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Number of days for ACC to review Articles filed on an expedited basis:
11
ACC is now reviewing documents filed on 5/1/08.
We are attorneys, not uninsured or unlicensed document preparers.
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Articles on
LLC Formation
Arizona
Law
Arizona
LLC Library
When
an AZ LLC Must Amend its ArticlesWhen an Arizona LLC Must Amend it Articles of Organization
by Richard Keyt, Arizona business attorney
The Articles of Organization of an Arizona limited liability company is the company's primary governing document. The Articles of Organization are filed with the Arizona Corporation Commission ("ACC") and the contents of the document is a matter of public record on file at the ACC.
The Articles of Organization lists: (i) in the case of member-managed Arizona LLCs, the names and addresses of all members, or (ii) in the case of manager-managed Arizona limited liability companies, the names and addresses of all members who own a twenty percent or greater interest in the capital or profits interest in the company, and the names and addresses of all managers.
For Arizona LLCs that do not have a written Operating Agreement, the Articles of Organization filed with the ACC may be the only written evidence that identifies the members and managers of the company.
Because the information in the Articles of Organization is a matter of public record, it is very important that each Arizona LLC always make sure that its Articles of Organization on file with the ACC lists the correct owners and managers of the company. In a dispute involving ownership of an Arizona LLC, the information on ownership contained in the company's Articles of Organization will be used prove who owns the company.
Statutory Requirement to Amend Articles of Organization
Arizona law (A.R.S. § 29-633) requires that an Arizona LLC amend its Articles of Organization within thirty days after the happening of any of the following events:
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Any statement in the Articles of Organization becomes inaccurate (other than a change in the address of the company’s known place of business or the name or address of the company’s statutory agent).
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A member-managed company has a change in members. For example, the company acquires a new member or a member listed in the Articles of Organization ceases to be a member.
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A manager-managed company has a change in managers. For example, the company acquires a new manager or a manager listed in the Articles of Organization ceases to be a manager.
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A manager-managed company has a change in the members who own a 20% or greater interest in the capital or profits interest of the company. The Articles of Organization must be amended if:
A. A person or entity acquires more than 20% or more of the capital or profits of the company (for example: a 5% owner becomes a 20% owner);
B. A person or entity named in the Articles as owning a 20% or greater interest in the capital or profits interest of the company ceases to own at least 20%.
If any of the situations described above occurs, the company is required by Arizona law to file an amendment to the Articles of Organization with the ACC.
Note: If the address of a member or manager listed in the Articles of Organization changes, the company must notify the ACC of the change by sending the ACC a written document signed by a manager and pay the required fee.
Publishing the Amendment in a Newspaper
Within 60 days after filing the articles of amendment with the ACC, an Arizona LLC must publish the amendment in a newspaper of general circulation in the county of the known place of business of the company for three consecutive publications. Within 90 days after filing the amendment of the Articles of Organization with the ACC, the company must file an affidavit of publication with the ACC. Note: Publication is not required, however, if amendments to the Articles are solely in relation to changes in managers or members of the company.
KEYTLaw Amendment to Articles of Organization Service
KEYTLaw will prepare an amendment to the Articles of Organization for your Arizona LLC for a fixed fee of $195. For this $195 fee, we will prepare Articles of Amendment to Articles of Organization and file it with the Arizona Corporation Commission and, if required by Arizona law, publish the amendment in a newspaper. The cost to file the amendment with the Arizona Corporation Commission is $60 (for expedited filing) plus $35 to publish in a newspaper.
If your company needs to amend its Articles of Organization, let KEYTLaw help it comply with Arizona by preparing the documents to file with the ACC.
About the Author
Richard Keyt, J.D., LL.M. (income taxation New York University Law School) is a business, real estate, transactions, contracts and estate planning attorney licensed to practice law in Arizona. He has formed over 1,500+ Arizona limited liability companies in the last few years because his low cost high quality LLC package is second to none and it only costs $599 for everything. Rick has practiced law in Arizona since 1980. Rick can be reached by telephone at 602-906-4953, ext. 101. Email at rickkeyt@keytlaw.com and fax at 602-297-6890. Rick's web site located at www.keytlaw.com had over 1,000,000 visitors in 2006 and 2007. Rick does not accept matters involving landlord / tenant disputes or litigation of any kind (other than tax lien foreclosures). Communicating with Richard Keyt via email or otherwise does not cause you to become a client or cause your communications to be confidential or subject to the attorney client privilege.
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