LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
An Arizona Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Arizona Limited Liability Company Act, A.R.S. §§ 29-3101 et seq. Arizona adopted a modernized LLC Act effective September 1, 2020. Arizona is a community property state - consider implications for member interests. Arizona allows Series LLCs under A.R.S. § 29-3801 et seq.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Arizona Limited Liability Company Act, A.R.S. §§ 29-3101 et seq. (the "Act") by filing Articles of Organization with the Arizona Corporation Commission.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Arizona [ZIP]
1.4 Statutory Agent
Agent: [NAME]
Address: [ADDRESS], Arizona [ZIP]
1.5 Term
Perpetual, unless dissolved per this Agreement or the Act.
1.6 Series LLC Designation
☐ This LLC IS designated as a Series LLC under A.R.S. § 29-3801.
☐ This LLC is NOT a Series LLC.
[// GUIDANCE: If a Series LLC, add provisions for each series including separate assets, liabilities, and members for each series.]
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
3.1 Initial Members
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
3.2 Community Property Notice
[// GUIDANCE: Arizona is a community property state. Consider requiring spouse consent for major transactions or membership interest transfers.]
☐ Spouse consents are required for membership interest transfers.
☐ Membership interests are deemed separate property per member documentation.
3.3 Admission
Additional Members require [unanimous/majority] consent.
ARTICLE IV - CAPITAL
4.1 Initial Contributions
Per Exhibit A.
4.2 Additional Contributions
Not required without Member consent.
4.3 Capital Accounts
Maintained per IRC § 704(b) regulations.
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
5.1 Allocations
Profits and Losses allocated per Percentage Interests.
5.2 Distributions
At [Members'/Managers'] discretion, pro rata to Percentage Interests.
5.3 Tax Distributions
Annual distributions for estimated tax liability.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED: All Members participate equally.
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
6.1 Voting
- Ordinary matters: Majority vote
- Extraordinary matters: [Unanimous/Two-thirds] vote
6.2 Actions Requiring Approval
(a) Amend Agreement; (b) Admit Members; (c) Merge/dissolve; (d) Sell all assets; (e) Debt over $[AMOUNT].
ARTICLE VII - TRANSFER RESTRICTIONS
7.1 Consent Required
Transfers require [majority/unanimous] consent except permitted transfers.
7.2 Right of First Refusal
[30] days to match third-party offers.
7.3 Permitted Transfers
To trusts, Affiliates, or family members.
ARTICLE VIII - DISSOLUTION
8.1 Events
(a) Member consent; (b) Judicial dissolution; (c) Act requirements.
8.2 Winding Up
Liquidate assets, pay creditors, distribute per Capital Accounts.
8.3 Articles of Termination
File with Arizona Corporation Commission.
ARTICLE IX - INDEMNIFICATION
9.1 Limitation of Liability
Members/Managers not personally liable for Company obligations.
9.2 Indemnification
Company indemnifies Members/Managers for good faith actions to fullest extent permitted by A.R.S. § 29-3408.
ARTICLE X - TAX MATTERS
10.1 Classification
☐ Partnership/Disregarded entity ☐ S corporation ☐ C corporation
10.2 Partnership Representative
[MEMBER NAME]
10.3 Arizona Tax
[// GUIDANCE: Arizona does not impose a separate LLC tax but LLCs are subject to Arizona Transaction Privilege Tax if engaged in taxable activities.]
ARTICLE XI - MISCELLANEOUS
11.1 Governing Law
State of Arizona
11.2 Amendments
Written consent of [majority/all] Members.
11.3 Entire Agreement
Supersedes all prior agreements.
EXECUTION
MEMBERS:
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Address | Contribution | Interest |
|---|---|---|---|
| [NAME] | [ADDR] | $[AMT] | [XX]% |
Governed by Arizona Limited Liability Company Act, A.R.S. §§ 29-3101 et seq.