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.

Ready to start your LLC? Start an LLC Online Now

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.

Ready to start your LLC? Start an LLC Online Now
California LLC Laws

References

Related articles

Advantages & Disadvantages of an LLC

An LLC, or limited liability company, is a business structure that is regulated by state law, and each state has some variation as to how it governs these entities. The limited liability company is a relatively new business model and, like any business structure, there are advantages and disadvantages to using the LLC structure to govern a business.

LLC Statutes in Illinois

In 1997, the Illinois Limited Liability Company Act was enacted and established the governing LLC statutes in Illinois, cited as 85 Illinois Compiled Statutes (ILCS) 180. The act authorized the formation of LLCs as new business structures that are designed to give business owners the advantages of a corporation -- limited liability -- and a partnership -- flexibility in management and pass-through taxation. In August 2005, the act was amended to authorize a new type of LLC called a "series LLC" and amended again in 2010 to provide for a new type of LLC called a "low-profit LLC.”

What Are the Advantages of an LLC in Michigan?

There are a number of advantages to forming a Limited Liability Company (LLC) in Michigan. Michigan changed its laws related to LLCs in 1997 in order to create a more favorable business climate in the state and in doing so, it adopted a number of rules that make forming an LLC in Michigan easier and cost effective for more types of businesses.

LLCs, Corporations, Patents, Attorney Help

Related articles

Texas Limited Liability Company Rules

A limited liability company (LLC) combines characteristics of both partnerships and traditional corporations. Those ...

Louisiana Limited Liability Company Law

A limited liability company (LLC) is a hybrid corporate entity that combines characteristics from both partnerships and ...

Arizona Limited Liability Company Operating Agreement

The owners of a limited liability company (LLC) are called members and an operating agreement is a contract between the ...

How to: Setting Up an LLC in Georgia

You set up an LLC in Georgia by filing a document called Articles of Organization that complies with the requirements ...

Browse by category
Ready to Begin? GET STARTED