Uniform Limited Liability Company Act in Arizona

By Lisa Magloff

A limited liability company, or LLC, is a type of business structure that can give owners -- called members -- certain tax advantages and operational flexibility. Members are also not generally held personally liable for any debts or judgments against the company. In Arizona, the formation and operation of LLCs is governed by each company's operating agreement and the Arizona Uniform Limited Liability Company Act, or AULLCA.

History

In 1977, Wisconsin was the first state to pass a law allowing formation of LLCs. More states followed suit, adopting their own legislation for the formation of LLCs. In 1994, the National Conference of Commissioners on Uniform State Laws adopted a uniform limited liability act. Following this, many states altered their LLC laws in order bring them into line with this act. Arizona enacted its AULLCA in 1997 in order to bring its own LLC laws into line with the uniform code.

Formation

According to the AULLCA, in order to form an LLC in Arizona, members must file a signed articles of organization document with the Arizona Corporations Commission. This document includes the name and address of the company and its registered agent; the latest date when the company must dissolve, if not a perpetual company; a statement as to how the LLC will be managed; and the name and address of the managers and members. An operating agreement is a contract between LLC members which governs the operation of the company. A written operating agreement is not required in Arizona, but the procedures in an operating agreement can be used in place of many of the rules given in the AULLCA. Without a written operating agreement, the AULLCA governs many of the operations of the company by default.

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Record Keeping

The AULLCA requires all Arizona LLCs to keep copies of the names and addresses of all members, the articles of organization, and all tax returns and financial statements for the past three years. The copies must be kept at the company's main place of business. The law also allows any LLC member to inspect and copy the company records for any purpose related to the business.

Members

The AULLCA states that a person may become a member of an LLC either by being listed as a member in the articles of organization, or by signing the operating agreement and being identified as a member in a written statement certified by all of the LLC's managers. New members may be added to the LLC either by whatever method is stipulated in the operating agreement or, if there is no operating agreement, by unanimous consent of all the members. Members may leave the LLC by sending written notice to the other members. If a member leaves the LLC in a way not stipulated in the operating agreement, the company may be able to claim damages.

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References

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