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Arizona Revised Statutes

The Arizona Revised Statutes have been updated to include the revised sections from the 56th Legislature, 2nd Regular Session. Please note that the next update of this compilation will not take place until after the conclusion of the 57th Legislature, 1st Regular Session, which convenes in January 2025.

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This online version of the Arizona Revised Statutes is primarily maintained for legislative drafting purposes and reflects the version of law that is effective on January 1st of the year following the most recent legislative session. The official version of the Arizona Revised Statutes is published by Thomson Reuters.

Title 29 - Partnership

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Chapter 1
GENERAL PROVISIONS
Sec: 29-101-29-104
Article 1Names of Trading Firms
  • 29-101
  • Effect of name of trading firm upon liability of firm property for personal debts
  • 29-102
  • Certificate of name required for certain firms
  • 29-103
  • Partnerships not required to record certificate
  • 29-104
  • Service of summons in actions against partners; judgment
Chapter 3
LIMITED PARTNERSHIPS
Sec: 29-301-29-373
Article 1General Provisions
  • 29-304
  • Specified office and agent
  • 29-307
  • Business transactions of partner with partnership
Article 2Formation: Certificate of Limited Partnership
  • 29-308
  • Certificate of limited partnership
  • 29-309
  • Amendment to certificate; restatement
  • 29-310
  • Cancellation of certificate
  • 29-311
  • Execution of certificates
  • 29-312
  • Execution by judicial act
  • 29-313
  • Filing in office of secretary of state; acceptance
  • 29-314
  • Liability for false statement in certificate
  • 29-316
  • Delivery of certificates to limited partners
Article 3Limited Partners
  • 29-317
  • Admission of limited partners
  • 29-319
  • Liability to third parties
  • 29-320
  • Person erroneously believing himself limited partner
Article 4General Partners
  • 29-322
  • Admission of additional general partners
  • 29-324
  • General powers and liabilities
  • 29-325
  • Contributions by general partner
Article 5Finance
  • 29-328
  • Liability for contribution
  • 29-329
  • Sharing of profits and losses
  • 29-330
  • Sharing of distributions
Article 6Distributions and Withdrawal
  • 29-332
  • Withdrawal of general partner
  • 29-333
  • Withdrawal of limited partner
  • 29-334
  • Distribution on withdrawal
  • 29-337
  • Limitations on distribution; treatment as income
  • 29-338
  • Liability on return of contribution
Article 7Assignment of Partnership Interests
  • 29-339
  • Nature of partnership interest
  • 29-340
  • Assignment of partnership interest
  • 29-341
  • Rights of judgment creditor
  • 29-342
  • Right of assignee to become limited partner
  • 29-343
  • Power of estate of deceased or incompetent partner
Article 8Dissolution
  • 29-344
  • Nonjudicial dissolution
Article 9Foreign Limited Partnerships
  • 29-350
  • Issuance of registration
  • 29-353
  • Cancellation of registration
  • 29-354
  • Transaction of business without registration
  • 29-355
  • Action by attorney general
Article 10Derivative Actions
Article 11Miscellaneous
  • 29-360
  • Construction and application
  • 29-363
  • Rules for cases not provided for in this chapter
  • 29-364
  • Application to existing limited partnership; definition
  • 29-365
  • Effect of enactment on accrued rights
Article 12Limited Partnership as Limited Liability Partnership
  • 29-367
  • Limited partnership as limited liability partnership
Article 13Mergers and Other Restructuring Transactions
  • 29-369
  • Entity restructuring transactions
  • 29-373
  • Effect of transaction; definition
Chapter 5
REVISED UNIFORM PARTNERSHIP ACT
Sec: 29-1001-29-1111
Article 1General Provisions
  • 29-1003
  • Effect of partnership agreement; nonwaivable provisions
  • 29-1004
  • Supplemental principles of law
  • 29-1005
  • Execution, filing and recording of statements
  • 29-1006
  • Law governing internal relations
  • 29-1007
  • Partnership subject to amendment or repeal
Article 2Nature of Partnership
  • 29-1014
  • When property is partnership property
Article 3Relations of Partners to Persons Dealing with Partnership
  • 29-1021
  • Partner agent of partnership
  • 29-1022
  • Transfer of partnership property
  • 29-1023
  • Statement of partnership authority
  • 29-1025
  • Partnership liable for partner's actionable conduct
  • 29-1027
  • Actions by and against partnership and partners
  • 29-1028
  • Liability of purported partner
Article 4Relations of Partners to Each Other and to Partnership
  • 29-1031
  • Partner's rights and duties
  • 29-1033
  • Partner's rights and duties with respect to information
  • 29-1034
  • General standards of partner's conduct
  • 29-1035
  • Actions by partnership and partners
  • 29-1036
  • Continuation of partnership beyond definite term or particular undertaking
Article 5Transferees and Creditors of Partner
  • 29-1041
  • Partner not co-owner of partnership property
  • 29-1042
  • Partner's transferable interest in partnership
  • 29-1043
  • Transfer of partner's transferable interest
  • 29-1044
  • Partner's transferable interest subject to charging order
Article 6Partner's Dissociation
  • 29-1051
  • Events causing partner's dissociation
  • 29-1052
  • Partner's power to dissociate; wrongful dissociation
  • 29-1053
  • Effect of partner's dissociation
Article 7Partner's Dissociation When Business Not Wound Up
  • 29-1061
  • Purchase of dissociated partner's interest
  • 29-1062
  • Dissociated partner's power to bind and liability to partnership
  • 29-1063
  • Dissociated partner's liability to other persons
  • 29-1065
  • Continued use of partnership name
Article 8Winding Up Partnership Business
  • 29-1071
  • Events causing dissolution and winding up of partnership business
  • 29-1072
  • Partnership continues after dissolution
  • 29-1073
  • Right to wind up partnership business
  • 29-1074
  • Partner's power to bind partnership after dissolution
  • 29-1076
  • Partner's liability to other partners after dissolution
  • 29-1077
  • Settlement of accounts and contributions among partners
Article 9Mergers and Other Restructuring Transactions
  • 29-1082
  • Entity restructuring transactions
  • 29-1086
  • Effect of transaction; definition
Article 10Limited Liability Partnerships
  • 29-1103
  • Publication and annual reports; late filing penalty
  • 29-1104
  • Designated office and agent for service of process
  • 29-1105
  • Law governing foreign limited liability partnerships
  • 29-1106
  • Statement of foreign qualification
  • 29-1107
  • Effect of failure to qualify
  • 29-1108
  • Activities not constituting transacting business
Article 11Miscellaneous Provisions
  • 29-1110
  • Uniformity of application and construction
  • 29-1111
  • Effect of enactment on accrued rights
Chapter 6
ARIZONA ENTITY RESTRUCTURING ACT
Sec: 29-2101-29-2703
Article 1General Provisions
  • 29-2104
  • Required notice or approval
  • 29-2105
  • Status of filings; matters regarding filing
  • 29-2107
  • Reference to external facts
  • 29-2108
  • Alternative means of approval of transactions
Article 2Merger
  • 29-2204
  • Amendment or abandonment of plan of merger
  • 29-2205
  • Statement of merger; effective date
  • 29-2207
  • Ineffectiveness of merger due to law of foreign jurisdiction
Article 3Interest Exchange
  • 29-2301
  • Interest exchange authorized
  • 29-2303
  • Approval of interest exchange
  • 29-2304
  • Amendment or abandonment of plan of interest exchange
  • 29-2305
  • Statement of interest exchange; effective date
  • 29-2306
  • Effect of interest exchange
  • 29-2307
  • Ineffectiveness of interest exchange due to law of foreign jurisdiction
Article 4Conversion
  • 29-2404
  • Amendment or abandonment of plan of conversion
  • 29-2405
  • Statement of conversion; effective date
  • 29-2407
  • Ineffectiveness of conversion due to law of foreign jurisdiction
Article 5Domestication
  • 29-2501
  • Domestication authorized; definition
  • 29-2504
  • Amendment or abandonment of plan of domestication
  • 29-2505
  • Statement of domestication; effective date
  • 29-2507
  • Ineffectiveness of domestication due to law of foreign jurisdiction
Article 6Divisions
  • 29-2604
  • Amendment or abandonment of plan of division
  • 29-2605
  • Statement of division; effective date
  • 29-2607
  • Allocation of obligations in division
  • 29-2608
  • Ineffectiveness of division due to law of foreign jurisdiction
Article 7Miscellaneous Provisions
  • 29-2702
  • Relation to electronic signatures in global and national commerce act
Chapter 7
ARIZONA LIMITED LIABILITY COMPANY ACT
Sec: 29-3101-29-4202
Article 1General Provisions
  • 29-3105
  • Operating agreement; scope, function and limitations
  • 29-3106
  • Operating agreement; effect on limited liability company and persons becoming members; preformation agreement
  • 29-3107
  • Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company
  • 29-3108
  • Nature, purpose and duration of limited liability company
  • 29-3110
  • Application to existing relationships
  • 29-3111
  • Supplemental principles of law and equity
  • 29-3114
  • Registration of name by a foreign limited liability company
  • 29-3117
  • Resignation of statutory agent
  • 29-3118
  • Change of name or address by statutory agent
  • 29-3119
  • Service of process, notice or demand
  • 29-3121
  • Reservation of power to amend or repeal
Article 2Formation; Articles of Organization and Other Filings
  • 29-3201
  • Formation of limited liability company; articles of organization
  • 29-3202
  • Amendment or restatement of articles of organization
  • 29-3203
  • Signing of records to be delivered for filing to the commission
  • 29-3204
  • Signing and filing pursuant to judicial order
  • 29-3205
  • Liability for inaccurate information in filed record
  • 29-3208
  • Withdrawal of filed record before effectiveness
  • 29-3210
  • Duty of commission to file; refusal to file; delivery of record by commission
  • 29-3211
  • Certificate of good standing or registration
  • 29-3212
  • Interrogatories by the commission; information disclosed by interrogatories
  • 29-3213
  • Fees; filing services; definition
Article 3Relations of Members and Managers to Persons Dealing with Limited Liability Company
  • 29-3301
  • Agency power of member and manager
  • 29-3304
  • Liability of members and managers
Article 4Relations of Members to Each Other and to Limited Liability Company
  • 29-3401
  • Becoming a member; transferable interest; ownership of interest in limited liability company
  • 29-3403
  • Liability for contributions
  • 29-3404
  • Sharing of and right to distributions before dissolution
  • 29-3405
  • Limitations on distributions
  • 29-3406
  • Liability for improper distributions
  • 29-3407
  • Management of limited liability company
  • 29-3408
  • Reimbursement; indemnification; advancement; insurance
  • 29-3409
  • Standards of conduct for members and managers
  • 29-3410
  • Records to be kept; rights to information and records of member, manager and person dissociated as member
Article 5Transferable Interests and Rights of Transferees and Creditors
  • 29-3501
  • Nature of transferable interest
  • 29-3502
  • Transfer of transferable interest
  • 29-3504
  • Power of legal representative of deceased member
Article 6Dissociation
  • 29-3601
  • Power to dissociate as member; wrongful dissociation
  • 29-3602
  • Events causing dissociation
Article 7Dissolution and Winding Up
  • 29-3704
  • Known claims against dissolved limited liability company
  • 29-3705
  • Other claims against dissolved limited liability company
  • 29-3707
  • Disposition of assets in winding up
  • 29-3710
  • Judicial review of denial of reinstatement
Article 8Actions by Members
  • 29-3805
  • Special litigation committee
  • 29-3806
  • Proceeds and expenses; voluntary dismissal or settlement
  • 29-3807
  • Other remedies in direct and derivative actions
Article 9Foreign Limited Liability Companies
  • 29-3902
  • Registration to do business in this state
  • 29-3903
  • Foreign registration statement
  • 29-3904
  • Amendment of foreign registration statement
  • 29-3905
  • Activities not constituting doing business
  • 29-3906
  • Noncomplying name of foreign limited liability company
  • 29-3910
  • Termination of registration
  • 29-3911
  • Withdrawal of registration
Article 10Merger, Interest Exchange, Conversion, Domestication and Division
  • 29-4003
  • Entity restructuring transactions
  • 29-4005
  • Statement of merger or other transaction as articles of termination; publication or posting
Article 11Professional Limited Liability Companies
  • 29-4102
  • Professional limited liability company formation
  • 29-4104
  • Application of general limited liability company law
  • 29-4107
  • Professional relations and responsibility
  • 29-4108
  • Disciplinary powers of regulating licensing authorities
Article 12Miscellaneous Provisions
  • 29-4201
  • Uniformity of application and construction
  • 29-4202
  • Relation to electronic signatures in global and national commerce act