Formation; Articles of Organization and Other Filings

A.R.S. tit. 29, ch. 7, art. 2

in effect

A.R.S. § 29-3201 Formation of limited liability company; articles of organization

29-3201. Formation of limited liability company; articles of organization 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 with section 29-3112. 2. The principal address, which may be the same as the mailing address of the company's statutory agent. 3. The name and street and mailing addresses in this state of the company's statutory agent. 4. Whether the company is a manager-managed limited liability company or a member-managed limited liability company and either of the following: (a) If the company is a manager-managed limited liability company, the name and address of each manager and the name and address of each member who owns a twenty percent or greater interest in the capital or profits of the company. (b) If the company is a member-managed limited liability company, the name and address of each member of the company. C. The articles of organization may contain statements as to matters other than those required by subsection B of this section but may not vary or otherwise affect the provisions specified in section 29-3105, subsections C and D in a manner inconsistent with section 29-3105. D. A limited liability company is formed when the articles of organization become effective. E. A parent limited liability company and its subsidiary limited liability companies may be formed at the same time. F. The filing of the articles of organization by the commission is conclusive proof that all conditions precedent that are required to be performed by the organizers have been satisfied and that the limited liability company has been legally organized and formed under this chapter. G. Within sixty days after the commission files the articles of organization, either of the following must occur: 1. A notice of the filing of the articles shall be published in a newspaper of general circulation in the county of the statutory agent's street address for three consecutive publications containing the information required in subsection B of this section. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130 if the statutory agent's street address is in a county with a population of more than eight hundred thousand persons.

A.R.S. § 29-3202 Amendment or restatement of articles of organization

29-3202. Amendment or restatement of articles of organization 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 liability company to a member-managed limited liability company. B. The articles of organization shall be amended if there is a statement in the articles that was false or erroneous when it was made or within thirty days after the occurrence of any of the following: 1. A member-managed limited liability company has a change in members. 2. A manager-managed limited liability company has a change in managers or a change in members owning twenty percent or greater interest in the capital or profits of the company. C. The articles of organization shall be amended or a statement of change shall be filed within thirty days after the occurrence of any of the following: 1. The limited liability company changes its statutory agent. 2. The limited liability company changes its principal address. 3. The address of one or more of the limited liability company's managers or members changes. 4. The address of the statutory agent changes. D. To amend its articles of organization, a limited liability company must deliver to the commission for filing an amendment stating both of the following: 1. The name of the company. 2. The text of the amendment. E. To restate its articles of organization without amendment, a limited liability company must deliver to the commission for filing the restated articles, designated as such in the heading, stating both of the following: 1. The name of the company. 2. The text of the restated articles. F. To amend and restate its articles of organization, a limited liability company must deliver to the commission for filing the amended and restated articles, designated as such in the heading, stating both of the following: 1. The name of the company. 2. The text of the amended and restated articles. G. If a member of a member-managed limited liability company or a manager of a manager-managed limited liability company knows that any information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances, the member or manager shall promptly do either of the following: 1. Cause the articles to be amended. 2. If appropriate, deliver to the commission for filing a statement of change under section 29-3116 or a statement of correction under section 29-3209. H. Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the amendment, restated articles of organization or amended and restated articles of organization shall be published in a newspaper of general circulation in the county of the statutory agent's street address for three consecutive publications. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130 if the statutory agent's street address is in a county with a population of more than eight hundred thousand persons. I. Publication or posting pursuant to subsection H of this section is not required if the amendments to the articles of organization change only any of the following: 1. The names or addresses of members or managers. 2. The company's principal address. 3. The name or address of the statutory agent. J. A limited liability company that has not amended its articles of organization as required by this section may not maintain an action on or on account of a contract or transaction made in the name of the company in any court of this state until it has amended its articles as required by this section.

A.R.S. § 29-3203 Signing of records to be delivered for filing to the commission

29-3203. Signing of records to be delivered for filing to the commission 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 must be signed by a person authorized by the company, foreign company or foreign series. 2. A company's initial articles of organization must be signed by at least one person acting as an organizer. The organizer or organizers may be, but are not required to be, managers or members of the company. 3. A record delivered on behalf of a dissolved limited liability company that has no member must be signed by the person winding up the company's activities and affairs under section 29-3702, subsection C or a person appointed under section 29-3702, subsection D to wind up the activities and affairs. 4. Any other record delivered on behalf of a person to the commission for filing must be signed by that person. B. A record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual. C. A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.

A.R.S. § 29-3204 Signing and filing pursuant to judicial order

29-3204. Signing and filing pursuant to judicial order 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 record. 2. The person to deliver the record to the commission for filing. 3. The commission to file the record unsigned. B. If a petitioner under subsection A of this section is not the limited liability company, foreign limited liability company or foreign series to which the record pertains, the petitioner shall make the company, foreign company or foreign series a party to the action. C. A record filed under subsection A, paragraph 3 of this section is effective without being signed.

A.R.S. § 29-3205 Liability for inaccurate information in filed record

29-3205. Liability for inaccurate information in filed record 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 record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed. 2. Subject to subsection B of this section, a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if both of the following apply: (a) The record was delivered for filing on behalf of the company. (b) The member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied on so that, before the reliance, the member or manager reasonably could have done any of the following: (i) Effected an amendment under section 29-3202. (ii) Filed a petition under section 29-3204. (iii) Delivered to the commission for filing a statement of change under section 29-3116 or a statement of correction under section 29-3209. B. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the commission for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in subsection A, paragraph 2 of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility. C. An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that, to that individual's knowledge, the information stated in the record is accurate. D. A person that signs a record, or causes another to sign it on the person's behalf, knowing that the record contains inaccurate information at the time it is signed, is liable to the limited liability company and to each member of the company for damages resulting from the inaccurate information. E. The prevailing party in an action to recover damages under this section is entitled to an award for its costs and reasonable attorney fees.

A.R.S. § 29-3206 Filing requirements

29-3206. Filing requirements 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 written form unless the commission allows electronic delivery of records. If the commission allows electronic delivery of records, the records may be electronically delivered only to the extent the commission allows. 3. The words in the record must be in English and numbers must be in Arabic or Roman numerals, but the name of an entity is not required to be in English if the name is written in English letters or Arabic or Roman numerals. 4. The record must be signed by a person authorized or required under this chapter to sign the record. 5. The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but is not required to contain a seal, attestation, acknowledgment or verification. B. If a law other than this chapter prohibits the disclosure by the commission of information contained in a record delivered to the commission for filing, the commission shall file the record if the record otherwise complies with this chapter but may redact the information. C. When a record is delivered to the commission for filing, any fee or penalty required to be paid under this chapter must be paid in a manner allowed by the commission. D. The commission may require that a record delivered in written form be accompanied by an identical or conformed copy. E. The commission may provide forms for filings required or allowed to be made by this chapter, but, except as otherwise provided in subsection F of this section, their use is not required. F. The commission may require that a cover sheet for a filing be on a form prescribed by the commission.

A.R.S. § 29-3207 Effective date and time

29-3207. Effective date and time 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, subsection B. 2. On the date and at the time specified in the record as its effective time, if later than the date and time under paragraph 1 of this subsection. 3. At a specified delayed effective date and time, which may not be more than ninety days after the date of delivery. 4. If a delayed effective date is specified, but no time is specified, at 12:01 a.m. mountain standard time on the date specified, which may not be more than ninety days after the date of delivery. B. If the commission is unable to make a determination that the record complies with all filing requirements of this chapter at the time the record is delivered for filing, the record is deemed to have been filed at the time of delivery if the commission subsequently determines either that: 1. The record as delivered conforms to the filing requirements of this chapter. 2. Within thirty days after notification of nonconformance is given by the commission to the person that delivered the record for filing or the person's representative, the record is brought into conformance.

A.R.S. § 29-3208 Withdrawal of filed record before effectiveness

29-3208. Withdrawal of filed record before effectiveness 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 must comply with all of the following: 1. Be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons. 2. Identify the record to be withdrawn. 3. If signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record. C. On filing by the commission of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

A.R.S. § 29-3209 Correcting filed record

29-3209. Correcting filed record 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 the commission was defective. B. To correct a filed record, a person on whose behalf the record was delivered to the commission must deliver to the commission for filing a statement of correction. C. A statement of correction: 1. May not state a delayed effective date. 2. Must be signed by the person correcting the filed record. 3. Must specifically identify the filed record to be corrected or be accompanied by an attached copy of the filed record. 4. Must specify the inaccuracy or defect to be corrected. 5. Must correct the inaccuracy or defect. D. A statement of correction is effective as of the effective date of the filed record that it corrects except for the purposes of section 29-3103, subsection D and as to persons that relied on the uncorrected filed record and that are adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

A.R.S. § 29-3210 Duty of commission to file; refusal to file; delivery of record by commission

29-3210. Duty of commission to file; refusal to file; delivery of record by commission 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 and at the time of its delivery. After filing a record, the commission shall deliver to the person that submitted the record an acknowledgment of the date and time of filing. C. If the commission refuses to file a record, the commission shall both: 1. Return the record or notify the person that submitted the record of the refusal. 2. Provide a brief explanation in a record of the reason for the refusal. D. If the commission refuses to file a record, the person that submitted the record may petition a court of competent jurisdiction to compel filing of the record. The record and the explanation of the commission of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding. E. The filing of or refusal to file a record does not do either of the following: 1. Affect the validity or invalidity of the record in whole or in part. 2. Create a presumption that the information contained in the record is correct or incorrect. F. Except as otherwise provided by section 29-3119 or by a law other than this chapter, the commission may deliver any record to a person by delivering the record in any of the following manners: 1. In person to the person that submitted the record. 2. To the address of the person's statutory agent. 3. To the principal address of the person. 4. To another address or e-mail address that the person provides to the commission for delivery.

A.R.S. § 29-3211 Certificate of good standing or registration

29-3211. Certificate of good standing or registration 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 facts under subsection B of this section are true as of the date of the certificate. B. A certificate under subsection A of this section shall be issued if: 1. In the case of a limited liability company, all of the following apply: (a) The articles of organization have been filed and have taken effect. (b) A statement of administrative dissolution or articles of termination have not been filed. (c) The records of the commission do not otherwise reflect that the company has been dissolved or terminated. (d) A proceeding is not pending under section 29-3708. (e) All fees, taxes, interest and penalties owed to the commission by the limited liability company have been paid. 2. In the case of a registered foreign limited liability company or registered foreign series, all of the following apply: (a) The foreign company or foreign series is registered to do business in this state. (b) A notice of termination has not been sent under section 29-3910. (c) All fees, taxes, interest and penalties owed to the commission by the foreign limited liability company or foreign series have been paid. C. Subject to any qualification stated in the certificate, a certificate issued by the commission under subsection A of this section may be relied on as conclusive evidence of the facts stated in the certificate.

A.R.S. § 29-3212 Interrogatories by the commission; information disclosed by interrogatories

29-3212. Interrogatories by the commission; information disclosed by interrogatories 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 to enable the commission to ascertain whether the company or series complied with all applicable provisions of this chapter. The interrogatories shall be answered within thirty days after the mailing of the interrogatories or within an additional time fixed by the commission, and the answers to the interrogatories shall be full and complete and shall be made in writing and under penalty of perjury. If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to a company or foreign series they shall be answered by a member, if the company or foreign series is a member-managed company or foreign series, or by a manager, if the company or foreign series is a manager-managed company or foreign series. The commission is not required to file any document to which the interrogatories relate until the interrogatories have been answered as provided in this section or if the answers to the interrogatories disclose that the document is not in conformity with this chapter. The commission shall certify to the attorney general, for such action as the attorney general deems appropriate, all interrogatories and answers to the interrogatories that disclose a violation of any of the provisions of this chapter. B. Interrogatories propounded by the commission and the answers to the interrogatories are not open to public inspection and the commission may not disclose any facts or information obtained from the interrogatories and answers, except that such interrogatories, answers, facts or information may be made open to public inspection or disclosed if the commission's official duty requires the facts or information to be made public or if the interrogatories or the answers are required for evidence in any criminal proceeding or in any other action by this state.

A.R.S. § 29-3213 Fees; filing services; definition

29-3213. Fees; filing services; definition 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 hundred fifty dollars. 3. An amendment to the articles of organization, twenty-five dollars. 4. Articles of termination, thirty-five dollars. 5. A certificate for any purpose not otherwise provided for, ten dollars. 6. A statement of merger, interest exchange, conversion, domestication or division if the entity responsible for filing the statement is a limited liability company, fifty dollars. 7. Written information on any limited liability company, ten dollars. 8. A copy of any document or instrument, five dollars plus fifty cents per page. 9. An application for the reservation of a name, a notice of the transfer of any name reservation, an application for the registration of a name or alternate name by a foreign limited liability company or a renewal application for the registration of a name or alternate name by a foreign company, ten dollars. 10. A statement of change, five dollars. 11. A statement of correction, twenty-five dollars. 12. An application for reinstatement, in addition to other fees and penalties due, one hundred dollars. B. The commission shall provide for and establish an expedited service for the filing of all documents and services provided pursuant to this chapter as follows: 1. The expedited filing shall be a priority service to be completed as soon as possible after the documents are delivered to the commission. 2. In addition to any other fee required by this section or any other law, the commission shall charge a nonrefundable fee for expedited services. The fee shall be determined by a supermajority vote of the commissioners. C. The commission may provide for and establish same-day and next-day services for the filing of any documents and services provided pursuant to this chapter as follows: 1. The commission shall suspend same-day or next-day service if the commission determines that it does not have the necessary resources to perform the service within the established time period. 2. In addition to any other fee required by this section or any other law, the commission may charge a nonrefundable fee for the same-day or next-day service, or both. The fee shall be determined by a supermajority vote of the commissioners. D. The commission shall publicly post the current wait times for processing regular and expedited services. E. All monies received pursuant to subsections B and C of this section shall be deposited, pursuant to sections 35-146 and 35-147, in the public access fund established by section 10-122.01. F. The commission may allow any person to advance monies to the commission to pay fees required pursuant to this section for future filings and services. All monies received pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the money on deposit account in the public access fund established by section 10-122.01. G. For the purposes of this section, "supermajority" means an affirmative vote of at least four commissioners.

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