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Arizona LLC Operating Agreement Forms

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The Arizona LLC operating agreement is a legal document that will set fourth the establishment of a company, whether it’s a single-member company or a multi-member company. This document shall address all of the concerns that any member may have as they become a financial asset to the company. The document will address member and management obligations, provide a margin of company rules and regulations that must be followed by the member(s) of the company, as well, the interests and percentage of ownership shall be established.

Establishment of this document will create a separation between the personal assets of the member(s), protecting the member(s) in the event of litigation (among other aspects of protection). Arizona does not require the agreement, however, it’s highly recommended that all businesses establish the agreement, inasmuch as without it, in the event of litigation, the law shall require that the laws default to the State, leaving the company and their member(s) financially vulnerable.

Definition – 

Laws – 

Table of Contents

By Type

Multi-Member – To be used by a company that has more than one member. This document is specifically designed to organize multiple-member companies, listing all members as well as their contributions and interests.

Single-Member – This document is designed specifically for a single-member company. The document will establish the company in the same capacity as any other larger company with regard to operations and protections for the member and the business.

How to Form an LLC in Arizona

Before attempting to file your LLC in the State of Arizona, it is recommended that a search of their  be performed to check the availability of your business name. Registration documents submitted under a name that is already in use will unfortunately be rejected. Once you have confirmed that your name is indeed available, you may commence the registration process.

Step 1 – Statutory Agent

A Statutory Agent (a.k.a. Registered Agent) must be chosen. The Statutory Agent is an individual or corporation designated to receive important documents on behalf of the LLC. To qualify as a Statutory Agent, one of the following requirements must apply:

  • Be an individual residing in the the State of Arizona
  • Be a corporation with the authority to conduct business in the State of Arizona

Step 2 – Which Type

Select the type of LLC that you would like to create:

  • Domestic – Formed within the State of Arizona
  • Foreign – Formed outside the State of Arizona

*Applicants filing via Adobe PDF must also submit the Cover Sheet, Statutory Agent Acceptance, Member or Manager Structure Attachment, and, if the LLC is Foreign, a Certificate of Good Standing from the initial jurisdiction of formation.

Step 3 – Filing Fee

The filing fee must be provided upon completion of the registration documents. The fees are as follows:

  • Domestic – $50
  • Foreign – $150

Online applicants may pay their filing fee by credit card. Those applying via Adobe PDF must attach to their filings a check or money order made out to the Arizona Corporation Commission and send all articles to the address below.

Arizona Corporation Commission, Corporate Filings Section, 1300 W. Washington St., Phoenix, AZ 85007

Step 4 – Publication

After the registration documents have been accepted by the Arizona Corporation Commission, you will be required to publish a notice of the filing in a newspaper circulated within the county in which the LLC is located. The publication must take place within sixty (60) days of formation and must be published for three (3) consecutive weeks.

Step 5 – Operating Agreement

There is no State law requiring an LLC to draft an Operating Agreement, however it is highly recommended as it is the only document that states the rules and regulations by which the LLC will operate. The Operating Agreement is not to be filed with the State but instead documented and distributed between all member(s) of the LLC.

Step 6 – Employer Identification Number (EIN)

An Employer Identification Number (EIN) should be applied for after forming your LLC. The EIN will allow your business to conduct legal, financial transactions under the company name. Without it, it will be impossible to hire employees, apply for bank accounts, or acquire credit cards. Applying for an EIN simple and the entire process can be completed or by mail using Form SS-4.

How to Write

Step 1 – Establishment of the Agreement – Download the document and provide the following information:

  • Submit the name of the company into the first line of the document
  • Enter the date of the creation of the document in dd/mm/yyyy format

Step 2  Recitals –

  • Enter the date of the commencement of the agreement in dd/mm/yyyy format
  • Enter the name of the company
  • Review the remainder of this section

Step 3  Organizational Matters –

  • Name – Provide the name of the company under which the business shall be conducted and read the remainder of the paragraph
  • Term – Read the terms regarding the length of the agreement
  • Office and Agent – As stated, the company must maintain an office as well as a registered agent. Enter the address where the business shall be continuously maintained
  • Business of the Company – Enter a description of the business into the line provided

Step 4  Capital Contributions – Read the brief titled sections contained in this section as follows:

  • Capital Contributions
  • Capital Accounts
  • No Interest

Step 5  Members – Review the following:

  • Admission of Additional Members
  • Withdrawals or Resignations
  • Payments to Members

Step 6  Management and Control of the Company – All members must read all of the following titled sections and subsections as provided (enter any required information in each titled section (if any):

  • Management and Powers
  • Limitations on Power of Members
  • Submit an amount on the limit of debt and liability that may be contracted without the majority of the members’ approval
  • Enter the number of members that would be required to sign off on any obligations and contracts being signed on behalf of the business. Read A through G
  • Member Approval
  • Devotion of Time – Indicate whether or not the members shall be required to devote all of their time to the business on any level by placing the words “are” or “are not” in the line provided within the paragraph
  • Non-competition
  • Protection of Trade Secrets
  • Transactions Between the Company and the Members

Step 7  Allocations of Net Profits and Net Losses and Distribution –

  • Carefully review A through C

Special Allocations –

  • Review carefully A through D in this subsection

Code Section 704(c) Allocations –

  • This subsection addresses the gain/loss as well as deduction pertaining to property contributed by the members that must be allocated to the members for tax purposes. Read the section carefully to ensure clarity

Step 8  Transfer and Assignment of Interests – All members must review and carefully consider all of the following subsections:

  • Transfer and Assignment of Interests
  • Substitution of Members (I and II)
  • Family Transfers
  • Transfers in Violation of the Agreement and Transfers of Partial Membership Interests

Step 9  Consequences of Death, Dissolution, Retirement or Bankruptcy of Member – It is vital that the members of any business very carefully review and consider the nature of this section of the agreement in the event the members wish to consider amendment:

  • Dissolution Event
  • Purchase Price
  • Notice of Intent to Purchase
  • Payment of Purchase Price
  • Closing of Purchase of Former Member’s Interest

Step 10  Accounting, Records, Reporting by Members – This section addresses, reporting location, tax considerations and other accounting and recording concerns. Members must read these subsections carefully:

  • Books and Records (A through E)
  • Reports
  • Bank Accounts
  • 8.4 Tax Matters – Enter the name of the company into the line provided

Step 11  Dissolution of Winding Up –

  • Conditions of Dissolution (A through E)
  • Winding Up
  • Limitations on Payments Made In Dissolution

Step 12 – Indemnification –

  • Indemnification of Agents – Read the policy

Step 13  Investment Representations – Carefully review all subsection titles:

  • Preexisting Relationship or Experience
  • No Advertising
  • Investment Intent

Step 14  Miscellaneous – All members must read these subsections carefully prior to application of member’s signatures to the document:

  • Complete Agreement
  • Binding Effect
  • Jurisdiction
  • Severability
  • Notices
  • Amendments
  • Multiple Counterparts
  • Attorney’s Fees
  • Remedies Cumulative
  • Enter the name of the company into the line at the end of this section addressing the agreement

Step 15  Member’s Signatures in Agreement –

  • All members must have read and understand the entirety of the agreement prior to signing the document. If any of the members are unclear, with regard to any section, subsection or aspect of the document, they must consider acquiring clarification before signing the document
  • If in complete agreement, each respective member must provide their signature

Step 16  Exhibit A – List of Members – Each member must submit the following information:

  • Name
  • Complete physical address
  • Percentage of interest in the company

Once the document has been completed and signed by all members, a copy must be provided to each member for their business records.



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