Articles of Organization LLC Arizona

What Are Arizona Articles of Organization?

The Arizona Articles of Organization is a legal document required to officially form a Limited Liability Company (LLC) in the state of Arizona. This document is filed with the Arizona Corporation Commission (ACC) and serves as the foundational charter for the LLC, providing essential information about the business to the state. The official filing form is known as the "Articles of Organization" and it includes core business details such as the LLC's name, address, registered agent, and management structure. While the Articles of Organization establish the LLC's legal existence, an Operating Agreement is used internally to govern the LLC's operations and management.

Are Arizona Articles of Organization Required?

Yes, filing the Arizona Articles of Organization is legally required to form an LLC in the state. Without filing this document, an LLC cannot be recognized as a legal entity in Arizona. Failure to file means the business will not have the legal protections and benefits of an LLC, such as limited liability for its members. LLC formation is governed by state law, and compliance with these requirements is essential for legal recognition.

Information Required in Arizona Articles of Organization

Name Requirements

In Arizona, an LLC's name must be distinguishable from existing business entities registered in the state. The name must include the words "Limited Liability Company" or the abbreviations "L.L.C." or "LLC." This ensures clarity in the business's legal status and helps prevent confusion with other entities.

Arizona Registered Agent and Registered Office

Every Arizona LLC must designate a registered agent with a physical address in the state. The registered agent is responsible for receiving legal documents and official correspondence on behalf of the LLC. The agent must consent to this role, and the address provided cannot be a P.O. Box. This requirement ensures that the LLC can be reliably contacted for legal matters.

Management Structure

Arizona recognizes two management structures for LLCs: member-managed and manager-managed. In a member-managed LLC, all members have the authority to make decisions and manage the business. In a manager-managed LLC, designated managers handle the business operations, and members typically do not have management authority unless they are also managers. The chosen management structure must be specified in the Articles of Organization, and if manager-managed, the managers must be listed.

Organizer Information

The organizer is the individual or entity responsible for filing the Articles of Organization. The organizer does not need to be an owner or manager of the LLC. Their role is to complete and submit the necessary paperwork to the state to establish the LLC legally.

Purpose Statement

Arizona allows for a general purpose statement in the Articles of Organization, meaning the LLC can engage in any lawful business activity. However, a business may choose to include a specific purpose if it wishes to limit its activities to certain areas.

Certificate of Formation Effective Date

In Arizona, the effective date of the LLC's formation can be immediate upon filing or delayed to a future date specified in the Articles of Organization. This flexibility allows businesses to plan their start date according to their operational needs.

How to File Arizona Articles of Organization

Online

The Arizona Corporation Commission offers an online filing system for submitting the Articles of Organization. This method is often preferred due to its convenience and faster processing times compared to mail.

Mail

To file by mail, the appropriate state form must be completed and sent to the Arizona Corporation Commission. Mailed filings typically take longer to process than online submissions.

Arizona Articles of Organization Filing Fee

The filing fee for submitting the Arizona Articles of Organization is $50. This fee is paid to the Arizona Corporation Commission at the time of filing.

What Happens After Filing Arizona Articles of Organization?

Once the Articles of Organization are approved, the LLC is legally formed. The business can then apply for an Employer Identification Number (EIN) from the IRS, set up a business bank account, and adopt an Operating Agreement to outline internal governance. Arizona does not issue a physical certificate of formation, but certified copies can be requested if needed. Ongoing compliance with state requirements, such as annual reports, is necessary to maintain the LLC's good standing.

Common Mistakes When Filing Arizona Articles of Organization

Common mistakes when filing include providing incorrect registered agent details, selecting the wrong management structure, and confusing the Articles of Organization with an Operating Agreement. Ensuring accuracy in these areas is crucial to avoid delays and ensure the LLC is properly established.