When an LLC Must Amend its Articles of Organization

When an LLC Must Amend its Articles of Organization2018-10-07T09:30:36+00:00

by Richard Keyt, Arizona LLC attorney

The Articles of Organization of an Arizona limited liability company is the company’s primary governing document.  The Articles of Organization are filed with the Arizona Corporation Commission (“ACC”) and the contents of the document is a matter of public record on file at the ACC.

The Articles of Organization lists: (i) in the case of member-managed Arizona LLCs, the names and addresses of all members, or (ii) in the case of manager-managed Arizona limited liability companies, the names and addresses of all members who own a twenty percent or greater interest in the capital or profits interest in the company, and the names and addresses of all managers.

For Arizona LLCs that do not have a written Operating Agreement, the Articles of Organization filed with the ACC may be the only written evidence that identifies the members and managers of the company.

Because the information in the Articles of Organization is a matter of public record, it is very important that each Arizona LLC always make sure that its Articles of Organization on file with the ACC lists the correct owners and managers of the company.  In a dispute involving ownership of an Arizona LLC, the information on ownership contained in the company’s Articles of Organization will be used prove who owns the company.

Statutory Requirement to Amend Articles of Organization

Arizona law (A.R.S. § 29-633) requires that an Arizona LLC amend its Articles of Organization within thirty days after the happening of any of the following events:

1.  Any statement in the Articles of Organization becomes inaccurate (other than a change in the address of the company’s known place of business or the name or address of the company’s statutory agent).

2.  A member-managed company has a change in members.  For example, the company acquires a new member or a member listed in the Articles of Organization ceases to be a member.

3.  A manager-managed company has a change in managers.  For example, the company acquires a new manager or a manager listed in the Articles of Organization ceases to be a manager.

4.  A manager-managed company has a change in the members who own a 20% or greater interest in the capital or profits interest of the company.  The Articles of Organization must be amended if:

A.  A person, trust 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, trust 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.

If any of the situations described above occurs, the company is required by Arizona law to file an amendment to the Articles of Organization with the ACC.

Note:  If the address of a member or manager listed in the Articles of Organization changes, the company must notify the ACC of the change by sending the ACC a written document signed by a manager and pay the required fee.

Publishing the Amendment in a Newspaper

Within 60 days after the ACC approves the articles of amendment, an Arizona LLC must publish the amendment in a newspaper of general circulation in the county of the known place of business of the company for three consecutive publications.  Note:  Publication is not required, however, if amendments to the Articles are solely in relation to changes in managers or members of the company.

Hire KEYTLaw to Amend to Articles of Organization Service

If you value your time and don’t want to amend your LLC’s Articles of Organization yourself, hire us to do it for you.  We will prepare and file the Articles of Amendment to the Articles of Organization for your LLC for $255, which consists of $195 for the Articles of Amendment to the Articles of Organization and $60 for the ACC’s expedited filing fee.  If the amendment involves changing the name of the LLC, there is an additional cost to publish the amendment in a newspaper in the county in which the LLC has its place of business.

How to Hire Richard Keyt to Change the Name of Your Arizona LLC

To hire me, Arizona LLC attorney Richard Keyt, to prepare an amendment to the Articles of Organization of your Arizona LLC, file the amendment with the Arizona Corporation Commission on an expedited filing basis and publish the amendment to the Articles of Organization in a newspaper in the appropriate county (only for a name change), click on the appropriate link below.

If you have any questions about the agreement or amending the Articles of Organization of your LLC, call me, Richard Keyt, at 480-664-7478, my son Arizona LLC attorney Richard C. Keyt at 480-664-7472 or KEYTLaw LLC legal assistant Davis Bauer - 480-664-7846.