LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Arizona

At a glance

Requirements one by one

Arizona treats manager office and membership as distinct statuses

A.R.S. § 29-3102 defines a manager as a person responsible under the operating agreement for the management functions in § 29-3407(C). “Person” includes individuals and a broad range of legal or commercial entities. This cell covers an ordinary domestic Arizona LLC, not a professional, foreign, regulated, series, public, or court-supervised company.

The articles make the public management election

A.R.S. § 29-3407(A) reserves management to members unless the articles of organization provide for one or more managers. A.R.S. § 29-3201(B)(4) then requires a manager-managed filing to identify every manager and every member owning at least 20% of capital or profits. A private operating agreement alone does not make the statutory switch.

Once the articles establish manager management, A.R.S. § 29-3105 makes the operating agreement govern manager rights and duties and uses the Act as a gap filler. Because appointment, removal, resignation, and term are not among the listed nonwaivable rules, the agreement may alter those defaults. It cannot vary Commission filing requirements or eliminate good faith, fair dealing, or the wilful-or-intentional-misconduct floor.

Selection uses profit interests unless the agreement changes it

Under A.R.S. § 29-3407(C)(5), a manager may be chosen at any time by the affirmative vote or consent of a majority in interest of the members. Section 29-3102 defines that majority through the members' current profit interests, measured by their rights to dissolution distributions after return of contributions. It is not automatically member headcount or raw capital.

The action may occur without a meeting if the minimum required members approve. A member may act through a proxy or other agent appointed in a signed record. Before a required vote or consent, § 29-3410 requires the company to provide material information and records known to it, subject to the statutory already-known exception.

A manager may be a nonmember or an entity

A.R.S. § 29-3407(C)(6) says a manager need not be a member. The broad “person” definition permits an entity manager, and § 29-3407(A) permits one or more managers. The ordinary Act states no manager age or Arizona-residency requirement.

The default is a successor holdover. A manager remains in office until a successor is chosen unless the manager earlier resigns, is removed, dies, or, for a manager that is not an individual, terminates.

Default removal is immediate, interest-weighted, and no-cause

A.R.S. § 29-3407(C)(5) permits members holding a majority of the profit interests to remove a manager “at any time” and “without notice or cause.” The statute does not add acceptance, a separate delayed-effective rule, or a manager vote. The operating agreement may validly prescribe a different selector, threshold, notice, cause, or timing process.

The Act leaves resignation procedure to the operating agreement

A.R.S. § 29-3407(C)(5) treats resignation as an event that ends the successor holdover, but it does not prescribe a standalone writing, signature, delivery recipient, advance-notice period, acceptance, filing, future date, or future event. Under § 29-3105, the operating agreement supplies those internal rules. The same manager section permits a successor to be chosen “at any time.”

The stated early endpoints are resignation, removal, death, and termination

The successor-holdover sentence in A.R.S. § 29-3407(C)(5) expressly names four earlier endings: resignation, removal, an individual manager's death, and termination of a nonindividual manager. A majority in interest of the members chooses the successor.

The Act does not separately state a general manager-vacancy rule for incapacity, disqualification, temporary absence, or expiration of a fixed term. Those events and their succession consequences depend on the operating agreement and other applicable law.

Member dissociation automatically removes a member-manager

Arizona differs from states that keep the two offices completely independent. A.R.S. § 29-3407(C)(6) says dissociation of a member who is also a manager removes the person as manager. The reverse is not automatic: ceasing to be a manager does not by itself dissociate the person as a member.

The public filing must follow the internal change. A.R.S. § 29-3202(B) requires an articles amendment within 30 days after any manager change. When the amendment changes only manager or member names or addresses, subsection (I) removes the usual publication or Commission-posting step. A.R.S. § 29-3410 separately requires the LLC to keep a current name-and- address list for every member and manager.

Leaving office preserves prior obligations and separate legal layers

A.R.S. § 29-3407(C)(7) states that ceasing to be manager does not discharge any debt, obligation, or other liability to the LLC or members incurred while the person was manager. That is distinct from A.R.S. § 29-3304, which says ordinary company debt is not personal solely because a person is or acts as a manager.

While the office exists, A.R.S. § 29-3301 makes each manager an ordinary- course agent subject to its actual-authority and counterparty-knowledge limit. A.R.S. § 29-3409 separately regulates loyalty, care, and good faith, as modified only within § 29-3105's limits. A manager change therefore does not by itself decide employment, compensation, contract, indemnification, prior liability, or authority for a disputed transaction.

A.R.S. § 29-3701 provides judicial dissolution and possible alternative remedies for impracticability, deadlock, illegal or fraudulent conduct, and specified serious breaches. That judicial remedy is separate from the ordinary member removal power in § 29-3407.

What trips people up

• The vote is based on profit interests. “Majority in interest” is not a headcount majority and is not automatically a capital-contribution vote.
• No notice or cause is the statutory default. The operating agreement may replace that default, so the company record still matters.
• Member dissociation has a second consequence. If the member is also a manager, dissociation removes the person from the manager office.
• The public update is fast. Any manager change triggers a 30-day articles amendment even though a names-only amendment avoids publication or posting.

Common questions

Must an Arizona LLC manager be a member or an individual?

No. A manager need not be a member, and the Act's “person” definition permits an entity to serve.

Can members remove a manager without advance notice or cause?

Yes under the statutory default. Members holding a majority of the profit interests may remove at any time without notice or cause, unless the operating agreement validly supplies another rule.

Does resigning as manager also withdraw the person as a member?

No. Ceasing to be a manager does not by itself dissociate the person as a member. The reverse differs: member dissociation automatically removes a member-manager from the manager office.

Must the Corporation Commission be told about the change?

Yes. The LLC must amend its articles within 30 days after a manager change. A names-or-addresses-only amendment does not require the ordinary publication or Commission-posting step.

Statutes and sources

• A.R.S. §§ 29-3102, 29-3105, 29-3201, 29-3202, 29-3301, 29-3304, 29-3407, 29-3409, 29-3410, and 29-3701 — definitions, management election, agreement control, profit-interest voting, appointment, eligibility, holdover, removal, resignation, death and entity termination, member- dissociation effect, 30-day filing, records, agency, duties, liability, and judicial-remedy boundary. Official core manager section and official manager-change filing section (all cited operative sections accessed August 29, 2026).