Articles of Organization
To form an LLC in Arizona, articles of organization must be filed with the Arizona Corporation Commission. State law requires that certain information be included in your articles of organization. This information must include:
- The LLC name
- The name, street address in the state and signature of the registered agent for service of process
- 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
- The latest date, if any, on which the limited liability company must dissolve
- Either of the following statements: (a) Management of the limited liability company is vested in a manager or managers or (b) Management of the limited liability company is reserved to the members
- 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 or (b) If management of the limited liability company is reserved to the members, each person who is a member of the limited liability company
- 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 LLC
Your LLC is considered organized as of the date the signed articles of organization are delivered for filing by one or more persons (who need not be members) with the Commission. A copy of the articles of organization that is stamped “filed” and marked with the filing date is conclusive evidence of compliance and organization.
Within sixty days after filing, a notice that the articles of organization have been filed must be published in a newspaper of general circulation in the county of the LLC, for three consecutive publications. An affidavit that proves publication must be filed within 90 days after filing of the articles of organization.
Additionally, forming an LLC generally requires inclusion and/or consideration of the following:
Articles of organization must be signed and delivered to the state for filing by organizers. Arizona requirements for organizers are summarized below:
- Minimum Number of Organizers: One or more
- Eligibility Requirements: An organizer may be any individual, general partnership, limited partnership, domestic or foreign limited liability company, corporation, trust, business trust, real estate investment trust, estate and other association
LLC members may adopt an operating agreement for the company, that is not contrary to law, regulating the business and affairs, duties and powers of its members, managers, officers, employees or agents. It may also be amended and repealed. The articles of organization may contain restrictions or prohibitions on this power of the members to adopt, amend, or repeal an operating agreement.
Unless otherwise provided in an operating agreement, any action may be taken by the members or managers, as the case may be, by a consent in writing, stating the action so taken and signed by that percentage or number of the members or managers, as the case may be, required by an operating agreement to take or approve the action.
A limited liability company must have members. Requirements:
- Minimum Number of Members: One or more
- Eligibility Requirements: A member must be a person
- Procedure for Membership: The person may acquire an interest in the LLC either
- Directly from the company, by being identified as a member in the initial articles or
- Being identified as a member in and signing in person or by an attorney-in-fact an operating agreement or being identified as a member in a written statement certified by each of the managers identified in the initial articles of organization
- After the articles are filed, a person may be admitted:
- If a person is acquiring an interest in the limited liability company directly from the limited liability company, under the applicable provisions of an operating agreement, or on the consent of all members and
- If the person is an assignee of all or part of a member’s interest in a limited liability company, on the terms provided in an operating agreement or on the approval or consent of all members
Resignation of Membership
Certain prohibitions exist surrounding the ability of a member to resign from the company.
- A member may not resign from a limited liability company except in accordance with the operating agreement of the company
- Unless an operating agreement of the company provides otherwise, a member may not resign from a limited liability company before the dissolution and winding up of the limited liability company
- An LLC may pursue certain remedies against a resigning member if the resignation violates an operating agreement of the company
- Unless otherwise provided in an operating agreement of the company and except for termination, after a member resigns from a limited liability company, the former member’s rights become those of an assignee