Sec 29-2102. Definitions

In this chapter, unless the context otherwise requires:

1. "Acquired entity" means an entity in which all of one or more classes or series of interests are acquired in an interest exchange.

2. "Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

3. "Appropriate filing authority" means:

(a) With respect to corporations, business trusts and limited liability companies, the commission.

(b) With respect to limited partnerships and limited liability partnerships, the secretary of state.

4. "Approve" means, in the case of an entity, that its governors and interest holders take whatever steps are necessary under its organizational documents, governing statute and other law to do all of the following:

(a) Propose a transaction subject to this chapter.

(b) Adopt and approve the terms and conditions of the transaction.

(c) Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.

5. "Business corporation" means a business corporation, a close corporation, a professional corporation, a business development corporation and a benefit corporation.

6. "Commission" means the Arizona corporation commission.

7. "Conversion" means a transaction authorized by article 4 of this chapter.

8. "Converted entity" means the converting entity as it continues in existence after a conversion.

9. "Converting entity" means the domestic entity that approves a plan of conversion pursuant to section 29-2403 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization.

10. "Corporation" means a business corporation or a nonprofit corporation.

11. "Dividing entity" means the domestic entity that approves a plan of division pursuant to section 29-2603 or the foreign entity that approves a division pursuant to the law of its jurisdiction of organization. A dividing entity is also a resulting entity if the dividing entity survives the division.

12. "Division" means a transaction authorized by article 6 of this chapter.

13. "Domestic entity" means an entity whose internal affairs are governed by the laws of this state.

14. "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

15. "Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to section 29-2503 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization.

16. "Domestication" means a transaction authorized by article 5 of this chapter.

17. "Entity" means any of the following:

(a) A corporation.

(b) A general partnership, including a general partnership that has registered as a limited liability partnership.

(c) A limited partnership, including a limited partnership that has registered as a limited liability limited partnership.

(d) A limited liability company, including a professional limited liability company.

(e) A business trust, statutory trust entity or similar trust.

(f) An unincorporated association.

(g) A cooperative.

(h) Any other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than any of the following:

(i) An individual.

(ii) A testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust.

(iii) A decedent's estate.

(iv) A government, a governmental or political subdivision, a governmental agency or entity or a municipal corporation.

18. "Filing entity" means an entity that is created by the filing of a public organizational document.

19. "Foreign entity" means an entity other than a domestic entity.

20. "Good faith" means honesty in fact in the conduct or transaction concerned.

21. "Governance interest" means the right under the governing statute or organizational documents of an entity, other than as a governor, agent, assignee or proxy, to do any of the following:

(a) Receive or demand access to information concerning, or the books and records of, the entity.

(b) Vote for the election of the governors of the entity.

(c) Receive notice of, or vote on, any or all issues or matters involving the internal affairs of the entity.

22. "Governing statute" means, collectively, the statute or statutes governing the internal affairs of an entity.

23. "Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the governing statute and organizational documents of the entity.

24. "Interest" means a governance interest or a transferable interest, including a share or membership in a corporation.

25. "Interest exchange" means a transaction authorized by article 3 of this chapter.

26. "Interest holder" means a direct holder of an interest.

27. "Interest holder liability" means:

(a) Personal liability for an obligation of an entity that is imposed on a person either:

(i) Solely by reason of the status of the person as an interest holder.

(ii) By the organizational documents of the entity pursuant to a provision of the governing statute authorizing the organizational documents to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified obligations of the entity.

(b) An obligation of an interest holder under the organizational documents of an entity to contribute to the entity.

28. "Jurisdiction of organization" means the jurisdiction whose law includes the governing statute of the entity.

29. "Merger" means a transaction authorized by article 2 of this chapter.

30. "Merging entity" means an entity that is a party to a merger and that exists immediately before the merger becomes effective.

31. "Nonprofit corporation" means a nonprofit corporation, a cooperative marketing association, an electric cooperative nonprofit membership corporation, a nonprofit electric generation and transmission cooperative corporation, a fraternal or benevolent society or a corporation sole.

32. "Obligation" means a debt, loss or liability or any other obligation arising in any manner, regardless of whether it is secured, contingent or liquidated.

33. "Organizational documents" means the public organizational document and private organizational documents of an entity.

34. "Organize" means to incorporate, form, create or otherwise organize.

35. "Person" means an individual, a corporation, an estate, a trust, a partnership, a limited liability company, a business or similar trust, an association, a joint venture, a public corporation, a government, a governmental subdivision, agency or instrumentality or any other legal or commercial entity.

36. "Plan" means a plan of merger, interest exchange, conversion, domestication or division.

37. "Private organizational documents" mean the currently adopted or effective rules, whether or not in a record, that govern the internal affairs of an entity, that are binding on all of its interest holders and that are not part of the entity's public organizational document, if any.

38. "Protected agreement" means any of the following:

(a) A record evidencing indebtedness and any related agreement in effect on the effective date of this section.

(b) An agreement that is binding on an entity on the effective date of this section.

(c) The organizational documents of an entity in effect on the effective date of this section.

(d) An agreement that is binding on any of the governors or interest holders of an entity on the effective date of this section.

39. "Public organizational document":

(a) Means the public record that is filed to organize an entity, or the most recent restatement of that record, together with any amendments to that record or restatement of that record.

(b) Does not include a statement of qualification filed by a partnership or limited partnership pursuant to section 29-1101 in connection with its status as a limited liability partnership.

40. "Qualified foreign entity" means a foreign entity that is authorized to transact business in this state pursuant to a filing with the appropriate filing authority.

41. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

42. "Resulting entity":

(a) Means an entity that continues in existence after, or that is organized as a result of, a division.

(b) Includes a dividing entity if the dividing entity survives the division.

43. "Sign" means to do either of the following with present intent to authenticate or adopt a record:

(a) Execute or adopt a tangible symbol.

(b) Attach to or logically associate with the record an electronic sound, symbol or process.

44. "Surviving entity" means the entity that continues in existence after, or that is organized as a result of, a merger.

45. "Transferable interest" means the right under an entity's governing statute to receive distributions from the entity.

46. "Type" means, with regard to an entity, the generic form of that entity, such as listed in paragraph 17 of this section.