Articles of Amendment
Keep Your Business Up To Date
How often do I need to update my corporation or LLC? The short answer is: whenever things change.
Both corporations and LLCs in Arizona have a formation document: Articles of Incorporation for corporations and Articles of Organization for LLCs. These documents contain basic information about the business that the state and the public need to know, such as who the owners are, who is in charge, where to find the business’s main office, and where to send correspondence. Because corporations must have shares, the Articles of Incorporation are also required to state the number of shares that the corporation is allowed to issue. When these facts change for a company, it is important to update the company’s formation document as soon as possible.
By statute (A.R.S. section 10-1622), corporations must file annual reports which contain certain information. In addition to the information required in the Articles of Incorporation, the annual report also needs to include a statement listing the current Board of Directors, a statement of the business the company is doing, and a certification that all required tax documents have been filed. Corporations that do not file their mandatory annual reports can have their corporate status revoked by the state.
Arizona does not require LLCs to file annual reports, so until recently, there was relatively few consequences for failing to keep the public information about an LLC up to date. However, as of September 1, 2020, Arizona’s new Limited Liability Company Act makes participants (members, managers, statutory agents, etc.) personally liable for any inaccuracies in the officially filed information, so although there is no specific annual form to file, it is crucial for LLCs to update their Articles of Organization when the nature of the LLC has changed significantly.
Specifically, according to A.R.S. section 29-3202, Articles of Organization for an Arizona LLC must be updated when any of these events occur:
1) The membership of the LLC, or the address of a member, has changed. If the LLC is manager-managed, the update is required if the manager or their address has changed, or the change in membership affects at least twenty percent of the total ownership of the company.
2) The statutory agent for the company (or their address) has changed.
3) The company’s principal address has changed.
