House of Representatives

HB 2027

business entities

Sponsors: Representative Leff

 

DPA

Committee on CED

X

Caucus and COW

 

 

As Passed the House

 

HB 2027 amends the statutes relating to businesses and re-codifies provisions of law that were inadvertently repealed during the statutory rewrites of the corporation codes.

 

History

During the last several years corporate laws have been rewritten and modified.  Many changes were patterned after model legislation.  This bill reinstates some of the provisions that were inadvertently repealed during the rewrite process. 

 

A statutory agent is responsible for accepting service on behalf of a corporation or limited liability company.  HB 2027 requires the signature of the statutory agent to be included, thereby serving as proof of consent to act in that capacity.

 

A corporation sole is formed to acquire, hold and dispose of church or religious society property for the benefit of religion, for works of charity and for public worship, and of property of scientific research institutions maintained solely for pure research and without expectation of monetary gain or profit.  Based on the definition, the Commission believes it should be subject to the nonprofit corporation code.

 

Provisions

·                      Requires the signature of the statutory agent to be included in the Articles of Incorporation, thereby evidencing acceptance.

 

 

 

 

·                      Allows the Corporation Commission to administratively dissolve a corporation when there is a noncompliance with the filing requirements, a misrepresentation of a material matter, or failure to maintain a known place of business in Arizona.

·                      Permits an administrative dissolution when the corporation does not file the Certificate of Disclosure or answer interrogatories.

·                      Clarifies that Corporations Sole are subject to the provisions of the nonprofit corporation code.

 

HB 2027 was amended in the Commerce and Economic Development Committee:

·                      Establishes that the person comprising the corporation sole is the only director and officer unless otherwise contained in the articles of incorporation or bylaws.

·                      Contains conforming language.

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·                      44th Legislature                                                                                                                       

·                      Second Regular Session                       2                                                         January 24, 2001

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