House of Representatives

HB 2401

corporations; documentation

Sponsors: Hatch-miller, Laughter: Anderson, et al

 

DPA

Committee on Commerce and Economic Development

DP

Committee on Retirement and Government Operations

X

Caucus and COW

 

Third Read

 

 

As Passed the House

HB 2401 simplifies the process by which nonprofit electric cooperatives and corporations sole execute legal documents.  The bill allows a corporation changing its domicile to have the option of filing an application of authority to conduct business in the state rather than requiring it to do so.  Finally, HB 2401 contains numerous technical and conforming changes.

 

Current Status

HB 2401 was amended in the Commerce and Economic Development Committee: Clarifies language and stipulates that officers of the cooperative are immune from civil liability. HB 2401 passed the Retirement and Government Operations Committee unamended.

 

History

            The Arizona Corporation Commission (ACC), Corporations Division:

Ř      Grants corporate or limited liability company (LLC) status to businesses.

Ř      Issues licenses to foreign corporations and LLCs conducting business in Arizona.

Ř      Preserves corporate and LLC filings and annual reports.

 

Arizona law at one time mandated that proper execution of legal documents required the signature of two corporate officers as well as the affixation of the corporate seal.  There have been several changes to the statutes over the last decade that have simplified and modernized the process; however, the nonprofit electric cooperatives and corporations sole regulatory language have not undergone the aforementioned process to the degree of other sections of law.  HB 2401 makes changes to the code to further update the process for executing legal documents, makes technical, conforming and clarifying changes.                                                 

 

Provisions

·          Prohibits the ACC from charging a fee for filing a bankruptcy or interrogatory (this corrects an omission from a previous code revision).

·          Allows corporations changing their domicile the option of filing an application of authority. 

·          Clarifies that the ACC has the authority to administratively dissolve a corporation that fails to file statements of bankruptcy or receivership. 

·          Changes existing statute to parallel that of other corporations by allowing the director of a cooperative to resign.  Prescribes that the director must provide written notice to the board of directors, its presiding officer or the cooperative for the resignation to become effective.

·          Defines executed by the cooperative to mean: a signature (either manual or electronic) by an authorized party on behalf of the cooperative.

·          Amends current statute relating to Electric Cooperative Nonprofit Membership Corporations and Nonprofit Electric Generation and Transmission Cooperative Corporations incorporating the term executed by the cooperative.

·          Simplifies the process for Corporations Sole to execute deeds and other instruments by eliminating the requirement that such documents carry the corporation’s seal.

 

Amendments

HB 2401 was amended in the CED Committee as follows:

·          Clarifies the liability of members of the cooperative.

·          Prescribes that officers of the cooperative are immune from civil liability.

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·          45th Legislature                 

·          Second Regular Session      2          February 12, 2002

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