How to File an Arizona LLC or Corporation Amendment

Articles of Organization are required for officially establishing your Arizona limited liability company (LLC), and the Articles of Incorporation do the same for a corporation. These important documents contain the basic information about your business, and this information must be kept up to date to keep your business state compliant. And as your business evolves and changes over time, the more likely you are to change members or shareholders, managers, statutory agent, and more.

Changes are almost guaranteed, and these changes need to be reflected in your Articles of Organization or Articles of Incorporation by filing an amendment. Let’s take a look at how to file an amendment to your Arizona formation documents, why you may need to do so, and how we can help you through the process.

If you’re just starting your business, head over to our Arizona LLC formation services or Arizona corporation formation service to see how we can make formation quick and easy.

Amending an Arizona LLC Articles of Organization

If you need to make changes to your LLC’s formation documents, we’ll show you how in this section. If you need to make an amendment for a corporation, please scroll to the section titled “Amending an Arizona Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Arizona Articles of Organization

When you create your LLC, you’ll file the Articles of Organization, which asks for a variety of information about your new company. This information includes:

• The type of LLC you’re creating: professional or standard
• Your business name
• The services you offer (professional LLCs)
• Name and address of your registered agent
• Principal address for the business
• How the LLC will be managed (by members or managers)

If you change any of this information, you’ll need to file an amendment form with the Arizona Corporation Commission.

Step 2: Identify what to change in your Articles of Amendment

Arizona requires an LLC to file the Articles of Amendment in order to make changes to the formation documents. There’s a dedicated version of this form for LLCs. Here are the categories that you might choose to change using this form:

• Changing the LLC’s name
• Adding or removing members or managers or changing the management structure
• Update to the statutory agent name or contact information
• New address
• Changing into another type of LLC (from or into a professional LLC) or changing the services offered (professional LLCs only)

You’ll also need to file an amendment if you make any changes to supplementary articles that you added to your original form.

Why should I update my Arizona Articles of Organization?

Timely amendments help ensure that your official documents reflect the reality of what is happening with your business. Consistency between your operations and your Articles of Organization isn’t only a requirement; it’s also a good practice for serving members of the limited liability company who may seek this information. 

Are there penalties if I don’t?

Yes, there can be penalties for not updating your business information. According to the law, the state of Arizona can conduct an administrative dissolution of your limited liability company for failure to properly update and amend Articles of Organization. Under Title 29 of the Arizona Code, most changes have to be reported within 30 days of the actual change occurring to prevent administrative action. 

Failing to file an LLC Amendment could also prevent your business from obtaining an Arizona Certificate of Good Standing from the Arizona Corporation Commission. This document verifies that the company is a legal entity in the State of Arizona. Certificates of Good Standing may be requested to open company accounts, complete official business contracts, sell or transfer a business, or raise capital. 

Step 3: Gather information for filing your Arizona amendment

Once you’ve determined which information you’ll be updating from your Articles of Organization, it’s time to gather your information. For example, if you’re going to be adding or members, you’ll need to get the names and current contact information for each. Ensuring you have accurate information before filing can help streamline the process and avoid rejected filings.

Step 4: File your Arizona LLC amendment

Now it’s time to file the paperwork, the “Articles of Amendment – LLC” form provided by the Arizona Corporation Commission. You’ll also need to provide a cover sheet with the filing. You can do this by mail or online by logging into your eCorp account. Then, click the Online Services link. Next, click on Change People or Amend Articles to find the online filing for Articles of Amendment.

In addition to the information that you plan to change, you’ll be asked to provide a signature for an authorized individual filing the form. At the time of this writing, the filing fee for this form is $25.

Step 5: Meet the Arizona publication requirement

Arizona is one of the few states that require publication for business formation and amendments. Under Title 29, publication isn’t required for amendments that change the name and address of a member or manager, principal address of the LLC, or the name and address of the statutory agent. All other amendments require publication in an approved newspaper publication. It’s important that you don’t publish before you get approval of the amended or restated articles. 

Amending an Arizona Corporation Articles of Incorporation

Need to make changes to your corporation’s Articles of Incorporation? This section will show you how.

Step 1: Determine if you need to amend your Articles of Incorporation

Arizona’s Articles of Incorporation form is the official document that creates a corporation in the state. This form asks for a lot of start-up information, including:

• Name of the corporation
• Whether the corporation will be standard or professional, and what services will be offered (professional corporations only)
• Business purpose
• Number and class of shares the corporation can issue
• Address for the business
• Name and address of each director
• Name and address of the statutory agent
• Name and address of each incorporator

If you need to make changes to any of this information, you’ll need to file an amendment to your formation documents.

Step 2: Review the requirements for your Arizona amendment

Most of the provisions of your Articles of Incorporation can be changed by filing the Arizona Articles of Incorporation. Here are some of the categories you can amend:

• Company name
• Number or classification of shares
• Change in statutory agent
• Change of address

Step 3: Gather the information needed to file your Articles of Amendment

Once you’ve decided what you need to change, you’ll need to make sure you have all of the information necessary for adopting that change. For example, if you’re looking to change your agent, you’d need the name and address of your past agent and your new one. Making sure you have the correct information from the outset will help streamline your filing process.

Additionally, when you file an amendment, Arizona requires you to submit some information about the votes cast to approve the amendment, such as the date the motion was approved, the votes for and against, and so forth. Be sure to gather this info so you can complete it when you file.

Step 4: File the Arizona Articles of Amendment

Now it’s time to fill out the Articles of Amendment. You can submit this form directly with the Arizona Corporation Commission. You can do this by mail or online by logging into your eCorp account. Please make sure that you get the correct version of the form; Arizona offers a similarly titled form for LLCs, and you need to use the right form.

At the time of this writing, this form costs $25 to submit.

Step 5: Meet Arizona’s publication requirement

Arizona is one of the few states that require publication for business formation and amendments. You won’t need to file a new publication if your amendment changed the name and address of a member or manager, the principal address of the corporation, or the name and address of the statutory agent. All other amendments require publication in an approved newspaper publication, similar to the process you completed while forming your corporation. It’s important that you don’t publish before you get approval for the amended or restated articles. 

Articles of Amendment vs. Statement of Correction

If you made a mistake while filing your original Articles of Organization or Articles of Incorporation, then you can file the Statement of Correction instead of the amendment form to make it right. It costs $25 to file this form (at the time of this writing). There’s no publication requirement for the Statement of Correction.

Please note that the Statement of Correction can only be used to correct mistakes; it can’t be used to make changes. For example, if there was a typo in the business address or you misspelled someone’s name, you can use the Statement of Correction. You can’t use the statement if you need to change the agent’s address.

Restatement of Articles of Organization or Incorporation

If you’re a corporation, Arizona allows you to file the Restated Articles of Incorporation to simply re-establish your original articles. In some states, these two combine into one filing, called Amended and Restated Articles of Incorporation. But in Arizona, all updates can be made on the Articles of Amendment form. 

For LLCs, the state doesn’t provide a specific template for this form, but you can draft your own. No matter what your entity type is, it’s recommended to chat with an attorney to draft the restatement so you don’t miss any crucial compliance aspects.

Articles of Amendment vs. Statement of Change

Arizona also provides a state form titled, “Statement of Change of Principal Address or Statutory Agent” with separate versions for LLCs and corporations. This form can be used to update your statutory agent or your business’s address. It’s cheaper to file, costing just $5 at the time of this writing. It’s recommended to use this form instead of the Articles of Amendment if the statutory agent or address are the only things you need to change.

If you’re changing other information on top of what’s included in the Statement of Change, go ahead and file the Articles of Amendment.

Need Arizona compliance help? Let us take care of it!

Amending your Arizona Articles of Organization or your Articles of Incorporation is important from a compliance standpoint and to keep your business organized. Because some amendments require additional documents and have publishing requirements, Arizona LLC amendments or corporation amendments can get complicated. We can help you stay organized and keep your business in good standing with our Worry-Free Compliance service. Find out how we can help take some of the stress out of running your business.