Arizona charges an LLC nothing to stay alive — no annual report, no franchise tax, no recurring filing with the Corporation Commission. That is genuinely unusual, and it has a consequence most Arizona owners never think through: the operating agreement is the only governance document your company will ever produce. There is no annual filing that quietly re-states who the members are, so when a dispute arrives years later, the agreement is not the best evidence of the deal. It is the only evidence.
This page provides a free Arizona LLC Operating Agreement template in both PDF and Microsoft Word format, drafted against Title 29, Chapter 7 of the Arizona Revised Statutes. It includes the § 29-3105 framework for member relations, statutory agent references, and signature blocks for member-managed and manager-managed structures. Download the version that fits your workflow and customize the bracketed fields.
Free Arizona LLC operating agreement template and sample form
Fill it in below and the document is generated in your browser — nothing is uploaded and there is no signup. The PDF and Word versions are there if you prefer to draft offline. Whichever you use, record the statutory agent’s county explicitly — that is what decides whether you owe a newspaper publication at all.
Arizona LLC Costs and Deadlines (Verified August 2026)
Arizona’s cost profile is the inverse of most states: cheap to form, free to maintain, but with a publication step that catches people who form from out of state. Confirm current figures with the Arizona Corporation Commission before you file.
| Item | Amount | Detail |
|---|---|---|
| Articles of Organization (domestic LLC) | $50 | Arizona Corporation Commission, standard processing |
| Annual report | None | Arizona does not require LLC annual reports |
| Franchise tax | None | No state-level franchise or privilege tax on the LLC itself |
| Newspaper publication | 3 consecutive runs | Within 60 days of approval, A.R.S. § 29-3201(G) |
| Publication exemption | Maricopa & Pima | ACC posts the notice online instead, at no charge |
| Publication cost (other counties) | ~$30–300 | Varies by newspaper; paid to the publisher, not the state |
| Statutory agent | $0–300/yr | Arizona street address required; no P.O. boxes |
| Operating agreement filing | Not filed | Internal document; only the Articles are public |
The Publication Trap Nobody Warns Out-of-State Owners About
Arizona is one of only three states that still require newspaper publication after formation. Under A.R.S. § 29-3201(G), a new LLC must publish a notice of formation three consecutive times in a newspaper in the county of its statutory agent, within 60 days of the Commission approving the Articles.
There is a large exception, and it is the reason half the internet says Arizona has no publication requirement. If the statutory agent’s street address is in Maricopa County or Pima County, the Commission publishes the notice on its own public notice database and no newspaper is needed. Between them, those two counties contain Phoenix and Tucson, which is where most Arizona LLCs are agented — so most owners never encounter the rule.
The people who do encounter it are usually forming from outside Arizona and using an agent in a rural county because it was cheaper. Sixty days later they have an LLC that is formed but not compliant, and no notification from anyone. The operating agreement cannot fix this, but the agent designation clause is where you record who is responsible for it.
What Arizona Lets You Contract Around
Section 29-3105 gives the operating agreement broad authority over relations among members, the rights and duties of managers, and the conduct of the company’s activities. Where the agreement and the statute conflict, the agreement generally wins — Arizona states plainly that operating agreement provisions supersede statutory provisions.
The limits are the ones you would expect from a state that adopted the modern uniform act rather than Delaware’s contractarian model. The agreement cannot eliminate the duty of good faith and fair dealing. It cannot shield willful or intentional misconduct. It cannot unreasonably restrict a member’s information rights or a member’s ability to bring an action. And it cannot rewrite anything to do with the statutory agent, Commission filings, or the required steps for a merger or conversion.
In practice that means Arizona sits in the middle of the field: more flexible than California, considerably less flexible than Delaware. You can reshape the economics and the governance almost freely. You cannot contract your way out of behaving honestly.
Provisions That Matter Most Under Arizona Law
- Statutory agent and publication responsibility. Name the agent and say explicitly who bears the duty to complete publication if the agent’s address falls outside Maricopa or Pima County. This is the single most Arizona-specific clause in the document.
- Management designation. Member-managed or manager-managed. Arizona removed the requirement to state this in the Articles when the new act took effect, so the operating agreement is now the only place it is recorded.
- Capital contributions and the funding obligation. Record what each member contributed and what remains promised. Arizona will not enforce a vague understanding about future money.
- Distributions and the solvency limit. Arizona restricts distributions that would leave the company unable to pay its debts as they come due, and the agreement cannot loosen that restriction to a creditor’s detriment.
- Transfer restrictions. By default a transferee receives economic rights only — distributions, not votes. Say whether admission as a full member requires unanimous consent or something less.
- Buyout and exit mechanics. Arizona provides no default right to withdraw and be cashed out. Without a buyout clause a member who wants out is stuck holding an interest nobody has to buy.
- Information rights. The agreement may set reasonable procedures for inspection but cannot make access unreasonable. Define the mechanism rather than leaving it to argument.
- Tax election. Partnership taxation by default for multi-member LLCs, disregarded entity for single-member. Record the choice and any S-corporation election.
Mistakes Specific to Arizona LLCs
- Assuming no annual report means no maintenance. Arizona asks nothing of you annually, which is exactly why records rot. Members change, contributions change, and nothing forces an update. Set your own calendar to review the agreement, because the state never will.
- Using a cheap rural statutory agent. Saving forty dollars on an agent outside Maricopa or Pima County buys you a newspaper publication obligation with a 60-day clock and no reminder.
- Treating the Articles as the governance document. Arizona’s Articles are close to bare. They do not record management structure, ownership percentages, or voting rules. If it is not in the operating agreement, it does not exist.
- Copying a Delaware agreement. Delaware-style clauses that eliminate the duty of loyalty outright are unenforceable in Arizona to the extent they touch good faith or intentional misconduct. The clause does not fail quietly; it fails at the moment you need it.
Frequently Asked Questions
Does Arizona require an LLC operating agreement?
No. Arizona does not require one to form or maintain an LLC, and the agreement is never filed with the Corporation Commission. But because Arizona requires no annual report either, the operating agreement ends up being the only document that records who owns what.
How much does it cost to form an LLC in Arizona?
$50 for the Articles of Organization with the Arizona Corporation Commission. There is no annual report fee and no franchise tax, so a single-member Arizona LLC with its own statutory agent address can cost $50 in total for its first year.
Do I have to publish my Arizona LLC in a newspaper?
Only if your statutory agent’s street address is outside Maricopa and Pima Counties. In those two counties the Commission publishes the notice on its public notice database for free. Elsewhere, three consecutive publications in a county newspaper within 60 days of approval.
Does Arizona have an annual report for LLCs?
No. Arizona is one of a small group of states with no LLC annual report and no annual fee. Corporations in Arizona do file annually; LLCs do not.
Can an Arizona operating agreement eliminate fiduciary duties?
Not entirely. Section 29-3105 lets you reshape most duties, but the agreement cannot eliminate the obligation of good faith and fair dealing, cannot excuse willful or intentional misconduct, and cannot unreasonably restrict information rights or a member’s right to sue.
Is a single-member Arizona LLC worth documenting?
Yes, and arguably more so here. With no annual report creating a paper trail, an operating agreement is the main evidence that the company is being treated as separate from you — which is the evidence that matters if someone argues the entity should be disregarded.
Does the operating agreement get filed with the Commission?
No. It is an internal document. Only the Articles of Organization and the statutory agent information are public record in Arizona.
Can I change my Arizona operating agreement later?
Yes. The agreement itself should state the amendment procedure — typically written consent of members holding a stated percentage. If it is silent, Arizona’s default rules fill the gap, which usually means unanimous consent.
Download the Free Arizona LLC Operating Agreement
The template below is the Arizona version, formatted for both print and editing. Fill the bracketed fields, have every member sign, and keep a signed copy with the company records. It is an internal document — you do not file it with the state.
Related Templates
Arizona’s no-annual-report structure is shared by Ohio, which reaches a similar result through a much newer statute. If you are weighing where to form rather than where you operate, the Delaware LLC operating agreement template covers the state with the widest contractual freedom. For a side-by-side of every state, see the LLC operating agreement by state hub, or start from the general LLC operating agreement template.