Steps to Amend an Arizona Certificate of Formation
Articles of Organization are required for officially establishing your Arizona limited liability company (LLC). This important document contains the basic information about your business, and this information must be kept up to date to keep your business state compliant. And as your business evolves and changes over time, the more likely you are to change members, managers, statutory agent, and more. Changes are almost guaranteed, and these changes need to be reflected in your Articles of Organization by filing an amendment. Let’s take a look at how to file an amendment to your Arizona Articles of Organization, why you may need to do so, and how we can help you through the process.
If you’re just starting your limited liability company, head over to our Arizona LLC formation services to see how we can make formation quick and easy.
Step 1: Determine if you need to change your Arizona Articles of Organization
Articles of Organization are required by the state for the company to conduct business as a limited liability company. Amendments ensure that your official documents reflect the reality of what is happening with your business. Consistency between your operations and your Articles of Organization isn’t only a requirement, it’s also a good practice for serving members of the limited liability company who may seek this information.
According to the law, the state of Arizona can conduct an administrative dissolution of your limited liability company for failure to properly update and amend Articles of Organization. Under Title 29 of the Arizona Code, most changes have to be reported within 30 days of the actual change occurring to prevent administrative action.
Failing to file an LLC Amendment could prevent your business from obtaining an Arizona Certificate of Good Standing from the Arizona Corporation Commission. This document verifies that the company is a legal entity in the State of Arizona. Certificates of Good Standing may be requested to open company accounts, complete official business contracts, sell or transfer a business, or raise capital.
Step 2: Identify what to update in your Arizona Articles of Organization
Most of the provisions included in your original Articles of Organization can be changed by filing Arizona Articles of Amendment. These provisions include the:
- Name of your LLC
- Member/manager names and addresses
- LLC management structure
- Name and address of your statutory (registered) agent
- Principal physical business address
- Type of business entity change from an LLC to an Arizona professional limited liability company (PLLC), if applicable
- Services provided by your limited liability company
If there are any amendments not specified on the form, you may attach additional pages to include the provisions.
Step 3: Gather information for filing your Arizona amendment
Attach a cover sheet provided by the Arizona Corporation Commission Corporation Division along with your amendment. Fill out all information to indicate the type of filing you’re making, your preferred method of processing, and contact information.
The Arizona Articles of Amendment form on the state’s website details all the information you’re required to provide including additional filing instructions. Prepare to provide the following information:
- The current business name of your Arizona limited liability company
- All information for applicable amendments
- A Statutory Agent Acceptance form if you’re changing your Arizona statutory agent (most states call this person a registered agent)
- A completed Member Structure Attachment if you’re changing the management structure of your LLC
- Signed and printed full name of the individual filing the amendment, certifying that all information is correct
Step 4: File your Arizona LLC amendment
Submit your Articles of Amendment in person or by mail to the Arizona Corporation Commission.
A lot of details go into approving, implementing, and filing changes to your limited liability company. We can help relieve some of the administrative stress with our Worry-Free Compliance service, which includes two amendments annually.
Arizona Articles of Amendment vs. Statement of Correction
An Arizona Statement of Correction isn’t the same as an Arizona LLC Amendment. According to state law, a Statement of Correction can only be filed if the document contains an incorrect statement and the correction doesn’t materially alter a substantive provision, or the document was defectively executed, attested, verified, or acknowledged. Articles of Amendment do materially alter a substantive provision. A typo in the spelling of a member’s name is correctable with a Statement of Correction. Changing the member isn’t.
Restatement of Articles of Organization
The state doesn’t provide a form for LLC Articles of Organization restatement. However, you can restate initial articles instead of filing Articles of Amendment. To amend and restate its Articles of Organization, a limited liability company must submit the amended and restated articles designated as such in the heading, stating both of the following:
- The name of the company
- The text of the amended and restated articles
It may be wise to follow the same template for restatement as for amendment to ensure all provisions are included. Restatement allows your business to have all updated information for your Articles of Organization hosted in one complete document.
Step 5: Meet Arizona’s publication requirement
Arizona is one of the few states that require publication for business formation and amendments. Under Title 29, publication isn’t required for amendments that change the name and address of a member or manager, principal address of the LLC, or the name and address of the statutory agent. All other amendments require publication in an approved newspaper publication. It’s important that you don’t publish before you get approval of the amended or restated articles.
Need Arizona compliance help? Let us take care of it!
Amending your Arizona Articles of Organization is important from a compliance standpoint and to keep your business organized. Because some amendments require additional documents and have publishing requirements, Arizona LLC Amendments can get complicated. We can help you stay organized and keep your business in good standing with Worry-Free Compliance Services. Find out how we can help take some of the stress out of running your business.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Articles of Organization in Arizona?
You don’t need an attorney to amend your Arizona Articles of Organization, but you may want to seek counsel to answer any concerns about how the adopted changes will impact your business.
- What business changes can be reported in the Arizona LLC Articles of Amendment form?
Report all provision changes using Arizona Articles of Amendment, including:
Statutory (registered) agent
Principal business address
Type of business entity change from an LLC to a professional limited liability company (PLLC)
Some provisions require additional forms to complete.
- Are Arizona LLC Articles of Amendment the same as an annual report?
Arizona doesn’t require an annual report for LLCs.
- How long does it take to file LLC Articles of Amendment in Arizona?
Arizona Articles of Amendment can take up to two weeks for standard processing. Expedited processing is available. Contact the Corporation Commission for more information on filing times.
- What will I receive from the state of Arizona when the LLC Articles of Amendment are filed?
The Arizona Corporation Commission will send a letter once the amendments have been reviewed.
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