Section 4.1 General Information About Arizona Limited Liability Companies

I would like to give you some general information about Arizona limited liability companies and operating the new company. Limited liability companies have been authorized in Arizona since October 1, 1992. The Arizona limited liability company (“LLC”) is not a partnership or a corporation. The LLC is a specific type of entity created pursuant to Arizona statutes. The LLC is distinct from and not to be confused with other entities such as corporations or partnerships.

You may hear people refer to “limited liability corporations.” That is a misnomer. There is no such thing in Arizona as a limited liability corporation. There are Arizona corporations and Arizona limited liability companies, but there are no Arizona limited liability corporations.

Section 4.2 The Two Types of LLCs: PLLCs vs. LLCs

Arizona law provides for two types of limited liability companies, the common garden variety limited liability company (“LLC”) (by far the most frequently formed type) and the professional limited liability company (“PLLC”). A professional limited liability company is a special type of LLC that is organized to render one or more categories of “professional services.” A.R.S. Section 29-3101.4. A professional service is “a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in [Arizona] to render the service.” A.R.S. Section 10-2201.6. “Licensing authority” means “the officer, board, agency, court or other authority in [Arizona] empowered by law to license or otherwise authorize the rendition of a professional service.” A.R.S. Section 10-2201.4.

A person who provides professional services may do so through an LLC unless the licensing authority for the profession in Arizona requires the use of a PLLC.

Licensed Arizona real estate agents may be the only Arizona professionals that must use a professional limited liability company or a professional corporation. It is the Arizona Department of Real Estate that imposes this requirement, not Arizona statutory law.

Section 4.3 Statutory Difference between LLCs and PLLCs

Professional limited liability companies are almost identical in every way to the “nonprofessional” or “standard” limited liability company except for the following statutory differences:

a. The Articles of Organization must state that the company is a PLLC. A.R.S. Section 29-4102.1.

b. The Articles of Organization must state the professional service or services that the PLLC is organized to provide. A.R.S. Section 29-4102.2. A PLLC may render a category of professional services in Arizona only through its members, managers, officers, agents and employees who are themselves licensed persons qualified in Arizona to perform that category of professional services.

c. LLCs do not have any restrictions on who may own an interest in the LLC, but a PLLC may issue membership interests to any person unless the company is prohibited from doing so by the licensing authority.  See A.R.S. Section 29-4105.B.

If you have a PLLC and want to change it into an LLC or if you have an LLC and want to change it to a PLLC, its simple to do.  Just prepare and file an amendment to the Articles of Organization with the Arizona Corporation Commission.  See Section 4.10 When the LLC Must Amend Its Articles of Organization to hire KEYTLaw to amend Articles of Organization.

Section 4.4 Professional Real Estate Service PLLCs

If you are an Arizona real estate agent for whom we created an Arizona professional LLC, this Section applies to you and your PLLC. The Arizona Department of Real Estate requires that the following provision be contained in the Articles of Organization of the real estate services professional limited liability company:

“The sole purpose of the professional limited liability company is to render professional real estate services only.”

If your professional limited liability company will be a real estate services PLLC, the ADRE takes the position that the PLLC cannot engage in any activities other than render professional real estate services. For example, a real estate PLLC cannot own real estate or operate a retail store.

To obtain a license from the Arizona Department of Real Estate for the Company, you must complete and submit ADRE form LI-231 to the ADRE. You must submit with the form LI-231 a copy of the Articles of Organization approved by the Arizona Corporation Commission with the “Filed” stamp on the top of the document.

Section 4.5 Members

Owners of an Arizona LLC are called “members.” A member is equivalent to a shareholder of a corporation or a partner of a partnership. The LLC members can be individuals, partnerships, trusts, corporations, or any other type of entity. The general rule is that a member of an Arizona LLC, like a shareholder of corporation, is not liable for the debts and obligations of the LLC. However, there are exceptions to this general rule. A member may, if the member elects, personally guaranty a debt of the LLC, in which case the member voluntarily assumes liability for the obligations of the LLC that are guaranteed. Members are also liable for harm caused by their own acts or omissions. For example, if a member of an LLC installs a water heater in the LLC’s rental home and somebody is injured or killed when the water heater blows up, the member may be sued and found liable because the member is the person who caused the harm.

Stockholders of a corporation own stock, but members of an Arizona LLC own “membership interests” in the company. A membership interest consists of a percentage ownership of the capital, profits and losses of the company, the rights set forth in an Operating Agreement, the right to vote on matters affecting the company and other rights granted by Arizona statutes. An Arizona LLC is not required to issue certificates to its members to evidence their membership interests in the company. A written Operating Agreement is the document that evidences who owns all membership interests in an Arizona LLC. If the company borrows money from a financial institution or buys or sells land, the financial institution and the title insurance company, respectively, will require a copy of the company’s signed Operating Agreement.

Section 4.6 Management: Member Managed or Manager Managed

Arizona limited liability companies are either: (i) member managed, or (ii) manager managed. If the company is member managed, all members have management responsibility. In a member managed LLC, all members are automatically vested with management powers, which means that all members have the power to cause the LLC to enter into contracts and incur debts and obligations. In a manager managed LLC, only the designated manager(s) have management powers. In a manager managed LLC, the members select one or more managers and a manager does not have to be a member. A manager has powers similar to a general partner of a partnership. Managers can be a person or an entity and reside inside or outside Arizona.

The Articles of Organization of an Arizona LLC must state the type of management adopted by the LLC. If we formed your Arizona LLC or PLLC then it is manager managed. Only the person or persons selected by the members to hold the title of manager will be responsible for managing the new LLC. The Articles of Organization filed with the Arizona Corporation Commission must state if the company is member managed or manager managed.  The Operating Agreement also must specify the manager(s) of the company.

Section 4.7 Fiduciary Duties of Members of Member Managed LLCs & PLLCs

If we formed your company it is a manager managed company.  Fiduciary duties of members of member managed Arizona LLCs and PLLCs are stated in Arizona Revised Statutes Section 29-3409, which states:

A. A member of a member-managed limited liability company owes to the company and the other members the duties of loyalty and care stated in subsections B and C of this Section.

B. The fiduciary duty of loyalty of a member in a member-managed limited liability company includes the following duties:

1. to account to the company and hold as trustee for the company any property, profit or benefit derived by the member to which the member is not entitled:

(a) in the conduct or winding up of the company’s activities and affairs.

(b) from a use by the member of the company’s property.

(c) from the appropriation of a company opportunity.

2. to refrain from dealing with the company in the conduct or winding up of the company’s activities and affairs as or on behalf of a person having an interest adverse to the company.

3. to refrain from competing with the company in the conduct of the company’s activities and affairs before the dissolution of the company.

4. to disclose to each of the other members that are considering or voting on a decision or transaction regarding the company or one or more of the members’ interests in the company both of the following:

(a) any material conflict of interest on the part of the disclosing member with respect to the decision or transaction.

(b) if a material conflict of interest exists, all material facts relating to the decision or transaction that are within the disclosing member’s knowledge and not known or reasonably available to the affected members.

C. The duty of care of a member of a member-managed limited liability company in the conduct or winding up of the company’s activities and affairs is to refrain from engaging in grossly negligent or reckless conduct or willful or intentional misconduct.

Section 4.8 Fiduciary Duties of Managers of Manager Managed LLCs & PLLCs

If we formed your company it is a manager managed company.  Fiduciary duties of managers of manager managed Arizona LLCs and PLLCs are stated in Arizona Revised Statutes Section 29-3409, which states:

I. A manager of a manager-managed limited liability company owes to the company and the members the duties of loyalty and care stated in subsections j and k of this Section.

J. The fiduciary duty of loyalty of a manager in a manager-managed limited liability company includes the following duties:

1. to account to the company and hold as trustee for the company any property, profit or benefit derived by the manager to which the manager is not entitled:

(a) in the conduct or winding up of the company’s activities and affairs.

(b) from a use by the manager of the company’s property.

(c) from the appropriation of a company opportunity.

2. to refrain from dealing with the company in the conduct or winding up of the company’s activities and affairs as or on behalf of a person having an interest adverse to the company.

3. to refrain from competing with the company in the conduct of the company’s activities and affairs before the dissolution of the company.

4. to disclose to each of the other members and managers who are considering or voting on a decision or transaction regarding the company or one or more of the members’ interests in the company both of the following:

(a) any material conflict of interest on the part of the disclosing manager with respect to the decision or transaction.

(b) if a material conflict of interest exists, all material facts relating to the decision or transaction that are within the disclosing manager’s knowledge and not known or reasonably available to the affected members or managers.

K. The duty of care of a manager of a manager-managed limited liability company in the conduct or winding up of the company’s activities and affairs is to refrain from engaging in grossly negligent or reckless conduct or willful or intentional misconduct.

L. A manager shall discharge the duties and obligations under this Chapter or under the operating agreement and exercise any right consistently with the contractual obligation of good faith and fair dealing.

M. A manager does not violate a duty or obligation under this Chapter or under the operating agreement solely because the manager’s conduct furthers the manager’s own interest. . . .

Q. In a manager-managed limited liability company, a member does not have any fiduciary duty to the company or to any other member solely by reason of being a member.

Section 4.9 Liability for Filing a False Document with the Arizona Corporation Commission

Arizona Revised Statutes Section 29-3205 states:

C. An individual who signs a record authorized or required to be filed [with the Arizona Corporation Commission] affirms under penalty of perjury that, to that individual’s knowledge, the information stated in the record is accurate.

D. A person that signs a record, or causes another to sign it on the person’s behalf, knowing that the record contains inaccurate information at the time it is signed, is liable to the limited liability company and to each member of the company for damages resulting from the inaccurate information.

E. The prevailing party in an action to recover damages under this Section is entitled to an award for its costs and reasonable attorney fees.

Section 4.10 Annual Meetings of Members and Managers

Arizona law does not require that a limited liability company hold annual meetings of members or managers, file annual reports with the Arizona Corporation Commission, Arizona Secretary of State or other state agency or that the limited liability company pay any annual fees. Although meetings are not required, I encourage the manager(s) and member(s) to do the following:

a. Hold optional meetings at least once a year and more often if necessary to discuss and vote on important company decisions. All meetings of members should be documented by written minutes signed by the members. All meetings of managers should be documented by written minutes signed by the managers.

b. In lieu of actually holding meetings to vote on important matters, the members or managers may sign a resolution adopting action without holding a meeting.

A good Operating Agreement such as the one we prepare will contain rules applicable to calling meetings and voting on proposed action. Take care to follow the procedures for meetings and approving action stated in the Operating Agreement. Copies of minutes and resolutions of the members should be distributed to all members. Copies of minutes and resolutions of the managers should be distributed to all managers and members. All minutes and resolutions should be kept in a safe place because they are important company documents that evidence approved actions.

We recommend that you purchase our editable Word version of various resolutions and meeting minutes from our forms website called Keyt Forms.  If your LLC is member managed you should purchase the Meeting Minutes & Action by Consent of Members Bundle of meeting documents.  Manager managed LLCs need the Meeting Minutes & Action by Consent of Members & Managers Bundle of meeting documents.

Section 4.11 When the LLC Must Amend Its Articles of Organization

Arizona law (A.R.S. § 29-3202) requires that an Arizona LLC amend its Articles of Organization within thirty days after the happening of any of the following events:

1. a member-managed limited liability company has a change in members.

2. a manager-managed limited liability company has a change in managers or a change in members owning twenty percent or greater interest in the capital or profits of the company.

3. the limited liability company changes its statutory agent.

4. the limited liability company changes its principal address.

5. the address of one or more of the limited liability company’s managers or members changes.

6. the address of the statutory agent changes.

If any of the situations described above occurs, the company is required by Arizona law to file an amendment to the Articles of Organization with the ACC.

Publishing the Amendment in a Newspaper

Within 60 days after the ACC approves the articles of amendment, an Arizona LLC must publish the amendment in a newspaper of general circulation in the county of the known place of business of the company for three consecutive publications unless the company’s statutory agent’s address is in Maricopa or Pima county.  Note:  Publication is not required, however, if amendments to the Articles are solely in relation to changes in managers or members of the company.

To learn more about amending the Articles of Organization of an Arizona LLC read “When an LLC Must Amend its Articles of Organization” and “How to Change the Name of an Arizona LLC.”  To hire us to prepare and file an amendment to your company’s Articles of Organization complete and submit the following online questionnaire:

Note: If the address of a member or manager listed in the Articles of Organization changes, the company must notify the ACC of the change by sending the ACC a written change of address form signed by a manager and pay a $5 fee. To change a member or manager’s address, complete and submit to the ACC its change of address form.

Section 4.12 What is an Authorized Filer & When Does Your LLC or PLLC Need One?

On June 29, 2021, the Arizona Corporation Commission added some new features to its online system. These new features are called “owners” and “authorized filers.”

Owner.  The owner of an account for a company created on the ACC’s online website is the person whose user name and password was used to login to the ACC’s website and who then formed the company online.  Only companies created online after May 21, 2018, have owners.  Companies created by filing paper forms do not have owners.  ACC staff can add an owner to a company if the company does not have an owner.

Authorized Filer.  The owner of the account for an LLC, PLLC or corporation can add one or more people as “authorized filers” for a company.  Authorized filers can login to the ACC’s website then use the ACC’s online services to make changes to the company for which the person is an authorized filer.

For all companies created online after May 21, 2018, only the owner of the company’s ACC account and the company’s authorized filers can file changes to the company using the ACC’s website.  Companies created by filing paper documents do not have an owner.

If you want to be an authorized filer for a company that KEYTLaw created for you then do the following:

1. Go to the ACC’s website at https://ecorp.azcc.gov/

2. Create an ecorp account by clicking on the green Register icon then entering your first name, last name and email address.

Send an email to Richard Keyt at rk@keytlaw.com in which you give him your company’s name, your first name, your last name and the email address you used to register with the Arizona Corporation Commission.  Rick will then add you as an Authorized Filer for your company so you can make changes to the company’s Articles of Organization on the ACC’s website.

Section 4.13 Why It Is Important to Document Changes of Members and Their Percentage Interests in the Company

Many companies do not remain static over time. Members may come and go or their percentage interests in the company may change. New managers may be appointed and old managers may resign. These types of changes should be memorialized in written documents to prevent problems in the future.

If the company adds a new member, a member ceases to be a member, members change their percentage ownership of the company or if there are any changes with respect to the rights or obligations of a member, the change should be evidenced by having the parties sign appropriate documents. It is important that changes with respect to members and their percentage interests be documented in writing to avoid disputes and complications in the future.

I formed an Arizona limited liability company in 1994 and prepared a comprehensive Operating Agreement for the members to sign, but they never signed it. Nine years later the members could not agree on much of anything, including who the members were and what their percentage interests were. Over time, members had terminated their membership interests and some members transferred portions of their interests to other members. Nobody ever prepared any documents to evidence the termination of a member, the transfer of a membership interest to another person or the admittance of a new person as a member of the company. Because the members never signed an Operating Agreement that governed bringing in new members and transfers of membership interests, they lost control of the company. It was a nightmare. The result was two years of very expensive litigation.

You should minimize the chance of disputes when members change or their interests in the company change by making sure that the changes are approved by the members, if required by a signed Operating Agreement, and documenting all changes in writing.

To learn more about how to document the addition or removal of a member read my article called “What to Do When Your LLC Adds or Deletes a Member or if a Member’s Interest in the Company Changes.”

Hire KEYTLaw to Document a Member Change

We make it easy to document the addition or removal of a member or a change in the membership interest in an Arizona LLC.  The first step is to complete and submit our online change of member questionnaire located here:

Section 4.14 Arizona Statutory Requirements to Become a Member of an Arizona LLC

You probably would not be surprised to learn that members of an Arizona limited liability company are not created by spontaneous combustion nor do members magically appear out of thin air. Arizona law is very explicit as to how a person or entity becomes a member of an Arizona LLC.

Arizona Revised Statutes Section 29-3401 states:

A. At the time of formation, a limited liability company must have at least one member. If a company is to have only one member on formation, the person becomes a member by agreeing to be a member and by being identified as the member in the Articles of Organization.  The member and the organizer may be, but are not required to be, different persons. If the member and organizer are different persons, the organizer acts on behalf of the initial member.

B. If a limited liability company is to have more than one member on formation, those persons become members as agreed by the persons before the formation of the company. the organizer acts on behalf of the persons in forming the company and may be, but is not required to be, one of the persons.

C. After formation of a limited liability company, a person becomes a member by any of the following:

1. as provided in the operating agreement.

2. as the result of a transaction effective under Article 10 of this Chapter.

3. by agreeing to become a member, with the affirmative vote or consent of all the members.

4. as provided in Section 29-3701.A.3.

If your Arizona limited liability company has a member that was not named in the initial Articles of Organization filed with the Arizona Corporation Commission or if it has a member who became a member after the company was formed, did the LLC comply with ARS Section 29-3401(c)? If not, that member has a problem and is technically not a member of the LLC and will not legally become a member until the require of ARS Section 29-3401(c) is satisfied.

Note:  The different procedures for admitting a member depending on whether the member becomes a member AS OF THE DATE OF FORMATION OF THE LLC or later. The method is different depending on the point in time when a person or entity is to become a member.

A POTENTIAL PROBLEM FOR MANAGER MANAGED LLCS

Arizona law says that a manager managed LLC must name in the initial Articles of Organization members who own 20% or more of the capital or profits of the LLC. If your manager managed Arizona LLC’s Articles of Organization does not list all of the initial members in the initial Articles of Organization filed with the Arizona Corporation Commission, did the LLC comply with ARS Section 29-3401 with respect to the less than 20% members? If not, it should do so immediately.

A POTENTIAL PROBLEM FOR NEW MEMBERS

If your LLC added a member after the initial Articles of Organization were filed with the Arizona Corporation Commission, did your LLC comply with ARS Section 29-3401(c) with respect to the member(s) added later? If not, it should do so immediately.

Section 4.15 How to Add or Delete a Member or Change the Percentage Interests of Members

If a member ceases to be a member of the company, that member should sign a document in which the member assigns the member’s interest in the company to the company, to another member(s) or to a third party. If the terminating member does not sign a written document transferring the member’s interest, the terminating member might claim in the future when the company is worth more money that the member never ceased to be a member. The lack of a written assignment document also increases the risk of a dispute over who received the interest of the departing member, the effective date of the transfer and if any money was to be paid for the membership interest.

Normally, whenever there is a change with respect to any member of an Arizona LLC, the change should be evidenced by the following documents:

a. Membership Interest Purchase Agreement: A buyer and seller (in a transaction that involves a purchase and sale) or an assignor and assignee (in a transaction that does not involve a sale) should sign a Membership Interest Purchase Agreement that states the percentage interest being sold or transferred, how much money, if any, will be paid for the interest, the effective date, and any other terms and conditions applicable to the purchase. This document creates a legally binding contract between the parties to sell or transfer the membership interest. It is especially important when the transfer involves a substantial amount of money.

b. Assignment of Membership Interest Agreement: A buyer and seller (in a transaction that involves a purchase and sale) or an assignor and assignee (in a transaction that does not involve a sale) should sign an Assignment of Membership Interest Agreement that states the seller/assignor is assigning the interest to the buyer/assignee as of the effective date of the transfer. This document is equivalent to a Deed or Bill of Sale. It is the document that actually evidences the change of ownership from the seller/assignor to the buyer/assignee. You would not buy a home without getting a Deed and you should not acquire or transfer an interest in an Arizona LLC without an Assignment of Membership Interest Agreement.

c. Resolution of Members: All the members should sign a Resolution that evidences their approval to the change in membership interest and addition of a new member, if applicable. If all the members will not approve a transfer of a membership interest, and the LLC has an Operating Agreement that allows less than all of the members to approve a transfer, the members should have a formally noticed and called meeting to vote on the proposed transfer.

d. Amendment to the Operating Agreement: Because the Operating Agreement is the primary document that evidences the ownership of the company and rights and obligations of the members, all members, including all new members, should sign an Amendment to the Operating Agreement. The Amendment to the Operating Agreement should contain any changes resulting from the sale/assignment such as removing the names of terminated members, adding the names of new members, adding the addresses for notices of any new members, stating the revised percentage ownership of all members, changes in managers, if any, and any other changes resulting from the sale/assignment.

e. Amendment to the Articles of Organization: Arizona law requires that the company file an Amendment to the Articles of Organization with the ACC if: (i) a person who was not named in the Articles of Organization acquires 20% or more of the percentage interests, (ii) a person who was named in the Articles of Organization ceases to own 20% or more of the percentage interests, or (iii) the company adds or deletes a manager.

Section 4.16 How to Hire Richard Keyt to Document the Addition or Removal of a Member

We make it easy to document the addition or removal of a member for an Arizona LLC.  Complete and submit our change of member questionnaire located here:

Section 4.17 How to Change the Name of an Arizona LLC

An Arizona limited liability company may change its legal name at any time by doing the following:

a. Check the Arizona Corporation Commission’s LLC name database to make sure that the desired new name is available.  Click on the text that says “Name – Forms for entity name reservations.”  Next Click on the text that says “Check Entity Name Availability.”  Next type the desired name in the field under the text “Name.”  Under “Entity Type” select LLC.  Click on the “Check Name” icon.  The database will now tell if the name is available or already in use.

b. You may want to check the U.S. Patent and Trademark office database and search to see if your proposed new name might infringe on a registered federal trademark or service mark. Caution: Don’t use a famous trademark like Coke or Playboy in your name. Check the U.S. Patent and Trademark office trademark database.

c. If you have a multi-member LLC (other than husband and wife s the only members) the members should hold a duly called and noticed meeting and vote on the name change or have all of the members sign an Action by Unanimous Consent by which the members approve the name change.

d. Prepare and file an Articles of Amendment to the Articles of Organization with the Arizona Corporation Commission to change the name.

e. After the Arizona Corporation Commission approves the amendment to the Articles of Organization, publish the name change in an ACC approved newspaper in the county of the company’s place of business in Arizona.

For more on this topic read my article called “How to Change the Name of an Arizona LLC.”

Hire KEYTLaw to Change the Name of Your Arizona LLC

We make it very easy to change the name of an AZ LLC.  Just submit our online questionnaire at the below link:

Section 4.18 The Company’s Known Place of Business

The Articles of Organization states the company’s known place of business in Arizona. The company must maintain a known place of business in the State of Arizona at all times. The company may change its known place of business in Arizona at any time, but if it does, a manager should immediately notify the ACC of the new known place of business by downloading a change of address form found on the internet at:

If an Arizona LLC changes its known place of business in Arizona a member of a manager managed LLC or a manager of a manager managed LLC must notify the ACC of the change by sending the ACC a written change of address form signed by a member or manager and pay a $5 fee. To change an Arizona LLC’s known place of business address, complete and submit to the ACC its company change of address form.

It is important that the company keep the ACC informed of its current known place of business at all times. The ACC uses the known place of business of the company as the address where the ACC will send legal documents and any notices to the company such as notices that the company has been served with a lawsuit.

IF THE COMPANY CEASES TO HAVE A KNOWN PLACE OF BUSINESS ON FILE WITH THE ACC OR IF THE COMPANY’S KNOWN PLACE OF BUSINESS ADDRESS IS NOT CORRECT, THE ARIZONA CORPORATION COMMISSION COULD TERMINATE THE COMPANY’S EXISTENCE. It is the responsibility of the company and its members and managers to insure that the company always has a correct known place of business on file with the ACC.

Section 4.19 What You Must Understand if Your Company Uses KEYTLaw’s Address as Its Known Place of Business in Arizona

This Section applies only to companies that have paid to use KEYTLaw’s address as their known place of business in Arizona. If you company is using the KEYTLaw address as the company’s known place of business solely to: (i) satisfy the Arizona law that requires an Arizona limited liability company to have a known place of business in Arizona, and/or (ii) avoid public disclosures of the company’s address or the address of member or manager. The primary purpose of Arizona’s law requiring the company to disclose its place of business is to give the Arizona Corporation Commission an address to which the it can send correspondence to the company. The company and its members and managers are not to use our office address for routine correspondence.

Do not tell the IRS, Arizona Department of Revenue, your customers, clients, or others to send correspondence to the KEYTLaw address. Tell them to send correspondence directly to the address where you want to receive your mail.

If we receive what we think might be important correspondence addressed to the company (such as a letter from the IRS, Arizona Department of Revenue or service of process in connection with a lawsuit), we may mail it to you via certified mail, return receipt requested (and bill the cost to the company) so we can prove that you receive the correspondence.

If we receive correspondence addressed to the company we will charge you a $35 handling fee to compensate us for time spent by our staff to prepare a letter and mail the correspondence to the company.  We will not send the correspondence to our contact at the company until the company pays our $35 handling fee.  This may seem harsh, but we should not ever receive normal correspondence because our address service is not a mail forwarding service.

If we send you an invoice for handling and/or postage to mail correspondence to you that was mailed to us and you do not pay within thirty days of the invoice date, we will not send any further correspondence to you until you bring your account current.

Our fee to provide the known place of business service is $100 per year payable in advance. We may increase our annual known place of business fee from time to time. If the Company does not want to pay the Firm’s annual known place of business service fee or continue to use the Firm’s address as the company’s known place of business, the company may change its known place of business at any time by following the instructions set forth in the preceding section, but the company will not be entitled to any unused portion of the annual known place of business fee.

The Firm will bill the company for the known place of business service fee the month before the fee is due. The Firm may notify the Arizona Corporation Commission that the company no longer maintains the Firm’s address as the company’s known place of business and send a copy of the notice to the company at its last known address in our records if any of the following occurs: (i) the company does not notify the Firm of the company’s current mailing address, (ii) you or the company do not pay the annual known place of business service fee within thirty days of billing, or (iii) the Firm sends correspondence to the company at the address reflected in the Firm’s records and the correspondence is returned for any reason. If the Firm notifies the Arizona Corporation Commission that the company ceased to have its known place of business at the Firm’s address for any of the reasons in the preceding sentence, the Firm may retain any remaining amount of the annual known place of business service fee.

Waiver of Liability. The company releases Richard Keyt and the Firm from all harm the company may suffer arising from the Firm notifying the Arizona Corporation Commission for any reason that the company ceased using the Firm’s address as the company’s known place of business. If the Firm terminates the company’s use of the Firm’s address as the company’s known place of business, the company must immediately notify the Arizona Corporation Commission of the company’s known place of business in Arizona or the Arizona Corporation Commission may terminate the company’s existence, which means the company would cease to exist.

So long as the company uses the Firm’s address as the company’s known place of business, the company and/or it members and manager(s) agree to notify Richard Keyt in writing: (i) any time the company changes its address, and (ii) of the company’s current mailing address at all times. The company, its members and managers agree to send all changes of address to Richard Keyt via certified mail, return receipt requested addressed as follows:

Richard Keyt
KEYTLaw, LLC
7373 E. Doubletree Ranch Road, Suite 135
Scottsdale, AZ 85258

The Firm may notify the company in writing if the Firm changes its address in which case the Firm’s address for notices stated in the preceding sentence will change to the new address. Neither Richard Keyt nor KEYTLaw, LLC, will be responsible for any adverse consequences suffered or incurred by the company, its members or managers arising from KEYTLaw, LLC, notifying the Arizona Corporation Commission that the company ceased using the Firm’s address as the company’s known place of business or from the company failing to notify Richard Keyt of the company’s changes of address and/or current mailing address.

If the Firm receives any correspondence, service of process and/or any documents at its address addressed to the company or any of its members or managers, the company and its members and managers agree that the Firm’s only duty as statutory agent is to mail the correspondence, service of process and other documents (collectively “Company Documents”) to the company at the company’s address reflected in the Firm’s records. The members, managers and the company agree that the Firm is not obligated to notify any particular member or manager that the Firm has received any Company Documents or to send originals or copies of any Company Documents to any particular member or manager. Once the Firm mails the Company Documents to the company at its last known address in the Firm’s records, the Firm will not have any further responsibility to insure that the company receives the Company Documents. If the Firm mails Company Documents to the company at its address reflected in the Firm’s records and the envelope, letter or package is returned to the Firm for any reason, the Firm will is not obligated to research the correct address or make any further attempt to find the company’s correct mailing address.