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By The Wyoming LLC Attorney Team

May 04, 2023
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  1. How to Amend Your Articles of Organization

How to Amend Your Articles of Organization in Arizona

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Summary

The Articles of Organization are legal documents that must be filed with the Arizona Corporation Commission in order to form a Limited Liability Company (LLC); these documents contain important information about the company such as name, principal place of business, registered agent, management structure, purpose, and duration of the LLC, and failing to update them may result in legal issues and loss of liability protection.

What are Articles of Organization?

In the state of Arizona, Articles of Organization are the legal documents that must be filed with the Arizona Corporation Commission in order to form a Limited Liability Company (LLC). The Articles of Organization are essential to establishing a new business entity and must be completed accurately and completely in order to ensure compliance with state regulations. In this article, we will explore what is included in Articles of Organization, what their purpose is, what is unique about them in Arizona, and how to make changes to your Articles of Organization after you have filed them. If there are changes to your LLC that require you to amend your articles, you must file the amendment within 30 days of the change taking effect.

What is Included in Articles of Organization?

The Articles of Organization are essentially the blueprint for your LLC. They contain the necessary information about your company that will be on file with the Arizona Corporation Commission. This document typically includes the following information:

  1. Name of the LLC: The name you choose for your LLC must be unique and not already in use by another business in Arizona. You can find if your desired name is taken by conducting an Arizona business search.
  2. Principal place of business: This is the physical address of your LLC's main office or headquarters.
  3. Registered agent: This is the person or company that will receive legal notices on behalf of your LLC.
  4. Management structure: You will need to specify whether your LLC will be member-managed or manager-managed. Member-managed means that the members of the LLC will manage the day-to-day operations of the business. Manager-managed means that the LLC will be managed by one or more designated managers.
  5. Purpose of the LLC: You will need to provide a brief statement about the purpose of your LLC.
  6. Duration of the LLC: You will need to specify whether your LLC will have a specific duration or if it will exist indefinitely.

What is the purpose of Articles of Organization?

The purpose of Articles of Organization is to formally establish your LLC as a legal entity in the state of Arizona. Filing this document with the Arizona Corporation Commission creates a public record of your LLC's existence, and it also allows you to open a business bank account, obtain a tax ID number, and enter into contracts on behalf of your LLC. Additionally, the Articles of Organization establish the management structure of your LLC and provide clarity about the roles and responsibilities of the members and managers.

What is Unique About Articles of Organization in Arizona?

One unique aspect of Articles of Organization in Arizona is that they can be filed online through the Arizona Corporation Commission's eCorp system. This makes the process of forming an LLC in Arizona quick and convenient. Additionally, Arizona does not require LLCs to have an operating agreement, although it is important to create an Arizona operating agreement anyway, especially if you’re forming a multi-member LLC.

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Reason to Amend Articles of Organization

As a business owner, you may find that there are certain circumstances that require you to amend your LLC's Articles of Organization in Arizona. These changes may be necessary to ensure that your LLC continues to operate legally and effectively. Below are reasons why you may need to amend your articles.

  1. Change of business name: If you decide to change the name of your LLC, you will need to file an amendment to your Articles of Organization. This ensures that your LLC's public record reflects the new name and that you can continue to operate under the new name without any legal issues. Instead of filing an amendment, you could also file a DBA.
  2. Change of management structure: If you decide to change the management structure of your LLC, such as switching from member-managed to manager-managed, you will need to file an amendment to your Articles of Organization. This ensures that your LLC's public record reflects the new management structure and that everyone involved in managing the LLC is clear about their roles and responsibilities.
  3. Change of principal place of business: If your LLC moves to a new location, you will need to update your Articles of Organization to reflect the new address. This ensures that your LLC's public record reflects the correct address and that you can continue to receive important legal notices and documents.
  4. Change of registered agent: If your LLC's registered agent changes, you will need to file an amendment to your Articles of Organization. This ensures that your LLC's public record reflects the correct registered agent and that all legal notices and documents are sent to the correct person or company.
  5. Change in ownership: If there is a change in ownership of your LLC, such as the addition or removal of a member, you will need to file an amendment to your Articles of Organization. This ensures that your LLC's public record reflects the correct ownership structure and that all members are clear about their ownership rights and responsibilities.
  6. Change in management: According to Arizona state law, a manager-managed LLC must update its articles if there is either a change in the people who are managers, or in members who own 20% or more of the LLC.

What Happens if You Don’t Change your Articles of Organization?

As a business owner in Arizona, it's essential to keep your LLC's Articles of Organization up-to-date. Failing to do so can have serious consequences that may harm your business and put you at risk of legal issues. Below we will explore some of the consequences of not updating your Articles of Organization in Arizona.

  1. Legal issues: If your LLC's Articles of Organization are outdated or inaccurate, you may be at risk of legal issues. For example, if your LLC's registered agent has changed and you have not updated your Articles of Organization, you may miss important legal notices or documents. This can result in missed court dates, missed deadlines, or other legal issues that can harm your business.
  2. Loss of liability protection: One of the primary benefits of forming an LLC is that it offers personal liability protection for its members. However, if your LLC's Articles of Organization are not up-to-date, you may lose this protection. For example, if you have added new members to your LLC and have not updated your Articles of Organization to reflect this change, these members may not be protected from personal liability.
  3. Damaged reputation: If your LLC's public record is outdated or inaccurate, it can harm your business's reputation. This can make it difficult to attract new customers or clients, and it may harm your relationships with existing partners or suppliers.
  4. Difficulty accessing financing: If you need to access financing for your business, having outdated or inaccurate Articles of Organization can make this process more difficult. Lenders may be hesitant to work with your business if they see that your public record is not up-to-date or if there are discrepancies between your public record and your financial statements.

How to Change Articles of Organization in Arizona

As a business owner in Arizona, you may find that you need to change your LLC's Articles of Organization to reflect new circumstances or changes in your business. Fortunately, changing your Articles of Organization is a straightforward process that can be completed with the Arizona Corporation Commission. Legally, your article of amendment must be filed within 30 days of a change taking place. Below, we will explore the steps involved in changing your LLC's Articles of Organization in Arizona.

Step 1: Review your current Articles of Organization

Before making any changes to your LLC's Articles of Organization, it's important to review your current document to ensure that you understand what changes are needed. This may involve reviewing your LLC's current name, management structure, registered agent, principal place of business, and ownership structure.

Step 2: Prepare the necessary forms

To change your LLC's Articles of Organization in Arizona, you will need to prepare and file the necessary forms with the Arizona Corporation Commission. This typically involves filing a "Articles of Amendment" form, which can be obtained from the Arizona Corporation Commission's website.

Step 3: Submit the forms and pay the fee

Once you have completed the necessary forms, you will need to submit them to the Arizona Corporation Commission. You can do this by mail or online, depending on your preference. You will also need to pay a $25.00 fee and can choose to pay an additional amount of between $35.00 and $400.00 for expedited processing.

Step 4: Wait for approval

After submitting your forms and fee, you will need to wait for the Arizona Corporation Commission to approve your changes. This typically takes a few weeks, and you will receive notification of the approval by mail or email.

Step 5: Update your business records

Once your changes have been approved, it's important to update your business records to reflect the new information. This may involve updating your website, business cards, letterhead, and other marketing materials.

Why You Should Contact a Business Attorney Before Amending Articles

Amending your LLC's Articles of Organization in Arizona can be a complex process that requires a thorough understanding of state laws and regulations. As such, it's important to consult with a qualified business attorney before making any changes to your Articles of Organization. The following are some of the reasons why you should contact a business attorney before amending your LLC's Articles of Organization in Arizona.

Ensure compliance with state laws and regulations

One of the primary reasons to contact a business attorney before amending your LLC's Articles of Organization is to ensure compliance with state laws and regulations. An attorney can help you understand the legal requirements for making changes to your Articles of Organization and can guide you through the process to ensure that all necessary steps are taken.

Protect your liability protection

Another key benefit of working with a business attorney is to protect your liability protection. Your Articles of Organization play a crucial role in protecting your personal liability as a business owner, and making changes without consulting an attorney can put this protection at risk. An attorney can help ensure that any changes you make to your Articles of Organization do not impact your personal liability protection.

Avoid costly mistakes

Making mistakes when amending your LLC's Articles of Organization can be costly and time-consuming. By working with a business attorney, you can avoid these mistakes and ensure that your changes are made correctly the first time. This can save you time, money, and stress in the long run.

Customize your Articles of Organization

Finally, working with a business attorney allows you to customize your LLC's Articles of Organization to meet your specific needs. An attorney can help you understand the various options available for structuring your LLC and can guide you through the process of making changes that are tailored to your unique situation.

Amending your LLC's Articles of Organization in Arizona is an important process that requires careful consideration and attention to detail. By working with a qualified business attorney, you can ensure that your changes are made correctly, protect your personal liability, and customize your Articles of Organization to meet your specific needs. Contact a business attorney today to learn more about how they can help you with the process of amending your LLC's Articles of Organization.