Arizona Limited Liability Company Act

SB 1353, signed by Governor Ducey on April 10, 2018
became effective September 1, 2019.
It repealed Arizona’s prior LLC Act on September 1, 2020

	Article 1. General Provisions
Statute	Title
Section 29-3101	Short Title
Section 29-3102	Definitions
Section 29-3103	Knowledge; Notice
Section 29-3104	Governing Law
Section 29-3105	Operating Agreement; Scope, Function & Limitations
Section 29-3106	Operating Agreement; Effect on Limited Liability Company & Persons Becoming Members; Preformation Agreement
Section 29-3107	Operating Agreement; Amendment; Effect on Third Parties & Relationship to Records Effective on Behalf of Limited Liability Company
Section 29-3108	Nature, Purpose & Duration of Limited Liability Company
Section 29-3109	Powers
Section 29-3110	Application to Existing Relationships
Section 29-3111	Supplemental Principles of Law & Equity
Section 29-3112	Permitted Names
Section 29-3113	Reservation of Name
Section 29-3114	Registration of Name
Section 29-3115	Statutory Agent
Section 29-3116	Statement of Change
Section 29-3117	Resignation of Statutory Agent
Section 29-3118	Change of Name or Address by Statutory Agent
Section 29-3119	Service of Process, Notice or Demand
Section 29-3120	Delivery of Record
Section 29-3121	Reservation of Power to Amend or Repeal
Section 29-3122	Powers of Commission
Section 29-3123	Taxation
	Article 2. Formation; Articles of Organization and other Filings
Section 29-3201	Formation of Limited Liability company; Articles of Organization
Section 29-3202	Amendment or restatement of Articles of Organization
Section 29-3203	Signing of Records to be Delivered for Filing to the Commission
Section 29-3204	Signing and Filing Pursuant to Judicial Order
Section 29-3205	Liability for Inaccurate Information in Filed Record
Section 29-3206	Filing Requirements
Section 29-3207	Effective Date & Time
Section 29-3208	Withdrawal of Filed Record before Effectiveness
Section 29-3209	Correcting Filed Record
Section 29-3210	Duty of Commission to File; Refusal to File; Delivery of Record by Commission
Section 29-3211	Certificate of Good Standing or Registration
Section 29-3212	Interrogatories by the Commission; Information Disclosed by Interrogatories
Section 29-3213	Fees; Filing Services; Definition
Section 29-3301	Agency Power of Member & Manager
Section 29-3302	Reserved.
Section 29-3303	Reserved.
Section 29-3304	Liability of Members & Managers
	Article 4. Relations of Members to Each Other & to Limited Liability Company
Section 29-3401	Becoming a Member; Transferable Interest; Ownership of Interest in Limited Liability Company
Section 29-3402	Form of Contribution
Section 29-3403	Liability for Contributions
Section 29-3404	Sharing of and Right to Distributions Before Dissolution
Section 29-3405	Limitations on Distributions
Section 29-3406	Liability for Improper Distributions
Section 29-3407	Management of Limited Liability Company
Section 29-3408	Reimbursement; Indemnification; Advancement; Insurance
Section 29-3409	Standards of Conduct for Members & Managers
Section 29-3410	Records to be Kept; Rights to Information and Records of Member, Manager & Person Dissociated as Member
	Article 5. Transferable Interests & Rights of Transferees & Creditors
Section 29-3501	Nature of Transferable Interest
Section 29-3502	Transfer of Transferable Interest
Section 29-3503	Charging Order
Section 29-3504	Power of Legal Representative of Deceased Member
	Article 6. Dissociation
Section 29-3601	Power to Dissociate as Member; Wrongful Dissociation
Section 29-3602	Events Causing Dissociation
Section 29-3603	Effect of Dissociation
	Article 7. Dissolution and Winding Up
Section 29-3701	Events Causing Dissolution
Section 29-3702	Winding Up
Section 29-3703	Rescinding Dissolution
Section 29-3704	Known Claims Against Dissolved Limited Liability Company
Section 29-3705	Other Claims Against Dissolved Limited Liability Company
Section 29-3706	Court Proceedings
Section 29-3707	Disposition of Assets in Winding Up
Section 29-3708	Administrative Dissolution
Section 29-3709	Reinstatement
Section 29-3710	Judicial Review of Denial of Reinstatement
	Article 8. Actions by Members
Section 29-3801	Direct Action by Member
Section 29-3802	Derivative Action
Section 29-3803	Proper Plaintiff
Section 29-3804	Pleading in a Derivative Action
Section 29-3805	Special Litigation Committee
Section 29-3806	Proceeds and Expenses; Voluntary Dismissal or Settlement
Section 29-3807	Other Remedies in Direct & Derivative Actions
	Article 9. Foreign Limited Liability Companies
Section 29-3901	Governing Law
Section 29-3902	Registration to do Business in this State
Section 29-3903	Foreign Registration Statement
Section 29-3904	Amendment of Foreign Registration Statement
Section 29-3905	Activities not Constituting Doing Business
Section 29-3906	Noncomplying Name of Foreign Limited Liability Company
Section 29-3907	Reserved.
Section 29-3908	Withdrawal on Dissolution
Section 29-3909	Reserved.
Section 29-3910	Termination of Registration
Section 29-3911	Withdrawal of Registration
Section 29-3912	Action by Attorney General
	Article 10. Merger, Interest Exchange, Conversion, Domestication & Division
Section 29-4001	Definitions
Section 29-4002	Appraisal Rights
Section 29-4003	Entity Restructuring Transactions
Section 29-4004	Action on Plan
Section 29-4005	Statement of Merger or other Transaction as Articles of Termination; Publication or Posting
	Article 11. Professional Limited Liability Companies
Section 29-4101	Definitions
Section 29-4102	Professional Limited Liability company Formation
Section 29-4103	Exclusions from Article
Section 29-4104	Application of General Limited Liability Company Law
Section 29-4105	Special Restrictions
Section 29-4106	Name
Section 29-4107	Professional Relations & Responsibility
Section 29-4108	Disciplinary Powers of Regulating Licensing Authorities
	Article 12. Miscellaneous Provisions
Section 29-4201	Uniformity of Application and Construction

Note:  As of September 1, 2020, this statute applies to all Arizona LLCs .  The text above shows the statute as of January 1, 2024.  To see if the Arizona legislature modified this statute after January 1, 2023, go the the Arizona legislature's website for Title 29, Chapter 7.