Limited Liability Partnerships

A.R.S. tit. 29, ch. 5, art. 10

in effect

A.R.S. § 29-1101 Statement of qualification

29-1101. Statement of qualification A. A partnership or limited partnership may become a limited liability partnership pursuant to this section. B. The terms and conditions of a partnership or limited partnership becoming a limited liability partnership must be approved by the vote necessary to amend the partnership agreement. C. After the approval provided in subsection B of this section, a partnership or limited partnership may file a statement of qualification which shall include the following: 1. The name of the partnership or limited partnership and the name of the limited liability partnership; 2. The street address of the chief executive office of the partnership or limited partnership and, if the chief executive office is not located in this state, the street address of an office in this state, if any; 3. The name and street address of its agent for service of process pursuant to section 29-1104; 4. A statement that the partnership or limited partnership is applying for status as a limited liability partnership; 5. A delayed effective date, if any. D. The status of the partnership or limited partnership as a limited liability partnership is effective on the later of the filing of the statement or a later date specified in the statement and such status remains effective, regardless of changes in the partnership or limited partnership, until the statement is canceled under section 29-1005, subsection D or revoked under section 29-1103. E. The status of a partnership or limited partnership as a limited liability partnership and the liability of its partners shall not be affected by errors or subsequent changes in the information required to be set forth in the statement of qualification under subsection C of this section. F. The filing of the statement of qualification is conclusive proof that a partnership or limited partnership has satisfied all conditions precedent to the qualification of a partnership or limited partnership as a limited liability partnership. G. An amendment or cancellation of a statement of qualification is effective at the time of its filing or on a later delayed effective date specified in the amendment or cancellation. H. Execution of a statement or a certificate by a limited liability partnership or a foreign limited liability partnership constitutes an affirmation by the person who signed it under the penalties of perjury that the facts stated in the application or certificate are true.

A.R.S. § 29-1102 Name

29-1102. Name The name of a limited liability partnership shall: 1. Contain the words "registered limited liability partnership", "limited liability partnership", the abbreviation "R.L.L.P.", "L.L.P." or the designation "RLLP" or "LLP", in uppercase or lowercase letters, except that the name of a limited liability partnership that is also a limited partnership under section 29-367 may contain the abbreviations "R.L.L.L.P.", "L.L.L.P." or the designation "RLLLP" or "LLLP", in uppercase or lowercase letters, in which case the requirements of section 29-302, paragraph 1 are deemed satisfied. 2. Not contain the words "association", "corporation" or "incorporated" or an abbreviation of these words. 3. Be distinguishable from the name of a limited liability company, limited partnership or corporation existing under the laws of this state or a foreign limited liability company, limited partnership or corporation authorized to transact business in this state, or a name the exclusive right to which, at the time, is reserved in the manner provided under the laws of this state or a trade name registered pursuant to title 44, chapter 10, article 3.1. This paragraph does not apply if the applicant files with the secretary of state either of the following: (a) The written consent of the holder of the name to use the same name and one or more words are added or deleted to make the name distinguishable from the other name. (b) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to use the name applied for in this state.

A.R.S. § 29-1103 Publication and annual reports; late filing penalty

29-1103. Publication and annual reports; late filing penalty A. Within sixty days after the filing with the secretary of state of a statement of qualification, there shall be published in a newspaper of general circulation in the county of the limited liability partnership's chief executive office, or if the limited liability partnership's chief executive office is not located in this state, in the county of the limited liability partnership's office in this state, or if none, the county of the limited liability partnership's statutory agent, for three consecutive publications, a copy of the statement of qualification. B. A limited liability partnership and a foreign limited liability partnership authorized to transact business in this state shall file an annual report with the office of the secretary of state that sets forth all of the following: 1. The name of the limited liability partnership and the state or country under whose laws the foreign limited liability partnership is formed or created. 2. The current street address of the office required to be set forth in section 29-1101, subsection C, paragraph 2. 3. The name and street address of its agent for service of process in this state. C. An annual report must be filed between January 1 and April 30 of each year following the calendar year in which a partnership or limited partnership files a statement of qualification to become a limited liability partnership or a foreign partnership becomes authorized to transact business in this state. If a limited liability partnership is delinquent in filing its annual report, the secretary of state may assess a late filing penalty when the limited liability partnership submits its annual report. D. The secretary of state may administratively revoke the statement of qualification of a limited liability partnership if the secretary of state determines that the statement of qualification does not conform to the filing provisions of this article or if the limited liability partnership fails to file an annual report when due or to pay the required filing fee or fails to perform the publication requirements of subsection A of this section. The secretary of state must provide the limited liability partnership at least sixty days' written notice of the intent to revoke the statement. The notice shall be mailed to the limited liability partnership at its office set forth in the last filed statement of qualification or annual report. The notice must specify the nonconformance, that the statement of qualification has not been published pursuant to subsection A of this section, the annual reports that have not been filed or the fees that have not been paid and the future effective date of revocation. The revocation will not be effective if the specified filing requirements, evidence of publication or annual reports are filed and the specified fees are paid before the specified effective date of revocation. E. A revocation under subsection D of this section only affects a partnership's or limited partnership's status as a limited liability partnership and does not constitute an event of dissolution of the partnership or limited partnership. F. A partnership or limited partnership whose statement has been administratively revoked may apply to the secretary of state for reinstatement within two years after the effective date of the revocation. The application shall recite the name of the partnership or limited partnership and the effective date of the revocation and state that the grounds for revocation either did not exist or have been corrected. If another corporation or partnership has adopted the name of the limited liability partnership or another person has adopted the name of the limited liability partnership as a trade name, the application shall be accompanied by an amendment to the statement of foreign qualification that is in accordance with section 29-1105 and that adopts a new name for the limited liability partnership that complies with section 29-1102. G. A reinstatement under subsection F of this section relates back to and takes effect as of the effective date of the administrative revocation, and the partnership's or limited partnership's status as a limited liability partnership continues as if the administrative revocation never occurred. H. An amendment to the statement of qualification shall be filed by a limited liability partnership or foreign limited liability partnership not later than sixty days after the occurrence of any of the following: 1. A change in the name of the limited liability partnership. 2. A change in the address of the chief executive office of the partnership. 3. The partnership or limited partnership has knowledge that a material statement in the statement of qualification was false or inaccurate when made or that any facts described therein have changed, making the statement of qualification inaccurate in any material respect. I. An amendment to the statement of qualification may be filed for any other proper purpose. The filing of a statement of cancellation by or on behalf of a partnership or limited partnership pursuant to this section shall be effective only to cancel the partnership's or limited partnership's qualification as a limited liability partnership and, unless it specifically so provides, shall not indicate the dissolution of the partnership or limited partnership. On any revocation or the filing of any statement of cancellation, the secretary of state shall be the agent for service of process in any action, suit or proceeding based on any cause of action arising during the time the limited liability partnership was qualified under section 29-1101 or the foreign limited liability partnership was authorized to transact business in this state.

A.R.S. § 29-1104 Designated office and agent for service of process

29-1104. Designated office and agent for service of process A. A limited liability partnership and a foreign limited liability partnership authorized to do business in this state shall designate and continuously maintain in this state a statutory agent for service of process on the limited liability partnership. The sole duty of the statutory agent is to forward to the registered limited liability partnership or foreign registered limited liability partnership at its last known address any process, notice or demand that is served on the statutory agent. B. An agent must be an individual resident of this state, a domestic corporation, a domestic limited liability company, a foreign corporation or foreign limited liability company authorized to do business in this state. C. A limited liability partnership or a foreign limited liability partnership may change its agent for service of process by filing an amendment to the statement as provided in section 29-1005, subsection D. An amendment or cancellation is effective at the time of its filing unless a later date is set forth in the certificate of amendment. D. An agent for service of process may resign by signing and filing with the office of the secretary of state a certificate of resignation. The secretary of state shall mail a copy of the filed certificate to the limited liability partnership at its chief executive office. An agency is terminated on the thirty-first day after the certificate is filed with the office of the secretary of state. E. A notice of change in statutory agent shall be executed promptly by a limited liability partnership or foreign limited liability partnership whenever its statutory agent dies, resigns or ceases to satisfy the requirements of this section. If a limited liability partnership or a foreign limited liability partnership fails to appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the agent's address, the secretary of state is an agent of the partnership upon whom process, notice or demand may be served. F. If a statutory agent changes his business address to another place within this state, he shall change his address for any limited liability partnership or foreign limited liability partnership of which he is a statutory agent by filing a notice signed, either manually or in facsimile by the statutory agent, and reciting that a copy of the notice has been mailed to the limited liability partnership at its chief executive office. G. The statutory agent of a limited liability partnership or foreign limited liability partnership is the limited liability partnership's agent for service of process, notice or demand required or permitted by law to be served on the limited liability partnership. This section does not prescribe the only means of serving a limited liability partnership or a foreign limited liability partnership.

A.R.S. § 29-1105 Law governing foreign limited liability partnerships

29-1105. Law governing foreign limited liability partnerships A. The laws of the state or other jurisdiction under which a foreign limited liability partnership is formed or created govern relations among the partners and between the partners and the partnership, and the liability of partners for obligations or the partnership. B. A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the laws of another jurisdiction under which the foreign limited liability partnership is formed or created and the laws of this state. C. A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a limited liability partnership may not engage in or exercise in this state as a limited liability partnership.

A.R.S. § 29-1106 Statement of foreign qualification

29-1106. Statement of foreign qualification A. Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification which shall include the following: 1. The name of the foreign limited liability partnership which satisfies the requirements of section 29-1102 and the state or country under whose laws it is formed or created; 2. The street address of the chief executive office of the foreign limited liability partnership and, if the chief executive office is not located in this state, the street address of an office in this state, if any; 3. The name and street address of its agent for service of process required under section 29-1104; and 4. A delayed effective date, if any. B. The status of the partnership or limited partnership as a foreign limited liability partnership is effective on the later of the filing of the statement or a later date specified in the foreign statement of foreign qualification, and such status remains effective, regardless of changes in the partnership, until the statement of foreign qualification is canceled under section 29-1005, subsection D or revoked under section 29-1103. C. An amendment or cancellation of a foreign statement of qualification is effective at the time of its filing or on a later delayed effective date specified in the amendment or cancellation.

A.R.S. § 29-1107 Effect of failure to qualify

29-1107. Effect of failure to qualify A. A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has filed a statement of foreign qualification. B. The failure of a foreign limited liability partnership to file a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or prevent it from defending an action or proceeding in this state. C. Limitations on personal liability of partners are not waived solely by transacting business in this state without a statement of foreign qualification. D. If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, it appoints the secretary of state as its agent for service of process for claims for relief arising out of the transaction of business in this state.

A.R.S. § 29-1108 Activities not constituting transacting business

29-1108. Activities not constituting transacting business A. Activities of a foreign limited liability partnership that do not constitute transacting business pursuant to this article include: 1. Maintaining, defending or settling an action or proceeding. 2. Holding meetings of its partners or carrying on any other activity concerning its internal affairs. 3. Maintaining bank accounts. 4. Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability partnership's own securities or maintaining trustees or depositories with respect to those securities. 5. Selling through independent contractors. 6. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts. 7. Creating or acquiring indebtedness, mortgages or security interest in real or personal property. 8. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired. 9. Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner. 10. Transacting business in interstate commerce. B. For purposes of this article, the ownership in this state of income producing real property or tangible personal property, other than property excluded under subsection A, constitutes transacting business in this state. C. This section does not apply in determining the contracts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state.

A.R.S. § 29-1109 Action by attorney general

29-1109. Action by attorney general The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this article.

Source: Arizona State Legislature (azleg.gov)URL: https://www.azleg.gov/arsDetail/?title=29Fetched: 10/31/2026