Arizona LLC Operating Agreement — Step 4 of 8
Arizona’s formation disclosures depend on management structure: member-managed Articles name every member; manager-managed Articles name every manager and members owning at least 20% of capital or profits. Your operating agreement records ownership and governance in more detail. It's an internal document, never filed with the ACC, but Arizona law gives it broad control over permitted default rules. Here's what to include, with a clause builder to outline yours.
Arizona does not require an LLC operating agreement, but it's strongly recommended. Under A.R.S. § 29-3105, if your operating agreement conflicts with one of the Arizona LLC Act's default rules, your agreement wins — subject to the nonwaivable limits described below. It's an internal document you never file with the ACC. Even single-member LLCs should have one, since banks often request it.
- Required?
- No, recommended
- Filed with state?
- No — internal
- Cost
- Free (template)
- Overrides
- Most state default rules
- Bank policy
- May request one
- Where kept
- With your records
- Next step
- Step 5 →
Why You Need One
Arizona's LLC statute (A.R.S. Title 29, Chapter 7) has default rules for how ownership, voting, and profit-sharing work if you never write your own agreement. Those defaults are generic and may not match what you and your co-owners actually want. An operating agreement lets you customize permitted default rules:
- Documents real ownership — record every member and ownership percentage. Public member disclosures depend on whether the LLC is member-managed or manager-managed.
- Controls over the statute by default — under A.R.S. § 29-3105, your agreement wins when it conflicts with a default rule, subject to §29-3105 statutory limits.
- A bank may request it to open a business account — even for a single-member LLC.
- Settles disputes before they happen — voting, profit splits, and exit terms are defined up front instead of argued about later.
Arizona Agreement Rules and Defaults
Form and public disclosures
Arizona recognizes oral, implied and recorded agreement terms, including combinations. A written agreement signed by members is recommended for clear evidence. Under §29-3201, member-managed Articles name every member; manager-managed Articles name every manager and members with at least a 20% capital or profits interest.
Defaults to decide explicitly
Section 29-3407 reserves management to members unless the Articles provide for managers. In a member-managed LLC, each member can manage ordinary business; specified decisions use a majority in interest, and amendments generally need all members’ consent. Customize voting and management consistently with the Articles and permitted agreement terms.
Limits on customization
Section 29-3105 gives agreements broad control over defaults, but protects statutory-agent and filing requirements, good faith and fair dealing, rights to information and actions, and certain dissolution and third-party rights. Do not treat freedom to contract as permission to waive every rule.
Official state sources
Arizona §29-3102 definitionsArizona §29-3201 formation disclosuresArizona §29-3105 agreement limitsArizona §29-3407 management defaultsFree Operating Agreement Downloads for Your Arizona LLC
Choose the template that matches your LLC's ownership and management. These are LLC School's national master templates, also available in the core operating agreement guide. Customize the document for your company and Arizona law before signing.
Single-Member
For one member who owns and generally controls the LLC.
Download single-member PDFMulti-Member / Member-Managed
For multiple members who participate directly in company management.
Download member-managed PDFManager-Managed
For LLCs whose members delegate management authority to designated managers.
Download manager-managed PDFBefore signing: Fill the applicable blanks, remove clauses that do not fit, confirm ownership and management terms, and review state-specific limitations. Seek professional legal or tax advice for complex arrangements. Read the national template guidance.
Operating Agreement Clause Builder
Toggle the clauses you want and the outline builds on the right. The first five are essentials almost every LLC needs; the rest are smart additions. Copy your outline to hand to a template or attorney:
This builds a structural outline, not legal text. Use it with a reputable operating-agreement template or have an attorney draft the final document for your situation. Not legal advice.
Single-Member LLCs Need One Too
For a sole member, written terms document ownership, authority and succession. Keep company finances and records separate. A bank may request the agreement. This document alone does not guarantee protection from personal liability.
Arizona's default rules apply if you skip thisWithout an operating agreement, the Arizona LLC Act's default provisions govern your LLC automatically — including how profits are shared and how major decisions get approved. These defaults are reasonable starting points but rarely match what a specific business actually needs, especially with multiple owners contributing unequal amounts of capital or work.
- ✓Optional formation assistance; confirm filing scope, service pricing and government fees before ordering.
- ✓Check whether a template is included; customize it for your company and state law.
- ✓Confirm registered-agent service availability, included periods and renewal charges.
- ✓Review address-use rules and privacy policies; a service does not remove all information from public filings.
Disclosure: LLC School may earn a commission via this link, at no cost to you. See our advertising disclosure.
Arizona Operating Agreement — FAQ
Is an operating agreement required in Arizona?
Arizona does not require a written operating agreement or filing it with the ACC. Written terms are recommended; statutory definitions also recognize oral and implied terms.
Does my operating agreement override Arizona law?
It controls many statutory defaults, subject to §29-3105 limits. Statutory-agent and filing requirements, good faith and fair dealing, and specified member and third-party protections remain.
What should an Arizona operating agreement include?
Record members, ownership, contributions, management, voting, distributions, transfers, succession and amendment procedures. Align management with the Articles and respect mandatory-law limits.
Do single-member LLCs need an operating agreement?
A written agreement is recommended for a sole member. It documents ownership and governance. A bank may request it; it does not guarantee liability protection.
Do I file my operating agreement with the ACC?
No. Keep the agreement internally with company records. It is separate from the Articles filed with the ACC.
Can I write my own operating agreement?
Yes. Start with LLC School’s national templates above and customize them for Arizona. Obtain advice for complex ownership, financing or unusual terms.
Does my bank need my operating agreement in Arizona?
A bank may request it to verify ownership or authority. Check that bank’s document policy; an operating agreement is not a universal statutory condition for opening an account.
Ahmad Adil is the founder and CEO of LLC School. For agreement terms and member responsibilities, consult the state LLC statute and a qualified adviser. See the national operating agreement guide. This is educational information, not legal or tax advice.
About Ahmad Adil → Arizona LLC Overview →