ARIZONA STATE SENATE
Phoenix, Arizona
corporations;
documentation
Purpose
Updates the manner in which various legal documents are to be executed for nonprofit electric cooperatives and corporations sole.
Background
The Corporations Division within the Arizona Corporation Commission (ACC) grants corporate or limited liability company (LLC) status to businesses organizing under the Arizona law, issues licenses to foreign corporations and LLCs doing business in Arizona and maintains corporate and LLC filings and annual reports.
According to the ACC, Arizona law at one time required nonprofit and for-profit corporations to affix their corporate seal and obtain signatures from two corporate officers in the execution of legal documents. By the early 1990s, state law had simplified this process for most business entities, except for nonprofit electric cooperatives and corporations sole, by requiring only one signature from a duly authorized officer. H.B. 2401 updates the manner in which various legal documents are to be executed for nonprofit electric cooperatives and corporations sole.
There is no anticipated fiscal impact to the state general fund associated with this measure.
Provisions
1. Precludes the ACC from charging fees for bankruptcy filings and interrogatories.
2. Allows corporations changing their domicile the option of filing an application for authority to transact business in Arizona.
3. Allows the ACC to administratively dissolve corporations for failing to file the required statement of bankruptcy or receivership.
4. Replaces the requirements for executing various legal documents with a signatory procedure by an authorized party on behalf of the cooperative. Defines “executed by the cooperative” as executed by manual or facsimile signature on behalf of the cooperative by a duly authorized officer or by the receiver or trustee.
5. Allows a director of a cooperative to resign at any time by delivering written notice to the board of directors, its presiding officer or the cooperative. Specifies the resignation is effective upon delivery of the notice unless a later effective date or event is specified.
6. Extends immunity from civil liability to officers of a cooperative.
7. Expands the nonliability of members of a cooperative to include acts, liabilities and obligations of a cooperative.
8. Eliminates the requirement for corporations sole that all deeds and other documents be sealed with the seal of the corporation.
9. Makes technical and conforming changes.
10. Provides for a general effective date.
CED 2/4/02 DPA 7-0-0-3
RGO 2/12/02 DP 7-0-0-3
3rd Read 3/28/02 51-2-7-0
Prepared by Senate Staff
April 5, 2002