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| Home > Statutes > Usa Arizona |
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USA Statutes : arizona
Title : Corporations and Associations
Chapter : RECORDS AND REPORTS
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10-1601 Corporate records
A. A corporation shall keep as permanent records minutes of all meetings of its
shareholders and board of directors, a record of all actions taken by the shareholders or
board of directors without a meeting and a record of all actions taken by a committee of
the board of directors in place of the board of directors on behalf of the corporation.
B. A corporation shall maintain appropriate accounting records.
C. A corporation or its agent shall maintain a record of its shareholders in a form
that permits preparation of a list of the names and addresses of all shareholders and in
alphabetical order by class of shares showing the number and class of shares held by
each.
D. A corporation shall maintain its records in written form or in another form
capable of conversion into written form within a reasonable time.
E. A corporation shall keep a copy of all of the following records at its principal
office, at its known place of business or at the office of its agent:
1. Its articles or restated articles of incorporation and all amendments to them
currently in effect.
2. Its bylaws or restated bylaws and all amendments to them currently in effect.
3. Resolutions adopted by its board of directors creating one or more classes or
series of shares and fixing their relative rights, preferences and limitations, if shares
issued pursuant to those resolutions are outstanding.
4. The minutes of all shareholders' meetings and records of all action taken by
shareholders without a meeting for the past three years.
5. All written communications to shareholders generally within the past three
years, including the financial statements furnished for the past three years under
section 10-1620.
6. A list of the names and business addresses of its current directors and
officers.
7. Its most recent annual report delivered to the commission under section 10-1622.
8. An agreement among shareholders under section 10-732.
10-1602 Inspection of records by shareholders
A. Any shareholder who has been a holder of record of shares or of a voting trust
beneficial interest therefor at least six months immediately preceding its demand or will
be the holder of record of or the holder of record of a voting trust beneficial interest
for at least five per cent of all of the outstanding shares of a corporation is entitled
to inspect and copy any of the records of the corporation described in section 10-1601,
subsection E during regular business hours at the corporation's principal office, if the
shareholder gives the corporation written notice of its demand as provided in section
10-141 at least five business days before the date on which it wishes to inspect and
copy.
B. Any shareholder who has been a holder of record of shares or of a voting trust
beneficial interest for at least six months immediately preceding its demand or will be
the holder of record of or the holder of record of a voting trust beneficial interest for
at least five per cent of all of the outstanding shares of a corporation is entitled to
inspect and copy any of the following records of the corporation during regular business
hours at a reasonable location specified by the corporation, if the shareholder meets the
requirements of subsection C of this section and gives the corporation written notice of
its demand as provided in section 10-141 at least five business days before the date on
which it wishes to inspect and copy the following:
1. Excerpts from minutes of any meeting of the board of directors, records of any
action of a committee of the board of directors while acting in place of the board of
directors on behalf of the corporation, minutes of any meeting of the shareholders and
records of action taken by the shareholders or board of directors without a meeting, to
the extent not subject to inspection under subsection A of this section.
2. Accounting records of the corporation.
3. The record of shareholders.
4. The corporation's most recent financial statements showing in reasonable detail
its assets and liabilities and the results of its operations.
C. A shareholder may inspect and copy the records described in subsection B of this
section only if all of the following conditions are met:
1. The shareholder's demand is made in good faith and for a proper purpose.
2. The shareholder describes with reasonable particularity its purpose and the
records it desires to inspect.
3. The records are directly connected with the shareholder's purpose.
D. The right of inspection granted by this section shall not be abolished or
limited by a corporation's articles of incorporation or bylaws.
E. This section does not affect:
1. The right of a shareholder to inspect records under section 10-720, or if the
shareholder is in litigation with the corporation, to the same extent as any other
litigant.
2. The power of a court, independently of chapters 1 through 17 of this title, to
compel the production of corporate records for examination on proof by a shareholder or
holder of a voting trust beneficial interest of proper purpose, irrespective of the
period of time during which the shareholder or holder of a voting trust beneficial
interest has been a shareholder of record or a holder of record of a voting trust
beneficial interest and irrespective of the number of shares held by the shareholder or
represented by a voting trust beneficial interest held by the shareholder.
10-1603 Scope of inspection right; charge
A. A shareholder's agent or attorney has the same inspection and copying rights as
the shareholder it represents.
B. The right to copy records under section 10-1602 includes, if reasonable, the
right to receive copies made by photographic, xerographic or other means.
C. The corporation may impose a reasonable charge covering the costs of labor and
material for copies of any documents provided to the shareholder. The charge shall not
exceed the estimated cost of production or reproduction of the records.
D. The corporation may comply with a shareholder's demand to inspect the record of
shareholders under section 10-1602, subsection B, paragraph 3 by providing the
shareholder with a list of the corporation's shareholders that was compiled no earlier
than the date of the shareholder's demand.
10-1604 Court-ordered inspection
A. If a corporation does not allow a shareholder who complies with section 10-1602,
subsection A to inspect and copy any records required by that subsection to be available
for inspection, the court in the county where the corporation's known place of business
is located may summarily order inspection and copying of the records demanded at the
corporation's expense on application of the shareholder.
B. If a corporation does not allow within a reasonable time a shareholder to
inspect and copy any other record, the shareholder who complies with section 10-1602,
subsections B and C may apply to the court in the county where the corporation's
principal office is located for an order to permit inspection and copying of the records
demanded. The court shall dispose of an application under this subsection on an
expedited basis.
C. If the court orders inspection and copying of the records demanded, it shall
also order the corporation to pay the shareholder's costs, including reasonable attorney
fees, incurred to obtain the order, unless the corporation proves that it refused
inspection in good faith because it had a reasonable basis for doubt about the right of
the shareholder to inspect the records demanded. The court may order a shareholder to
pay all or a portion of the corporation's costs, including reasonable attorney fees, if
the demand to inspect is denied in whole or in material part.
D. If the court orders inspection and copying of the records demanded, it may
impose reasonable restrictions on the use or distribution of the records by the demanding
shareholder.
10-1620 Financial statements for shareholders
A. A corporation shall furnish its shareholders annual financial statements that
may be consolidated or combined statements of the corporation and one or more of its
subsidiaries, as appropriate, and that include a balance sheet as of the end of the
fiscal year, an income statement for that year and a statement of changes in
shareholders' equity for the year unless that information appears elsewhere in the
financial statements. If financial statements are prepared for the corporation on the
basis of generally accepted accounting principles, the annual financial statements shall
also be prepared on that basis.
B. If the annual financial statements are reported on by a certified public
accountant, that report shall accompany them. If not, the statements shall be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records both:
1. Stating that person's reasonable belief whether the statements were prepared on
the basis of generally accepted accounting principles and, if not, describing the basis
of preparation.
2. Describing any respects in which the statements were not prepared on a basis of
accounting consistent with the statements prepared for the preceding year.
C. A corporation shall mail or transmit the annual financial statements to each
shareholder within one hundred twenty days after the close of each fiscal year. On
written request from a shareholder the corporation shall mail or transmit that
shareholder the latest annual financial statements.
10-1621 Other reports to shareholders
If a corporation indemnifies or advances expenses to a director under sections
10-851 through 10-854, the corporation shall report the indemnification or advance in
writing to the shareholders with or before the annual financial statements required under
section 10-1620. Failure to report under this section does not invalidate otherwise
valid indemnification. This section does not apply to a corporation whose shares are
listed on a national securities exchange or are regularly traded in a market maintained
by one or more members of a national or affiliated securities association.
10-1622 Annual report
A. Each domestic corporation and each foreign corporation authorized to transact
business in this state shall deliver to the commission for filing an annual report that
sets forth all of the following:
1. The name of the corporation and the state or country under whose law it is
incorporated.
2. The address of its known place of business and the name and address of its
statutory agent in this state.
3. The address of its principal office.
4. The names and business addresses of its directors and principal officers.
5. A brief description of the nature of its business.
6. The total number of authorized shares, itemized by class and series, if any,
within each class.
7. The total number of issued and outstanding shares, itemized by class or series,
if any, within each class.
8. A certificate of disclosure containing the information set forth in section
10-202, subsection D.
9. The names of shareholders of record of the corporation holding more than twenty
per cent of any class of shares issued by the corporation, including persons beneficially
holding the shares through nominees.
10. A statement that all corporate income tax returns required by title 43 have been
filed with the department of revenue.
B. Information in the annual report shall be current as of the date the annual
report is executed on behalf of the corporation.
C. The annual report for all corporations shall be delivered to the commission for
filing, and the annual fee shall be paid on or before the date assigned by the
commission. The commission may stagger the annual report filing date for all
corporations and adjust the annual registration fee on a pro rata basis. The corporation
shall deliver the annual report to the commission for filing each subsequent year in the
anniversary month on the date determined by the commission. If a corporation is unable
to file the annual report required by this section on or before the date prescribed by
this section, the corporation may file, but only on or before this date, a written
request with the commission for an extension of time, not to exceed six months, in which
to file the annual report. The request for an extension of time shall be accompanied by
the annual registration fee required by law. After filing the request for an extension of
time and on receipt of the annual registration fee, the commission shall grant the
request.
D. If an annual report does not contain the information required by this section,
the commission shall promptly notify the reporting domestic or foreign corporation in
writing and shall return the report to it for correction. If the report is corrected to
contain the information required by this section and delivered to the commission within
thirty days after the effective date of notice, it is deemed to be timely filed.
E. Any corporation that is exempt from the requirement of filing an annual report
shall deliver annually a certificate of disclosure that contains the information set
forth in section 10-202, subsection D and that is executed by any two executive officers
or directors of the corporation on or before May 31. If the certificate is not delivered
within ninety days after the due date of the annual report or within ninety days after
May 31 in the case of any corporation that is exempt from the requirement of filing an
annual report, the commission shall initiate administrative dissolution of that
corporation in accordance with chapters 1 through 17 of this title.
F. If the annual report is not delivered for filing and the fee is not paid within
the time specified by this section, the commission shall assess and, upon collection,
deposit, pursuant to sections 35-146 and 35-147, penalties of twenty per cent per month
or fraction of the month of the fees then due until payment is made, the domestic
corporation is administratively dissolved or the authority of the foreign corporation is
revoked. Beginning January 1, 1999, this subsection does not apply to nonprofit
corporations organized under chapters 24 through 40 of this title.
10-1623 Statement of bankruptcy or receivership; interrogatories before subsequent incorporation; violation; classification; definitions
A. On the filing of a petition for bankruptcy or the appointment of a receiver for
any corporation, the corporation shall deliver a statement to the commission listing:
1. All officers, directors, trustees and major stockholders of the corporation
within one year of filing the petition for bankruptcy or the appointment of a
receiver. If a major stockholder is a corporation, the statement shall list the current
president, chairman of the board of directors and major stockholders of such corporate
stockholder.
2. Whether any such person has been an officer, director, trustee or major
stockholder of any other corporation within one year of the bankruptcy or receivership of
the other corporation.
3. If the answer in paragraph 2 of this subsection is in the affirmative, for each
such corporation the following information:
(a) Name and address.
(b) States in which it:
(i) Was incorporated.
(ii) Transacted business.
(c) Dates of operation.
B. The commission shall maintain a suitably indexed list of all such persons. The
index is a public record of the commission for purposes of title 39.
C. On receipt for filing of articles of incorporation of a new corporation or
application for authority to transact business by a foreign corporation, the commission
shall determine whether any person proposed as an officer, director, trustee,
incorporator or major stockholder of the new or foreign corporation has been involved two
or more times in a corporate bankruptcy, receivership, revocation, administrative
dissolution or judicial dissolution commenced by any state. If so, the commission may
direct detailed interrogatories to the persons requiring any additional relevant
information deemed necessary by the commission and at the same time shall provide public
notice of the interrogatory procedure. Any person may request additional interrogatories
or may provide additional information to the commission. The interrogatories shall be
completely answered within thirty days after mailing. With respect to corporations
incorporated or seeking authority to transact business, articles of incorporation or
application for authority shall not be filed until all outstanding interrogatories have
been answered to the satisfaction of the commission.
D. Any applicant for filing articles of incorporation or authority to transact
business who is dissatisfied with a determination of the commission or any other
proceeding under this section may demand and the commission or its designee shall convene
a public hearing at the county seat of the county of the corporate headquarters of the
proposed corporation. The commission shall give public notice of the hearing at least
twenty days before the hearing by publication in a newspaper of general circulation in
any county in which a relevant prior bankruptcy or receivership occurred.
E. The commission shall provide the attorney general with a copy of statements
furnished pursuant to subsection A and answers to interrogatories propounded pursuant to
subsection C on a quarterly updated basis.
F. Any person or corporation failing to comply with the requirements of this
section is guilty of a class 1 misdemeanor. Any person making a false statement or
giving false information pursuant to this section is guilty of a class 5 felony.
G. In this section:
1. "Controlling" includes the total shares of stock issued to a husband and wife
and their relatives to the first degree of consanguinity.
2. "Major stockholder" means a shareholder possessing or controlling twenty per
cent of the issued and outstanding shares or twenty per cent of any proprietary,
beneficial or membership interest in the corporation.
10-1630 Certificate of good standing; license and registration renewal
If a state agency can confirm through the commission that an applicant for renewal
of a license or registration is entitled to the issuance of a certificate of good
standing at the time of the inquiry, the agency shall not require an applicant to obtain
a certificate.
10-1631 Civil liability for false statements
A. If any report, certificate or other statement made or public notice given by the
officers or directors of a corporation is false in a material representation or if any
book, record or account of the corporation is knowingly or wrongfully altered, the
officers, directors or agents knowingly or wrongfully authorizing, signing or making the
false report, certificate, other statement or notice or authorizing or making the
wrongful alteration are jointly and severally personally liable to a person who has
become a creditor or shareholder of the corporation on the faith of the false material
representation or alteration for all damages resulting.
B. An action for the liability imposed by this section shall be commenced within
two years after discovery of the false representation or alteration and within six years
after the certificate, report, public notice or other statement or the alteration has
been made or given by the officers, directors or agents of the corporation.
10-1632 Interrogatory or signature violations; corporate records; classification
A. A person who knowingly fails or refuses within the time prescribed by this
chapter to answer truthfully any interrogatories propounded to that person by the
commission in accordance with this chapter or who signs any articles, statement, report,
application or other document filed with the commission that is known to the person as
false in any material respect is guilty of a class 4 felony.
B. A person who with the intent to defraud or deceive knowingly falsifies, alters,
steals, destroys, mutilates, defaces, removes or secretes the books, records or accounts
of a corporation is guilty of a class 5 felony. 10-1633 Interrogatories by the commission
The commission may propound to any domestic or foreign corporation subject to
chapters 1 through 17 of this title and to any officer or director of the corporation
interrogatories as may be reasonably necessary and proper to enable it to ascertain
whether the corporation complied with all of the provisions of chapters 1 through 17 of
this title applicable to the corporation. The interrogatories shall be answered within
thirty days after the mailing of the interrogatories or within an additional time fixed
by the commission, and the answers to the interrogatories shall be full and complete and
shall be made in writing and under oath. If the interrogatories are directed to an
individual they shall be answered by the individual, and if directed to a corporation
they shall be answered by the president, vice-president, secretary or assistant secretary
of the corporation. The commission need not file any document to which the
interrogatories relate until the interrogatories have been answered as provided in this
section, and not then if the answers to the interrogatories disclose that the document is
not in conformity with the provisions of chapters 1 through 17 of this title. The
commission shall certify to the attorney general, for such action as the attorney general
deems appropriate, all interrogatories and answers to the interrogatories that disclose a
violation of any of the provisions of chapters 1 through 17 of this title.
10-1634 Information disclosed by interrogatories
Interrogatories propounded by the commission and the answers to the interrogatories
shall not be open to public inspection and the commission shall not disclose any facts or
information obtained from the interrogatories and answers except if its official duty
requires the facts or information to be made public or if the interrogatories or the
answers are required for evidence in any criminal proceeding or in any other action by
this state.
10-1635 Certified copies received in evidence
All copies of documents delivered to and filed by the commission in accordance with
chapters 1 through 17 of this title when certified by it shall be taken and received in
all courts, public offices and official bodies as prima facie evidence of the facts
stated in the documents. A certificate by the commission under seal as to the existence
or nonexistence of the facts relating to corporations shall be taken and received in all
courts, public offices and official bodies as prima facie evidence of the existence or
nonexistence of the facts stated in the certificate.
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