SB 1353 — limited liability company act; revisions

SB1353Chapter 0168 - 532R - S Ver  of SB1353     Senate Engrossed         State of Arizona Senate Fifty-third Legislature Second Regular Session       CHAPTER   SENATE BILL 1353       AN ACT   amending sections 10‑122.01 and 10‑130, Arizona Revised Statutes;

2.  The commission shall spend monies in the fund for a part of the general administrative and legal expenses of the commission and to purchase, install and maintain an improved data processing system on the premises of the commission. commission. The data processing system shall be designed to allow direct online access by any person at a remote location to all public records that are filed with the commission pursuant to this title and title 29, chapter 4.

 The data processing system shall be designed to allow direct online access by any person at a remote location to all public records that are filed with the commission pursuant to this title and title 29, chapter 4.

B.  The commission shall establish and maintain a database for documents filed pursuant to sections 10‑203, 10‑1006, 10‑1007, 10‑1008, 10‑1105, 10‑1403, 10‑1503, 10‑1520, 10‑2077, 10‑2143, 10‑3203, 10‑11006, 10‑11007, 10‑11008, 10‑11105, 10‑11403, 10‑11503, 10‑11520, 29‑633, 29‑635, and 29‑754, 29‑3201, 29‑3202 and 29-4005.  The database shall only include documents that are filed for an entity a corporation with a known place of business that is located in a county with a population of more than eight hundred thousand persons and for a limited liability company whose statutory agent's street address is located in a county with a population of more than eight hundred thousand persons.persons.  The commission shall post the database on its website to allow the public to search for business information, including an entity's name, approval date and county of the known place of business.  The information must be maintained in the database for at least ninety days.  The commission may charge a fee to any entity for information entered into the database pursuant to this subsection.

 The commission shall post the database on its website to allow the public to search for business information, including an entity's name, approval date and county of the known place of business.  The information must be maintained in the database for at least ninety days.  The commission may charge a fee to any entity for information entered into the database pursuant to this subsection.

C.  On filing by the commission of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.END_STATUTEeffect. START_STATUTE29-3209.  Correcting filed record A.  A person on whose behalf a filed record was delivered to the commission for filing may correct the record if any of the following applies:

END_STATUTE START_STATUTE29-3209.  Correcting filed record A.  A person on whose behalf a filed record was delivered to the commission for filing may correct the record if any of the following applies:

C.  Subject to any qualification stated in the certificate, a certificate issued by the commission under subsection A of this section may be relied on as conclusive evidence of the facts stated in the certificate.END_STATUTEcertificate. START_STATUTE29-3212.  Interrogatories by the commission;

informationEND_STATUTE disclosedSTART_STATUTE29-3212.  Interrogatories by interrogatories A.  The commission may propound to any limited liability company, registered foreign limited liability company, designating foreign company or registered foreign series and to any member or manager of the companycommission; or series interrogatories as may be reasonably necessary and proper to enable the commission to ascertain whether the company or series complied with all applicable provisions of this chapter.

 Theinformation disclosed by interrogatories A.  The commission may propound to any limited liability company, registered foreign limited liability company, designating foreign company or registered foreign series and to any member or manager of the company or series interrogatories as may be reasonably necessary and proper to enable the commission to ascertain whether the company or series complied with all applicable provisions of this chapter.  The interrogatories shall be answered within thirty days after the mailing of the interrogatories or within an additional time fixed by the commission, and the answers to the interrogatories shall be full and complete and shall be made in writing and under penalty of perjury.  If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to a company or foreign series they shall be answered by a member, if the company or foreign series is a member-managed company or foreign series, or by a manager, if the company or foreign series is a manager-managed company or foreign series.  The commission is not required to file any document to which the interrogatories relate until the interrogatories have been answered as provided in this section or if the answers to the interrogatories disclose that the document is not in conformity with this chapter.  The commission shall certify to the attorney general, for such action as the attorney general deems appropriate, all interrogatories and answers to the interrogatories that disclose a violation of any of the provisions of this chapter.

3.  The act of each manager done in the ordinary course of the company's activities and affairs binds the company unless the acting manager has in fact no authority to act for the company in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.END_STATUTEauthority. START_STATUTE29-3302.  [Reserved]END_STATUTE START_STATUTE29-3303.  [Reserved]END_STATUTE START_STATUTE29-3304.  Liability of members and managers A.  A debt, obligation or other liability of a limited liability company is solely the debt, obligation or other liability of the company.  A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other liability of the company or for the acts or omissions of any other member, manager, agent or employee of the company, solely by reason of being or acting as a member or manager.  This subsection applies regardless of the dissolution of the company.

END_STATUTE START_STATUTE29-3302.  [Reserved]END_STATUTE START_STATUTE29-3303.  [Reserved]END_STATUTE START_STATUTE29-3304.  Liability of members and managers A.  A debt, obligation or other liability of a limited liability company is solely the debt, obligation or other liability of the company.  A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other liability of the company or for the acts or omissions of any other member, manager, agent or employee of the company, solely by reason of being or acting as a member or manager.  This subsection applies regardless of the dissolution of the company.

        APPROVED BY THE GOVERNOR APRIL 10, 2018.

  FILED IN THE OFFICE OF THE SECRETARY OF STATE APRIL 10, 2018.