Bill Text: AZ SB1627 | 2024 | Fifty-sixth Legislature 2nd Regular | Introduced
Bill Title: Corporations; sober living homes
Spectrum: Partisan Bill (Democrat 4-0)
Status: (Introduced) 2024-02-06 - Senate read second time [SB1627 Detail]
Download: Arizona-2024-SB1627-Introduced.html
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REFERENCE TITLE: corporations; sober living homes |
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State of Arizona Senate Fifty-sixth Legislature Second Regular Session 2024
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SB 1627 |
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Introduced by Senators Hatathlie: Bravo, Hernandez, Miranda
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An Act
amending section 10-122, Arizona Revised Statutes; amending title 10, chapter 1, article 2, Arizona Revised Statutes, by adding section 10-126; amending section 10-128, Arizona Revised Statutes; amending title 10, chapter 1, article 3, Arizona Revised Statutes, by adding section 10-131; amending sections 10-202, 10-401, 10-501, 10-3122, 10-3128, 10-3202, 10-3401, 10-3501 and 36-2062, Arizona Revised Statutes; relating to business entities.
(TEXT OF BILL BEGINS ON NEXT PAGE)
Be it enacted by the Legislature of the State of Arizona:
Section 1. Section 10-122, Arizona Revised Statutes, is amended to read:
10-122. Filing, service and copying fees; expedited report filing and access; same day and next day services; posted wait times; advance monies; definition
A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, the following nonrefundable fees when the documents described in this subsection are delivered to the commission:
Document Fee
1. Articles of incorporation $50
2. Application for use of indistinguishable name 10
3. Application for reserved name 10
4. Notice of transfer of reserved name 10
5. Application for registered name 10
6. Application for renewal of registered name 10
7. Agent's statement of resignation 10
8. Amendment of articles of incorporation 25
9. Restatement of articles of incorporation with
amendment of articles 25
10. Statement of merger, interest exchange,
conversion, domestication or division if the
entity responsible for filing the statement
is a corporation 100
11. Articles of dissolution 25
12. Articles of revocation of dissolution 25
13. Application for reinstatement following
administrative dissolution, in addition
to other fees and penalties due 100
14. Application for authority 150
15. Application for withdrawal 25
16. Annual report 45
17. Articles of correction 25
18. Application for certificate of good standing 10
19. Any other document required or permitted
to be filed by chapters 1 through 17
of this title 25
B. The commission shall collect a nonrefundable fee of twenty-five dollars $25 each time process is served on it under chapters 1 through 17 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
C. The commission shall charge and collect a reasonable fee for copying documents on request, provided the fee does not exceed the cost of providing the service as determined by the commission. The commission shall also charge a reasonable fee for certifying the copy of a filed document, provided if the fee does not exceed the cost of providing the service as determined by the commission.
D. A penalty of one hundred dollars $100 that is payable in addition to other fees accrues and is payable if a foreign corporation fails to file an amendment, restated articles that include an amendment, or articles of merger within sixty days after the time of filing in the jurisdiction in which the corporation is domiciled. The penalty collected pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the state general fund.
E. One-third of the fees for the annual report of domestic and foreign corporations paid pursuant to subsection A, paragraph 16 of this section shall be deposited in the Arizona arts trust fund established by section 41-983.01 and two-thirds of these fees shall be deposited, pursuant to sections 35-146 and 35-147, in the public access fund established by section 10-122.01.
F. The commission shall provide for and establish an expedited service for the filing of all documents and services provided pursuant to this title as follows:
1. The expedited filing shall be a priority service to be completed as soon as possible after the documents are delivered to the commission except that the expedited filing does not apply to documents and services related to a health care entity, including a sober living home as defined in section 36-2061, that provides residential services.
2. In addition to any other fees required by this section or any other law, the commission shall charge a nonrefundable fee for expedited services, including those requested by fax. The fee shall be determined by a supermajority vote of the commissioners.
3. The commission may provide for and establish same day and next day services for the filing of any documents and services provided pursuant to this title as follows:
(a) The commission shall suspend same day or next day service if the commission determines that it does not have the necessary resources to perform the service within the established time period.
(b) In addition to any other fees required by this section or any other law, the commissioners may charge a nonrefundable fee for the same day or next day service or both. The fee shall be determined by a supermajority vote of the commissioners.
4. The commission shall publicly post the current wait times for processing regular, expedited and same day and next day services.
G. The commission may charge persons who access the commission's data processing system that is maintained pursuant to section 10-122.01 from remote locations and persons requesting special computer generated printouts, reports and tapes a reasonable fee that does not exceed the cost of the time, equipment and personnel necessary to provide this service or product as determined by the commission.
H. Except as provided in section 10-122.01, subsection B, paragraph 3, in addition to any fee charged pursuant to this section, the commission may charge and collect the following nonrefundable fees to help defray the cost of the improved data processing system that is maintained pursuant to section 10-122.01:
1. Filing articles of incorporation of a domestic corporation, ten dollars $10.
2. Filing an application of a foreign corporation for authority to transact business in this state, twenty-five dollars $25.
I. All monies received pursuant to subsections F, G and H of this section shall be deposited, pursuant to sections 35-146 and 35-147, in the public access fund established by section 10-122.01.
J. Fees charged pursuant to this section are exempt from section 39-121.03, subsection A, paragraph 3.
K. The commission may allow any person to advance monies to the commission to pay fees required pursuant to this section for future filings and services. All monies received pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the money on deposit account in the public access fund established by section 10-122.01.
L. In addition to any other fees prescribed by law, the commission may establish a fee for the filing of an annual benefit report delivered to the commission pursuant to section 10-2442. The fee shall be determined by a majority vote of the commissioners.
M. For the purposes of this section, "supermajority" means an affirmative vote of at least four commissioners.
Sec. 2. Title 10, chapter 1, article 2, Arizona Revised Statutes, is amended by adding section 10-126, to read:
10-126. Sober living homes; incorporating documents; time frame before conducting business; license number; corporation commission; identification check
A. A sober living home as defined in section 36-2061 that incorporates pursuant to this title must:
1. File all documents as required for incorporation pursuant to this title within ten business days before the sober living home opens to conduct business.
2. Display the number of the sober living home's license that is issued pursuant to title 36, chapter 18, article 4 on all documents.
B. The commission shall check identification documents of a person that files incorporating documents pursuant to this title for a health care entity, including a sober living home as defined in section 36-2061, that provides residential services. The identification check must occur at the commission.
C. Within ten days after receiving the following information relating to a health care entity, including a sober living home as defined in section 36-2061, that provides residential services and that is incorporated pursuant to this title, the Arizona health care cost containment system administration, the attorney general and the department of health services shall notify the commission of:
1. A license suspension or revocation.
2. The issuance of a central authorization file notice.
3. A bankruptcy filing.
Sec. 3. Section 10-128, Arizona Revised Statutes, is amended to read:
10-128. Certificate of good standing
A. A person may apply to the commission to furnish for a certificate of good standing for a domestic or foreign corporation.
B. A certificate of good standing sets forth all of the following:
1. The domestic corporation's corporate name or the foreign corporation's corporate name used in this state.
2. That either:
(a) The domestic corporation is incorporated under the laws of this state and the date of its incorporation.
(b) The foreign corporation is authorized to transact business in this state.
3. That all affidavits and annual reports required before the date of the certificate have been filed with the commission.
4. That all annual filing fees due before the date of the certificate have been paid.
5. That, according to the records of the commission, the corporation is in good standing in this state.
C. The commission may not issue a certificate of good standing under subsection a of this section to a domestic or foreign corporation if the corporation is a health care entity, including a sober living home as defined in section 36-2061, that provides residential services and the corporation does not comply with title 36.
C. D. Subject to any qualification stated in the certificate, a certificate of good standing issued by the commission may be relied on as conclusive evidence of the matters stated in the certificate.
Sec. 4. Title 10, chapter 1, article 3, Arizona Revised Statutes, is amended by adding section 10-131, to read:
10-131. Health care entities; sober living homes; residential services
A. The commission shall provide a special designation to a health care entity, including a sober living home as defined in section 36-2061, that provides residential services and that files for incorporation pursuant to this title.
B. Notwithstanding any other law, for a health care entity that is described pursuant to subsection a of this section, any change in ownership, name or license status must be coordinated and approved by the commission in writing in cooperation with the department of health services.
Sec. 5. Section 10-202, Arizona Revised Statutes, is amended to read:
10-202. Articles of incorporation; violation; classification
A. The articles of incorporation shall set forth:
1. A corporate name for the corporation that satisfies the requirements of section 10-401.
2. The number of shares the corporation is authorized to issue.
3. A brief statement of the character of business that the corporation initially intends to actually conduct in this state. This statement does not constitute a limitation on limit the character of business that the corporation ultimately may conduct.
4. The name and address of each person who is to serve as a director until a successor is elected and qualifies.
5. The name, street address and signature of the corporation's statutory agent.
6. The street address of the known place of business for the corporation, if different from that of its statutory agent.
7. The name and address of each incorporator.
8. Any provision elected by the incorporators that under chapters 1 through 17 of this title or any other law of this state may be elected only by specific inclusion in the articles of incorporation.
9. The signatures of all incorporators.
B. The articles of incorporation may set forth:
1. A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except liability for any of the following:
(a) The amount of a financial benefit received by a director to which the director is not entitled.
(b) An intentional infliction of harm on the corporation or the shareholders.
(c) A violation of section 10-833.
(d) An intentional violation of criminal law.
2. A provision permitting allowing or making obligatory indemnification of a director for liability, as defined in section 10-850, to any person for any action taken, or any failure to take any action, as a director, except liability for any of the exceptions described in paragraph 1 of this subsection.
3. Any other provision, not inconsistent with law.
C. The articles of incorporation need not set forth any of the corporate powers enumerated in chapters 1 through 17 of this title.
D. The certificate of disclosure shall set forth all of the following:
1. The following information regarding all persons who at the time of its delivery are officers, directors, trustees, incorporators and persons controlling or holding over ten percent of the issued and outstanding common shares or ten percent of any other proprietary, beneficial or membership interest in the corporation:
(a) Whether any of the persons have been convicted of a felony involving a transaction in securities, consumer fraud or antitrust in any state or federal jurisdiction within the five-year period immediately preceding the execution of the certificate.
(b) Whether any of the persons have been convicted of a felony, the essential elements of which consisted of fraud, misrepresentation, theft by false pretenses or restraint of trade or monopoly in any state or federal jurisdiction within the five-year period immediately preceding the execution of the certificate.
(c) Whether any of the persons are or have been subject to an injunction, judgment, decree or permanent order of any state or federal court entered within the five-year period immediately preceding the execution of the certificate, if the injunction, judgment, decree or permanent order involved any of the following:
(i) The violation of fraud or registration provisions of the securities laws of that jurisdiction.
(ii) The violation of the consumer fraud laws of that jurisdiction.
(iii) The violation of the antitrust or restraint of trade laws of that jurisdiction.
(d) With regard to any of the persons who have been convicted of the crimes or who are the subject of the judicial action described in subdivisions (a), (b) and (c) of this paragraph, information regarding:
(i) Identification of the persons, including present full name, all prior names or aliases, including full birth name, present home address, all prior addresses for the immediately preceding five-year period and date and location of birth.
(ii) The nature and description of each conviction or judicial action, the date and location, the court and public agency involved, and the file or cause number of the case.
2. A brief statement disclosing whether any persons who at the time of its delivery are officers, directors, trustees, incorporators and persons controlling or holding over twenty percent of the issued and outstanding common shares or twenty percent of any other proprietary, beneficial or membership interest in the corporation and who have served in any such capacity or held a twenty percent interest in any other corporation on the bankruptcy or receivership of the other corporation. If so, for each corporation, the certificate shall include:
(a) The names and addresses of each corporation and the person or persons involved.
(b) The state in which each corporation:
(i) Was incorporated.
(ii) Transacted business.
(c) The dates of corporate operation.
3. The signatures of all of the incorporators.
4. The date of its execution, which shall be not more than thirty days before its delivery to the commission.
5. A declaration by each signer that he the signer swears to its contents under penalty of law and if the corporation is a health care entity, including a sober living home as defined in section 36-2061, that provides residential services, the signature must be notarized.
E. The certificate of disclosure may set forth the name and address of any other person whom the incorporators elect to be the subject of those disclosures required under subsection D, paragraph 1 of this section.
F. If within sixty days after delivering the articles of incorporation and certificate of disclosure to the commission any person becomes an officer, director, trustee or person controlling or holding over ten percent of the issued and outstanding shares or ten percent of any other proprietary, beneficial or membership interest in the corporation and the person was not the subject of the disclosures set forth in the certificate of disclosure, the incorporators or, if the organization of the corporation has been completed as provided in section 10-205, the corporation shall execute and deliver to the commission within the sixty-day period a declaration, sworn to under penalty of law, setting forth all information required by subsection D, paragraph 1 of this section regarding the person. If the incorporators or, as applicable, the corporation fail to comply with this subsection, the commission may administratively dissolve the corporation pursuant to section 10-1421.
G. If any of the persons described in subsection D, paragraph 1 of this section have been convicted of the crimes or are the subject of the judicial action described in subsection D, paragraph 1 of this section, the commission may direct detailed interrogatories to the persons requiring any additional relevant information deemed necessary by the commission. The interrogatories shall be completely answered within thirty days after mailing of the interrogatories. With respect to corporations incorporating or seeking authority to transact business, articles of incorporation or an application for authority shall not be filed until all outstanding interrogatories have been answered to the satisfaction of the commission. With respect to existing domestic and foreign corporations, if the interrogatories are not answered as provided in this subsection or the answers to the interrogatories otherwise indicate proper grounds for an administrative dissolution, the commission shall initiate an administrative dissolution in accordance with chapters 1 through 17 of this title.
H. On a quarterly updated basis, the commission shall provide to the attorney general a list of all persons who are convicted of the crimes or who are the subject of the judicial action described in subsection D, paragraph 1 of this section as indicated by the certificates of disclosure filed during the preceding three months.
I. Any person who executes or contributes information for a certificate of disclosure and who intentionally makes any untrue statement of material fact or withholds any material fact with regard to the information required in subsection D, paragraph 1 of this section is guilty of a class 6 felony.
Sec. 6. Section 10-401, Arizona Revised Statutes, is amended to read:
10-401. Corporate name
A. A corporate name:
1. Shall contain the word "association", "bank", "company", "corporation", "limited" or "incorporated" or an abbreviation of one of these words or words or abbreviations of like import in another language.
2. Shall not contain language stating or implying that the corporation is organized for a purpose other than that allowed by section 10-301 and its articles of incorporation.
3. Notwithstanding paragraph 1 of this subsection, shall not include the words "bank", "deposit", "credit union", "trust" or "trust company" separately or in combination to indicate or convey the idea that the corporation is engaged in a banking or trust business unless the corporation is to be and becomes actively and substantially engaged in the banking, credit union or trust business or the corporation is a holding company holding substantial interest in companies actively and substantially engaged in the banking or trust business.
4. Shall not contain the words "limited liability company" or "limited company" or the abbreviations "L.L.C.", "L.C.", "LLC" or "LC", in uppercase or lowercase letters.
5. Shall contain the words "sober living home" if the corporation is a sober living home as defined in section 36-2061.
B. Except as authorized by subsections C and D of this section, a corporate name shall be distinguishable from all of the following:
1. The corporate name of a corporation incorporated in this state or a foreign corporation authorized to transact business in this state.
2. A corporate name reserved under section 10-402 or registered under section 10-403.
3. A fictitious name adopted by a foreign corporation under section 10-1506.
4. The corporate name of a nonprofit corporation incorporated under this title or a foreign nonprofit or not for profit corporation authorized to conduct affairs in this state.
5. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.
6. The name of a limited liability company organized under title 29 or a foreign limited liability company authorized to transact business in this state.
7. A trade name registered pursuant to title 44, chapter 10, article 3.1.
8. The name of a registered limited liability partnership registered under title 29, chapter 5, article 10 or a foreign registered limited liability partnership authorized to transact business in this state.
C. A corporation may apply to the commission for authorization to use a name that is not distinguishable from one or more of the names described in subsection B of this section. The commission shall authorize use of the name applied for if either:
1. The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the commission to change its name to a name that is distinguishable from the name of the applying corporation.
2. The applicant delivers to the commission a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
D. A corporation may use the name, including a fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation either has:
1. Merged with the other corporation.
2. Been formed by reorganization of the other corporation.
3. Acquired all or substantially all of the assets, including the corporate name, of the other corporation.
E. Chapters 1 through 17 of this title do not control the use of fictitious names.
Sec. 7. Section 10-501, Arizona Revised Statutes, is amended to read:
10-501. Known place of business and statutory agent
A. Each corporation shall continuously maintain in this state both:
1. A known place of business that may be the address of its statutory agent.
2. A statutory agent who may be either:
(a) An individual who resides in this state.
(b) A domestic corporation formed under this title.
(c) A foreign corporation authorized to transact business in this state.
(d) A limited liability company formed under title 29.
(e) A limited liability company authorized to transact business in this state.
B. If the corporation is a health care entity, including a sober living home as defined in section 36-2061, that provides residential services:
1. The address:
(a) May not be a post office box.
(b) Must be located in this state.
(c) Must be located in the county where the health care entity is located.
2. The statutory agent may not be an interested party that can influence the health care entity's management.
Sec. 8. Section 10-3122, Arizona Revised Statutes, is amended to read:
10-3122. Filing, service and copying fees; public access fund; expedited report filing and access; same day and next day services
A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, in the state general fund the following nonrefundable fees when the documents described in this subsection are delivered to the commission for filing or issuance:
Document Fee
1. Articles of incorporation $ 30
2. Application for use of indistinguishable name $ 10
3. Application for reserved name $ 10
4. Notice of transfer of reserved name $ 10
5. Application for registered name $ 10
6. Application for renewal of registered name $ 10
7. Agent's statement of resignation $ 10
8. Amendment of articles of incorporation $ 25
9. Restatement of articles of incorporation
with amendment of articles $ 25
10. Statement of merger, interest exchange,
conversion, domestication or division if
the entity responsible for filing the
statement is a nonprofit corporation $100
11. Articles of dissolution $ 25
12. Articles of revocation of dissolution $ 25
13. Application for reinstatement following
administrative dissolution or revocation,
in addition to other fees and penalties due $ 25
14. Application for authority $150
15. Application for withdrawal $ 25
16. Annual report $ 10
17. Articles of correction $ 25
18. Application for certificate of good standing $ 10
B. The commission shall collect a nonrefundable fee of twenty-five dollars $25 each time process is served on it under chapters 24 through 42 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding. The fee collected pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the state general fund.
C. The commission shall charge and collect fifty cents $.50 per page for copying documents on request. The commission shall also charge five dollars $5 plus fifty cents $.50 per page for certifying the copy of a filed document. The fees collected pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the state general fund.
D. A penalty of one hundred dollars $100 that is payable in addition to other fees accrues and is payable if a foreign corporation fails to file an amendment, restated articles that include an amendment, or articles of merger within sixty days of after the time of filing in the jurisdiction in which the corporation is domiciled. The penalty collected pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the state general fund.
E. Pursuant to section 10-122, subsection F, the commission shall provide for and establish an expedited service for the filing of all documents and services provided pursuant to chapters 24 through 42 of this title except for documents and services related to a health care entity, including a sober living home as defined in section 36-2061, that provides residential services.
F. Pursuant to section 10-122, subsection F, the commission may provide for and establish same day and next day services for the filing of any documents and services provided pursuant to chapters 24 through 42 of this title except for documents and services related to a health care entity, including a sober living home as defined in section 36-2061, that provides residential services.
G. The commission may charge persons who access the commission's data processing system that is maintained pursuant to section 10-122.01 from remote locations and persons requesting special computer generated printouts, reports and tapes a reasonable fee that does not exceed the cost of the time, equipment and personnel necessary to provide this service or product as determined by the commission.
H. Except as provided in section 10-122.01, subsection B, paragraph 3, in addition to any fee charged pursuant to this section, the commission may charge and collect the following nonrefundable fees to help defray the cost of the improved data processing system that is maintained pursuant to section 10-122.01:
1. Filing articles of incorporation of a domestic corporation, ten dollars $10.
2. Filing an application of a foreign corporation for authority to transact business in this state, twenty-five dollars $25.
I. All monies received pursuant to subsections E through H of this section shall be deposited, pursuant to sections 35-146 and 35-147, in the public access fund established by section 10-122.01.
J. Fees charged pursuant to this section are exempt from section 39-121.03, subsection A, paragraph 3.
K. Any person may advance monies to the commission to pay fees required pursuant to this section for future filings and services. All monies received pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the money on deposit account in the public access fund established by section 10-122.01.
Sec. 9. Section 10-3128, Arizona Revised Statutes, is amended to read:
10-3128. Certificate of good standing
A. A person may apply to the commission to furnish for a certificate of good standing for a domestic or foreign corporation.
B. The certificate of good standing sets forth all of the following:
1. The domestic corporation's corporate name or the foreign corporation's corporate name used in this state.
2. That either:
(a) The domestic corporation is incorporated under the law of this state and the date of its incorporation.
(b) The foreign corporation is authorized to transact business in this state.
3. That all affidavits and annual reports required before the date of the certificate have been filed with the commission.
4. That all annual filing fees due before the date of the certificate have been paid.
5. That, according to the records of the commission, the corporation is in good standing in this state.
C. The commission may not issue a certificate of good standing under subsection a of this section to a domestic or foreign corporation if the corporation is a health care entity, including a sober living home as defined in section 36-2061, that provides residential services and the corporation does not comply with title 36.
C. D. Subject to any qualification stated in the certificate, a certificate of good standing issued by the commission may be relied on as conclusive evidence of the matters stated in the certificate.
Sec. 10. Section 10-3202, Arizona Revised Statutes, is amended to read:
10-3202. Articles of incorporation; violation; classification
A. The articles of incorporation shall set forth:
1. A corporate name for the corporation that satisfies the requirements of section 10-3401.
2. A brief statement of the character of affairs that the corporation initially intends to conduct. This statement does not limit the affairs that the corporation may conduct.
3. The name and address of each person who is to serve as a director until a successor is elected and qualifies.
4. The name, street address and signature of the corporation's statutory agent.
5. The street address of the known place of business for the corporation, if different from that of its statutory agent.
6. The name and address of each incorporator.
7. Whether or not the corporation will have members.
8. Any provision elected by the incorporators that under chapters 24 through 40 of this title or any other law of this state may be elected only by specific inclusion in the articles of incorporation.
9. The signatures of all incorporators.
B. The articles of incorporation may set forth:
1. A provision eliminating or limiting the liability of a director to the corporation or its members for money damages for any action taken or any failure to take any action as a director, except liability for any of the following:
(a) The amount of a financial benefit received by a director to which the director is not entitled.
(b) An intentional infliction of harm on the corporation or the members.
(c) A violation of section 10-3833.
(d) An intentional violation of criminal law.
2. A provision permitting allowing or making obligatory indemnification of a director for liability, as defined in section 10-3850, to any person for any action taken, or any failure to take any action, as a director, except liability for any of the exceptions described in paragraph 1 of this subsection.
3. Any other provision, not inconsistent with law.
C. The articles of incorporation need not set forth any of the corporate powers enumerated in chapters 24 through 40 of this title.
D. The certificate of disclosure shall set forth all of the following:
1. The following information regarding all persons who at the time of its delivery are officers, directors, trustees and incorporators:
(a) Whether any of the persons have been convicted of a felony involving a transaction in securities, consumer fraud or antitrust in any state or federal jurisdiction within the five-year period immediately preceding the execution of the certificate.
(b) Whether any of the persons have been convicted of a felony, the essential elements of which consisted of fraud, misrepresentation, theft by false pretenses or restraint of trade or monopoly in any state or federal jurisdiction within the five-year period immediately preceding the execution of the certificate.
(c) Whether any of the persons are or have been subject to an injunction, judgment, decree or permanent order of any state or federal court entered within the five-year period immediately preceding the execution of the certificate, if the injunction, judgment, decree or permanent order involved any of the following:
(i) The violation of fraud or registration provisions of the securities laws of that jurisdiction.
(ii) The violation of consumer fraud laws of that jurisdiction.
(iii) The violation of the antitrust or restraint of trade laws of that jurisdiction.
(d) With regard to any of the persons who have been convicted of the crimes or who are the subject of the judicial action described in subdivisions (a), (b) and (c) of this paragraph, information regarding:
(i) Identification of the persons, including present full name, all prior names or aliases, including full birth name, present home address, all prior addresses for the immediately preceding five-year period and date and location of birth.
(ii) The nature and description of each conviction or judicial action, the date and location, the court and public agency involved, and the file or case number of the case.
2. A brief statement disclosing whether any persons who at the time of its delivery are officers, directors, trustees and incorporators and who have served in any such capacity in any other corporation on the bankruptcy or receivership of the other corporation. If so, for each corporation, the certificate shall include:
(a) The names and addresses of each corporation and the person or persons involved.
(b) The state in which each corporation:
(i) Was incorporated.
(ii) Transacted business.
(c) The dates of corporate operation.
3. The signatures of all the incorporators.
4. The date of its execution, which shall be not more than thirty days before its delivery to the commission.
5. A declaration by each signer that the signer swears to its contents under penalty of law and if the corporation is a health care entity, including a sober living home as defined in section 36-2061, that provides residential services, the signature must be notarized.
E. The certificate of disclosure may set forth the name and address of any other person whom the incorporator or incorporators choose to be the subject of those disclosures required under subsection D, paragraph 1 of this section.
F. If within sixty days after delivering the articles of incorporation and certificate of disclosure to the commission any person becomes an officer, director or trustee and the person was not the subject of the disclosures set forth in the certificate of disclosure, the incorporator or incorporators or, if the organization of the corporation has been completed as provided in section 10-3205, the corporation shall execute and deliver to the commission within the sixty-day period a declaration, sworn to under penalty of law, setting forth all information required by subsection D, paragraph 1 of this section, regarding the person. If the incorporator or incorporators or, as applicable, the corporation fails to comply with this subsection, the commission may administratively dissolve the corporation pursuant to section 10-11421.
G. If any of the persons described in subsection D, paragraph 1 of this section have been convicted of the crimes or are the subject of the judicial action described in subsection D, paragraph 1 of this section, the commission may direct detailed interrogatories to the persons requiring any additional relevant information deemed necessary by the commission. The interrogatories shall be completely answered within thirty days after mailing of the interrogatories. With respect to corporations incorporating or seeking authority to conduct affairs, articles of incorporation or an application for authority shall not be filed until all outstanding interrogatories have been answered to the satisfaction of the commission. With respect to existing domestic and foreign corporations, if the interrogatories are not answered as provided in this subsection or the answers to the interrogatories otherwise indicate proper grounds for an administrative dissolution, the commission shall initiate an administrative dissolution in accordance with chapters 24 through 40 of this title.
H. On a quarterly updated basis, the commission shall provide to the attorney general a list of all persons who are convicted of the crimes or who are the subject of the judicial action described in subsection D, paragraph 1 of this section as indicated by the certificate of disclosure filed during the preceding three months.
I. Any person who executed or contributed information for a certificate of disclosure and who intentionally makes any untrue statement of material fact or withholds any material fact with regard to the information required in subsection D, paragraph 1 of this section is guilty of a class 6 felony.
Sec. 11. Section 10-3401, Arizona Revised Statutes, is amended to read:
10-3401. Corporate name
A. A corporate name shall not contain language that states or implies that the corporation is organized for a purpose other than the purpose allowed by section 10-3301 and in its articles of incorporation. If the corporation is a sober living home as defined in section 36-2061, A corporate name Shall contain the words "sober living home".
B. Except as authorized by subsections C and D of this section, a corporate name must be distinguishable from all of the following:
1. The corporate name of a corporation incorporated in this state or a foreign corporation authorized to conduct affairs in this state.
2. A corporate name reserved under section 10-402 or 10-3402 or registered under section 10-403 or 10-3403.
3. A fictitious name of a foreign corporation under section 10-1506 or 10-11506.
4. The corporate name of a business corporation incorporated under this title or a foreign business corporation authorized to transact business in this state.
5. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.
6. The name of a limited liability company organized under title 29 or a foreign limited liability company authorized to transact business in this state.
7. A trade name registered pursuant to title 44, chapter 10, article 3.1.
8. The name of a registered limited liability partnership registered under title 29, chapter 5, article 10 or a foreign registered limited liability partnership authorized to transact business in this state.
C. A corporation may apply to the commission for authorization to use a name that is not distinguishable from one or more of the names described in subsection B of this section. The commission shall authorize use of the name applied for if either:
1. The other corporation consents to the use in writing and submits an undertaking in a form satisfactory to the commission to change its name to a name that is distinguishable from the name of the applying corporation.
2. The applicant delivers to the commission a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
D. A corporation may use the name, including a fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to transact business or conduct affairs in this state and the proposed user corporation either has:
1. Merged with the other corporation.
2. Been formed by reorganization of the other corporation.
3. Acquired all or substantially all of the assets, including the corporate name, of the other corporation.
E. Chapters 24 through 42 of this title do not control the use of fictitious names.
Sec. 12. Section 10-3501, Arizona Revised Statutes, is amended to read:
10-3501. Known place of business and statutory agent
A. Each corporation shall continuously maintain in this state both:
1. A known place of business that may be the address of its statutory agent.
2. A statutory agent who may be either:
(a) An individual who resides in this state.
(b) A domestic business or nonprofit corporation formed under this title.
(c) A foreign business or nonprofit corporation authorized to transact business or conduct affairs in this state.
(d) A limited liability company formed under title 29.
(e) A limited liability company authorized to transact business in this state.
B. If the corporation is a health care entity, including a sober living home as defined in section 36-2061, that provides residential services:
1. the address:
(a) May not be a post office box.
(b) Must be located in this state.
(c) Must be located in the county where the health care entity is located.
2. The statutory agent may not be an interested party that can influence the health care entity's management.
Sec. 13. Section 36-2062, Arizona Revised Statutes, is amended to read:
36-2062. Licensure; standards; violation; classification; civil penalty; use of title
1. A requirement that each sober living home to develop policies and procedures to allow individuals who are on medication-assisted treatment to continue to receive this treatment while living in the sober living home.
2. Consistent and fair practices for drug and alcohol testing, including frequency, that promote the residents' recovery.
3. Policies and procedures for the residence to maintain an environment that promotes the safety of the surrounding neighborhood and the community at large.
4. Policies and procedures for discharge planning of persons living in the residence that do not negatively impact the surrounding community.
5. A good neighbor policy to address neighborhood concerns and complaints.
6. A requirement that the operator of each sober living home have available for emergency personnel an up-to-date list of current medications and medical conditions of each person living in the home.
7. A policy that ensures residents are informed of all sober living home rules, residency requirements and resident agreements.
8. Policies and procedures for the management of managing all monies received and spent by the sober living home in accordance with standard accounting practices, including monies received from residents of the sober living home.
9. A requirement that each sober living home post a statement of resident rights that includes the right to file a complaint about the residence or provider and information about how to file a complaint.
10. Policies that promote recovery by requiring residents to participate in treatment, self-help groups or other recovery supports.
11. Policies requiring abstinence from alcohol and illicit drugs.
12. Procedures regarding the appropriate use and security of medication by a resident.
13. Policies regarding the maintenance of sober living homes, including the installation of functioning smoke detectors, carbon monoxide detectors and fire extinguishers and compliance with local fire codes applicable to comparable dwellings occupied by single families.
14. Policies and procedures that prohibit a sober living home owner, employee or administrator from requiring a resident to sign any document for the purpose of relinquishing the resident's public assistance benefits, including medical assistance benefits, cash assistance and supplemental nutrition assistance program benefits.
15. Policies and procedures for managing complaints about sober living homes.
16. Requirements for the notification of notifying a family member or other emergency contact designated by a resident under certain circumstances, including death due to an overdose.
17. That the license is issued at least ten business days before the sober living home opens to conduct business.
B. The licensure of a sober living home under this article is for one year. A person operating a sober living home in this state that has failed to attain or maintain licensure of the sober living home is guilty of a class 6 felony and the director shall pay assess a civil penalty of up to one thousand dollars at least $5,000 and not more THAN $10,000 for each violation. Each day the person operates a sober living home without a license is a separate violation.
C. To receive and maintain licensure, a sober living home must comply with all federal, state and local laws, including the Americans with disabilities act of 1990.
D. A treatment facility that is licensed by the department for the treatment of to treat substance use disorders and that has one or more sober living homes on the same campus as the facility's program shall obtain licensure for each sober living home pursuant to this article.
E. Once the director adopts the minimum standards as required in subsection A of this section, a person may not establish, conduct or maintain in this state a sober living home unless that person holds a current and valid license issued by the department or is certified as prescribed in section 36-2064. The license is valid only for the establishment, operation and maintenance of the sober living home. The licensee may not:
1. Imply by advertising, or directory listing or otherwise that the licensee is authorized to perform services more specialized or of a higher degree of care than is authorized by this article and the underlying adopted rules for sober living homes.
2. Transfer or assign the license. A license is valid only for the premises occupied by the sober living home at the time of its issuance.
