5 chapters · 284 sections in this title.
A.R.S. § 29-3101 Short title
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This chapter may be cited as the "Arizona limited liability company act".
A.R.S. § 29-3102 Definitions
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In this chapter, unless the context otherwise requires: 1. "Articles of organization" means the articles required by section 29-3201. Articles of organization includes the articles as amended or restated. 2. "Commission" means the corporation commission. 3. "Contribution" means p…
A.R.S. § 29-3103 Knowledge; notice
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A. A person knows a fact if the person either: 1. Has actual knowledge of the fact. 2. Is deemed to know the fact under law other than this chapter. B. A person has notice of a fact if the person either: 1. Has reason to know the fact from all of the facts known to the person at …
A.R.S. § 29-3104 Governing law
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The law of this state governs both of the following: 1. The internal affairs of a limited liability company. 2. The liability of a member as member and a manager as manager for a debt, an obligation or another liability of a limited liability company.
A.R.S. § 29-3105 Operating agreement; scope, function and limitations
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A. Except as otherwise provided in subsections C and D of this section: 1. The operating agreement governs all of the following: (a) Relations among the members as members and between the members and the limited liability company. (b) The rights and duties under this chapter of a…
A.R.S. § 29-3106 Operating agreement; effect on limited liability company and persons becoming members; preformation agreement
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A. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. B. A person that becomes a member is deemed to assent to the operating agreement. C. Two or more persons intendi…
A.R.S. § 29-3107 Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company
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A. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified conditio…
A.R.S. § 29-3108 Nature, purpose and duration of limited liability company
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A. A limited liability company is an entity distinct from its member or members. B. Except as provided in subsections C and D of this section, a limited liability company may have any lawful purpose, regardless of whether the purpose is for profit. C. A limited liability company …
A.R.S. § 29-3109 Powers
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A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
A.R.S. § 29-3110 Application to existing relationships
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A. Before September 1, 2020, this chapter applies only to the following: 1. A limited liability company that is formed, converted or domesticated on or after September 1, 2019 or a registered foreign limited liability company that is registered in this state on or after September…
A.R.S. § 29-3111 Supplemental principles of law and equity
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Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
A.R.S. § 29-3112 Permitted names
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A. The name of a limited liability company must contain the phrase "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC" in uppercase or lowercase letters. B. Except as otherwise provided in subsection D of this section, the name of …
A.R.S. § 29-3113 Reservation of name
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A. A person may reserve the exclusive use of a name that complies with section 29-3112 by delivering an application to the commission for filing. The application must state the name and address of the applicant and the name to be reserved. If the commission finds that the name is…
A.R.S. § 29-3114 Registration of name by a foreign limited liability company
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A. A foreign limited liability company not registered to do business in this state under article 9 of this chapter may register its name, or an alternate name adopted pursuant to section 29-3906, if the name is distinguishable on the records of the commission or the secretary of …
A.R.S. § 29-3115 Statutory agent
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A. Each limited liability company and each registered foreign limited liability company shall designate and maintain a statutory agent in this state. Unless the statutory agent signed the document making the appointment, the appointment of a statutory agent is not effective until…
A.R.S. § 29-3116 Statement of change
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A. A limited liability company or registered foreign limited liability company may change its statutory agent, its principal address, the address of one or more of its managers or members or the address of its statutory agent by delivering to the commission for filing a statement…
A.R.S. § 29-3117 Resignation of statutory agent
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A. A statutory agent may resign as an agent for a limited liability company or registered foreign limited liability company by delivering to the commission for filing a statement of resignation that states all of the following: 1. The name of the company or foreign company. 2. Th…
A.R.S. § 29-3118 Change of name or address by statutory agent
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A. If a statutory agent changes its name or address, the agent may deliver to the commission for filing a statement of change that states all of the following: 1. The name of the limited liability company or registered foreign limited liability company represented by the statutor…
A.R.S. § 29-3119 Service of process, notice or demand
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A. A limited liability company or registered foreign limited liability company may be served with any process, notice or demand required or permitted by law by serving its statutory agent. B. If a limited liability company or registered foreign limited liability company ceases to…
A.R.S. § 29-3120 Delivery of record
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A. Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice and electronic transmission. B. Delivery to the commission is effective only when a record is received by the commission.
A.R.S. § 29-3121 Reservation of power to amend or repeal
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The legislature of this state has the power to amend or repeal all or any part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.
A.R.S. § 29-3122 Powers of commission
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The commission has the power reasonably necessary to administer this chapter efficiently and to perform the duties imposed on the commission under this chapter.
A.R.S. § 29-3123 Taxation
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A limited liability company established or a foreign limited liability company transacting business in this state pursuant to this chapter shall pay the taxes that are imposed by the laws of this state or any political subdivision of this state on domestic and foreign limited par…
A.R.S. § 29-3201 Formation of limited liability company; articles of organization
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A. One or more persons may act as organizers to form a limited liability company by delivering to the commission for filing the articles of organization. B. The articles of organization must state all of the following: 1. The name of the limited liability company that complies wi…
A.R.S. § 29-3202 Amendment or restatement of articles of organization
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A. The articles of organization may be amended or restated at any time, including to: 1. Change the name of the limited liability company. 2. Change from a member-managed limited liability company to a manager-managed limited liability company or from a manager-managed limited li…
A.R.S. § 29-3203 Signing of records to be delivered for filing to the commission
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A. A record delivered to the commission for filing pursuant to this chapter must be signed as follows: 1. Except as otherwise provided in paragraphs 2 and 3 of this subsection, a record signed by a limited liability company, foreign limited liability company or foreign series mus…
A.R.S. § 29-3204 Signing and filing pursuant to judicial order
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A. If a person required by this chapter to sign a record or deliver a record to the commission for filing under this chapter does not do so, any other person that is aggrieved may petition a court of competent jurisdiction to order any of the following: 1. The person to sign the …
A.R.S. § 29-3205 Liability for inaccurate information in filed record
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A. If a record that is delivered to the commission for filing under this chapter and that is filed by the commission contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: 1. A person that signed the recor…
A.R.S. § 29-3206 Filing requirements
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A. To be filed by the commission pursuant to this chapter, a record must be received by the commission, comply with this chapter and satisfy the following: 1. The filing of the record must be required or allowed by this chapter. 2. The record must be physically delivered in writt…
A.R.S. § 29-3207 Effective date and time
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A. Except as otherwise provided in section 29-3208 and subject to section 29-3209, subsection D, a record filed under this chapter is effective: 1. On the date and at the time of its delivery to the commission, as provided in subsection B of this section or section 29-3210, subse…
A.R.S. § 29-3208 Withdrawal of filed record before effectiveness
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A. Except as otherwise provided in sections 29-2204, 29-2304, 29-2404, 29-2504 and 29-2604, a record delivered to the commission for filing may be withdrawn before it takes effect by delivering to the commission for filing a statement of withdrawal. B. A statement of withdrawal m…
A.R.S. § 29-3209 Correcting filed record
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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: 1. The record at the time of filing was inaccurate. 2. The record was defectively signed. 3. The electronic transmission of the record to …
A.R.S. § 29-3210 Duty of commission to file; refusal to file; delivery of record by commission
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A. The commission shall file a record that is delivered to the commission for filing and that satisfies this chapter. The duty of the commission under this section is ministerial. B. When the commission files a record, the commission shall record the record as filed on the date a…
A.R.S. § 29-3211 Certificate of good standing or registration
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A. On request of any person, and after payment of the requisite fee, the commission shall issue a certificate of good standing for a limited liability company or a certificate of registration for a registered foreign limited liability company or a registered foreign series if the…
A.R.S. § 29-3212 Interrogatories by the commission; information disclosed by interrogatories
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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 …
A.R.S. § 29-3213 Fees; filing services; definition
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A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, the following nonrefundable fees when the following documents are delivered to the commission: 1. The initial articles of organization, fifty dollars. 2. A foreign registration statement, one hun…
A.R.S. § 29-3301 Agency power of member and manager
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A. In a member-managed limited liability company, both of the following apply: 1. Each member is an agent of the company for the purpose of conducting the company's activities and affairs in the ordinary course. 2. The act of each member done in the ordinary course of the company…
A.R.S. § 29-3302 [Reserved]
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[Repealed or reserved.]
A.R.S. § 29-3303 [Reserved]
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[Repealed or reserved.]
A.R.S. § 29-3304 Liability of members and managers
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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 lia…
A.R.S. § 29-3401 Becoming a member; transferable interest; ownership of interest in limited liability company
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A. At the time of formation, a limited liability company must have at least one member. If a company is to have only one member on formation, the person becomes a member by agreeing to be a member and by being identified as the member in the articles of organization. The member a…
A.R.S. § 29-3402 Form of contribution
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A contribution may consist of property transferred to, services performed for or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for or provide another benefit to the company.
A.R.S. § 29-3403 Liability for contributions
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A. A person's obligation to make a contribution to a limited liability company is not enforceable unless the obligation is set forth in a record signed by the person or as otherwise provided in section 29-3502, subsection H. A person's obligation to make a contribution to the com…
A.R.S. § 29-3404 Sharing of and right to distributions before dissolution
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A. Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under section 29-3502 or charging order in ef…
A.R.S. § 29-3405 Limitations on distributions
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A. A limited liability company may not make a distribution, including a distribution under section 29-3707, if after the distribution either of the following applies: 1. The company would not be able to pay its debts as the debts become due in the ordinary course of the company's…
A.R.S. § 29-3406 Liability for improper distributions
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A. A person that receives a distribution that violates section 29-3405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid to that person under section 29-…
A.R.S. § 29-3407 Management of limited liability company
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A. Management of a limited liability company is reserved to its members unless the articles of organization provide that the company is managed by one or more managers. B. In a member-managed limited liability company, the following apply: 1. Except as expressly provided in this …
A.R.S. § 29-3408 Reimbursement; indemnification; advancement; insurance
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A. A limited liability company shall reimburse a present or former member of a member-managed company or manager of a manager-managed company for any payment made by the member or manager in the course of the member's or manager's activities on behalf of the company if the member…
A.R.S. § 29-3409 Standards of conduct for members and managers
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A. A member of a member-managed limited liability company owes to the company and the other members the duties of loyalty and care stated in subsections B and C of this section. B. The fiduciary duty of loyalty of a member in a member-managed limited liability company includes th…
A.R.S. § 29-3410 Records to be kept; rights to information and records of member, manager and person dissociated as member
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A. A limited liability company shall keep all of the following: 1. A current list of the full name and last known address of each member and manager. 2. A copy of the articles of organization and all amendments to the articles of organization. 3. A copy of all current and prior w…