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 29-3202 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?“