Arizona · Operating agreement
Arizona LLC operating agreement
What Arizona's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Arizona operating agreementWhat Arizona’s LLC act says
Arizona defines the operating agreement as the agreement of all the members, including a sole member, about the matters listed in section 29-3105. 4
Arizona counts an operating agreement whether it is oral, implied, in a record or any mix of these, so a written document is not the only form. 4
What Arizona’s act does not let an agreement change:
- Cannot vary the rules on statutory agents 1
- Cannot eliminate the duty of good faith and fair dealing 1
- Cannot vary the causes of dissolution listed in the act 1
One-member company. Arizona's definition of an operating agreement expressly covers the agreement of a sole member, so a one-member LLC can have one. 4
Not confirmed for Arizona from an official source: whether an Arizona agreement is filed with the state.
What happens with no agreement
Arizona reserves management to the members unless the articles of organization say the company is managed by one or more managers. 2
Arizona splits any distribution made before dissolution in equal shares among members, with limited exceptions for transfers and charging orders. 3
What the template covers in Arizona
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Arizona’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form an Arizona LLC
You form an Arizona LLC by filing with the Arizona Corporation Commission.
Arizona has no annual report for LLCs.
Search the Arizona business records at the Arizona Corporation Commission before you file: Arizona entity search.
The operating agreement for an Arizona LLC is separate from the Arizona formation filing.
Common questions
Is an operating agreement required for an LLC in Arizona?
Arizona's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement does not cover a matter, the act's own rules govern it. 1
Is there an Arizona LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Arizona LLC have an operating agreement?
Arizona's definition of an operating agreement expressly covers the agreement of a sole member, so a one-member LLC can have one. 4
Does an Arizona operating agreement need to be notarized?
None of the Arizona rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep an Arizona operating agreement, and is it filed?
We could not confirm from an official Arizona source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with the Arizona Corporation Commission. 5
Also in Arizona
Sources 5 links, checked Oct 17, 2026 to Nov 13, 2026
- Arizona LLC act, section 29-3105 azleg.gov, checked Nov 13, 2026
To the extent the operating agreement does not provide for a matter described in subsection A of this section, this chapter governs the matter.
- Arizona LLC act, section 29-3407 azleg.gov, checked Nov 13, 2026
Management of a limited liability company is reserved to its members unless the articles of organization provide that the company is managed by one or more managers.
- Arizona LLC act, section 29-3404 azleg.gov, checked Nov 13, 2026
Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members
- Arizona LLC act, section 29-3102 azleg.gov, checked Nov 13, 2026
of all the members of a limited liability company, including a sole member, concerning the matters described in section 29-3105, subsection A.
- Official state fee schedule for LLC filings azcc.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Arizona’s rules. It is not legal or tax advice.
Ready to file? Start your Arizona LLC.