Why LLCs Must Have an ALLCA Compliant Operating Agreement: Reason # 2

New Arizona Limited Liability Company Act (ALLCA) Section 29-3101.13 effective September 1, 2019, states:

“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.

ALLCA Section 29-3105.A.1(b)  states:

The Operating Agreement governs . . . the rights and duties . . . of a person in the capacity of Manager

My interpretation of these two statutes is that under ALLCA the only way a manager of a manager managed LLC can be a manager and have manager power’s is if the LLC has an Operating Agreement and the person or entity is named in that Operating Agreement as a manager.

Conclusion:  When a manager managed LLC becomes subject to the new ALLCA it will not have a manager unless the LLC has an Operating Agreement that names one or more managers.

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How to Hire Richard Keyt to Prepare a Custom Operating Agreement

Option 1: Form a New LLC with a Custom Operating Agreement: When you hire me, Arizona LLC attorney Richard Keyt who has formed 9,300+ and has 373 five star Google & Facebook reviews), to form a new LLC I will prepare a custom Operating Agreement.  Complete our online LLC formation questionnaire or call me at 480-664-7478 and give me your information. We form new LLCs and get them approved by the Arizona Corporation Commission the same day we are paid and you approve the LLC formation questionnaire you submit to us.  See the “contents of the Bronze ($497), Silver ($797) & Gold ($1,297) LLC packages.

Option 2: Purchase a Custom Operating Agreement:  If your Arizona LLC's Operating Agreement was drafted for the obsolete Arizona LLC law or if it doesn't have an Operating Agreement its members should hire us to draft a custom Operating Agreement by submitting our online Operating Agreement questionnaire.