29-2602. Plan of division

294 words·~1 min read·/az/title-29/29-2602

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. A domestic entity may divide under this article by approving a plan of division. The plan of division must be in a record and contain all of the following:

1. The name and type of the dividing entity.

2. A statement as to whether the dividing entity will survive the division.

3. The name, jurisdiction of organization and type of each new resulting entity.

4. The manner of all of the following:

(a)Converting the interests in the dividing entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.

(b)Allocating between or among the resulting entities the property of the dividing entity that will not be owned by all of the resulting entities as tenants in common pursuant to section 29-2606, subsection A, paragraph 4 and those obligations of the dividing entity as to which not all of the resulting entities will be liable jointly and severally pursuant to section 29-2607.

(c)Distributing the interests in the resulting entities created in the division.

5. The proposed public organizational document, if any, of each new resulting entity and the full text of its private organizational documents that are proposed to be in a record.

6. If the dividing entity will survive the division and is a filing entity, any proposed amendments to its public organizational document.

7. If the dividing entity will survive the division, any proposed amendments to its private organizational documents that are in a record.

8. The other terms and conditions of the division, if any.

9. Any other provisions required by the laws of this state or the organizational documents of the dividing entity.

B. A plan of division may contain any other provision not prohibited by law.