Question:  One of the members of my member managed Arizona LLC has ceased to be a member.  I know that Arizona LLC law requires that the LLC amend it Articles of Organization on file with the Arizona Corporation Commission.  How do I amend the Articles of Organization?

Answer:  Arizona Revised Statutes Section 29-633 requires that a member of a member managed Arizona LLC must prepare Articles of Amendment to the Articles of Organization and file it with the Arizona Corporation Commission if a member named in the Articles of Organization on file with the ACC ceases to be a member or if the Articles of Organization does not name a person or entity who is a member.  The same is true of of a manager managed Arizona LLC if:

A.  A person or entity acquires 20% or more of the capital or profits of the company (for example:  a 5% owner becomes a 20% owner); or

B.  A person or entity named in the Articles of Organization ceases to own a 20% or greater interest in the capital or profits interest of the company.

See also my article called “When Must an Arizona LLC Amend Its Articles of Organization?

Instructions for Filing Articles of Amendment to the Articles of Organization of an Arizona LLC or PLLC

1.  The amendment must indicate the current exact name of the limited liability company.

2.  The amendment must indicate the Article(s) or section number of the Articles of Organization that has been amended either in the text of the Amendment or in the text of an Exhibit attached to the amendment.

3.  The amendment must be signed by: (i) a manager if the limited liability company is managed by one or more managers, or (ii) a member if the limited liability company is managed by its members.

4.  Pay the filing fee of $25 for regular filing or $60 for expedited filing.  Make your check payable to the Arizona Corporation Commission.

5.  Determine if the amendment must be published.  Publication in a newspaper is not always required.  Publication is not required if amendments to the Articles of Organization concern only: the name or address of managers or members; known place of business address of the LLC; or name or address of the statutory agent.

6.  If the Articles of Amendment to the Articles of Organization must be published in a newspaper, publication must occur within 60 days after the date the Arizona Corporation Commission approves the Articles of Amendment.  Publication means the LLC must publish for three consecutive publications a copy of the Articles of Amendment to the Articles of Organization in a newspaper of general circulation in the county of the LLC’s known place of business in Arizona stated in its Articles of Organization.  Do not publish until the Articles of Amendment to the Articles of Organization has been approved and filed by the Commission. See the ACC’s list of qualified newspapers.  Filing the newspaper’s Affidavit of Publication is optional, but I recommend that the LLC always file the Affidavit of Publication so the LLC will never have a problem proving that it published the Articles of Amendment to the Articles of Organization.  If the LLC fails to publish when publication is required, it may be subject to administrative dissolution, i.e., termination of the LLC’s existence.

Form Articles of Amendment to the Articles of Organization

If you need to amend the Articles of Organization of an Arizona LLC, copy the text below, paste it into your word processor and edit as necessary.  If an option does not apply to your amendment, delete all of the optional text and two brackets that precede the optional text and all of the text within the brackets.  Renumber paragraphs as necessary.  If your LLC filed Articles of Organization that is not the ACC’s form AOO, make sure the reference to Article numbers within the AOO corresponds to the appropriate Article number of the AOO of your LLC.

Articles of Amendment
to the
Articles of Organization
of an Arizona limited liability company
Pursuant to A.R.S. 29-633 (F)

1. The name of the limited liability company is: _____________________________________.

[Option 1:  To change the name of the LLC]

2.  Article 1 of the Articles of Organization is amended as follows:  The name of the organization is ________________________.

[Option 2:  To change the LLC’s known place of business]

2.  Article 2 of the Articles of Organization is amended as follows:  The organization’s known place of business has changed to: __________________________________.

[Option 3:  To add or remove a member of a member managed LLC]

2. Article 6 of the Articles of Organization is amended as follows:  The names and and addresses of all of the members of the organization are:

[list the names and addresses of all members.  An address can be in or outside Arizona and can be a business or home address, post office box or UPS mail box.]

[Option 4:  To add or remove a member of a manager managed LLC.  Note:  The Articles of Organization must name only members who own 20% or more of the capital or profits interest of the company. ]

2. Article 6 of the Articles of Organization is amended as follows:  The names and and addresses of all of the members of the organization who own 20% or more of the capital or profits interest of the company are:

[list the names and addresses of all 20% or greater members.  An address can be in or outside Arizona and can be a business or home address, post office box or UPS mail box.]

[Option 5:  To add or remove a manager of a manager managed LLC.  Note:  The Articles of Organization must name all managers of the company. ]

2. Article 6 of the Articles of Organization is amended as follows:  The names and and addresses of all of the managers of the company are:

[list the names and addresses of all managers.  An address can be in or outside Arizona and can be a business or home address, post office box or UPS mail box.]

Dated:   ______________________, 2011.

[Option 6: If the LLC is member managed (see its Articles of Organization if you are not sure), use the following signature line for a member.]

_______________________________________________________
Signature of Member

[Option 7: If the LLC is member managed (see its Articles of Organization if you are not sure), use the following signature line for a member.]

_______________________________________________________
Signature of Manager

______________________________________________________
Print Name of the Signer