Paralegal Plus☏ 623-252-3645
(The New) ALLCA signed by Governor Doug Ducey on April 10, 2018 became effective Sept. 1, 2020.
Starting on September 1, 2020, this act replaced Arizona’s former Arizona LLC Laws which were in effect since 1992).
The statutes on this page relate to LLC Companies only. See all Titles of Arizona Revised Statutes here.
| Article 1 | General Provisions |
| 29-3101 – Short title |
| 29-3102 – Definitions |
| 29-3103 – Knowledge; notice |
| 29-3104 – Governing law |
| 29-3105 – Operating agreement; scope, function and limitations |
| 29-3106 – Operating agreement; effect on limited liability company and persons becoming members; preformation agreement |
| 29-3107 – Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company |
| 29-3108 – Nature, purpose and duration of limited liability company |
| 29-3109 – Powers |
| 29-3110 – Application to existing relationships |
| 29-3111 – Supplemental principles of law and equity |
| 29-3112 – Permitted names |
| 29-3113 – Reservation of name |
| 29-3114 – Registration of name by a foreign limited liability company |
| 29-3115 – Statutory agent |
| 29-3116 – Statement of change |
| 29-3117 – Resignation of statutory agent |
| 29-3118 – Change of name or address by statutory agent |
| 29-3119 – Service of process, notice or demand |
| 29-3120 – Delivery of record |
| 29-3121 – Reservation of power to amend or repeal |
| 29-3122 – Powers of commission |
| 29-3123 – Taxation |
| Article 2 | Formation; Articles of Organization and Other Filings |
| 29-3201 – Formation of limited liability company; articles of organization |
| 29-3202 – Amendment or restatement of articles of organization |
| 29-3203 – Signing of records to be delivered for filing to the commission |
| 29-3204 – Signing and filing pursuant to judicial order |
| 29-3205 – Liability for inaccurate information in filed record |
| 29-3206 – Filing requirements |
| 29-3207 – Effective date and time |
| 29-3208 – Withdrawal of filed record before effectiveness |
| 29-3209 – Correcting filed record |
| 29-3210 – Duty of commission to file; refusal to file; delivery of record by commission |
| 29-3211 – Certificate of good standing or registration |
| 29-3212 – Interrogatories by the commission; information disclosed by interrogatories |
| 29-3213 – Fees; filing services; definition |
| Article 3 | Relations of Members and Managers to Persons Dealing with Limited Liability Company |
| 29-3301 – Agency power of member and manager |
| 29-3302 – [Reserved] |
| 29-3303 – [Reserved] |
| 29-3304 – Liability of members and managers |
| Article 4 | Relations of Members to Each Other and to Limited Liability Company |
| 29-3401 – Becoming a member; transferable interest; ownership of interest in limited liability company |
| 29-3402 – Form of contribution |
| 29-3403 – Liability for contributions |
| 29-3404 – Sharing of and right to distributions before dissolution |
| 29-3405 – Limitations on distributions |
| 29-3406 – Liability for improper distributions |
| 29-3407 – Management of limited liability company |
| 29-3408 – Reimbursement; indemnification; advancement; insurance |
| 29-3409 – Standards of conduct for members and managers |
| 29-3410 – Records to be kept; rights to information and records of member, manager and person dissociated as member |
| Article 5 | Transferable Interests and Rights of Transferees and Creditors |
| 29-3501 – Nature of transferable interest |
| 29-3502 – Transfer of transferable interest |
| 29-3503 – Charging order |
| 29-3504 – Power of legal representative of deceased member |
| Article 6 | Dissociation |
| 29-3601 – Power to dissociate as member; wrongful dissociation |
| 29-3602 – Events causing dissociation |
| 29-3603 – Effect of dissociation |
| Article 7 | Dissolution and Winding Up |
| 29-3701 – Events causing dissolution |
| 29-3702 – Winding up |
| 29-3703 – Rescinding dissolution |
| 29-3704 – Known claims against dissolved limited liability company |
| 29-3705 – Other claims against dissolved limited liability company |
| 29-3706 – Court proceedings |
| 29-3707 – Disposition of assets in winding up |
| 29-3708 – Administrative dissolution |
| 29-3709 – Reinstatement |
| 29-3710 – Judicial review of denial of reinstatement |
| Article 8 | Actions by Members |
| 29-3801 – Direct action by member |
| 29-3802 – Derivative action |
| 29-3803 – Proper plaintiff |
| 29-3804 – Pleading |
| 29-3805 – Special litigation committee |
| 29-3806 – Proceeds and expenses; voluntary dismissal or settlement |
| 29-3807 – Other remedies in direct and derivative actions |
| Article 9 | Foreign Limited Liability Companies |
| 29-3901 – Governing law |
| 29-3902 – Registration to do business in this state |
| 29-3903 – Foreign registration statement |
| 29-3904 – Amendment of foreign registration statement |
| 29-3905 – Activities not constituting doing business |
| 29-3906 – Noncomplying name of foreign limited liability company |
| 29-3907 – [Reserved] |
| 29-3908 – Withdrawal on dissolution |
| 29-3909 – [Reserved] |
| 29-3910 – Termination of registration |
| 29-3911 – Withdrawal of registration |
| 29-3912 – Action by attorney general |
| Article 10 | Merger, Interest Exchange, Conversion, Domestication and Division |
| 29-4001 – Definitions |
| 29-4002 – Appraisal rights |
| 29-4003 – Entity restructuring transactions |
| 29-4004 – Action on plan |
| 29-4005 – Statement of merger or other transaction as articles of termination; publication or posting |
| Article 11 | Professional Limited Liability Companies |
| 29-4101 – Definitions |
| 29-4102 – Professional limited liability company formation |
| 29-4103 – Exclusions from article |
| 29-4104 – Application of general limited liability company law |
| 29-4105 – Special restrictions |
| 29-4106 – Name |
| 29-4107 – Professional relations and responsibility |
| 29-4108 – Disciplinary powers of regulating licensing authorities |
| Article 12 | Miscellaneous Provisions |
| 29-4201 – Uniformity of application and construction |
| 29-4202 – Relation to electronic signatures in global and national commerce act |
Reference Arizona’s first enacted LLC Act (Replaced by the laws listed on this page) here.