Arizona LLC Operating Agreement (2026)
Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.
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What this document covers
- Formation, name, purpose and registered agent
- Tax classification (default, S corp, C corp)
- Members, contributions and percentage interests
- Capital accounts and additional contributions
- Allocations, distributions and tax distributions
- Member- or manager-managed; voting and major decisions
- Duties, other activities and deadlock (50/50)
- Liability and indemnification
- Transfers, right of first refusal and buy-out events
- Withdrawal, dissolution, Schedule A and spousal consent
Arizona rules that this document follows
| LLC statute | Arizona Limited Liability Company Act (ALLCA, 2020)Source: A.R.S. § 29-3101 et seq. |
|---|---|
| Formation document / filing office | Articles of Organization — Arizona Corporation Commission |
| Operating agreement required? | Not required by statute, but strongly recommended (may be oral; written is far safer)Source: A.R.S. § 29-3102(16), § 29-3105 (operating agreement may be oral, implied, in a record, or any combination) |
| Formation fee | $50.00 |
| Annual report | Not requiredSource: A.R.S. § 29-3201 (no periodic report requirement) |
| Publication requirement | Yes — new LLCs must publish notice of formation |
| Community property | Yes — a married Member's spouse may own half of the interest; the Spousal Consent page is generated for married Members |
| Duty-of-loyalty waiver | May be limited only if not manifestly unreasonable; competing activities require disclosureSource: A.R.S. §§ 29-3407 (majority in interest), 29-3404 (distributions per agreed value of contributions), 29-3503 (charging order exclusive remedy) |
| Charging order exclusive remedy (SMLLC) | unclearSource: A.R.S. §§ 29-3407 (majority in interest), 29-3404 (distributions per agreed value of contributions), 29-3503 (charging order exclusive remedy) |
Rules current as of 2026-10-27. Statutes change; verify before relying on them.
How to use this LLC Operating Agreement in Arizona
Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions and percentages — they drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly; two 50/50 members get an automatic deadlock clause.
If you elect S-corporation status, keep every distribution strictly pro rata — a single disproportionate distribution can terminate the election.
Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the Articles of Organization, EIN letter and annual report receipts.
Frequently asked questions
Is an operating agreement required in Arizona?
Not by statute (A.R.S. § 29-3102(16), § 29-3105 (operating agreement may be oral, implied, in a record, or any combination)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.
What are the ongoing state fees for an LLC in Arizona?
No annual report.
Does the operating agreement get filed with the state?
No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy. Note: Arizona separately requires publishing notice of LLC formation.
Why does it ask whether a member is married?
Arizona is a community-property state: a spouse generally owns half of a membership interest acquired during marriage. Without a signed Spousal Consent the transfer restrictions and buy-out terms do not bind the spouse, and a divorce court can award part of the interest.
Other names
- single member LLC operating agreement
- multi-member operating agreement
- LLC agreement
- company agreement
- LLC bylaws
- limited liability company agreement
- operating agreement template
- member-managed LLC agreement
Related documents
- Commercial Lease Agreement — Arizona
- Demand Letter — Arizona
- Bill of Sale — Arizona
- Promissory Note — Arizona
- All Arizona forms →
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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.
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