
certificate.
(b) Whether any of the persons have been convicted of a felony, the essential
elements of which consisted of fraud, misrepresentation, theft by false pretenses or
restraint of trade or monopoly in any state or federal jurisdiction within the seven year
period immediately preceding the execution of the certificate.
(c) Whether any of the persons are or have been subject to an injunction, judgment,
decree or permanent order of any state or federal court entered within the seven year
period immediately preceding the execution of the certificate, if the injunction,
judgment, decree or permanent order involved any of the following:
(i) The violation of fraud or registration provisions of the securities laws of
that jurisdiction.
(ii) The violation of consumer fraud laws of that jurisdiction.
(iii) The violation of the antitrust or restraint of trade laws of that
jurisdiction.
(d) With regard to any of the persons who have been convicted of the crimes or who
are the subject of the judicial action described in subdivisions (a), (b) and (c) of this
paragraph, information regarding:
(i) Identification of the persons, including present full name, all prior names or
aliases, including full birth name, present home address, all prior addresses for the
immediately preceding seven year period, date and location of birth and social security
number.
(ii) The nature and description of each conviction or judicial action, the date and
location, the court and public agency involved, and the file or case number of the case.
2. A brief statement disclosing whether any persons who at the time of its delivery
are officers, directors, trustees and incorporators and who have served in any such
capacity in any other corporation on the bankruptcy, receivership or charter revocation
of the other corporation. If so, for each corporation, the certificate shall include:
(a) The names and addresses of each corporation and the person or persons involved.
(b) The state in which each corporation:
(i) Was incorporated.
(ii) Transacted business.
(c) The dates of corporate operation.
3. The signatures of all the incorporators.
4. The date of its execution, which shall be not more than thirty days before its
delivery to the commission.
5. A declaration by each signer that the signer swears to its contents under
penalty of law.
E. The certificate of disclosure may set forth the name and address of any other
person whom the incorporator or incorporators choose to be the subject of those
disclosures required under subsection D, paragraph 1 of this section.
F. If within sixty days after delivering the articles of incorporation and
certificate of disclosure to the commission any person becomes an officer, director or
trustee and the person was not the subject of the disclosures set forth in the
certificate of disclosure, the incorporator or incorporators or, if the organization of
the corporation has been completed as provided in section 10-3205, the corporation shall
execute and deliver to the commission within the sixty day period a declaration, sworn to
under penalty of law, setting forth all information required by subsection D, paragraph 1
of this section, regarding the person. If the incorporator or incorporators or, as
applicable, the corporation fails to comply with this subsection, the commission may
administratively dissolve the corporation pursuant to section 10-11421.
G. If any of the persons described in subsection D, paragraph 1 of this section
have been convicted of the crimes or are the subject of the judicial action described in
subsection D, paragraph 1 of this section, the commission may direct detailed
interrogatories to the persons requiring any additional relevant information deemed
necessary by the commission. The interrogatories shall be completely answered within
thirty days after mailing of the interrogatories. With respect to corporations
incorporating or seeking authority to conduct affairs, articles of incorporation or an
application for authority shall not be filed until all outstanding interrogatories have
been answered to the satisfaction of the commission. With respect to existing domestic
and foreign corporations, if the interrogatories are not answered as provided in this
subsection or the answers to the interrogatories otherwise indicate proper grounds for an
administrative dissolution, the commission shall initiate an administrative dissolution
in accordance with chapters 24 through 40 of this title.
H. On a quarterly updated basis, the commission shall provide to the attorney
general a list of all persons who are convicted of the crimes or who are the subject of
the judicial action described in subsection D, paragraph 1 of this section as indicated
by the certificate of disclosure filed during the preceding three months.
I. Any person who executed or contributed information for a certificate of
disclosure and who intentionally makes any untrue statement of material fact or withholds
any material fact with regard to the information required in subsection D, paragraph 1 of
this section is guilty of a class 6 felony.
10-3203 Incorporation
A. Unless a delayed effective date is specified in the articles of incorporation,
incorporation occurs and the corporate existence begins when the articles of
incorporation and certificate of disclosure are delivered to the commission for filing.
B. The commission's filing of the articles of incorporation and certificate of
disclosure is conclusive proof that the incorporators satisfied all conditions precedent
to incorporation except in a proceeding by the state to cancel or revoke the
incorporation or involuntarily dissolve the corporation pursuant to chapter 37 of this
title.
C. Subject to section 10-3124, if the commission determines that the requirements
of chapters 24 through 40 of this title for filing have not been met, the articles of
incorporation and certificate of disclosure shall not be filed and the corporate
existence terminates at the time the commission completes the determination. If the
corporate existence is terminated pursuant to this subsection, sections 10-11404,
10-11405 and 10-11406 apply.
D. Within sixty days after the filing, a copy of the articles of incorporation
shall be published. An affidavit evidencing the publication shall be filed with the
commission within ninety days after filing the articles of incorporation.
10-3204 Liability for noncorporate transactions
All persons purporting to act as or on behalf of a corporation with actual knowledge
that no corporation exists under chapters 24 through 40 of this title are jointly and
severally liable to the extent not precluded by section 12-2506 for all liabilities
created while so acting.
10-3205 Organization of corporation
After incorporation the board of directors shall hold an organizational meeting at
the call of a majority of the directors to complete the organization of the corporation
by appointing officers, adopting bylaws, and carrying on any other business brought
before the meeting.
10-3206 Bylaws
A. The board of directors of a corporation shall adopt initial bylaws for the
corporation.
B. The bylaws of a corporation may contain any provision for regulating and
managing the affairs of the corporation that is not inconsistent with law or the articles
of incorporation.
10-3207 Emergency bylaws
A. Unless the articles of incorporation provide otherwise, the board of directors
of a corporation may adopt bylaws to be effective only in an emergency defined in
subsection D of this section. The emergency bylaws are subject to amendment or repeal by
the members and may make all provisions necessary for managing the corporation during the
emergency, including all of the following:
1. Procedures for calling a meeting of the board of directors.
2. Quorum requirements for the meeting.
3. Designation of additional or substitute directors.
B. All provisions of the regular bylaws consistent with the emergency bylaws remain
effective during the emergency. The emergency bylaws are not effective after the
emergency ends.
C. Corporate action taken in good faith in accordance with the emergency bylaws
both:
1. Binds the corporation.
2. May not be used to impose liability on a corporate director, officer, employee
or agent.
D. An emergency exists for purposes of this section if a quorum of the
corporation's directors cannot readily be assembled because of a local emergency, a state
of emergency or a state of war emergency, all as defined in section 26-301.
10-3220 Transfer of domicile
Any foreign corporation may become a corporation incorporated under and subject to
the provisions of the laws of this state by filing articles of domestication as provided
in section 10-3222.
10-3221 Adoption of articles of domestication
Articles of domestication may be adopted in the manner provided by the laws of the
jurisdiction in which the corporation is incorporated, if the laws of the jurisdiction
provide for transfer of domicile, and otherwise in the manner provided for adoption of
amendments to articles of incorporation in the jurisdiction in which the corporation is
incorporated, except that if the effect of the transfer of domicile will be to change the
rights of any members in the manner set forth in section 10-11004, the voting
requirements of section 10-11004 apply in addition to the provisions of the law under
which the domesticating corporation is incorporated.
10-3222 Articles of domestication
A corporation transferring its domicile into this state shall deliver to the
commission for filing articles of domestication setting forth:
1. The name of the corporation, which shall satisfy the requirements of section
10-3401.
2. The state or other jurisdiction in which the corporation was originally
incorporated and the date of the incorporation.
3. A statement that the official in charge of corporate filings in the jurisdiction
in which the corporation was previously incorporated will be provided with a copy of the
articles of domestication filed in this state.
4. All provisions required to be set forth in articles of incorporation of
corporations formed in this state as provided in section 10-3202.
5. Any provisions that are not inconsistent with the laws of this state and that
may be set forth in articles of incorporation of corporations formed in this state.
6. A statement that the articles of domestication have been adopted in accordance
with section 10-3221 and the dates of actions by members and board of directors
constituting the adoption.
7. A statement that on transfer of domicile the corporation accepts and will be
subject to the laws of this state.
8. If the jurisdiction in which the corporation was previously incorporated
authorized the corporation to issue shares, a statement designating as membership
interests any interests formerly designated as shares.
10-3223 Certificate of disclosure and certificate of good standing
A corporation filing articles of domestication with the commission shall also
deliver to the commission a certificate of disclosure containing all information required
by section 10-3202 and a certificate of good standing duly authenticated by the official
having custody of the corporate records in the jurisdiction in which the corporation was
incorporated before the transfer of domicile.
10-3224 Recording and publication of articles of domestication
Within sixty days after filing the articles of domestication, the articles of
domestication shall be published. An affidavit evidencing the publication shall be filed
with the commission within ninety days after filing the articles of domestication. If
other laws require the domesticated corporation to record its articles of incorporation,
the domesticated corporation shall also record the articles of domestication.
10-3225 Effect of change of domicile
A. On filing by the commission of the articles of domestication, the corporation is
deemed to be domiciled in and incorporated under the laws of this state, is considered to
be the same corporation as that corporation that existed under the laws of the
jurisdiction in which it was formerly domiciled and is considered to have been
incorporated on the date it was originally incorporated in the former jurisdiction.
B. The articles of domestication, when filed by the commission, entitle the
domesticated corporation to all of the powers, privileges and rights granted to
corporations incorporated in this state and subject the domesticated corporation to all
the duties, liabilities and limitations imposed on domestic corporations. The
corporation is subject to the laws of this state as of the date of filing of the articles
of domestication as if the corporation had been originally incorporated on that date. On
filing the articles of domestication, the articles of domestication constitute the
articles of incorporation of the domesticated corporation.
10-3226 Transfer of domicile from this state
Any corporation incorporated and in good standing under the laws of this state may
transfer its domicile to another jurisdiction by adopting articles of domestication in
accordance with the laws of the jurisdiction into which the corporation is to transfer
its domicile. The articles of domestication must be adopted by the corporation in the
manner provided by the laws of this state for amendment to the articles of
incorporation. On filing of the articles of domestication with the official having
custody of the corporate records in the jurisdiction to which the corporate domicile is
transferred, the corporation ceases to be a corporation incorporated under the laws of
this state and, on the filing of an application for authority pursuant to section
10-11503, becomes a foreign corporation qualified to transact business in this state
subject to all laws of this state with respect to foreign corporations so qualified.
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