Arizona Limited Liability Act

LLCs in Arizona must adhere to the state's limited liability law.

The Arizona Limited Liability Company Act is a part of the Arizona Revised Statutes. One or more persons can form an LLC in the state. The Arizona Corporations Commission approves and enforces the act. All forms needed for business owners to form an LLC, in accordance with state law, are available online.

Name Requirements

In Arizona, the name of an LLC must contain the words "limited company," "limited liability company" or an abbreviation of those words. The state prohibits LLCs from including words that will mislead consumers into thinking the company is a bank, trust, corporation or credit union. An LLC name must be distinct from any other registered business in Arizona. Business owners who are in the planning stages of filing an LLC can reserve a name, for 120 days, to prevent someone else from using it. In 2009, the Arizona state legislature amended the LLC law making name reservations nonrenewable.

Statutory Agent

All LLCs in Arizona must continuously maintain a statutory agent to receive services of processing documents for the company. The statutory agent may be an individual who is an Arizona resident or a company authorized to transact business in the state. If any information about the LLC's statutory agent changes, the company must notify the corporations commission.

Formation

The primary document needed to file an LLC in Arizona is called the "Articles of Organization." It can be downloaded from the state's website. Per state law, it includes basic details about the LLC including the name of the statutory agent, management structure, the names of managers or member managers and any relevant information the LLC wants to include in the document. If any information on the document changes, the LLC must file an amendment with the state. If there is a mistake on the articles, the LLC must file a correction. If an LLC decides to dissolve, the company must file articles of termination with the state.

Members and Managers

The act outlines provisions that should be included in an operating agreement including member and manager responsibilities regarding voting, removal, withdrawal, dispute resolution, profits and losses, transfer of interest, and other topics. If an LLC is member managed, the LLC must notify the state when there are changes in the list of members.

Mergers

One or more LLCs in Arizona can merge with each other, or other types of business entities. Merger plans must be approved by all members unless otherwise specified in the operating agreement. The merged company must file articles of merger with the state.

Publication Requirements

After an LLC is registered and approved by the state, the company must publish its articles of organization in a general circulation newspaper in the county where the LLC is located. The state provides a list of acceptable newspapers along with the approval notice. The publication must be made within 60 days of approval.

References

• Arizona State Legislature: Title 29 - Partnership
• Arizona Corporation Commission: Summary of Changes in Corporations and LLC Statutes Made by HB2199
• Arizona Corporation Commission: Corporate Filings: Forms Packets
• Arizona Corporation Commission: General Filing Instructions for LLC's and Professional LLC's
• Arizona Corporation Commission: Frequently Asked Questions

Resources

• Arizona Corporation Commission: Arizona Corporation Commission Naming Standards
• Arizona Corporation Commission: Application for Reservation of a Corporate Name