Arizona Laws 29-3202. Amendment or restatement of articles of organization
A. The articles of organization may be amended or restated at any time, including to:
Terms Used In Arizona Laws 29-3202
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of organization: means the articles required by section 29-3201. See Arizona Laws 29-3102
- Commission: means the corporation commission. See Arizona Laws 29-3102
- Contract: A legal written agreement that becomes binding when signed.
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
- Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 29-3407, subsection C. See Arizona Laws 29-3102
- Manager-managed limited liability company: means a limited liability company that qualifies under section 29-3407, subsection A. See Arizona Laws 29-3102
- Member: means a person that both:
(a) Has become a member of a limited liability company under section 29-3401 or was a member in a company when the company became subject to this chapter under section 29-3110. See Arizona Laws 29-3102
- Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability company. See Arizona Laws 29-3102
- Population: means the population according to the most recent United States decennial census. See Arizona Laws 1-215
- Principal address: means the mailing address of a limited liability company or foreign limited liability company, whether or not located in this state. See Arizona Laws 29-3102
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. See Arizona Laws 29-3102
- Statutory agent: means the agent of a limited liability company or foreign limited liability company that is authorized to receive service of any process, notice or demand required or permitted by law to be served on the company. See Arizona Laws 29-3102
1. Change the name of the limited liability company.
2. Change from a member-managed limited liability company to a manager-managed limited liability company or from a manager-managed limited liability company to a member-managed limited liability company.
B. The articles of organization shall be amended if there is a statement in the articles that was false or erroneous when it was made or within thirty days after the occurrence of any of the following:
1. A member-managed limited liability company has a change in members.
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.
C. The articles of organization shall be amended or a statement of change shall be filed within thirty days after the occurrence of any of the following:
1. The limited liability company changes its statutory agent.
2. The limited liability company changes its principal address.
3. The address of one or more of the limited liability company’s managers or members changes.
4. The address of the statutory agent changes.
D. To amend its articles of organization, a limited liability company must deliver to the commission for filing an amendment stating both of the following:
1. The name of the company.
2. The text of the amendment.
E. To restate its articles of organization without amendment, a limited liability company must deliver to the commission for filing the restated articles, designated as such in the heading, stating both of the following:
1. The name of the company.
2. The text of the restated articles.
F. To amend and restate its articles of organization, a limited liability company must deliver to the commission for filing the amended and restated articles, designated as such in the heading, stating both of the following:
1. The name of the company.
2. The text of the amended and restated articles.
G. If a member of a member-managed limited liability company or a manager of a manager-managed limited liability company knows that any information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances, the member or manager shall promptly do either of the following:
1. Cause the articles to be amended.
2. If appropriate, deliver to the commission for filing a statement of change under section 29-3116 or a statement of correction under section 29-3209.
H. Within sixty days after the commission approves the filing, either of the following must occur:
1. A copy of the amendment, restated articles of organization or amended and restated articles of organization shall be published in a newspaper of general circulation in the county of the statutory agent’s street address for three consecutive publications. An affidavit evidencing the publication may be filed with the commission.
2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130 if the statutory agent’s street address is in a county with a population of more than eight hundred thousand persons.
I. Publication or posting pursuant to subsection H of this section is not required if the amendments to the articles of organization change only any of the following:
1. The names or addresses of members or managers.
2. The company’s principal address.
3. The name or address of the statutory agent.
J. A limited liability company that has not amended its articles of organization as required by this section may not maintain an action on or on account of a contract or transaction made in the name of the company in any court of this state until it has amended its articles as required by this section.