§ 29-3101 – Short title
29-3101. Short title This chapter may be cited as the " Arizona limited liability company act" .
§ 29-3102 – Definitions
29-3102. Definitions 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 property or a benefit described in section 29-3402 that is provided by […]
§ 29-3103 – Knowledge; notice
29-3103. Knowledge; notice 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 […]
§ 29-3104 – Governing law
29-3104. Governing law 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.
§ 29-3105 – Operating agreement; scope, function and limitations
29-3105. Operating agreement; scope, function and limitations 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 […]
§ 29-3106 – Operating agreement; effect on limited liability company and persons becoming members; preformation agreement
29-3106. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement 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 […]
§ 29-3107 – Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company
29-3107. Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company 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 […]
§ 29-3108 – Nature, purpose and duration of limited liability company
29-3108. Nature, purpose and duration of limited liability company 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 […]
§ 29-3109 – Powers
29-3109. Powers 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.
§ 29-3110 – Application to existing relationships
29-3110. Application to existing relationships 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 1, 2019. 2. A […]
§ 29-3111 – Supplemental principles of law and equity
29-3111. Supplemental principles of law and equity Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
§ 29-3112 – Permitted names
29-3112. Permitted names 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 […]
§ 29-3113 – Reservation of name
29-3113. Reservation of name 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 available, […]
§ 29-3114 – Registration of name by a foreign limited liability company
29-3114. Registration of name by a foreign limited liability company 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 […]
§ 29-3115 – Statutory agent
29-3115. Statutory agent 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 the agent or the company delivers a record to the […]
§ 29-3116 – Statement of change
29-3116. Statement of change 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 of change that states both […]
§ 29-3117 – Resignation of statutory agent
29-3117. Resignation of statutory agent 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. The name of […]
§ 29-3118 – Change of name or address by statutory agent
29-3118. Change of name or address by statutory agent 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 […]
§ 29-3119 – Service of process, notice or demand
29-3119. Service of process, notice or demand 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 have a statutory agent, […]
§ 29-3120 – Delivery of record
29-3120. Delivery of record 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.