Why LLCs Must Have an ALLCA Compliant Operating Agreement: Reason # 2
New Arizona Limited Liability Company Act (ALLCA) Section 29-3101.13 effective September 1, 2019, states:
“Manager” means a person that under the Operating Agreement of a Manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in Section 29-3407, subsection C.
ALLCA Section 29-3105.A.1(b) states:
The Operating Agreement governs . . . the rights and duties . . . of a person in the capacity of Manager
My interpretation of these two statutes is that under ALLCA the only way a manager of a manager managed LLC can be a manager and have manager power’s is if the LLC has an Operating Agreement and the person or entity is named in that Operating Agreement as a manager.
Conclusion: When a manager managed LLC becomes subject to the new ALLCA it will not have a manager unless the LLC has an Operating Agreement that names one or more managers.
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How to Hire Richard Keyt to Prepare an ALLCA Compliant Operating Agreement
I invested a lot of time reading and studying Arizona's new LLC law because I know that all existing and future Arizona LLCs need an Operating Agreement that is drafted specifically for Arizona's new ALLCA. My ALLCA compliant Operating Agreements contains 17 pages of new text that addresses Arizona's new LLC law.
Two ways to get an ALLCA compliant Operating Agreement:
- Hire me to form a new Arizona LLC, or
- If you have an existing Arizona LLC, hire me to prepare an Operating Agreement for the LLC.
Option 1 Form a New LLC: To hire me, Arizona LLC attorney Richard Keyt (6,600+ LLCs formed and 163 five star Google & Facebook reviews), to form your new LLC complete our online LLC formation questionnaire or call me at 480-664-7478 and give me your information. Your LLC will be formed the first Wednesday or Friday after we are hired. See the “Contents of the Bronze ($397), Silver ($597) & Gold ($997) LLC Packages.
Option 2 Purchase an Operating Agreement: If you have an existing Arizona LLC and want to upgrade to a new ALLCA compliant Operating Agreement complete our online Operating Agreement questionnaire.