FAQ: How to Amend an Arizona

LLC's Articles of Organization

If your Arizona LLC has changed its name, added or removed a member, or changed its managers, you may be legally required to file an amendment with the Arizona Corporation Commission—and you may have as little as 30 days to do it. Failing to act on time can put your LLC at risk of administrative dissolution.

This FAQ article explains everything you need to know about amending an Arizona LLC's Articles of Organization: what triggers the requirement, how to do it, what it costs, and when newspaper publication is required.

Table of Contents

1. What Are an Arizona LLC's Articles of Organization?
2. What Is an Articles of Amendment?
3. When Is an Arizona LLC Legally Required to Amend?
4. How to Change an Arizona LLC's Name
5. How to Add or Remove Members
6. How to Change Managers
7. What Is the ACC Filing Fee?
8. Does an Amendment Require Newspaper Publication?
9. How Do You File the Articles of Amendment?
10. Who Can Sign the Articles of Amendment?
11. What Happens If You Don't Amend on Time?
12. How Can KEYTLaw Help?

1. What Are an Arizona LLC's Articles of Organization?

The Articles of Organization is the primary formation document of an Arizona limited liability company. It is filed with the Arizona Corporation Commission (ACC) when the LLC is formed, and its contents become a permanent part of the ACC's public record.

What gets listed in the Articles of Organization depends on how the LLC is managed:

• Member-managed LLCs: The names and addresses of all members are listed.
• Manager-managed LLCs: The names and addresses of all managers are listed, plus the names and addresses of any member who owns a 20% or greater interest in the capital or profits of the company.

Because this information is public record, it is the document that the world—including courts, other businesses, and the government—looks to in order to determine who owns and controls your Arizona LLC. If the information is outdated, that creates legal risk for the company and its members.

2. What Is an Articles of Amendment to the Articles of Organization?

An Articles of Amendment to the Articles of Organization (commonly called the "Articles of Amendment") is the document an Arizona LLC files with the ACC to officially change information in its Articles of Organization. It is prepared on ACC Form L015, which is available at azcc.gov, and must be filed with the ACC along with a cover sheet and the required fee.

An Articles of Amendment can be used to:

• Change the LLC's name
• Add or remove a member (member-managed LLCs)
• Add or remove a manager (manager-managed LLCs)
• Add, remove, or update a member who owns 20% or more (manager-managed LLCs)
• Change the LLC's statutory agent
• Change other provisions of the Articles of Organization

3. When Is an Arizona LLC Legally Required to Amend Its Articles of Organization?

Arizona law—specifically A.R.S. § 29-3202—requires an Arizona LLC to amend its Articles of Organization within 30 days after any of the following events occurs:

1. A member-managed LLC has a change in members (any member is added or removed).
2. A manager-managed LLC has a change in managers or a change in members who own a 20% or greater interest in the capital or profits of the company.
3. The LLC changes its statutory agent.

The 30-day clock starts ticking the day the change occurs—not the day you decide to do something about it. Miss the deadline and you risk administrative dissolution of your LLC by the ACC.

Important: Even if the amendment is not legally required by statute (for example, a voluntary name change), an LLC that chooses to make changes to its Articles of Organization must still follow the same filing process.

4. How Do You Change an Arizona LLC's Name?

Changing an Arizona LLC's name requires more steps than most other amendments. Here is the complete process:

Step 1: Check Name Availability

Before you do anything else, go to the ACC's eCorp system at ecorp.azcc.gov and search the ACC's database of existing Arizona entity names and trade names. Your new name must be "distinguishable" from every other name already on file with the ACC. If it is not distinguishable, the ACC will reject your Articles of Amendment.

Tip: Be cautious about names that incorporate famous brands or trademarks (like Coke or Apple). Even if the ACC accepts the name, using a name that infringes on a federal trademark can expose your LLC to a lawsuit.

Step 2: Check the USPTO Trademark Database

Run a search at the U.S. Patent and Trademark Office's online trademark database at tmsearch.uspto.gov to verify that your proposed new name does not infringe on a registered federal trademark or service mark.

Step 3: Prepare and File the Articles of Amendment

Prepare a document called "Articles of Amendment to the Articles of Organization" that clearly states the LLC's current name and the new name it is adopting. File it with the ACC along with a cover sheet. See Section 7 for fees and Section 9 for how to file.

Step 4: Publish the Amendment (If Required)

A name change requires newspaper publication in most counties. If the LLC's statutory agent address is outside Maricopa or Pima County, the LLC must publish the amendment in a qualifying local newspaper for three consecutive publications within 60 days of ACC approval. Do not publish until after the ACC approves the amendment.

Step 5: Update Your Business Records

After the ACC approves the name change, update all business records, contracts, bank accounts, licenses, and other documents that reference the old name. Failure to update records can cause confusion and legal complications.

5. How Does an Arizona LLC Add or Remove a Member?

When a member-managed Arizona LLC adds or removes a member, the LLC must amend its Articles of Organization within 30 days of the change. Here is what to do:

Before Filing: Update Your Operating Agreement

Before filing anything with the ACC, make sure the LLC's Operating Agreement is updated to reflect the change in membership. The Operating Agreement is the internal governing document that controls ownership percentages, voting rights, and distributions. The Articles of Amendment filed with the ACC reflects the change publicly, but the Operating Agreement controls the legal rights between the members.

File Articles of Amendment with the ACC

Prepare and file Articles of Amendment to the Articles of Organization with the ACC that list the updated membership information—removing the departing member and/or adding the new member with their name and address. File within 30 days of the membership change.

Publication Is Not Required for Member Changes

When an amendment solely involves changes to the names or addresses of members, newspaper publication is not required—even if the statutory agent is located outside Maricopa or Pima County.

6. How Does a Manager-Managed Arizona LLC Change Its Managers?

When a manager-managed Arizona LLC adds or removes a manager—or when a member who owns 20% or more joins or leaves—the LLC must amend its Articles of Organization within 30 days of the change. The process is the same as for a member change:

1. Update the LLC's Operating Agreement to reflect the management change.
2. Prepare and file Articles of Amendment to the Articles of Organization listing the updated manager information.
3. File with the ACC at ecorp.azcc.gov within 30 days of the change.

Publication in a newspaper is not required when the amendment solely involves adding or removing manager names and addresses.

7. What Is the ACC Filing Fee to Amend an Arizona LLC's Articles of Organization?

The ACC charges the following fees to file Articles of Amendment for an Arizona LLC:

• Standard filing fee: $25
• Expedited processing surcharge: $35
• Total with expedited processing: $60

I strongly recommend paying the $35 expedited surcharge. Without it, the ACC review process can take significantly longer, which is a problem when you have a 30-day deadline to meet. You can check the ACC's current processing times at ecorp.azcc.gov/Entities/ProcessingTimes.

If newspaper publication is required (such as for a name change), the cost to publish varies by county and newspaper, typically ranging from $60 to $300 for three consecutive publications.

8. Does an Amendment to an Arizona LLC's Articles of Organization Require Newspaper Publication?

This is one of the most misunderstood aspects of Arizona LLC amendments. Here is the straightforward answer:

Publication IS Required When:

• The LLC is changing its name
• The LLC is making any substantive change to the Articles of Organization other than the specific exempted items listed below
• The LLC's statutory agent is located outside Maricopa or Pima County

Publication Is NOT Required When:

• The amendment only changes the name or address of a member or manager
• The amendment only changes the LLC's principal address
• The amendment only changes the statutory agent's name or address
• The LLC's statutory agent is located in Maricopa or Pima County (regardless of the type of amendment)

Publication Rules When Required:

• The LLC must wait for ACC approval before publishing—do not publish before approval.
• Publication must begin within 60 days of ACC approval.
• The notice must run for three consecutive publications in a qualifying newspaper located in the same county as the LLC's statutory agent address.
• The published notice must include the text of the Articles of Amendment.

Pro tip: One of the simplest ways to avoid the publication requirement is to use a statutory agent located in Maricopa or Pima County. If your LLC uses an agent in any other Arizona county, you will face the publication requirement for most substantive amendments.

9. How Do You File Articles of Amendment with the ACC?

Arizona LLCs have two options for filing Articles of Amendment:

Option 1: File Online (Recommended)

1. Go to ecorp.azcc.gov and log in to your eCorp account.
2. Click "Online Services."
3. Click "Change People or Amend Articles."
4. Search for your LLC by name.
5. Choose "Amend Articles of Organization" and follow the prompts.
6. Enter the changes (new LLC name, updated member/manager information, etc.).
7. Upload a signed copy of the Articles of Amendment document.
8. Sign, review, and pay online by credit card.

Option 2: File by Mail

1. Complete and print ACC Form L015 (Articles of Amendment), available at azcc.gov.
2. Attach the required cover sheet.
3. If changing the statutory agent, also attach a Statutory Agent Acceptance form.
4. Sign and date the form.
5. Include a check or money order payable to the Arizona Corporation Commission for $25 (standard) or $60 (expedited).
6. Mail to: Arizona Corporation Commission, Corporations Division – Examination Section, 1300 W. Washington St., Phoenix, AZ 85007.

10. Who Can Sign the Articles of Amendment for an Arizona LLC?

The Articles of Amendment must be signed by an authorized person—someone with authority to act on behalf of the LLC. In most cases, this means:

• For a member-managed LLC: any member
• For a manager-managed LLC: any manager

The signer must indicate on the form whether they are signing as an individual authorized person or on behalf of an authorized entity (for example, if the manager is itself an LLC or corporation).

11. What Happens If an Arizona LLC Fails to Amend Its Articles of Organization on Time?

Failing to amend your Arizona LLC's Articles of Organization creates two serious problems:

Problem 1: Administrative Dissolution

Under Arizona law, the ACC can administratively dissolve an Arizona LLC for failure to keep its Articles of Organization current. Administrative dissolution means your LLC loses its legal existence as a business entity—it is no longer authorized to do business in Arizona. While dissolution can often be reversed through reinstatement, it creates significant legal and practical problems for your business.

Problem 2: Ownership Disputes

The information in the ACC's public records is used in court to determine who owns an Arizona LLC. If your Articles of Organization shows an old member who has since left, or fails to list a new member who has joined, you are creating a factual record that can be used against you in a legal dispute. Courts and opposing counsel will use the ACC's public records as evidence of ownership. Outdated filings can cost you far more in legal fees to fix than the cost of simply filing the amendment on time.

The bottom line: The $60 cost of filing an expedited Articles of Amendment is trivial compared to the cost of defending a lawsuit over LLC ownership or reinstating a dissolved LLC. File on time, every time.

12. How Can KEYTLaw Help With an Arizona LLC Articles of Amendment?

Arizona LLC attorneys Richard Keyt and his son, attorney and former CPA Richard C. Keyt, have formed 10,000+ Arizona LLCs and handle Arizona LLC amendments for clients every day. Richard Keyt has practiced Arizona law since 1979. Together they offer a flat-fee amendment service so you do not have to deal with the ACC yourself.

KEYTLaw's flat fee to prepare and file Articles of Amendment to the Articles of Organization is $255, which includes:

• $195 for preparation of the Articles of Amendment to the Articles of Organization
• $60 ACC expedited filing fee

To hire us to prepare an amendment to the Articles of Organization of an Arizona LLC or PLLC submit our online questionnaire.

If your amendment involves a name change that requires newspaper publication, there is an additional cost for publication, which varies by county and newspaper.

When you hire KEYTLaw to amend your Arizona LLC's Articles of Organization, we handle everything—preparation of the amendment document, filing with the ACC on an expedited basis, and, when required, arranging newspaper publication. You do not have to deal with the ACC yourself.

Call us at 480-664-7478, email [email protected], or click here to book a free office, phone or Zoom video meeting.

Key Arizona LLC Amendment Facts at a Glance

Disclaimer

This article is for general informational and educational purposes only. It does not constitute legal advice and does not create an attorney-client relationship. Every situation is different. If you have specific questions about amending your Arizona LLC's Articles of Organization, consult a licensed Arizona attorney. To speak with KEYTLaw, call 480-664-7478, email [email protected], or click here to book a free office, phone or Zoom video meeting.