Arizona State Statute Code

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10-201.

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.

10-206.

Bylaws

  1. The board of directors of a corporation shall adopt initial bylaws for the corporation.
  2. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

10-601.

Authorized shares

  1. The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class, and before the issuance of shares of a class, the preferences, limitations and relative rights of that class shall be described in the articles of incorporation. All shares of a class shall have preferences, limitations and relative rights identical to those other shares of the same class except to the extent otherwise permitted by section 10-602.
  2. The articles of incorporation shall authorize both of the following:
    1. One or more classes of shares that together have unlimited voting rights.
    2. One or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation on dissolution.
  3. The articles of incorporation may authorize one or more classes of shares that:
    1. Have special, conditional or limited voting rights or no right to vote, except to the extent prohibited by chapters 1 through 17 of this title.
    2. Are redeemable or convertible as specified in the articles of incorporation either:
      1. At the option of the corporation, the shareholder or another person or on the occurrence of a designated event.
      2. For cash, indebtedness, securities or other property.
      3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.
    3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative.
    4. Have preference over any other class of shares with respect to distributions, including dividends and distributions on the dissolution of the corporation
  4. The description of the designations, preferences, limitations and relative rights of share classes in subsection C of this section is not exhaustive.

10-622.

Liability of subscribers and shareholders

  1. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the full consideration for which the shares were authorized to be issued pursuant to section 10-621 or specified in the subscription agreement pursuant to section 10-620.
  2. . A shareholder of a corporation is not personally liable for the acts or debts of the corporation

10-801.

Board of directors

  1. Notwithstanding section 10-732, each corporation shall have a board of directors.
  2. All corporate powers shall be exercised by or under the authority of and the business and affairs of the corporation shall be managed under the direction of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under section 10-732

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LLC

29-631

Formation; parents and subsidiaries

  1. One or more persons may form a limited liability company by signing and filing with the commission an original copy of the articles of organization for the limited liability company. The person or persons need not be members of the limited liability company at the time of formation or after formation has occurred.
  2. Notwithstanding any other law, a parent limited liability company and its subsidiary limited liability companies may be formed at the same time.

29-681.

Management of limited liability company

  1. Unless the articles of organization provide that management of the limited liability company is vested in one or more managers, management of the limited liability company is vested in the members, subject to any provision in an operating agreement restricting or enlarging the management rights or responsibilities of one or more members or classes of members.
  2. If the articles of organization provide that management of the limited liability company is vested in one or more managers, management of the limited liability company is vested in a manager or managers, subject to any provisions in an operating agreement restricting or enlarging the management rights or responsibilities of one or more managers or classes of managers or reserving specified management rights to the members or classes of members. A manager need not be a member of the limited liability company unless otherwise required by an operating agreement. A manager shall be designated or elected and may be removed or replaced in the manner provided in an operating agreement. A manager also holds the office and has the responsibilities that are accorded to him by the members and that are provided in an operating agreement. If an operating agreement does not provide a manner for designating or electing additional or replacement managers, on the withdrawal or resignation of a manager, management of the limited liability company continues to be vested in the remaining managers, or if there are no remaining managers, management is vested in one or more new managers to be designated or elected by a majority of the members.
  3. Except as provided in an operating agreement, the affirmative vote, approval or consent of all members is required to:
    1. Adopt, amend, amend and restate or revoke an operating agreement or authorize a transaction, agreement or action on behalf of the limited liability company that is unrelated to its purpose or business as stated in an operating agreement or that otherwise violates an operating agreement.
    2. Issue an interest in the limited liability company to any person.
    3. Approve a plan of merger or consolidation of the limited liability company with or into one or more business entities as defined in section 29-751.
    4. Authorize an amendment to the articles of organization that changes the status of the limited liability company from or to one in which management is vested in a manager or managers to or from one in which management is reserved to the members.
  4. Except as provided in an operating agreement, the affirmative vote, approval or consent of a majority of the members, or if management of the limited liability company is vested in one or more managers, the affirmative vote, approval or consent of the sole manager or a majority of the managers, is required to:
    1. Resolve any difference concerning matters connected with the business of the limited liability company.
    2. Authorize the distribution of limited liability company cash or property to the members.
    3. Authorize the limited liability company to repurchase all or part of any member's interest in the limited liability company from that member.
    4. Authorize the filing of articles of termination concerning the limited liability company.
  5. Subject to subsection C, paragraph 4 of this section, authorize an amendment to the articles of organization, except that an amendment that merely corrects a false or inaccurate statement in the articles of organization may be filed at any time by a manager if management of the limited liability company is vested in one or more managers or by a member if management of the limited liability company is reserved to the members.
  6. For purposes of subsections B and D of this section, a majority consists of more than one-half of the members or managers, as the case may be, except that if an operating agreement provides for allocation of voting rights among different members or managers or classes of members or managers on any basis other than a per capita basis, a majority consists of one or more members or managers, as the case may be, who control more than one-half of the votes entitled to be cast with respect to general business decisions as provided in an operating agreement.

29-682.

Operating agreement

  1. The members of a limited liability company may adopt an operating agreement containing provisions they deem appropriate. All or part of an operating agreement may be subsequently repealed or amended by agreement or consent of all of the members or, to the extent an operating agreement so provides, by all of the managers or a specified portion of the members or managers.
  2. An operating agreement governs relations among the members and the managers and between the members and managers and the limited liability company and may contain any provision that is not contrary to law and that relates to the business of the limited liability company, the conduct of its affairs, its rights, duties or powers and the rights, duties or powers of its members, managers, officers, employees or agents including:
    1. Whether the management of the limited liability company is vested in one or more managers and, if so, the powers to be exercised by managers.
    2. Providing for classes or groups of members with various rights, powers and duties and providing for the future creation of additional classes or groups of members with relative rights, powers and duties superior, equal or inferior to existing classes and groups of members.
  3. The exercise or division of management or voting rights among different classes or groups of members or managers on a per capita or other basis.
  4. With respect to any matter requiring a vote, approval or consent of members or managers, provisions relating to notice of the time, place and purpose of any meeting at which the matter is to be voted on, waiver of notice, action by consent without a meeting, the establishment of a record date, quorum requirements, authorizations by proxy or any other matter concerning the exercise of any voting or approval rights.
  5. Restrictions on the transfer of and option rights to acquire or sell any member's interest in the limited liability company.
  6. A court may enforce an operating agreement by injunction or by any other relief that the court in its discretion determines to be fair and appropriate in the circumstances.