Arizona Laws 29-3201. Formation of limited liability company; articles of organization
A. One or more persons may act as organizers to form a limited liability company by delivering to the commission for filing the articles of organization.
Terms Used In Arizona Laws 29-3201
- 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.
- 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
- 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
- Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
- 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
B. The articles of organization must state all of the following:
1. The name of the limited liability company that complies with section 29-3112.
2. The principal address, which may be the same as the mailing address of the company’s statutory agent.
3. The name and street and mailing addresses in this state of the company’s statutory agent.
4. Whether the company is a manager-managed limited liability company or a member-managed limited liability company and either of the following:
(a) If the company is a manager-managed limited liability company, the name and address of each manager and the name and address of each member who owns a twenty percent or greater interest in the capital or profits of the company.
(b) If the company is a member-managed limited liability company, the name and address of each member of the company.
C. The articles of organization may contain statements as to matters other than those required by subsection B of this section but may not vary or otherwise affect the provisions specified in section 29-3105, subsections C and D in a manner inconsistent with section 29-3105.
D. A limited liability company is formed when the articles of organization become effective.
E. A parent limited liability company and its subsidiary limited liability companies may be formed at the same time.
F. The filing of the articles of organization by the commission is conclusive proof that all conditions precedent that are required to be performed by the organizers have been satisfied and that the limited liability company has been legally organized and formed under this chapter.
G. Within sixty days after the commission files the articles of organization, either of the following must occur:
1. A notice of the filing of the articles shall be published in a newspaper of general circulation in the county of the statutory agent’s street address for three consecutive publications containing the information required in subsection B of this section. 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.