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Home > Statutes > Usa Arizona

USA Statutes : arizona
Title : Corporations and Associations
Chapter : SALE OF ASSETS

10-1201 Sale of assets in regular course of business and mortgage of assets
A. On the terms and conditions and for the consideration determined by the board of
directors, a corporation may:
1. Sell, lease, exchange or otherwise dispose of all or substantially all of its
property in the usual and regular course of business.
2. Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or
without recourse, or otherwise encumber any or all of its property whether or not in the
usual and regular course of business.
3. Transfer any or all of its property to a corporation all the shares of which are
owned by the corporation.
B. Unless the articles of incorporation require it, approval by the shareholders of
a transaction described in subsection A is not required.

10-1202 Sale of assets other than in regular course of business
A. On the terms and conditions and for the consideration determined by the
corporation's board of directors, a corporation may sell, lease, exchange or otherwise
dispose of all or substantially all of its property, with or without the goodwill, other
than in the usual and regular course of business, if the board of directors proposes and
its shareholders approve the proposed transaction.
B. For a transaction to be authorized:
1. The board of directors shall recommend the proposed transaction to the
shareholders unless the board of directors determines that because of conflict of
interest or other special circumstances it should make no recommendation and communicates
the basis for its determination to the shareholders with the submission of the proposed
transaction.
2. The shareholders entitled to vote shall approve the transaction.
C. The board of directors may condition its submission of the proposed transaction
on any basis.
D. The corporation shall notify each shareholder, whether or not entitled to vote,
of the proposed shareholders' meeting in accordance with section 10-705. The notice
shall also state that the purpose or one of the purposes of the meeting is to consider
the sale, lease, exchange or other disposition of all or substantially all of the
property of the corporation and shall contain or be accompanied by a description of the
transaction.
E. Unless the articles of incorporation or the board of directors, acting pursuant
to subsection C of this section, requires a greater vote or a vote by voting groups, a
majority of all of the votes entitled to be cast on the transaction shall approve the
transaction to be authorized.
F. After any sale, lease, exchange or other disposition of property is authorized,
the transaction may be abandoned, subject to any contractual rights, without further
shareholder action.
G. A transaction that constitutes a distribution is governed by section 10-640 and
not by this section.

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