Operating Agreement Template Arizona

OPERATING AGREEMENT FOR [COMPANY FULL LEGAL NAME], L.L.C.

Document ID: LLC-AZ-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: Arizona (Arizona Revised Statutes Title 29)

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LEGAL COMPLIANCE NOTICE

Disclaimer: This document constitutes a template drafted to comply with the Arizona Limited Liability Company Act (A.R.S. § 29-3101 et seq.). While drafted by counsel, this document is provided for informational purposes and does not constitute an attorney-client relationship. Use of this document requires customization to the specific tax election (e.g., S-Corp, C-Corp, or Pass-Through) and management structure of the entity. Users are advised to seek local counsel verification prior to execution.

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ARTICLE 1: FORMATION AND PARTIES

This Operating Agreement (the "Agreement") is entered into as of the Effective Date by and among the Members listed in Exhibit A (the "Members").

1.1 Formation: The Company has been formed as an Arizona Limited Liability Company by filing Articles of Organization with the Arizona Corporation Commission. 1.2 Name and Principal Office: The name of the Company is [Company Full Legal Name]. The principal place of business is [Principal Address]. 1.3 Registered Agent: The registered agent for service of process is [Registered Agent Name], located at [Registered Agent Address].

ARTICLE 2: CAPITAL CONTRIBUTIONS AND MEMBERSHIP

2.1 Initial Contributions: Each Member has contributed the capital set forth in Exhibit A in exchange for their respective Percentage Interest. 2.2 Additional Contributions: No Member shall be required to make additional capital contributions unless unanimously agreed upon in writing. 2.3 Membership Interest: Membership interests shall be represented by the percentage of ownership as defined in the Company records.

ARTICLE 3: MANAGEMENT

3.1 Management Structure: The Company shall be [Member-Managed / Manager-Managed]. 3.2 Authority: The [Member(s)/Manager(s)] shall have full, exclusive, and complete authority to manage the business and affairs of the Company, subject to the limitations set forth in this Agreement. 3.3 Meetings: Regular meetings are not required, but any Member may call a meeting upon 7 days' written notice.

ARTICLE 4: ALLOCATIONS AND DISTRIBUTIONS

4.1 Profits and Losses: Net Profits and Net Losses shall be allocated to the Members in proportion to their respective Percentage Interests. 4.2 Distributions: Distributions shall be made at such times and in such amounts as determined by the [Member(s)/Manager(s)], provided that the Company remains solvent following such distribution.

ARTICLE 5: TRANSFERS AND WITHDRAWALS

5.1 Restriction on Transfer: No Member may sell, assign, encumber, or otherwise transfer their interest in the Company without the prior written consent of a majority of the other Members. 5.2 Right of First Refusal: If a Member receives a bona fide offer to purchase their interest, the remaining Members shall have a right of first refusal to purchase said interest at the same terms.

ARTICLE 6: CONFIDENTIALITY

The Members agree that all proprietary information concerning the Company, including trade secrets, customer lists, and financial data, shall be held in strict confidence and shall not be disclosed to any third party without express written consent.

ARTICLE 7: DISSOLUTION AND TERMINATION

7.1 Events of Dissolution: The Company shall dissolve upon: (a) the written agreement of all Members; or (b) the entry of a decree of judicial dissolution. 7.2 Winding Up: Upon dissolution, the Company’s assets shall be used to pay creditors, and the remaining proceeds shall be distributed to Members in accordance with their positive capital account balances.

ARTICLE 8: DISPUTE RESOLUTION

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by binding arbitration in [County Name], Arizona, in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorney’s fees and costs.

ARTICLE 9: GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

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EXECUTION

FOR [COMPANY NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [MEMBER/CLIENT NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization:
   • Replace all bracketed text (e.g., [Company Full Legal Name]) with the specific information relevant to your entity.
   • Define the "Management Structure" (Article 3.1): If you want all owners to run the business, choose "Member-Managed." If you are appointing a specific person/entity to run it, choose "Manager-Managed."
2. Exhibits: Ensure Exhibit A (Capital Contribution Table) is drafted as a separate page listing each member’s name, address, initial contribution amount, and percentage ownership.
3. Review: Review the "Registered Agent" information to ensure it matches the records filed with the Arizona Corporation Commission.
4. Signatures: Ensure all parties sign in blue or black ink. Digital signatures via DocuSign or Adobe Sign are legally binding under the E-SIGN Act and Arizona UETA.
5. Record Retention:
   • Keep the original signed document in the Company’s "Minute Book."
   • Provide a copy to each Member.
   • Do not file this document with the Arizona Corporation Commission (they only require the Articles of Organization); however, keep it readily accessible for tax audits or banking requirements.