The RULLCA offered many improvements and clarifications to the Old Act, and the New Act retains the language of RULLCA as much as possible. Despite that, there are a number of areas in which the drafting committee of the New Act determined that Arizona’s existing law and procedures should be retained, and those sections of the Old Act were changed minimally, if at all.
SUBJECTS FOR WHICH EXISTING ARIZONA LAW HAS BEEN RETAINED
The language in the New Act dealing with LLC formation and filings to be made by them is essentially unchanged. For example, the document forming an LLC is still called the Articles of Organization. It must still state whether the company is manager-managed or member-managed, and it must still list the names and addresses of the managers and certain members. This is the same as in the Old Act.
One notable change under the New Act is that the operational address of the company no longer must be in Arizona, and need not be a street address but can be a post office box (the concept of “known place of business” has been replaced with “principal address”). A.R.S. § 29-3201. The statutory agent in Arizona must still be listed with a street address, however. Whether separate publication is required will depend on the statutory agent’s address, not the company’s address. The remaining provisions relating to executing and filing of documents, as well as penalties for improper or fraudulent filing, are essentially the same in the New Act as in the Old Act. See, e.g., A.R.S. §29-3201 - 29-3206.
SUBJECTS THE OPERATING AGREEMENT CANNOT CHANGE
A.R.S. § 29-3105 lists the items that cannot be changed by the operating agreement, which include:
SUBJECTS THE OPERATING AGREEMENT MAY CHANGE
Sections 105(D)-(E) of the New Act set forth a number of provisions that are specifically permitted in an operating agreement. While it may be redundant to set these out—as any provisions not specifically prohibited from being in an operating agreement are permitted the committee thought it important to make sure there was no question that these provisions are permissible. These provisions include:
IF YOU OPERATE AN EXISTING LLC
Members and managers of existing LLCs should take this opportunity to review existing operating agreements, particularly provisions on fiduciary duties, in light of the new law, and make appropriate changes. You may contact us for additional information by calling 480-558-1700. You can also schedule an appointment, or send us an email
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