Source: https://www.azleg.gov/arsDetail/?title=10 (official Arizona State Legislature site). Retrieved 2026-07-07. Section range: Sec: 10-1101-10-1105. 5 sections.
10-1101. Definitions
A. In this article, unless the context otherwise requires:
1. "Plan" means a plan of merger, interest exchange, conversion, domestication or division.
2. "Transaction" means a merger, an interest exchange, a conversion, a domestication or a division.
B. Except for terms defined in chapters 1 through 17 of this title or unless the context otherwise requires, terms used in this article have the same meanings prescribed in section 29-2102.
10-1102. Entity restructuring transactions
A. If the board of directors of a domestic corporation adopts a plan and, if required by section 10-1103, the shareholders approve a plan, the domestic corporation may be a party to or otherwise undertake a transaction by adopting a plan and complying with this article and the following:
1. With respect to a merger, title 29, chapter 6, article 2.
2. With respect to an interest exchange, title 29, chapter 6, article 3.
3. With respect to a conversion, title 29, chapter 6, article 4.
4. With respect to a domestication, title 29, chapter 6, article 5.
5. With respect to a division, title 29, chapter 6, article 6.
B. The effective time and date of the transaction are as provided in title 29, chapter 6. Except as expressly set forth in this article, the procedures regarding the effect of and all other aspects of the transaction are governed by title 29, chapter 6.
C. This section does not limit the power of a corporation to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.
10-1103. Action on plan
A. Except as provided in subsection G of this section, after adopting a plan, the board of directors of a domestic corporation that is a party to or that is otherwise undertaking the transaction and, in the case of a domestic corporation whose shares will be acquired in an interest exchange, the board of directors of the corporation whose shares will be acquired in the interest exchange shall submit the plan for approval by its shareholders.
B. For a plan to be approved, both:
1. The board of directors shall recommend the plan to the shareholders, unless the board of directors determines that because of a conflict of interest or other special circumstances it should not make a recommendation and communicates the basis for its determination to the shareholders with the plan.
2. The shareholders entitled to vote on the plan shall approve the plan.
C. The board of directors may condition its submission of the plan on any basis.
D. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting at which the plan is to be submitted for approval in accordance with section 10-705. The notice shall state that the purpose or one of the purposes of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan.
E. Unless chapters 1 through 17 of this title, the articles of incorporation or the board of directors acting pursuant to subsection C of this section requires a greater vote or a vote by voting groups, the plan to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
F. Separate voting by voting groups is required:
1. On a plan, other than a plan of interest exchange, if either:
(a) The plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under section 10-1004.
(b) One or more voting groups are entitled under the articles of incorporation to vote as a voting group on the plan.
2. On a plan of interest exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.
G. Unless the articles of incorporation otherwise require, action by the shareholders of a domestic corporation that is the surviving corporation on a plan of merger is not required if all of the following conditions exist:
1. The articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in section 10-1002, from its articles of incorporation before the merger.
2. Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares with identical designations, preferences, limitations and relative rights immediately after the effective date of the merger.
3. The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty per cent the total number of voting shares of the surviving corporation outstanding immediately before the merger.
4. The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty per cent the total number of participating shares outstanding immediately before the merger.
H. For the purposes of subsection G of this section:
1. "Participating shares" means shares that entitle their holders to participate without limitation in distributions.
2. "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.
10-1104. Merger or other transaction involving subsidiary
A. A parent entity owning at least ninety per cent of the outstanding shares of each class of a subsidiary domestic corporation may merge the subsidiary into itself, cause the conversion, domestication or division of the subsidiary or cause the shares of the subsidiary to be acquired in an interest exchange without approval of the interest holders of the parent or the shareholders of the subsidiary.
B. The governors of the parent shall adopt a plan that complies with title 29, chapter 6.
C. The parent shall mail a copy or summary of the plan to each shareholder, other than the parent, of the subsidiary who does not waive the mailing requirement in writing.
D. The parent may not deliver a statement of merger or other transaction to the commission for filing until at least thirty days after the date it mailed a copy of the plan to each shareholder of the subsidiary who did not waive the mailing requirement.
E. A statement of merger or other transaction in connection with a transaction that is governed by this section shall not contain amendments to the public organizational document of the parent entity.
10-1105. Statement of merger or interest exchange; publication or posting
Within sixty days after the commission approves the filing of a statement of merger or statement of interest exchange, either of the following must occur:
1. A copy of the statement of merger or statement of interest exchange shall be published. An affidavit evidencing the publication may be filed with the commission.
2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.