Relations of Members and Managers to Persons Dealing with Limited Liability Company

A.R.S. tit. 29, ch. 7, art. 3

in effect

A.R.S. § 29-3301 Agency power of member and manager

29-3301. Agency power of member and manager 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's activities and affairs binds the company unless the acting member has in fact no authority to act for the company in the particular matter and the person with whom the member is dealing has knowledge of the fact that the member has no such authority. B. In a manager-managed limited liability company, all of the following apply: 1. A member is not an agent of the company solely by reason of being a member except to the extent that authority has been delegated to the member by the manager or managers or by the provisions of an operating agreement. 2. Each manager is an agent of the company for the purpose of conducting the company's activities and affairs in the ordinary course. 3. The act of each manager done in the ordinary course of the company's activities and affairs binds the company unless the acting manager has in fact no authority to act for the company in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.

A.R.S. § 29-3302 [Reserved]

A.R.S. § 29-3303 [Reserved]

A.R.S. § 29-3304 Liability of members and managers

29-3304. Liability of members and managers 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 liability of the company or for the acts or omissions of any other member, manager, agent or employee of the company, solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company. B. The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation or other liability of the company.

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