A.R.S. tit. 29 ch. 7 — Arizona Revised Statutes Title 29 Chapter 7 — Arizona Limited Liability Company Act

29-3101. Short title This chapter may be cited as the "Arizona limited liability company act". 29-3102. Definitions In this chapter, unless the context otherwise requires: 1. "Articles of organization" means the articles required by section 29-3201. Articles of organization includes the articles as amended or restated. 2. "Commission" means the corporation commission. 3. "Contribution" means property or a benefit described in section 29-3402 that is provided by a person to a limited liability company to become a member or in the person's capacity as a member. 4. "Debtor in bankruptcy" means a person that is the subject of either of the following: (a) An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application. (b) A comparable order under federal, state or foreign law governing insolvency. 5. "Designating foreign company" means, with respect to any foreign series, the foreign limited liability company that designated or otherwise established the foreign series in accordance with the law of its jurisdiction of formation. 6. "Distribution": (a) Means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. (b) Includes both of the following: (i) A redemption or other purchase by a limited liability company of a transferable interest. (ii) A transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or to have access to records or other information concerning the company's activities and affairs. (c) Does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or another bona fide benefits program. 7. "Foreign limited liability company" means an unincorporated entity that is formed under the law of a jurisdiction other than this state and that would be a limited liability company if the unincorporated entity were formed under the law of this state and includes a foreign series for the purposes of this article. 8. "Foreign series" means a series of a foreign limited liability company that has been established as such in accordance with the law of a jurisdiction other than this state. 9. "Jurisdiction", when used to refer to a political entity, means the United States, a state, a foreign country or a political subdivision of a foreign country. 10. "Jurisdiction of formation" means the jurisdiction whose law governs the internal affairs of an entity. 11. "Limited liability company", except when used in the phrase foreign limited liability company and in article 10 of this chapter: (a) Means an entity that is formed under this chapter or that becomes subject to this chapter under article 10 of this chapter or section 29-3110. (b) Includes a limited liability company with a single member. 12. "Majority in interest of the members" means, at any particular time, one or more members that hold in the aggregate a majority of the interests in the limited liability company's profits held at that time by all members, disregarding any profit interests held by persons that are not members. The members' respective interests in the company's profits are in proportion to their rights to share in distributions that exceed the repayment of their contributions on dissolution and winding up of the company. 13. "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 29-3407, subsection C. 14. "Manager-managed limited liability company" means a limited liability company that qualifies under section 29-3407, subsection A. 15. "Member" means a person that both: (a) Has become a member of a limited liability company under section 29-3401 or was a member in a company when the company became subject to this chapter under section 29-3110. (b) Has not dissociated under section 29-3602. 16. "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company. 17. "Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 29-3105, subsection A. Operating agreement includes the agreement as amended or restated. 18. "Organizer" means a person that acts under section 29-3201 to form a limited liability company. 19. "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation or government or governmental subdivision, agency or instrumentality or any other legal or commercial entity. 20. "Principal address" means the mailing address of a limited liability company or foreign limited liability company, whether or not located in this state. 21. "Property" means all property, whether real, personal or mixed or tangible or intangible, or any right or interest therein. 22. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and that is retrievable in a perceivable form. 23. "Registered foreign limited liability company": (a) Means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the commission. (b) Includes a registered foreign series for the purposes of this article. 24. "Registered foreign series" means a foreign series that is registered to do business in this state pursuant to a statement of registration filed by the commission. 25. "Sign" means, with present intent to authenticate or adopt a record, to either: (a) Execute or adopt a tangible symbol. (b) Attach to or logically associate with the record an electronic symbol, sound or process. 26. "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. 27. "Statutory agent" means the agent of a limited liability company or foreign limited liability company that is authorized to receive service of any process, notice or demand required or permitted by law to be served on the company. 28. "Transfer" includes: (a) An assignment. (b) A conveyance. (c) A sale. (d) A lease. (e) An encumbrance, including a mortgage or security interest. (f) A gift. (g) A transfer by operation of law. 29. "Transferable interest" means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right, and applies to any fraction of the interest, by whomever owned. 30. "Transferee": (a) Means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. (b) Includes a person that owns a transferable interest under section 29-3603, subsection A, paragraph 3. 29-3103. Knowledge; notice A. A person knows a fact if the person either: 1. Has actual knowledge of the fact. 2. Is deemed to know the fact under law other than this chapter. B. A person has notice of a fact if the person either: 1. Has reason to know the fact from all of the facts known to the person at the time in question. 2. Is deemed to have notice of the fact under subsection D of this section. C. Subject to section 29-3210, subsection F, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact. D. A person that is not a member is deemed to have notice of a limited liability company's: 1. Dissolution ninety days after a notice of winding up under section 29-3702, subsection B, paragraph 2, subdivision (a) becomes effective. 2. Termination ninety days after the articles of termination under section 29-3702, subsection B, paragraph 2, subdivision (f) become effective. 3. Participation in a merger, interest exchange, conversion, domestication or division ninety days after a statement of merger, interest exchange, conversion, domestication or division under article 10 of this chapter become effective. 29-3104. Governing law The law of this state governs both of the following: 1. The internal affairs of a limited liability company. 2. The liability of a member as member and a manager as manager for a debt, an obligation or another liability of a limited liability company. 29-3105. Operating agreement; scope, function and limitations A. Except as otherwise provided in subsections C and D of this section: 1. The operating agreement governs all of the following: (a) Relations among the members as members and between the members and the limited liability company. (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. (d) The means and conditions of amending the agreement. 2. The operating agreement may contain any provision that is not contrary to law. 3. In the event of a conflict between a provision of the operating agreement and this chapter, the provision of the operating agreement governs. B. To the extent the operating agreement does not provide for a matter described in subsection A of this section, this chapter governs the matter. C. An operating agreement may not: 1. Vary the law applicable under section 29-3104. 2. Vary a limited liability company's capacity under section 29-3109 to sue and be sued in the limited liability company's own name. 3. Vary any requirement, procedure or other provision of this chapter pertaining to: (a) Statutory agents. (b) The commission, including provisions pertaining to records authorized or required to be delivered to the commission for filing under this chapter. 4. Vary the provisions of section 29-3204. 5. Eliminate the contractual obligation of good faith and fair dealing or the duty to refrain from wilful or intentional misconduct under section 29-3409. 6. Limit or eliminate a person's liability for any violation of the contractual obligation of good faith and fair dealing or conduct involving wilful or intentional misconduct. 7. Unreasonably restrict the duties and rights of members and managers under section 29-3410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under section 29-3410 and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use. 8. Vary the causes of dissolution specified in section 29-3701, subsection A, paragraph 4, subdivision (b) and section 29-3701, subsection A, paragraph 5. 9. Unreasonably restrict the right of a member to maintain an action under article 8 of this chapter, except that the operating agreement may require a member maintaining a direct action under section 29-3801 to plead and prove an actual or threatened injury that is not solely the result of any injury suffered or threatened to be suffered by the company. 10. Vary the provisions of section 29-3805, but the operating agreement may provide that the company may not have a special litigation committee. 11. Vary the required contents of a plan of merger, a plan of interest exchange, a plan of conversion, a plan of domestication or a plan of division under article 10 of this chapter. 12. Except as otherwise provided in section 29-3106 and section 29-3107, subsection B, restrict the rights under this chapter of a person other than a member or manager. 13. Reduce or eliminate, in a manner that adversely affects the rights of a person other than a member or manager, the restrictions on distributions under section 29-3405 or the liabilities for prohibited distributions under section 29-3406. 14. Vary the requirements of section 29-3108, subsection C or D. D. Subject to subsection C, paragraphs 5 and 6 of this section, without limiting other terms that may be included in an operating agreement, the following apply: 1. To the extent that, at law or in equity, a member or manager or other person has duties, including the duty of care, the duty of loyalty and any other fiduciary duty, to a limited liability company, to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, the member's, manager's or other person's duties may be expanded, limited or eliminated by the operating agreement. 2. An operating agreement may provide for the limitation or elimination of any or all liabilities for breach of the operating agreement or breach of duties, including the duty of care, the duty of loyalty and any other fiduciary duty, as expanded, limited or eliminated in the operating agreement, of a member, manager or other person to a company or to another member or manager or another person that is a party to or is otherwise bound by the operating agreement. 3. An operating agreement may specify a method by which a specific act, omission or transaction, or a specific category of acts, omissions or transactions, that would otherwise violate a duty, including the duty of care, the duty of loyalty and any other fiduciary duty, as expanded, limited or eliminated in the operating agreement, may be authorized or ratified. A general provision in an operating agreement that provides for management by one or more members or managers, without more, is not sufficient to specify a method for authorization or ratification under this paragraph. 4. An operating agreement may specify a method by which a member, manager or other person may be reimbursed, indemnified or held harmless, or by which the liability of a member, manager or other person may be limited or eliminated, for a specific act, omission or transaction, or a specific category of acts, omissions or transactions, that would otherwise violate a duty, including the duty of care, the duty of loyalty and any other fiduciary duty, as expanded, limited or eliminated in the operating agreement. A general provision in an operating agreement that provides for management by one or more members or managers, without more, is not sufficient to specify a method for reimbursing, indemnifying or holding harmless a person or limiting or eliminating a person's liability under this paragraph. E. Subject to the limitations of subsection C, paragraphs 5 and 6 of this section, an operating agreement may define some or all of the fiduciary duties of a member, manager or other person that is a party to or is otherwise bound by an operating agreement to be the same as the fiduciary duties of a director, officer or shareholder of a corporation formed under the laws of this state, in which case, unless the operating agreement provides otherwise, all laws of evidence and evidentiary presumptions and other laws that apply to the fiduciary duties of a director, officer or shareholder of a corporation formed under the laws of this state apply to such duties. 29-3106. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement A. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. B. A person that becomes a member is deemed to assent to the operating agreement. C. Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that on the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that on the formation of the company the terms will become the operating agreement. 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. 29-3108. Nature, purpose and duration of limited liability company A. A limited liability company is an entity distinct from its member or members. B. Except as provided in subsections C and D of this section, a limited liability company may have any lawful purpose, regardless of whether the purpose is for profit. C. A limited liability company may not engage in the business of banking. D. A limited liability company may not be an insurer as defined in section 20-104 unless as a title insurance agent as defined in section 20-1562 or as a pure captive insurer as defined in section 20-1098 that is expressly authorized by the director of the department of insurance and financial institutions pursuant to title 20. For the purposes of title insurance transactions or pure captive insurance business, the members of the company are individually responsible, equally and ratably, and not one for another, for all contracts, debts and engagements of the company, to the extent of the amount of each member's initial investment in the company. E. A limited liability company has perpetual duration. 29-3109. Powers A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs. 29-3110. Application to existing relationships A. Before September 1, 2020, this chapter applies only to the following: 1. A limited liability company that is formed, converted or domesticated on or after September 1, 2019 or a registered foreign limited liability company that is registered in this state on or after September 1, 2019. 2. A limited liability company that is formed, converted or domesticated before September 1, 2019 and that elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter. B. On and after September 1, 2020, this chapter applies to all limited liability companies and foreign limited liability companies. C. For the purposes of applying this chapter to: 1. A limited liability company formed before September 1, 2019, the company's known place of business is deemed to be its principal address and the street address of the company's statutory agent is deemed to be the mailing address of the statutory agent. 2. A registered foreign limited liability company that is registered, in this state before September 1, 2019, the address of the foreign company specified in the foreign company's certificate of registration is deemed to be its principal address and the street address of the foreign company's statutory agent is deemed to be the mailing address of the statutory agent. D. This chapter does not affect the validity or enforceability of any provision of an operating agreement that was valid or enforceable under any prior statute that was in effect at the time the provision became part of the operating agreement. 29-3111. Supplemental principles of law and equity Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. 29-3112. Permitted names A. The name of a limited liability company must contain the phrase "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC" in uppercase or lowercase letters. B. Except as otherwise provided in subsection D of this section, the name of a limited liability company and the name under which a foreign limited liability company may register to do business in this state must be distinguishable on the records of the commission or the secretary of state from any of the following: 1. The name of an existing person whose formation required the filing of a record by the commission or the secretary of state and that is not at the time administratively dissolved. 2. The name under which a person is registered to do business in this state by the filing of a record by the commission or the secretary of state. 3. The name reserved under section 29-3113 or any other law of this state providing for the reservation of a name by the filing of a record by the commission or the secretary of state. 4. The name registered under section 29-3114 or any other law of this state providing for the registration of a name by the filing of a record by the commission or the secretary of state. 5. The name registered under section 44-1460. C. If a person consents in a record to the use of the person's name and submits an undertaking in a form satisfactory to the commission to change the person's name to a name that is distinguishable on the records of the commission or the secretary of state from any name in any category of names in subsection B of this section, the name of the consenting person may be used by the person to which the consent was given. D. Except as otherwise provided in subsection E of this section, in determining whether a name is the same as or not distinguishable on the records of the commission or the secretary of state from the name of another person, words, phrases or abbreviations indicating a type of person, such as "corporation", "corp.", "incorporated", "Inc.", "professional corporation", "P.C.", "PC", "professional association", "P.A.", "PA", "limited", "Ltd.", "limited partnership", "L.P.", "LP", "limited liability partnership", "L.L.P.", "LLP", "registered limited liability partnership", "R.L.L.P.", "RLLP", "limited liability limited partnership", "L.L.L.P.", "LLLP", "registered limited liability limited partnership", "R.L.L.L.P.", "RLLLP", "limited liability company", "L.L.C.", "LLC", "limited cooperative association", "limited cooperative", "L.C.A." or "LCA", may not be taken into account. E. The name of a limited liability company or foreign limited liability company may not contain the words "association", "corporation" or "incorporated" or an abbreviation of these words. The name of a limited liability company or foreign limited liability company may not contain the words "bank", "deposit", "credit union", "trust" or "trust company" separately or in combination to indicate or convey the idea that the company is engaged in banking, credit union or trust business unless the company is to be and becomes actively and substantially engaged in the banking, credit union or trust business or the company is a holding company holding substantial interest in companies actively and substantially engaged in the banking, credit union or trust business. F. A limited liability company or foreign limited liability company may use a conflicting name that is not distinguishable from a name described in subsection B of this section if the company delivers to the commission a certified copy of a final judgement of a court of competent jurisdiction establishing the right of the company to use the name in this state. G. The name of a foreign series registering to do business in this state must include the word "series". 29-3113. Reservation of name A. A person may reserve the exclusive use of a name that complies with section 29-3112 by delivering an application to the commission for filing. The application must state the name and address of the applicant and the name to be reserved. If the commission finds that the name is available, the commission shall reserve the name for the applicant's exclusive use for one hundred twenty days. B. The owner of a reserved name may transfer the reservation to another person by delivering to the commission a signed notice in a record of the transfer that states the name and address of the person to which the reservation is being transferred. 29-3114. Registration of name by a foreign limited liability company A. A foreign limited liability company not registered to do business in this state under article 9 of this chapter may register its name, or an alternate name adopted pursuant to section 29-3906, if the name is distinguishable on the records of the commission or the secretary of state from the names that are not available under section 29-3112. B. To register its name or an alternate name adopted pursuant to section 29-3906, a foreign limited liability company must deliver to the commission for filing an application stating the company's name, the jurisdiction and the date of its formation and any alternate name adopted pursuant to section 29-3906. If the commission finds that the name applied for is available, the commission shall register the name for the applicant's exclusive use. C. The registration of a name under this section is effective for one year after the date of registration. D. A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the commission for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period. E. A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual. 29-3115. Statutory agent A. Each limited liability company and each registered foreign limited liability company shall designate and maintain a statutory agent in this state. Unless the statutory agent signed the document making the appointment, the appointment of a statutory agent is not effective until the agent or the company delivers a record to the commission signed by the agent accepting the appointment. B. A statutory agent for a limited liability company or registered foreign limited liability company must have a place of business or residence in this state. A statutory agent must be either an individual resident of this state, a domestic corporation, a limited liability company, a foreign corporation or a foreign limited liability company authorized to transact business in this state. C. The only duties under this chapter of a statutory agent that has complied with this chapter are: 1. To forward to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the company or foreign company any process, notice or demand pertaining to the company or foreign company that is served on or received by the agent. 2. If the statutory agent resigns, to provide the notice required by section 29-3117, subsection C to the company or foreign company at the address most recently supplied to the agent by the company or foreign company. 3. To keep current the information with respect to the agent in the articles of organization or foreign registration statement. 29-3116. Statement of change A. A limited liability company or registered foreign limited liability company may change its statutory agent, its principal address, the address of one or more of its managers or members or the address of its statutory agent by delivering to the commission for filing a statement of change that states both of the following: 1. The name of the company or foreign company. 2. The information that is to be in effect as a result of the filing of the statement of change. B. The members or managers of a limited liability company are not required to approve the delivery to the commission for filing of either: 1. A statement of change under this section. 2. A similar filing changing the statutory agent or principal address, if any, of the company in any other jurisdiction. C. Unless the successor statutory agent signed the statement of change, the appointment of a successor statutory agent is not effective until the successor statutory agent, the limited liability company or the registered foreign limited liability company delivers a record to the commission signed by the successor statutory agent accepting the change or the appointment. D. As an alternative to using the procedure in this section, a limited liability company may amend its articles of organization or a registered foreign limited liability company may file an amendment of foreign registration statement under section 29-3904. 29-3117. Resignation of statutory agent A. A statutory agent may resign as an agent for a limited liability company or registered foreign limited liability company by delivering to the commission for filing a statement of resignation that states all of the following: 1. The name of the company or foreign company. 2. The name of the agent. 3. That the agent resigns from serving as statutory agent for the company or foreign company. 4. The address of the company or foreign company to which the agent will send the notice required by subsection C of this section. B. A statement of resignation takes effect on the earlier of: 1. The thirty-first day after the day on which the statement of resignation is filed by the commission. 2. The designation of a new statutory agent for the limited liability company or registered foreign limited liability company. C. A statutory agent promptly shall furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which a statement of resignation was filed. D. When a statement of resignation takes effect, the statutory agent ceases to have responsibility under this chapter for any matter thereafter tendered to the statutory agent as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights that the company or foreign company has against the agent or that the agent has against the company or foreign company. E. A statutory agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the company or foreign company is in good standing. 29-3118. Change of name or address by statutory agent A. If a statutory agent changes its name or address, the agent may deliver to the commission for filing a statement of change that states all of the following: 1. The name of the limited liability company or registered foreign limited liability company represented by the statutory agent. 2. The name of the agent as currently shown in the records of the commission for the company or foreign company. 3. If the name of the agent has changed, its new name. 4. If the address of the agent has changed, its new address. B. A statutory agent promptly shall furnish notice to the represented limited liability company or registered foreign limited liability company of the filing by the commission of the statement of change and the changes made by the statement. 29-3119. Service of process, notice or demand A. A limited liability company or registered foreign limited liability company may be served with any process, notice or demand required or permitted by law by serving its statutory agent. B. If a limited liability company or registered foreign limited liability company ceases to have a statutory agent, or if its statutory agent cannot with reasonable diligence be served, the company or foreign company may be served by registered or certified mail, return receipt requested, or by a similar commercial delivery service, addressed to the company or foreign company at its principal address. The principal address must be as shown on the company's or foreign company's most recent filing with the commission. Service is effected under this subsection on the earliest of any of the following: 1. The date the company or foreign company receives the mail or delivery by the commercial delivery service. 2. The date shown on the return receipt, if signed by the company or foreign company. 3. Five days after the mail or delivery is deposited with the United States postal service or with the commercial delivery service, if correctly addressed and with sufficient postage or payment. C. If process, notice or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection A or B of this section, service may be made by handing a copy to the individual in charge of any regular place of business or activity of the company or foreign company if the individual served is not a plaintiff in the action. D. Service of process, notice or demand on a statutory agent must be in a written record. E. Service of process, notice or demand may be made by other means under law other than this chapter. 29-3120. Delivery of record A. Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice and electronic transmission. B. Delivery to the commission is effective only when a record is received by the commission. 29-3121. Reservation of power to amend or repeal The legislature of this state has the power to amend or repeal all or any part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal. 29-3122. Powers of commission The commission has the power reasonably necessary to administer this chapter efficiently and to perform the duties imposed on the commission under this chapter. 29-3123. Taxation A limited liability company established or a foreign limited liability company transacting business in this state pursuant to this chapter shall pay the taxes that are imposed by the laws of this state or any political subdivision of this state on domestic and foreign limited partnerships on an identical basis, except that, for the purposes of title 23, chapter 4 and title 43, a company or foreign company and its members shall be taxed as if the company or foreign company is either a partnership or a corporation or is disregarded as an entity as determined pursuant to the internal revenue code as defined in section 43-105. 29-3201. Formation of limited liability company; articles of organization A. One or more persons may act as organizers to form a limited liability company by delivering to the commission for filing the articles of organization. B. The articles of organization must state all of the following: 1. The name of the limited liability company that complies with section 29-3112. 2. The principal address, which may be the same as the mailing address of the company's statutory agent. 3. The name and street and mailing addresses in this state of the company's statutory agent. 4. Whether the company is a manager-managed limited liability company or a member-managed limited liability company and either of the following: (a) If the company is a manager-managed limited liability company, the name and address of each manager and the name and address of each member who owns a twenty percent or greater interest in the capital or profits of the company. (b) If the company is a member-managed limited liability company, the name and address of each member of the company. C. The articles of organization may contain statements as to matters other than those required by subsection B of this section but may not vary or otherwise affect the provisions specified in section 29-3105, subsections C and D in a manner inconsistent with section 29-3105. D. A limited liability company is formed when the articles of organization become effective. E. A parent limited liability company and its subsidiary limited liability companies may be formed at the same time. F. The filing of the articles of organization by the commission is conclusive proof that all conditions precedent that are required to be performed by the organizers have been satisfied and that the limited liability company has been legally organized and formed under this chapter. G. Within sixty days after the commission files the articles of organization, either of the following must occur: 1. A notice of the filing of the articles shall be published in a newspaper of general circulation in the county of the statutory agent's street address for three consecutive publications containing the information required in subsection B of this section. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130 if the statutory agent's street address is in a county with a population of more than eight hundred thousand persons. 29-3202. Amendment or restatement of articles of organization A. The articles of organization may be amended or restated at any time, including to: 1. Change the name of the limited liability company. 2. Change from a member-managed limited liability company to a manager-managed limited liability company or from a manager-managed limited liability company to a member-managed limited liability company. B. The articles of organization shall be amended if there is a statement in the articles that was false or erroneous when it was made or within thirty days after the occurrence of any of the following: 1. A member-managed limited liability company has a change in members. 2. A manager-managed limited liability company has a change in managers or a change in members owning twenty percent or greater interest in the capital or profits of the company. C. The articles of organization shall be amended or a statement of change shall be filed within thirty days after the occurrence of any of the following: 1. The limited liability company changes its statutory agent. 2. The limited liability company changes its principal address. 3. The address of one or more of the limited liability company's managers or members changes. 4. The address of the statutory agent changes. D. To amend its articles of organization, a limited liability company must deliver to the commission for filing an amendment stating both of the following: 1. The name of the company. 2. The text of the amendment. E. To restate its articles of organization without amendment, a limited liability company must deliver to the commission for filing the restated articles, designated as such in the heading, stating both of the following: 1. The name of the company. 2. The text of the restated articles. F. To amend and restate its articles of organization, a limited liability company must deliver to the commission for filing the amended and restated articles, designated as such in the heading, stating both of the following: 1. The name of the company. 2. The text of the amended and restated articles. G. If a member of a member-managed limited liability company or a manager of a manager-managed limited liability company knows that any information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances, the member or manager shall promptly do either of the following: 1. Cause the articles to be amended. 2. If appropriate, deliver to the commission for filing a statement of change under section 29-3116 or a statement of correction under section 29-3209. H. Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the amendment, restated articles of organization or amended and restated articles of organization shall be published in a newspaper of general circulation in the county of the statutory agent's street address for three consecutive publications. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130 if the statutory agent's street address is in a county with a population of more than eight hundred thousand persons. I. Publication or posting pursuant to subsection H of this section is not required if the amendments to the articles of organization change only any of the following: 1. The names or addresses of members or managers. 2. The company's principal address. 3. The name or address of the statutory agent. J. A limited liability company that has not amended its articles of organization as required by this section may not maintain an action on or on account of a contract or transaction made in the name of the company in any court of this state until it has amended its articles as required by this section. 29-3203. Signing of records to be delivered for filing to the commission A. A record delivered to the commission for filing pursuant to this chapter must be signed as follows: 1. Except as otherwise provided in paragraphs 2 and 3 of this subsection, a record signed by a limited liability company, foreign limited liability company or foreign series must be signed by a person authorized by the company, foreign company or foreign series. 2. A company's initial articles of organization must be signed by at least one person acting as an organizer. The organizer or organizers may be, but are not required to be, managers or members of the company. 3. A record delivered on behalf of a dissolved limited liability company that has no member must be signed by the person winding up the company's activities and affairs under section 29-3702, subsection C or a person appointed under section 29-3702, subsection D to wind up the activities and affairs. 4. Any other record delivered on behalf of a person to the commission for filing must be signed by that person. B. A record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual. C. A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record. 29-3204. Signing and filing pursuant to judicial order A. If a person required by this chapter to sign a record or deliver a record to the commission for filing under this chapter does not do so, any other person that is aggrieved may petition a court of competent jurisdiction to order any of the following: 1. The person to sign the record. 2. The person to deliver the record to the commission for filing. 3. The commission to file the record unsigned. B. If a petitioner under subsection A of this section is not the limited liability company, foreign limited liability company or foreign series to which the record pertains, the petitioner shall make the company, foreign company or foreign series a party to the action. C. A record filed under subsection A, paragraph 3 of this section is effective without being signed. 29-3205. Liability for inaccurate information in filed record A. If a record that is delivered to the commission for filing under this chapter and that is filed by the commission contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: 1. A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed. 2. Subject to subsection B of this section, a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if both of the following apply: (a) The record was delivered for filing on behalf of the company. (b) The member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied on so that, before the reliance, the member or manager reasonably could have done any of the following: (i) Effected an amendment under section 29-3202. (ii) Filed a petition under section 29-3204. (iii) Delivered to the commission for filing a statement of change under section 29-3116 or a statement of correction under section 29-3209. B. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the commission for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in subsection A, paragraph 2 of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility. C. An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that, to that individual's knowledge, the information stated in the record is accurate. D. A person that signs a record, or causes another to sign it on the person's behalf, knowing that the record contains inaccurate information at the time it is signed, is liable to the limited liability company and to each member of the company for damages resulting from the inaccurate information. E. The prevailing party in an action to recover damages under this section is entitled to an award for its costs and reasonable attorney fees. 29-3206. Filing requirements A. To be filed by the commission pursuant to this chapter, a record must be received by the commission, comply with this chapter and satisfy the following: 1. The filing of the record must be required or allowed by this chapter. 2. The record must be physically delivered in written form unless the commission allows electronic delivery of records. If the commission allows electronic delivery of records, the records may be electronically delivered only to the extent the commission allows. 3. The words in the record must be in English and numbers must be in Arabic or Roman numerals, but the name of an entity is not required to be in English if the name is written in English letters or Arabic or Roman numerals. 4. The record must be signed by a person authorized or required under this chapter to sign the record. 5. The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but is not required to contain a seal, attestation, acknowledgment or verification. B. If a law other than this chapter prohibits the disclosure by the commission of information contained in a record delivered to the commission for filing, the commission shall file the record if the record otherwise complies with this chapter but may redact the information. C. When a record is delivered to the commission for filing, any fee or penalty required to be paid under this chapter must be paid in a manner allowed by the commission. D. The commission may require that a record delivered in written form be accompanied by an identical or conformed copy. E. The commission may provide forms for filings required or allowed to be made by this chapter, but, except as otherwise provided in subsection F of this section, their use is not required. F. The commission may require that a cover sheet for a filing be on a form prescribed by the commission. 29-3207. Effective date and time A. Except as otherwise provided in section 29-3208 and subject to section 29-3209, subsection D, a record filed under this chapter is effective: 1. On the date and at the time of its delivery to the commission, as provided in subsection B of this section or section 29-3210, subsection B. 2. On the date and at the time specified in the record as its effective time, if later than the date and time under paragraph 1 of this subsection. 3. At a specified delayed effective date and time, which may not be more than ninety days after the date of delivery. 4. If a delayed effective date is specified, but no time is specified, at 12:01 a.m. mountain standard time on the date specified, which may not be more than ninety days after the date of delivery. B. If the commission is unable to make a determination that the record complies with all filing requirements of this chapter at the time the record is delivered for filing, the record is deemed to have been filed at the time of delivery if the commission subsequently determines either that: 1. The record as delivered conforms to the filing requirements of this chapter. 2. Within thirty days after notification of nonconformance is given by the commission to the person that delivered the record for filing or the person's representative, the record is brought into conformance. 29-3208. Withdrawal of filed record before effectiveness A. Except as otherwise provided in sections 29-2204, 29-2304, 29-2404, 29-2504 and 29-2604, a record delivered to the commission for filing may be withdrawn before it takes effect by delivering to the commission for filing a statement of withdrawal. B. A statement of withdrawal must comply with all of the following: 1. Be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons. 2. Identify the record to be withdrawn. 3. If signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record. C. On filing by the commission of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect. 29-3209. Correcting filed record A. A person on whose behalf a filed record was delivered to the commission for filing may correct the record if any of the following applies: 1. The record at the time of filing was inaccurate. 2. The record was defectively signed. 3. The electronic transmission of the record to the commission was defective. B. To correct a filed record, a person on whose behalf the record was delivered to the commission must deliver to the commission for filing a statement of correction. C. A statement of correction: 1. May not state a delayed effective date. 2. Must be signed by the person correcting the filed record. 3. Must specifically identify the filed record to be corrected or be accompanied by an attached copy of the filed record. 4. Must specify the inaccuracy or defect to be corrected. 5. Must correct the inaccuracy or defect. D. A statement of correction is effective as of the effective date of the filed record that it corrects except for the purposes of section 29-3103, subsection D and as to persons that relied on the uncorrected filed record and that are adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed. 29-3210. Duty of commission to file; refusal to file; delivery of record by commission A. The commission shall file a record that is delivered to the commission for filing and that satisfies this chapter. The duty of the commission under this section is ministerial. B. When the commission files a record, the commission shall record the record as filed on the date and at the time of its delivery. After filing a record, the commission shall deliver to the person that submitted the record an acknowledgment of the date and time of filing. C. If the commission refuses to file a record, the commission shall both: 1. Return the record or notify the person that submitted the record of the refusal. 2. Provide a brief explanation in a record of the reason for the refusal. D. If the commission refuses to file a record, the person that submitted the record may petition a court of competent jurisdiction to compel filing of the record. The record and the explanation of the commission of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding. E. The filing of or refusal to file a record does not do either of the following: 1. Affect the validity or invalidity of the record in whole or in part. 2. Create a presumption that the information contained in the record is correct or incorrect. F. Except as otherwise provided by section 29-3119 or by a law other than this chapter, the commission may deliver any record to a person by delivering the record in any of the following manners: 1. In person to the person that submitted the record. 2. To the address of the person's statutory agent. 3. To the principal address of the person. 4. To another address or e-mail address that the person provides to the commission for delivery. 29-3211. Certificate of good standing or registration A. On request of any person, and after payment of the requisite fee, the commission shall issue a certificate of good standing for a limited liability company or a certificate of registration for a registered foreign limited liability company or a registered foreign series if the facts under subsection B of this section are true as of the date of the certificate. B. A certificate under subsection A of this section shall be issued if: 1. In the case of a limited liability company, all of the following apply: (a) The articles of organization have been filed and have taken effect. (b) A statement of administrative dissolution or articles of termination have not been filed. (c) The records of the commission do not otherwise reflect that the company has been dissolved or terminated. (d) A proceeding is not pending under section 29-3708. (e) All fees, taxes, interest and penalties owed to the commission by the limited liability company have been paid. 2. In the case of a registered foreign limited liability company or registered foreign series, all of the following apply: (a) The foreign company or foreign series is registered to do business in this state. (b) A notice of termination has not been sent under section 29-3910. (c) All fees, taxes, interest and penalties owed to the commission by the foreign limited liability company or foreign series have been paid. C. Subject to any qualification stated in the certificate, a certificate issued by the commission under subsection A of this section may be relied on as conclusive evidence of the facts stated in the certificate. 29-3212. Interrogatories by the commission; information disclosed by interrogatories A. The commission may propound to any limited liability company, registered foreign limited liability company, designating foreign company or registered foreign series and to any member or manager of the company or series interrogatories as may be reasonably necessary and proper to enable the commission to ascertain whether the company or series complied with all applicable provisions of this chapter. The interrogatories shall be answered within thirty days after the mailing of the interrogatories or within an additional time fixed by the commission, and the answers to the interrogatories shall be full and complete and shall be made in writing and under penalty of perjury. If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to a company or foreign series they shall be answered by a member, if the company or foreign series is a member-managed company or foreign series, or by a manager, if the company or foreign series is a manager-managed company or foreign series. The commission is not required to file any document to which the interrogatories relate until the interrogatories have been answered as provided in this section or if the answers to the interrogatories disclose that the document is not in conformity with this chapter. The commission shall certify to the attorney general, for such action as the attorney general deems appropriate, all interrogatories and answers to the interrogatories that disclose a violation of any of the provisions of this chapter. B. Interrogatories propounded by the commission and the answers to the interrogatories are not open to public inspection and the commission may not disclose any facts or information obtained from the interrogatories and answers, except that such interrogatories, answers, facts or information may be made open to public inspection or disclosed if the commission's official duty requires the facts or information to be made public or if the interrogatories or the answers are required for evidence in any criminal proceeding or in any other action by this state. 29-3213. Fees; filing services; definition A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, the following nonrefundable fees when the following documents are delivered to the commission: 1. The initial articles of organization, fifty dollars. 2. A foreign registration statement, one hundred fifty dollars. 3. An amendment to the articles of organization, twenty-five dollars. 4. Articles of termination, thirty-five dollars. 5. A certificate for any purpose not otherwise provided for, ten dollars. 6. A statement of merger, interest exchange, conversion, domestication or division if the entity responsible for filing the statement is a limited liability company, fifty dollars. 7. Written information on any limited liability company, ten dollars. 8. A copy of any document or instrument, five dollars plus fifty cents per page. 9. An application for the reservation of a name, a notice of the transfer of any name reservation, an application for the registration of a name or alternate name by a foreign limited liability company or a renewal application for the registration of a name or alternate name by a foreign company, ten dollars. 10. A statement of change, five dollars. 11