An LLC is formed or created by submitting Articles of Organization to the Arizona Corporation Commission (“A.C.C.”). The A.C.C. staff will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document. Once the articles are approved for filing, the LLC is organized (formed or created). Use the FILE feature to find the A.C.C. form for Articles of Organization.

No, but you can form an LLC and then apply to the I.R.S. for tax-exempt status. There are only LLCs in Arizona, not specifically nonprofit LLCs. If you want a tax-exempt LLC, you would form an LLC and then apply to the Internal Revenue Service for tax-exempt status, www.irs.gov. The I.R.S. may require particular language in the Articles of Organization in order to obtain tax-exempt status, and that language is NOT included in the A.C.C. forms. You should research the I.R.S. requirements before submitting any documents to the A.C.C.

Typically, persons in licensed professions, such as doctors, accountants, or lawyers, form professional LLCs. You should check with the agency or board that licenses your profession to see if it requires you to form a professional LLC or if it prohibits you from forming a professional LLC. The Arizona Corporation Commission cannot tell you whether you can or should form a professional LLC because this issue may involve legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants and cannot give legal or tax advice to the public.

Yes, the LLC must have at least one member. A limited liability company is owned by its members.

Yes.

Yes. The same person can be both the only member and the only manager.

The records of the Arizona Corporation Commission will reflect only members or managers – no “managing member” can be listed. If the LLC is set up with a Manager Structure (it is manager-managed), then it will have one or more managers, and those managers may also be members, but the A.C.C. does not recognize a title of “managing member.” If the LLC has a Member Structure (it is member-managed), then the A.C.C. will recognize only members, but not a “managing member.”

Members of an LLC are its owners, much like shareholders of a corporation own the corporation. Managers of LLCs are like the board of directors or the officers of a corporation. If a manager is also a member, then the manager may have an ownership interest in the LLC. If the manager is just a manager and is not also a member, then the manager has no ownership interest in the LLC.

If the LLC is member-managed, then the members as a group run the day-to-day operations of the LLC, subject to any operating agreement. Member-managed LLCs where each member has a vote function very similarly to partnerships.

If the LLC is manager-managed, the manager or managers run the day-to-day operations of the LLC instead of the members, subject to any operating agreement. Manager-managed LLCs function more like corporations, where the board of directors and the officers make decisions and the shareholders don’t really participate in day-to-day operations.

When you create an LLC, you must choose how the LLC will conduct its daily affairs by choosing whether it will be manager-managed or member-managed. This is called its “management structure.” If the LLC will be run by one or more managers and not by its members, then you must check the “vested in managers” box, and you must list the name and address of the manager, and you must list the name and address of all members who own 20% or more of the LLC, and then check the appropriate box under the manager and member names. If one or more members will make business decisions for the LLC and there are no managers, then you must check the “reserved to members” box and you must list the names and addresses of all members of the LLC, no matter what percentage they own.

Please note that A.C.C. staff cannot tell you what type of management structure to choose because the answer involves legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants and cannot give legal or tax advice to the public. We recommend you consult with appropriate professionals, such as a lawyer and an accountant, for advice on your particular needs.

This refers to how the LLC is organized, or its management structure (see the immediately preceding question and answer). If the LLC is manager-managed, only managers may sign documents submitted to the A.C.C. Please note that A.C.C. staff cannot tell you whether or not you should form a manager-managed LLC because the answer involves legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants and cannot give legal or tax advice to the public. We recommend you consult with appropriate professionals, such as a lawyer and an accountant, for advice on your particular needs.

This refers to how the LLC is organized, or its management structure (see the “management structure” question above). If the LLC is member-managed, only members may sign documents submitted to the A.C.C. Please note that A.C.C. staff cannot tell you whether or not you should form a member-managed LLC, because the answer involves legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants and cannot give legal or tax advice to the public. We recommend you consult with appropriate professionals, such as a lawyer and an accountant, for advice on your particular needs.

An operating agreement is an agreement that governs relations among the members and the managers and between the members and managers and the limited liability company. The operating agreement may be written, which is recommended, or it may be oral (verbal). It may contain any provision that is not contrary to law and that relates to the business of the limited liability company, the conduct of its affairs, its rights, duties or powers and the rights, duties or powers of its members, managers, officers, employees or agents. For a full description, click to read the statute, A.R.S. §29-682.

No. Operating agreements are not required by law to be filed, and will not be accepted for filing. Do not send your operating agreement to the A.C.C., because it will not be returned to you.

The address of the LLC is known as the Principal Address. To change your Principal Address, you simply need to go to your eCorp account and click the link that says, Online Services. From there, find the option that says, Change Address or Statutory Agent. Continue to follow the prompts and instructions to submit your filing for a Principal Address change. It's as easy as that! If you are looking to make further changes beyond your Principal Address, you may need to file Articles of Amendment. Articles of Amendment, which can also be found by logging into your eCorp account, are used to make changes beyond the Principal Address or Statutory Agent. 

If you are removing and/or adding members or managers, or if you are changing the name of any existing member or manager, you must do this by way of an amendment to the articles of organization. Use the FILE feature to access the Articles of Amendment form.
If you are only changing the address of existing members or managers, then you may use a Statement of Change of Manager or Member Addresses form, which you can access using the FILE feature.

Amendments are made by submitting Articles of Amendment to the Arizona Corporation Commission. Although you can submit a paper filing of your Articles of Amendment, as a faster and more convenient option, you may file your Articles of Amendment online by logging into your eCorp account. In your eCorp account, click the link that says, Online Services. Next, click on Change People or Amend Articles to find the online filing for Articles of Amendment.

An Arizona LLC can become an LLC of some other state by submitting a Statement of Domestication to the A.C.C. Use the FILE feature to access the form. Read the accompanying Instructions to the Statement of Domestication for more information. You should consult with an attorney so that you can receive appropriate legal advice for your particular needs. The A.C.C. cannot advise you about domestication or any other legal issue.

LLCs are not required to report any bankruptcy to the Arizona Corporation Commission.

A company's initial Articles of Organization must be signed by at least one person acting as an organizer. An organizer may be, but does not have to be, a manager or member of the company.

All other documents submitted on behalf of an LLC must be signed by a person who is authorized to sign. A person that signs a document as an authorized agent or legal representative affirms as a fact that they are authorized to sign the document. 

See the FAQ Statutory Agent section for details about statutory agents.

A Certificate of Good Standing may be obtained online using the SERVICE feature, for a fee of $45 ($10 fee plus $35 expedite fee). In the alternative, you may submit a paper Records Request form by mail or in person at 1300 W. Washington St., Phoenix, AZ 85007. Use the SERVICE feature to access the Records Request form.

See the Statement of Conversion and the accompanying instructions. Use the FILE feature to access the form. You should consult with an attorney so that you can receive appropriate legal advice for your particular needs. The A.C.C. cannot advise you about conversion or any other legal issue.