{"id":1318,"date":"2010-10-07T09:35:14","date_gmt":"2010-10-07T16:35:14","guid":{"rendered":"http:\/\/www.keytlaw.com\/azllclaw\/?page_id=1318"},"modified":"2021-01-02T10:31:30","modified_gmt":"2021-01-02T17:31:30","slug":"amendaoo","status":"publish","type":"page","link":"https:\/\/www.keytlaw.com\/azllclaw\/operating-llcs\/amendaoo\/","title":{"rendered":"When an LLC Must Amend its Articles of Organization"},"content":{"rendered":"

by Richard Keyt<\/a>, Arizona LLC attorney<\/p>\n

The Articles of Organization of an Arizona limited liability company is the company’s primary governing document.\u00a0 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.<\/p>\n

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.<\/p>\n

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.<\/p>\n

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.\u00a0 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.<\/p>\n

Statutory Requirement to Amend Articles of Organization<\/strong><\/h2>\n

Arizona law (A.R.S. \u00a7<\/span> 29-3202<\/a>)<\/span> requires that an Arizona LLC amend its Articles of Organization within thirty days after the happening of any of the following events:<\/p>\n

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1. a member-managed limited liability company has a change in members.<\/p>\n

2. a manager-managed limited liability company has a change in managers or a change in members owning twenty percent or greater interest in the capital or profits of the company.<\/p>\n

3. the limited liability company changes its statutory agent.<\/p>\n<\/blockquote>\n

4. the limited liability company changes its principal address.<\/p>\n

5. the address of one or more of the limited liability company\u2019s managers or members changes.<\/p>\n

6. the address of the statutory agent changes.<\/p>\n

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.<\/p>\n

Note<\/strong>:\u00a0 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.<\/p>\n

Publishing the Amendment in a Newspaper<\/strong><\/p>\n

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 unless the company’s statutory agent’s address is in Maricopa or Pima county.\u00a0 Note<\/strong>:\u00a0 Publication is not required, however, if amendments to the Articles are solely in relation to changes in managers or members of the company.<\/p>\n

Hire KEYTLaw to Amend to Articles of Organization Service<\/strong><\/h2>\n

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.\u00a0 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.\u00a0 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.<\/p>\n

How to Hire Richard Keyt to Change the Name of Your Arizona LLC<\/strong><\/h2>\n

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.<\/p>\n