Arizona Limited Liability Company Act: Formation and Filing Rules

The Arizona Limited Liability Company Act, codified at A.R.S. Title 29, Chapter 7, is the single body of law governing every domestic LLC in the state. It sets the formation paperwork, naming rules, statutory agent requirement, publication step, management defaults, fiduciary duties, recordkeeping obligations, and dissolution procedures. The filing fee to form a new LLC is $50 with regular processing, and the whole process can be completed online through the Arizona Corporation Commission. The Act gives owners substantial room to customize their internal rules by written agreement, while supplying default rules whenever the owners haven’t addressed something themselves.

What the Articles of Organization Must Contain

An Arizona LLC comes into existence the moment the Corporation Commission approves and files its Articles of Organization. Under A.R.S. § 29-3201, the articles must include four categories of information:¹

The company name, which must comply with A.R.S. § 29-3112.
The principal address, which can be the same as the statutory agent’s mailing address.
The name, Arizona street address, and mailing address of the statutory agent.
Whether the LLC is member-managed or manager-managed. A manager-managed LLC lists each manager and every member who owns 20 percent or more of the capital or profits. A member-managed LLC lists every member.

One or more organizers can file the paperwork, and any organizer can sign. The articles may add other provisions, so long as they do not conflict with the non-waivable protections built into the Act.¹

Naming Rules

The company name must include one of these designators, in any mix of upper and lower case: “limited liability company,” “limited company,” “L.L.C.,” “LLC,” “L.C.,” or “LC.” It cannot include “association,” “corporation,” or “incorporated,” or abbreviations of those words.²

The name must also be distinguishable in the records of the Corporation Commission and the Secretary of State from the name of any existing entity, any registered name, and any reserved name. When the Commission compares names, it ignores entity-type designators like “LLC,” “Inc.,” or “Ltd.” That means “Copper State LLC” would conflict with an existing “Copper State Inc.”²

Statutory Agent Requirement

Every Arizona LLC must designate and continuously maintain a statutory agent with a place of business or residence in Arizona. The agent’s statutory duty is to forward any legal process, notices, or demands to the company at its most current address.³ The agent can be an individual Arizona resident or an entity authorized to do business in the state.

Unless the statutory agent personally signed the Articles of Organization, the appointment is not effective until the agent delivers a signed acceptance to the Commission.³ The Commission recommends submitting the acceptance together with the articles to avoid delays.⁴

How to File and What It Costs

Organizers can file online through the Corporation Commission’s Arizona Business Center portal, which replaced the older eCorp system in January 2026.⁵ Paper forms can also be mailed to the Commission’s Phoenix office. Official forms and instructions sit on the Commission’s LLC forms page.⁶

The regular filing fee is $50. Expedited processing adds $35, for an $85 total.⁷ Regular processing takes an estimated 14 to 16 days; expedited runs 3 to 5 days. For urgent filings, the Commission offers next-day processing for an added $100 and same-day for an added $200.⁸

The 60-Day Publication Step

Arizona still requires new LLCs to complete a publication step within 60 days after the Commission files the articles. What you have to do depends on where your statutory agent’s street address is located.¹

In counties with a population over 800,000 (Maricopa and Pima), the Commission posts the filing information to a public database. No newspaper publication is needed.
In every other county, the LLC must publish a notice containing the information required in the articles in a newspaper of general circulation in the county of the statutory agent’s street address, for three consecutive publications. An affidavit of publication may then be filed with the Commission.

This is the step most new owners either forget or assume doesn’t apply to them. If your statutory agent sits in a smaller county, budget for newspaper publication costs and watch the 60-day window.

The Operating Agreement

The operating agreement is the internal contract that governs how the LLC actually runs. Under A.R.S. § 29-3105, it controls member relationships, manager rights and duties, business operations, and the process for amending the agreement itself. Where a provision in the agreement conflicts with the Act’s default rules, the agreement generally wins. The Act does not require the agreement to be in writing, and it is never filed with the Commission. If the agreement is silent on an issue, the Act’s defaults fill the gap.⁹

The Act draws hard lines around protections no agreement can eliminate. The operating agreement cannot remove the obligation of good faith and fair dealing, eliminate liability for willful or intentional misconduct, or unreasonably restrict a member’s right to inspect company records. It also cannot change the rules for judicial dissolution or alter requirements tied to statutory agents and Commission filings.⁹

Member-Managed or Manager-Managed

Arizona LLCs default to member management. The only way to create a manager-managed structure is to state so in the Articles of Organization.¹⁰

In a member-managed LLC, every member can conduct day-to-day operations. For decisions outside ordinary business but within the company’s purpose, a majority in interest of the members decides. Certain actions take a unanimous vote, including amending the operating agreement, issuing a new transferable interest, or converting the company to manager-managed.¹⁰

In a manager-managed LLC, managers run daily operations and a majority of the managers decides matters outside the ordinary course of business. Members still vote unanimously on major structural changes such as amending the operating agreement or switching back to member management, but they do not direct everyday affairs.¹⁰ If some owners are passive investors who shouldn’t be able to bind the company, manager management is the safer design. If every owner is active, member management keeps things simpler.

Fiduciary Duties

A.R.S. § 29-3409 imposes fiduciary duties on the people who actually control the LLC. In a member-managed LLC, every member owes them. In a manager-managed LLC, managers owe them; a non-managing member generally does not, unless that member exercises enough control that the duties attach based on actual participation.¹¹

The duty of loyalty covers four specific obligations: account for and hold as a trustee any property or profit not properly kept; avoid dealing with the company on behalf of someone with an adverse interest; refrain from competing with the company before dissolution; and disclose any material conflict of interest when members are considering a decision or transaction.¹¹

The duty of care under the Arizona Act is narrower than the corporate “reasonable person” standard. It requires those in control to refrain from grossly negligent or reckless conduct and from willful or intentional misconduct.¹¹ A bad business decision made in good faith won’t violate it. Only reckless or deliberately harmful conduct crosses the line. Both duties sit under an overarching obligation of good faith and fair dealing that no operating agreement can eliminate.⁹

Required Records and Member Inspection

A.R.S. § 29-3410 requires every LLC to maintain specific records, though the statute does not specify where to keep them:¹²

Current full names and last known addresses of all members and managers.
The articles of organization and all amendments.
All current and prior written operating agreements and their amendments.
Any record of a member’s obligation to contribute capital.
Federal, state, and local income tax returns for the three most recent years, if any.
The company’s financial statements for the three most recent years, if any.

Members and managers may inspect and copy these records during regular business hours. The right is not unconditional. The person seeking access must make a written demand describing the records and the purpose, the purpose must be reasonably related to that person’s rights or duties under the operating agreement or the Act, and the records must be directly connected to the stated purpose.¹²

Federal Tax Classification Sits Outside the Act

The Act governs state-level formation and operations; it does not control how the IRS treats the entity. By default, the IRS classifies a single-member LLC as a disregarded entity, meaning the owner reports business income and expenses on a personal return. An LLC with two or more members is classified as a partnership for federal income tax purposes.¹³

Either type of LLC can elect to be taxed as a corporation by filing IRS Form 8832. Even a single-member LLC that is a disregarded entity for income tax purposes stays a separate entity for employment tax and excise tax purposes, which matters once you hire employees.¹³

No Annual Report

Unlike Arizona corporations, Arizona LLCs are not required to file annual reports with the Corporation Commission.⁸ That lowers ongoing compliance work. It also means nothing forces a yearly update. If your statutory agent, address, or membership changes, you have to file the appropriate amendment on your own.

Dissolution and Winding Up

An Arizona LLC dissolves and must begin winding up its affairs when any of the following happens:¹⁴

A triggering event stated in the operating agreement or articles occurs.
The members consent. If the operating agreement doesn’t set a voting threshold, dissolution requires a majority in interest, and one or more members entitled to more than half the liquidation value must be among those consenting.
The company has no members for 180 consecutive days and no new member is admitted in that window.
A court orders dissolution on a member’s application because the company’s activities are unlawful, carrying on the business under the operating agreement is no longer reasonably practicable, management is deadlocked, or those in control have engaged in fraud, persistent breach of the duty of loyalty, or waste of company assets.
The Commission administratively dissolves the LLC under A.R.S. § 29-3708.

After dissolution, the company discharges debts, settles its business, and distributes remaining assets to members. It may file a notice of winding up with the Commission. Once all known property has been applied and distributed, the LLC files articles of termination. The termination filing fee is $35.¹⁵

Keeping the Liability Shield Intact

The core purpose of an LLC is that members aren’t personally liable for the company’s debts. That protection isn’t automatic once the Commission approves the articles. Courts can pierce the veil and reach a member’s personal assets if the LLC is treated as the owner’s alter ego rather than a genuinely separate entity. The fastest route to that outcome is commingling personal and business funds.

Keeping the shield in place in practice means maintaining a dedicated business bank account, signing contracts in the LLC’s name rather than your own, using the LLC’s EIN for business transactions, and actually following the operating agreement you wrote. Skip those formalities and a creditor can argue the LLC never operated as a separate entity.

1
Arizona Legislature. Arizona Code 29-3201 – Formation of Limited Liability Company; Articles of Organization
2
Arizona Legislature. Arizona Code 29-3112 – Permitted Names
3
Arizona Legislature. Arizona Code 29-3115 – Statutory Agent
4
Arizona Corporation Commission. Instructions M002i Statutory Agent Acceptance
5
Arizona Corporation Commission. Arizona Business Center – ACCs New Online Business Filing Portal to Debut January 12, 2026
6
Arizona Corporation Commission. LLC Forms
7
Arizona Corporation Commission. Fee Schedule – LLCs
8
Arizona Corporation Commission. Business Services FAQs
9
Arizona Legislature. Arizona Code 29-3105 – Operating Agreement; Scope, Function and Limitations
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Arizona Legislature. Arizona Code 29-3407 – Management of Limited Liability Company
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Arizona Legislature. Arizona Code 29-3409 – Standards of Conduct for Members and Managers
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Arizona Legislature. Arizona Code 29-3410 – Records to Be Kept; Rights to Information and Records of Member, Manager and Person Dissociated as Member
13
Internal Revenue Service. Limited Liability Company (LLC)
14
Arizona Legislature. Arizona Code 29-3701 – Events Causing Dissolution
15
Arizona Corporation Commission. Instructions L031i Articles of Termination