ARIZONA STATE SENATE
Phoenix, Arizona
business entities
Transfers and renumbers
statutes that address the requirements of corporations sole and makes further
substantive and technical changes to statutes relating to corporations.
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.
Legislative changes made to
statutes pertaining to corporations in 1994 and 1997 inserted the provisions
for a corporation sole under the articles relating to miscellaneous
corporations. According to the Arizona
Corporation Commission (ACC), statutes are not clear enough to allow the
Commission to keep the necessary records of the activities of corporations
sole. H.B. 2027 transfers and renumbers
statutes relating to corporations sole and subjects them to many of the same
requirements as nonprofit corporations, including reporting, membership,
administrative, fee and dissolution requirements.
The Corporations Division within
the ACC grants corporate or limited liability company (LLC) status to
businesses organizing under Arizona law, issues licenses to foreign
corporations and LLCs doing business in Arizona, and maintains corporate and
LLC filings and annual reports. H.B.
2027 allows the ACC to maintain items such as the process of voluntary
dissolution for corporations and to enforce compliance for corporations and
LLCs that fail to file certificates of disclosure or respond to
interrogatories.
According to the ACC, there is no anticipated fiscal impact to the state general fund associated with this measure.
Provisions
1. Transfers and renumbers statutes relating to a corporation sole and subjects such corporations to the same statutory requirements as nonprofit corporations, including reporting, membership, administrative, fee and dissolution requirements.
2. Specifies that the person comprising the corporation sole is the only director and officer unless other designations are made in the articles or bylaws of the corporation sole.
3. Allows the ACC to dissolve a domestic corporation or domestic nonprofit corporation for the following reasons:
·
Any
misrepresentation of a material matter in any application, report, affidavit or
other document submitted.
·
A
failure to receive a notice from the IRS that all applicable taxes have been
paid and if the corporation has not published the articles of dissolution and
has failed to pay all applicable fees within six months of filing articles of
dissolution.
·
A
failure to file a certificate of disclosure or answer interrogatories
associated with corporations and associations.
4. Allows the ACC to start a proceeding to revoke the authority of a foreign corporation or foreign nonprofit corporation for the following reasons:
·
A
failure to maintain a known place of business.
·
Any
misrepresentation of a material matter in any application, report, affidavit or
other document submitted.
5. Allows the ACC to dissolve a domestic LLC or a foreign LLC for failure to respond to interrogatories.
6. Allows, instead of requires, the ACC to dissolve a domestic corporation or a domestic nonprofit corporation for the failure to file with the ACC within 60 days an amended certificate of disclosure setting forth certain required information.
7. Requires the articles of incorporation to include the statutory agent’s signature.
8. Requires licensed dentists to constitute a majority of the directors of a dental service corporation.
9. Makes technical and conforming changes.
10. Provides for a general effective date.
Amendments Adopted
by Committee of the Whole
Specifies that dentists must constitute a majority of the directors of the dental service corporation.
Prepared by Senate Staff
April 2, 2001