On January 24, 2018, Arizona State Senators Bob Worsley, Kate Brophy McGee and Frank Pratt introduced Senate Bill SB 1353, a proposed law that would entirely replace Arizona’s limited liability company laws that have governed Arizona LLCs since 1992.  This new 67 page law is based on the 2013 version of the Revised Uniform Limited Liability Company Act (RULLCA).  SB 1353 is the work product of a small group of Arizona lawyers who spent seven years revising RULLCA.

The new law would become effective on August 31, 2019, but the old law would continue to apply to Arizona LLCs formed before September 1, 2019, until August 31, 2020. Section 29-4202 of SB 1353 states:

“This act does not affect an action commenced, proceeding brought or right accrued before September 1, 2019. With respect to a limited liability company formed before September 1, 2019, the rights and obligations of the company’s members and managers relating to matters arising and events occurring before September 1, 2020, based on events and activities occurring before September 1, 2020, shall be determined according to the law and terms of the operating agreement in effect at the time of the matters and event.”

Translation:  All 800,000+ Arizona LLCs created before September 1, 2019, will be subject to the new LLC law rather than the existing/old LLC from and after September 1, 2020.

Observation from the Arizona LLC attorney who has formed 9,300+ Arizona LLCs:  If SB 1353 becomes law every one of the 800,000+ existing Arizona LLCs and all Arizona LLCs created after August 31, 2019, will need to adopt an Operating Agreement written for the new law that eliminates most or all of the many onerous provisions contained in SB 1353.

Tell the bill’s sponsors how you feel about SB 1353 by sending them an email to the following addresses:  Arizona State Senators Bob Worsley (email: goo.gl/N6Q2mt), Kate Brophy McGee (email: goo.gl/kAYXAk) and Frank Pratt (email: goo.gl/z7HMVo).