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Q: Where do I get assistance to deal with a corporation in which I own stock?
Differences of opinion may arise within corporations—between officers and directors, between officers or directors and shareholders, or among shareholders—over the direction of the corporation’s activities, or over how the corporation is governed by its officers and directors.
Generally, these types of issues do not fall under state "securities law" (that is, the Arizona Securities Act), but, in fact, concern matters that fall under state corporation law (that is, the Arizona Business Corporation Act, or “ABCA” for short). Securities laws generally focus on the legality of securities transactions (for example, what is either disclosed, or not disclosed, by the seller to the buyer during the course of a securities transaction), while corporation law focuses on actions taken by those who form the corporation and who oversee its business activities. The Securities Division enforces the Arizona Securities Act. The ABCA is within the province of the Corporations Division.
Anyone may view a corporation’s articles of incorporation, amendments to articles, merger documents, statements of bankruptcy, annual reports, and miscellaneous memos filed with the Corporations Division of the Arizona Corporation Commission. These documents, and the names of the officers, directors, and the statutory agent of a corporation, may be obtained from the Corporations Division’s website.
The ABCA does not give the Corporation Commission any authority to resolve the types of internal, corporation-related disputes. As is typical of most state corporation acts, the ABCA directs parties to the court system to seek resolution of their issues. Shareholders who believe that there may be an issue regarding the governance of a corporation should confer with private legal counsel experienced in corporation law. Find a list of attorney referral resources here.
Any questions concerning corporations, officers and directors, and shareholders' rights can be answered by reviewing the ABCA. The ABCA §§ 10-120 through 10-11807) can be reviewed at the Arizona State Legislature’s website.
The information provided on this website is not comprehensive, is not offered as legal advice, and is not a substitute for competent legal counsel. The Securities Division provides this information to give you an overview of the topics discussed. You should not rely on the accuracy of this information, but should carefully review all applicable statutes and regulations with the assistance of legal counsel.