United States — Arizona
ARS § 10-123
1 provisions
A filing becomes effective when delivered to the commission unless subsections B or C apply.
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24,960 statutes · page 10 of 1,248
United States — Arizona
1 provisions
A filing becomes effective when delivered to the commission unless subsections B or C apply.
United States — Arizona
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A domestic or foreign corporation may correct certain filed documents, and it must prepare and deliver articles of correction to the commission.
United States — Arizona
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The commission must stamp or note the date and time when a document is delivered, must file qualifying documents, may file certain dissolution or reinstatement-related documents, and must notify the corporation if it refuses filing.
United States — Arizona
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A copy of a document filed with the commission is conclusive evidence that the original is on file if it bears the required stamp, signature, and seal.
United States — Arizona
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A person may ask the commission to issue a certificate of good standing for a domestic or foreign corporation.
United States — Arizona
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The commission must maintain a database, publish it on its website, allow public searching, keep the information for at least 90 days, and may not charge a fee for information entered into the database.
United States — Arizona
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This section defines key terms used in the article, including beneficial shareholder, corporation, dissenter, fair value, interest, record shareholder, and shareholder.
United States — Arizona
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A shareholder of a domestic corporation is entitled to dissent and receive the fair value of shares when the section’s listed corporate actions occur, subject to stated exclusions.
United States — Arizona
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Record shareholders and beneficial shareholders may assert dissenters' rights only when the section’s conditions are met.
United States — Arizona
1 provisions
If a proposed action creating dissenters' rights goes to a shareholders' vote, the meeting notice must say shareholders may have those rights and include a copy of the article. If the action is taken without a shareholder vote, the corporation must notify all entitled shareholders in writing and send the dissenters' no
United States — Arizona
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A shareholder seeking dissenters' rights must give the corporation written notice before the vote and must not vote the shares for the proposed action.
United States — Arizona
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If a qualifying corporate action is approved, the corporation must send dissenters' notice to eligible shareholders and include specified information and forms.
United States — Arizona
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A shareholder who received a dissenters' notice must demand payment, certify when the shares were beneficially acquired, and deposit the share certificates as required by the notice.
United States — Arizona
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The corporation may restrict transfers of uncertificated shares during the stated period, and a person asserting dissenters’ rights keeps other shareholder rights until those rights are canceled or modified by the proposed corporate action.
United States — Arizona
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The corporation must pay qualifying dissenters the estimated fair value of their shares plus accrued interest, unless section 10-1327 applies.
United States — Arizona
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If the corporation does not act within 60 days, it must return the deposited certificates and lift transfer restrictions; if it later takes the action, it must issue a new dissenters' notice and repeat the payment demand procedure.
United States — Arizona
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A corporation may withhold certain dissent-payment amounts from a dissenter unless the dissenter owned the shares before the notice date, but if it withholds payment it must estimate fair value plus accrued interest, pay accepting dissenters, and send a written explanation with the offer.
United States — Arizona
1 provisions
A dissenter may give the corporation written notice of the dissenter’s own fair-value estimate and demand payment, or reject the corporation’s offer and demand fair value and interest, if the stated conditions are met.
United States — Arizona
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If a dissenter’s payment demand stays unsettled, the corporation must file a court proceeding within 60 days and ask the court to determine fair value and interest.
United States — Arizona
1 provisions
In an appraisal proceeding, the court must decide the costs and generally assess them against the corporation, with some exceptions. The court may also allocate attorneys’ and experts’ fees and may award fees to dissenter’s attorneys in certain benefit-to-others situations.