A.R.S. § 29-3107: LLC Operating Agreement Rules
Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company
Can an Arizona LLC amend its operating agreement?
In Arizona, an LLC's operating agreement can require outside approval or a specific condition before an amendment takes effect, and an amendment adopted after someone becomes a transferee or leaves as a member cannot impose a new debt or obligation on that person. If a record filed with the Arizona Corporation Commission conflicts with the operating agreement, the agreement controls as to members, managers, and former members, while the filed record controls as to other people who reasonably rely on it.
Full statute text
Official text last checked against azleg.gov:
29-3107. Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company
A. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
B. The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject to section 29-3409, subsections D and L, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:
1. Is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member.
2. Is not effective to the extent the amendment imposes a new debt, obligation or other liability on the transferee or person dissociated as a member.
C. If a record delivered by a limited liability company to the commission for filing becomes effective and contains a provision that would be ineffective under section 29-3105, subsection C if contained in the operating agreement, the provision is ineffective in the record.
D. Subject to subsection C of this section, if a record delivered by a limited liability company to the commission for filing becomes effective and conflicts with a provision of the operating agreement:
1. The agreement prevails as to members, persons dissociated as members, transferees and managers.
2. The record prevails as to other persons to the extent they reasonably rely on the record.
AI-drafted summary, not attorney-reviewed. Statute text verified against azleg.gov. Legal information, not legal advice — consult a licensed attorney for your situation.