LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Arizona

At a glance

Requirements one by one

The operating agreement displaces most defaults

Under A.R.S. § 29-3105(A)-(C), the operating agreement governs member relations, manager rights and duties, company affairs, and amendment mechanics; it may contain any lawful provision and overrides conflicting chapter defaults. The chapter fills gaps, while governing law, Commission filings, core conduct, information, outsider, and other listed rules remain protected.

Voting follows current profit interests

Under A.R.S. § 29-3102(12), (17), and (22), majority in interest means members holding more than half of the current profit interests, excluding nonmembers' interests. The measure follows rights to dissolution distributions after contributions are repaid, not member headcount or raw capital.

Under § 29-3407(A)-(D), each member may manage within the ordinary course. A majority in interest resolves a known difference among members and decides a matter outside ordinary course but within the company's purpose.

Every member approves an out-of-purpose or agreement-violating act, an agreement amendment, a member-to-manager management change, issuance of a transferable interest, and another chapter-required unanimous action. A manager- managed LLC reserves parallel categories to all members while managers conduct ordinary management.

The Act does not create a general member-meeting code

Section 29-3407(D) permits action without a meeting, but the Act states no general member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date procedure. The operating agreement and other applicable law must supply those mechanics.

Remote participation is not separately addressed

The surveyed provisions state no conference-call, video, hearing-capable- equipment, remote-presence, voter-identification, or retained-remote-vote rule. The agreement and other applicable law must define any remote process.

A signed record appoints a proxy or agent

Section 29-3407(D) lets a member appoint a proxy or other agent to vote, consent, or otherwise act by signing an appointing record personally or through the member's agent. The Act states no default duration, revocation method, death/incapacity effect, or irrevocability rule.

No-meeting action uses the same threshold

The minimum number of members needed for the action may approve it without a meeting. The section does not add a separate signature, writing, record, or electronic requirement for the members' own consent, a delivery method, a record date, a collection period, a counterpart rule, a future-time/event mechanism, pre-effectiveness revocation, or post-action notice.

What trips people up

• The vote is based on profit interests. “Majority in interest” is neither member headcount nor automatically contribution percentage.
• Outside ordinary course does not always mean unanimous. A within-purpose outside-course matter uses majority in interest; an out-of-purpose or agreement-violating act requires all members.
• Proxy form and member-consent form differ. The proxy appointment must be a signed record; § 29-3407 does not separately impose that form on each member's own consent.
• No-meeting action has no statutory follow-up notice. The agreement or substantive action law must supply any nonconsenter notice.

Common questions

Is an Arizona LLC member's vote weighted by ownership percentage?

The default follows current profit interests, measured through dissolution- distribution rights after contribution repayment. The agreement may validly change internal voting.

May Arizona LLC members act without a meeting?

Yes. The minimum number needed to approve the action may act without a meeting.

Must a proxy appointment be signed?

Yes. The member or the member's agent signs the appointing record.

Must nonconsenting members receive notice afterward?

Section 29-3407 states no general post-action notice rule. Check the agreement, the substantive action statute, and other applicable law.

Statutes and sources

• A.R.S. § 29-3102 — majority-in-interest, agreement, and record definitions. Official current § 29-3102 (accessed August 30, 2026).
• A.R.S. § 29-3105 — agreement scope, priority, gap filling, and mandatory limits. Official current § 29-3105 (accessed August 30, 2026).
• A.R.S. § 29-3407 — management structure, vote measures, majority and unanimous categories, no-meeting action, and proxy/agent appointment. Official current § 29-3407 (accessed August 30, 2026).