Section 1
The Arizona Revised Statutes related to Resesrvation of Name, Specified Office and Agent, Records to be Kept and Limited Partnership as a Limited Liability Partnership.

SECTION 1 
Arizona Revised Statutes 

29-301. Definitions

In this chapter, unless the context otherwise requires:

1. "Certificate of limited partnership" means the certificate referred to in section 29-308, and the certificate as amended or restated.

2. "Contribution" means any cash, property, services rendered, or promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.

3. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 29-323.

4. "Foreign limited partnership" means a partnership formed under the laws of any state or other jurisdiction other than this state and having as partners one or more general partners and one or more limited partners.

5. "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

6. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

7. "Limited partnership" and "domestic limited partnership" means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.

8. "Partner" means a limited or general partner.

9. "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

10. "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

11. "Person" means a natural person, partnership, domestic or foreign limited partnership, trust, estate, association, corporation or entity.

12. "State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

29-303. Reservation of name

A. The exclusive right to the use of a name may be reserved by:

1. Any person intending to organize a limited partnership under this act and to adopt that name;

2. Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;

3. Any foreign limited partnership intending to register in this state and adopt that name; and

4. Any person intending to organize a foreign limited partnership and intending to have it registered in this state and adopt that name.

B. The reservation shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name, the same applicant may not again reserve the same name until more than sixty days after the expiration of the last one hundred twenty day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.

29-304. Specified office and agent

A. Each limited partnership shall continuously maintain in this state:

1. An office, which may but need not be a place of its business in this state, at which shall be kept the records required by section 29-305 to be maintained; and

2. An agent for service of process on the limited partnership, which agent shall be an individual resident of this state, a domestic corporation or a foreign corporation authorized to do business in this state. A statutory agent of a limited partnership may resign as agent by delivering a written notice to the secretary of state and mailing a copy of the notice to the partnership at its last known address. The appointment of the agent terminates thirty days after receipt of the notice by the secretary of state or on the appointment of a new statutory agent, whichever occurs first.

B. If a limited partnership fails to appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the agent's address, the secretary of state is an agent of the limited partnership on whom process, notice or demand may be served.

C. If the secretary of state accepts service of process, notice or demand pursuant to subsection B of this section, the secretary of state shall forward by certified mail, the summons and the complaint to the limited partnership at the address on file with the secretary of state at the time of service.

D. The secretary of state is not liable for any damages incurred by the limited partnership if the limited partnership does not receive the summons and complaint.

29-305. Records to be kept

A. Each limited partnership shall keep at the office referred to in section 29-304, paragraph 1 the following:

1. A current list of the full name and last known business address of each partner separately identifying the general partners in alphabetical order and the limited partners in alphabetical order;

2. A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;

3. Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the three most recent years;

4. Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and

5. Unless contained in a written partnership agreement, a writing setting out:

(a) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and that each partner has agreed to contribute;

(b) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(c) Any right of a partner to receive, or of a general partner to make, distributions to a partner that include a return of all or any of the partner's contribution; and

(d) Any events on the happening of which the limited partnership is to be dissolved and its affairs wound up.

B. Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.

Section 2
The Arizona Revised Statutes related to Definitions, Business Transactions of Member or Manager with Limited Liability Company, Gereral Powers of a Domestic Limited Liablity Company, Articles of Organization, Formation of a Limited Liability Company, Member of Manager as Agent

                                              
                                            SECTION 2 
                               Arizona Revised Statutes 

  29-601. DefinitionsIn this chapter, unless the context otherwise requires:

1. "Articles of organization" means the initial articles of organization as amended or restated from time to time.

2. "Assignee" means any person who acquires in any manner the ownership of an interest in a limited liability company and who has not been admitted as a member.

3. "Capital contribution" means cash, other property, the use of property, services rendered or any other valuable consideration transferred to a limited liability company as consideration for issuing an interest in a limited liability company.

4. "Commission" means the corporation commission.

5. "Court" includes any court and judge with jurisdiction in the case.

6. "Domestic limited liability company" or "limited liability company" means a limited liability company organized and existing under this chapter.

7. "Event of withdrawal" means an event that causes a person to cease to be a member as provided in section 29-733.

8. "Executed" means executed by manual or facsimile signature on behalf of the limited liability company by a duly authorized member if management of the limited liability company is reserved to the members or manager if management of the limited liability company is vested in a manager, or if the limited liability company is in the hands of a receiver or trustee, by the receiver or trustee.

9. "Filing" means the commission completing the following procedure with respect to any document delivered for that purpose:

(a) Determining that the filing fee requirements of this chapter have been satisfied.

(b) Determining that the document appears in all respects to conform to the requirements of this chapter.

(c) On making the determinations required by this paragraph, endorsement of the word "filed" with the applicable date on or attached to the document and the return of copies to the person who delivered the document or the person's representative.

10. "Foreign limited liability company" means either:

(a) An unincorporated entity or association that is owned by one or more persons that have limited liability for the debts of the business, other than a partnership or trust, and that is formed under the laws of a jurisdiction other than this state for any lawful purpose, including the rendering of professional services as defined in that jurisdiction.

(b) An entity or unincorporated association that is formed under the laws of a jurisdiction other than this state for any lawful purpose, including the rendering of professional services as defined in that jurisdiction, and that is characterized as a limited liability company by those laws.

11. "Initial articles of organization" means the articles of organization filed with the commission at the time a limited liability company is formed, including articles of organization that are corrected to conform to the filing provisions of this chapter pursuant to section 29-634, subsection B, paragraph 2.

12. "Member" means a person who is admitted as a member in a limited liability company pursuant to this chapter until an event of withdrawal occurs with respect to the person and, if reference is made to members, that reference means a member in the case of a limited liability company that has a single member.

13. "Member's interest", "interest in a limited liability company" or "interest in the limited liability company" means a member's share of the profits and losses of a limited liability company and the right to receive distributions of limited liability company assets.

14. "Operating agreement" means either:

(a) Any written or oral agreements among all members concerning the affairs of a limited liability company or the conduct of its business.

(b) In the case of a limited liability company that has a single member, any written or oral statement of the member made in good faith purporting to govern the affairs of a limited liability company or the conduct of its business as of the effective time of the statement.

15. "Person" includes any individual, general partnership, limited partnership, domestic or foreign limited liability company, corporation, trust, business trust, real estate investment trust, estate and other association.

16. "Real property" includes land, any interest, leasehold or estate in land and any improvements on it.

17. "State" means a state, possession or territory of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

29-608. Business transactions of member or manager with limited liability company

Except as provided in an operating agreement, a member or manager may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same rights and obligations with respect to those transactions as a person who is not a member or manager.

29-610. General powers of a domestic limited liability company

A. A domestic limited liability company may:

1. Sue and be sued, complain and defend in its name and in all courts.

2. Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real property or personal property, or any interest in real or personal property, wherever located.

3. Sell, convey, mortgage, pledge, create a security interest in, lease, exchange, transfer, option and otherwise dispose of any of its assets.

4. Lend money to and otherwise assist its members, managers, employees, officers and agents.

5. Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of other domestic or foreign limited liability companies, corporations, nonprofit corporations, associations, general or limited partnerships, trusts, business trusts or individuals or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of the foregoing.

6. Make contracts, including contracts of guaranty, suretyship and indemnification, incur liabilities, borrow money at such rates of interest as the limited liability company may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage, deed of trust, security agreement, pledge or other encumbrance of any of its assets.

7. Lend money for any lawful purpose, invest and reinvest its monies and take and hold real property and personal property as security for payment of monies so loaned or invested.

8. Conduct its business, carry on its operations, have offices and exercise the powers granted by this chapter within or without this state.

9. Elect or appoint officers, assistant officers, representatives and agents of the limited liability company, define their duties and fix their compensation.

10. Make donations for the public welfare or for charitable, scientific or educational purposes.

11. Be a member, promoter, incorporator, general partner, limited partner, associate or manager of any corporation, partnership, domestic or foreign limited liability company, joint venture, trust or other enterprise.

12. Pay pensions and establish pension plans, pension trusts, profit-sharing plans, profit-sharing trusts, equity bonus plans, equity option plans and other incentive plans for any of its members, managers, employees, officers and agents or any of the directors, officers, members, managers, employees and agents of its affiliates.

13. Indemnify a member, manager, employee, officer or agent or any other person.

14. Do every other act and have and exercise all powers that are consistent with law and that are appropriate to promote and attain its purposes.

B. A limited liability company in its articles of organization may deny, limit or otherwise reduce in any lawful manner any of the powers set forth in subsection A.

C. Unless denied, limited or otherwise reduced, the powers enumerated in this section are to be construed broadly.

29-632. Articles of organization

A. The articles of organization shall state:

1. The name of the limited liability company.

2. The name, street address in this state and signature of the agent for service of process required to be maintained by section 29-604.

3. The address of the company's known place of business in this state, if different from the street address of the company's statutory agent.

4. The latest date, if any, on which the limited liability company must dissolve.

5. Either of the following statements:

(a) Management of the limited liability company is vested in a manager or managers.

(b) Management of the limited liability company is reserved to the members.

6. The name and address of either of the following:

(a) If management of the limited liability company is vested in a manager or managers, each person who is a manager of the limited liability company and each member who owns a twenty per cent or greater interest in the capital or profits of the limited liability company.

(b) If management of the limited liability company is reserved to the members, each person who is a member of the limited liability company.

B. The articles of organization may include any other provision that is consistent with law, including any provisions under this chapter that are required or permitted to be set out in an operating agreement of the limited liability company.

C. It is not necessary to set out in the articles of organization any of the powers enumerated in this chapter.

29-635. Formation of limited liability company

A. Except as provided in section 29-634, subsection C, a limited liability company is formed when the articles of organization are delivered to the commission for filing, even if the commission is unable to make the determination required for filing by section 29-634, subsection A at the time of delivery. If the articles of organization, as delivered to the commission, do not conform to the filing provisions of this chapter and are not brought into conformance within the time period prescribed by section 29-634, subsection B, paragraph 2, the existence of the limited liability company terminates at the end of the time period.

B. A copy of the articles of organization that is filed with the commission and that is stamped "filed" and marked with the filing date is conclusive evidence that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been legally organized and formed under this chapter. A limited liability company continues perpetually unless otherwise provided in its articles of organization or operating agreement or until the limited liability company is dissolved and terminated in accordance with this chapter.

C. Within sixty days after the commission has approved the filing there shall be published in a newspaper of general circulation in the county of the known place of business, for three consecutive publications, a notice of the filing of such articles of organization consisting of the information required in section 29-632, subsection A, paragraphs 1, 2, 3, 5 and 6. An affidavit evidencing publication shall be filed within ninety days after approval by the commission of the filing of the articles of organization.

29-654. Member or manager as agent

A. Unless the articles of organization of a limited liability company provide that management is vested in one or more managers:

1. Each member is an agent of the limited liability company for the purpose of carrying on its business in the usual way.

2. The act of each member, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business of the limited liability company of which he is a member binds the limited liability company unless the acting member has in fact no authority to act for the limited liability company in the particular matter and the person with whom he is dealing has knowledge of the fact that the member has no such authority.

B. If the articles of organization of a limited liability company provide that management is vested in one or more managers:

1. A member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member except to the extent that authority has been delegated to the member by the sole manager or managers or by the provisions of an operating agreement.

2. Each manager is an agent of the limited liability company for the purpose of carrying on its business in the usual way.

3. The act of each manager, including the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business of the limited liability company of which he is a manager binds the limited liability company unless the acting manager has in fact no authority to act for the limited liability company in the particular matter and the person with whom he is dealing has knowledge of the fact that the manager has no such authority.

C. An act of a member or manager that is not apparently for carrying on the business of the limited liability company in the usual way does not bind the limited liability company unless authorized in fact by the limited liability company in the particular matter.

D. An act of any member, manager, employee, officer or other agent of a limited liability company in violation of a restriction on authority does not bind the limited liability company to persons with knowledge of the restriction.