Bill Text: AZ SB1399 | 2011 | Fiftieth Legislature 1st Regular | Engrossed
Bill Title: Corporations; partnerships; publication requirement removal
Spectrum: Partisan Bill (Republican 2-0)
Status: (Introduced - Dead) 2011-02-28 - Senate third reading , voting: (11-18-1-0) [SB1399 Detail]
Download: Arizona-2011-SB1399-Engrossed.html
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Senate Engrossed |
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State of Arizona Senate Fiftieth Legislature First Regular Session 2011
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SENATE BILL 1399 |
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AN ACT
amending sections 10‑203, 10‑222, 10‑224, 10‑1007, 10‑1008, 10‑1503, 10‑3203, 10‑3222, 10‑3224, 10‑11006, 10‑11007, 10‑11008, 29‑633, 29‑635, 29‑754 and 29‑1103, Arizona Revised Statutes; relating to corporations and partnerships.
(TEXT OF BILL BEGINS ON NEXT PAGE)
Be it enacted by the Legislature of the State of Arizona:
Section 1. Section 10-203, Arizona Revised Statutes, is amended to read:
10-203. Incorporation
A. Unless a delayed effective date is specified in the articles of incorporation, incorporation occurs and the corporate existence begins when the articles of incorporation and certificate of disclosure are electronically or otherwise delivered to the commission for filing, pursuant to section 10‑120.
B. The commission's filing of the articles of incorporation and certificate of disclosure is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation pursuant to chapter 14 of this title.
C. Subject to section 10‑124, if the commission determines that the requirements of chapters 1 through 17 of this title for filing have not been met, the articles of incorporation and certificate of disclosure shall not be filed and the corporate existence terminates at the time the commission completes the determination. If the corporate existence is terminated pursuant to this subsection, sections 10‑1405, 10‑1406 and 10‑1407 apply.
D. Within sixty days After the commission approves the filing, the commission shall post a copy of the articles of incorporation shall be published. An affidavit evidencing the publication may be filed with the commission on the commission's website.
Sec. 2. Section 10-222, Arizona Revised Statutes, is amended to read:
10-222. Articles of domestication
A corporation transferring its domicile into this state shall electronically or otherwise deliver to the commission for filing, pursuant to section 10‑120, articles of domestication setting forth:
1. The name of the corporation, which shall satisfy the requirements of section 10‑401.
2. The state or other jurisdiction in which the corporation was originally incorporated and the date of the incorporation.
3. A statement that the official in charge of corporate filings in the jurisdiction in which the corporation was previously incorporated will be provided with a copy of the articles of domestication filed in this state.
4. All provisions required to be set forth in articles of incorporation of corporations formed in this state as provided in section 10‑202.
5. Any provisions that are not inconsistent with the laws of this state and that may be set forth in articles of incorporation of corporations formed in this state.
6. A statement that the articles of domestication have been adopted in accordance with section 10‑221 and the dates of actions by the shareholders and board of directors constituting the adoption.
7. A statement that on transfer of domicile the corporation accepts and will be subject to the laws of this state.
Sec. 3. Section 10-224, Arizona Revised Statutes, is amended to read:
10-224. Recording and posting of articles of domestication
Within sixty days After the commission approves the filing of the articles of domestication, the commission shall post a copy of the articles of domestication shall be published. An affidavit evidencing the publication may be filed with the commission on the commission's website. If other laws require the domesticated corporation to record its articles of incorporation, the domesticated corporation shall also record the articles of domestication.
Sec. 4. Section 10-1007, Arizona Revised Statutes, is amended to read:
10-1007. Restated articles of incorporation
A. A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.
B. The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in section 10‑1003.
C. If the board of directors submits a restatement for shareholder action, 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 proposed restatement and shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
D. A corporation restating its articles of incorporation shall deliver to the commission for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
1. Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement.
2. If the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 10‑1006.
E. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
F. The commission may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection D of this section.
G. Within sixty days After the commission approves the filing, the commission shall post a copy of the articles of restatement shall be published. An affidavit evidencing the publication may be filed with the commission on the commission's website.
Sec. 5. Section 10-1008, Arizona Revised Statutes, is amended to read:
10-1008. Amendment pursuant to reorganization
A. A corporation's articles of incorporation may be amended pursuant to this section without action by the board of directors or shareholders to carry out a plan of reorganization confirmed by an order or decree of a court of competent jurisdiction under a federal statute or a statute of this state if the articles of incorporation after amendment contain only provisions required or permitted by section 10‑202.
B. Before the date of entry of a final decree in the reorganization proceeding, the individual or individuals designated by the plan shall electronically or otherwise deliver to the commission for filing, pursuant to section 10‑120, articles of amendment setting forth all of the following:
1. The name of the corporation.
2. The text of each amendment contained in the plan of reorganization.
3. The date of the court's order or decree confirming the plan of reorganization containing the articles of amendment.
4. The title of the reorganization proceeding in which the order or decree was entered.
5. A statement that the court had jurisdiction of the proceeding under federal or state statute.
C. Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
D. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
E. Within sixty days After the commission approves the filing, the commission shall post a copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission on the commission's website.
Sec. 6. Section 10-1503, Arizona Revised Statutes, is amended to read:
10-1503. Application for authority to transact business
A. A foreign corporation may apply for authority to transact business in this state by electronically or otherwise delivering an application and a certificate of disclosure to the commission for filing, pursuant to section 10‑120. The certificate of disclosure shall contain the information set forth in section 10‑202, subsection D and is subject to the requirements of section 10‑202, subsection F. The application shall be executed by the corporation and shall set forth:
1. The name of the foreign corporation and, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 10‑1506.
2. The name of the state or country under whose law it is incorporated.
3. Its date of incorporation and period of duration.
4. The street address of its principal office in its state or country of incorporation.
5. The street address of the proposed known place of business of the corporation in this state and the name and street address of its proposed statutory agent in this state.
6. If its purpose or purposes are narrower than the transaction of any or all lawful business in which corporations may engage in the state or country under whose law it is incorporated, a statement of the limitations on its purpose.
7. The names and usual business addresses of its current directors and officers.
8. A statement of the aggregate number of shares that the corporation has authority to issue, itemized by classes, par value of shares, shares without par value and series, if any, within a class.
9. A statement of the aggregate number of issued shares itemized by classes, par value of shares, shares without par value and series, if any, within a class.
10. A brief statement of the character of business that the corporation initially intends actually to conduct in this state. This statement does not limit the character of business that the corporation ultimately conducts.
B. The foreign corporation shall deliver the application and the certificate of disclosure to the commission, together with a copy of its articles of incorporation, any amendments to the articles of incorporation and a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated, and the nonrefundable fees required by law.
C. After determining that the application sets forth the information required by this section, does not use as the name of the corporation in this state a name that is in violation of section 10‑1506 and appears in all other respects to conform to the requirements of this article, the commission shall file the application. The date of filing shall be the date on which the corporation is granted authority to transact business in this state.
D. Within sixty days After the commission approves the filing, the commission shall post a copy of the application shall be published. An affidavit evidencing the publication may be filed with the commission on the commission's website.
E. A foreign corporation authorized to transact business in this state is subject to section 10‑1623.
Sec. 7. Section 10-3203, Arizona Revised Statutes, is amended to read:
10-3203. Incorporation
A. Unless a delayed effective date is specified in the articles of incorporation, incorporation occurs and the corporate existence begins when the articles of incorporation and certificate of disclosure are electronically or otherwise delivered to the commission for filing, pursuant to section 10‑3120.
B. The commission's filing of the articles of incorporation and certificate of disclosure is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation pursuant to chapter 37 of this title.
C. Subject to section 10‑3124, if the commission determines that the requirements of chapters 24 through 42 of this title for filing have not been met, the articles of incorporation and certificate of disclosure shall not be filed and the corporate existence terminates at the time the commission completes the determination. If the corporate existence is terminated pursuant to this subsection, sections 10‑11404, 10‑11405 and 10‑11406 apply.
D. Within sixty days After the commission approves the filing, the commission shall post a copy of the articles of incorporation shall be published. An affidavit evidencing the publication may be filed with the commission on the commission's website.
Sec. 8. Section 10-3222, Arizona Revised Statutes, is amended to read:
10-3222. Articles of domestication
A corporation transferring its domicile into this state shall electronically or otherwise deliver to the commission for filing, pursuant to section 10‑3120, articles of domestication setting forth:
1. The name of the corporation, which shall satisfy the requirements of section 10‑3401.
2. The state or other jurisdiction in which the corporation was originally incorporated and the date of the incorporation.
3. A statement that the official in charge of corporate filings in the jurisdiction in which the corporation was previously incorporated will be provided with a copy of the articles of domestication filed in this state.
4. All provisions required to be set forth in articles of incorporation of corporations formed in this state as provided in section 10‑3202.
5. Any provisions that are not inconsistent with the laws of this state and that may be set forth in articles of incorporation of corporations formed in this state.
6. A statement that the articles of domestication have been adopted in accordance with section 10‑3221 and the dates of actions by the members and board of directors constituting the adoption.
7. A statement that on transfer of domicile the corporation accepts and will be subject to the laws of this state.
8. If the jurisdiction in which the corporation was previously incorporated authorized the corporation to issue shares, a statement designating as membership interests any interests formerly designated as shares.
Sec. 9. Section 10-3224, Arizona Revised Statutes, is amended to read:
10-3224. Recording and posting of articles of domestication
Within sixty days After the commission approves the filing of the articles of domestication, the commission shall post a copy of the articles of domestication shall be published. An affidavit evidencing the publication may be filed with the commission on the commission's website. If other laws require the domesticated corporation to record its articles of incorporation, the domesticated corporation shall also record the articles of domestication.
Sec. 10. Section 10-11006, Arizona Revised Statutes, is amended to read:
10-11006. Articles of amendment
A. A corporation amending its articles of incorporation shall electronically or otherwise deliver to the commission for filing, pursuant to section 10‑3120, articles of amendment setting forth:
1. The name of the corporation.
2. The text of each amendment adopted.
3. The date of each amendment's adoption.
4. A statement that the amendment was duly adopted by act of the members or act of the board of directors and, if applicable, with the approval required pursuant to section 10‑11030.
B. Within sixty days After the commission approves the filing, the commission shall post a copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission on the commission's website.
Sec. 11. Section 10-11007, Arizona Revised Statutes, is amended to read:
10-11007. Restated articles of incorporation
A. A corporation's board of directors may restate its articles of incorporation at any time with or without approval by the members or any other person.
B. The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in section 10‑11003.
C. If the board of directors submits a restatement for member action, the corporation shall notify each member entitled to vote of the proposed membership meeting in writing in accordance with section 10‑3705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and shall contain or be accompanied by a copy or summary of the restatement that identifies any amendment or other change it would make in the articles.
D. If the board of directors submits a restatement for member action by written ballot or written consent, the material that solicits the approval shall contain or be accompanied by a copy or summary of the restatement that also identifies any amendment or other change it would make in the articles of incorporation.
E. A corporation restating its articles of incorporation shall electronically or otherwise deliver to the commission for filing, pursuant to section 10‑3120, articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
1. Whether the restatement contains an amendment to the articles requiring approval by any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement.
2. If the restatement contains an amendment to the articles requiring approval by the members, a statement that such approval was obtained.
3. If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 10‑11030, a statement that such approval was obtained.
F. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
G. The commission may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection E of this section.
H. Within sixty days After the commission approves the filing, the commission shall post a copy of the articles of restatement shall be published. An affidavit evidencing the publication may be filed with the commission on the commission's website.
Sec. 12. Section 10-11008, Arizona Revised Statutes, is amended to read:
10-11008. Amendment pursuant to reorganization
A. A corporation's articles may be amended pursuant to this section without action by the board of directors or members or approval required pursuant to section 10‑11030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a federal statute or a statute of this state if the articles of incorporation after amendment contain only provisions required or permitted by section 10‑3202.
B. Before the date of entry of a final decree in the reorganization proceeding, the individual or individuals designated by the court plan shall electronically or otherwise deliver to the commission for filing, pursuant to section 10‑3120, articles of amendment setting forth all of the following:
1. The name of the corporation.
2. The text of each amendment contained in the plan of reorganization.
3. The date of the court's order or decree confirming the plan of reorganization containing the articles of amendment.
4. The title of the reorganization proceeding in which the order or decree was entered.
5. A statement that the court had jurisdiction of the proceeding under federal or state statute.
C. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
D. Within sixty days After the commission approves the filing, the commission shall post a copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission on the commission's website.
Sec. 13. Section 29-633, Arizona Revised Statutes, is amended to read:
29-633. Amendment of articles of organization; restatement; posting
A. The articles of organization of a limited liability company are amended by electronically or otherwise delivering for filing with the commission, pursuant to section 29‑634, the articles of amendment, signed on behalf of the limited liability company 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. The articles of amendment shall set forth:
1. The name of the limited liability company.
2. The text of the amendment to the articles of organization.
B. A limited liability company shall amend its articles of organization if there is a statement in the articles of organization that was false or erroneous when it was made or within thirty days after the occurrence of any of the following events:
1. Any arrangements or facts have changed making the articles of organization inaccurate in any respect other than those changes required to be set forth in a statement delivered to the commission pursuant to section 29‑605.
2. Management of the limited liability company is reserved to the members and there is a change in the persons who are members.
3. Management of the limited liability company is vested in a manager or managers and there is a change in the persons who are managers or in the members who own a twenty per cent or greater interest in the capital or profits interest of the limited liability company.
C. A limited liability company may amend its articles of organization if its articles of organization as amended contain only provisions that may be lawfully contained in the articles of organization at the time of making the amendment. In particular and without limitation on the general power of amendment, a limited liability company may amend its articles of organization to:
1. Change the name of the limited liability company.
2. Change, enlarge or diminish the purposes of the limited liability company.
3. If management is reserved to the members of a limited liability company, vest management of the limited liability company in one or more managers.
4. If management is vested in one or more managers, vest management of the limited liability company in the members.
D. A limited liability company may restate its articles of organization. Restated articles of organization shall be executed and filed in the same manner as articles of amendment. Restated articles of organization shall be specifically designated as such in the heading and shall state either in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names.
E. A limited liability company that has not amended its articles of organization as required by this section may not maintain an action upon or on account of a contract or transaction made in the name of the limited liability company in any court of this state until it has first amended its articles of organization as required by this section. No person has any liability because an amendment to articles of organization has not been filed to reflect the occurrence of any event prescribed by subsection B of this section if the amendment is filed within the thirty‑day period specified in subsection B of this section.
F. Within sixty days After the commission approves the filing, a copy of the commission shall post the articles of amendment or restated articles of organization shall be published in a newspaper of general circulation in the county of the known place of business for three consecutive publications. An affidavit evidencing publication may be filed with the commission on the commission's website. Publication Posting is not required if amendments to the articles of organization or restated articles of organization only change any of the following:
1. The name or address of members or managers.
2. The known place of business address.
3. The name or address of the statutory agent.
Sec. 14. Section 29-635, Arizona Revised Statutes, is amended to read:
29-635. Formation of limited liability company
A. Except as provided in section 29‑634, subsection D, a limited liability company is formed when the articles of organization are electronically or otherwise delivered to the commission for filing, pursuant to section 29‑634, even if the commission is unable to make the determination required for filing by section 29‑634, subsection A at the time of delivery. If the articles of organization, as delivered to the commission, do not conform to the filing provisions of this chapter and are not brought into conformance within the time period prescribed by section 29‑634, subsection C, paragraph 2, the existence of the limited liability company terminates at the end of the time period.
B. A copy of the articles of organization that is filed with the commission and that is stamped "filed" and marked with the filing date is conclusive evidence that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been legally organized and formed under this chapter. A limited liability company continues perpetually unless otherwise provided in its articles of organization or operating agreement or until the limited liability company is dissolved and terminated in accordance with this chapter.
C. Within sixty days After the commission approves the filing, there shall be published in a newspaper of general circulation in the county of the known place of business, for three consecutive publications, a notice of the filing of such the commission shall post the articles of organization consisting of the information required in section 29‑632, subsection A, paragraphs 1, 2, 3, 5 and 6. An affidavit evidencing publication may be filed with the commission on the commission's website.
Sec. 15. Section 29-754, Arizona Revised Statutes, is amended to read:
29-754. Articles of merger or consolidation
A. A business entity that survives or results from a merger or consolidation pursuant to this article shall file electronically or otherwise deliver to the commission for filing, pursuant to section 29‑634, articles of merger or consolidation with the commission. The articles of merger or consolidation shall:
1. Include the plan of merger or consolidation or state that the plan of merger or consolidation is on file at a place of business of the surviving or resulting business entity, including the address of the place of business, and that the surviving or resulting business entity will provide a copy of the plan of merger or consolidation on request and without cost to any person who holds an interest in a business entity that is a party to the merger or consolidation.
2. State that each business entity that is a party to the merger or consolidation approved a plan of merger or consolidation in the manner provided by law.
3. State the future effective date of the merger or consolidation if it is not effective on the filing of the articles of merger or consolidation.
4. If the surviving or resulting business entity is not a business entity organized under the laws of this state, state both of the following:
(a) The surviving or resulting business entity agrees that it may be served with process in this state in an action, suit or proceeding for the enforcement of any obligation of any business entity that was organized under the laws of this state and that is a party to the merger or consolidation and for the enforcement of any obligation of the surviving or resulting business entity arising from the merger or consolidation.
(b) It irrevocably appoints the commission as its agent to accept service of process in the action, suit or proceeding described in subdivision (a), including the address to which the commission shall mail a copy of the process.
5. Include any amendments to the articles of organization of the surviving limited liability company if the surviving or resulting business entity is a limited liability company.
B. The articles of merger or consolidation shall be duly executed as follows:
1. In the case of a domestic limited liability company, by the member or manager designated in the plan of merger or consolidation.
2. In the case of a business entity other than a domestic limited liability company, in the manner provided by law.
C. Articles of merger or consolidation shall serve as articles of termination for a limited liability company that is not the surviving or resulting business entity in the merger or consolidation.
D. If the articles of merger include amendments to the articles of organization, the document shall be published posted on the commission's website as provided in section 29‑633. The document required to be filed and published posted shall be styled "articles of amendment and merger".
Sec. 16. Section 29-1103, Arizona Revised Statutes, is amended to read:
29-1103. Posting and annual reports; late filing penalty
A. Within sixty days After the electronic or other filing with the secretary of state of a statement of qualification, there shall be published in a newspaper of general circulation in the county of the limited liability partnership's chief executive office, or if the limited liability partnership's chief executive office is not located in this state, in the county of the limited liability partnership's office in this state, or if none, the county of the limited liability partnership's statutory agent, for three consecutive publications, the secretary of state shall post a copy of the statement of qualification on the secretary of state's website.
B. A limited liability partnership and a foreign limited liability partnership authorized to transact business in this state shall file an annual report with the office of the secretary of state that sets forth all of the following:
1. The name of the limited liability partnership and the state or country under whose laws the foreign limited liability partnership is formed or created.
2. The current street address of the office required to be set forth in section 29‑1101, subsection C, paragraph 2.
3. The name and street address of its agent for service of process in this state.
C. An annual report must be filed between January 1 and April 30 of each year following the calendar year in which a partnership or limited partnership files a statement of qualification to become a limited liability partnership or a foreign partnership becomes authorized to transact business in this state. If a limited liability partnership is delinquent in filing its annual report, the secretary of state may assess a late filing penalty when the limited liability partnership submits its annual report.
D. The secretary of state may administratively revoke the statement of qualification of a limited liability partnership if the secretary of state determines that the statement of qualification does not conform to the filing provisions of this article or if the limited liability partnership fails to file an annual report when due or to pay the required filing fee or fails to perform the publication requirements of subsection A of this section. The secretary of state must provide the limited liability partnership at least sixty days' written notice of the intent to revoke the statement. The notice shall be mailed to the limited liability partnership at its office set forth in the last filed statement of qualification or annual report. The notice must specify the nonconformance, that the statement of qualification has not been published pursuant to subsection A of this section, the annual reports that have not been filed or the fees that have not been paid and the future effective date of revocation. The revocation will not be effective if the specified filing requirements are made, evidence of publication or the specified annual reports are filed and the specified fees are paid before the specified effective date of revocation.
E. A revocation under subsection D of this section only affects a partnership's or limited partnership's status as a limited liability partnership and does not constitute an event of dissolution of the partnership or limited partnership.
F. A partnership or limited partnership whose statement has been administratively revoked may apply to the secretary of state for reinstatement within two years after the effective date of the revocation. The application shall recite the name of the partnership or limited partnership and the effective date of the revocation and state that the grounds for revocation either did not exist or have been corrected. If another corporation or partnership has adopted the name of the limited liability partnership or another person has adopted the name of the limited liability partnership as a trade name, the application shall be accompanied by an amendment to the statement of foreign qualification that is in accordance with section 29‑1105 and that adopts a new name for the limited liability partnership that complies with section 29‑1102.
G. A reinstatement under subsection F of this section relates back to and takes effect as of the effective date of the administrative revocation, and the partnership's or limited partnership's status as a limited liability partnership continues as if the administrative revocation never occurred.
H. An amendment to the statement of qualification shall be filed by a limited liability partnership or foreign limited liability partnership not later than sixty days after the occurrence of any of the following:
1. A change in the name of the limited liability partnership.
2. A change in the address of the chief executive office of the partnership.
3. The partnership or limited partnership has knowledge that a material statement in the statement of qualification was false or inaccurate when made or that any facts described therein have changed, making the statement of qualification inaccurate in any material respect.
I. An amendment to the statement of qualification may be filed for any other proper purpose. The filing of a statement of cancellation by or on behalf of a partnership or limited partnership pursuant to this section shall be effective only to cancel the partnership's or limited partnership's qualification as a limited liability partnership and, unless it specifically so provides, shall not indicate the dissolution of the partnership or limited partnership. On any revocation or the filing of any statement of cancellation, the secretary of state shall be the agent for service of process in any action, suit or proceeding based on any cause of action arising during the time the limited liability partnership was qualified under section 29‑1101 or the foreign limited liability partnership was authorized to transact business in this state.
Sec. 17. Effective date
Sections 10‑203, 10‑222, 10‑224, 10‑1007, 10‑1008, 10‑1503, 10‑3203, 10‑3222, 10‑3224, 10‑11006, 10‑11007, 10‑11008, 29‑633, 29‑635, 29‑754 and 29‑1103, Arizona Revised Statutes, as amended by this act, are effective from and after December 31, 2011.
