Do I file my Arizona operating agreement with the state?

No. The operating agreement is an internal document kept with your business records. It is not filed with the Arizona Corporation Commission and is not part of the public Articles of Organization. Only the Articles of Organization (Form L010) and the Statutory Agent Acceptance are filed with the Commission.

Does a single-member Arizona LLC need an operating agreement?

It is not legally required, but it is recommended even for a single-member LLC. A written agreement documents that the LLC is separate from its owner, sets succession and management rules, and helps preserve the limited-liability shield. The Arizona LLC Act applies to single-member and multi-member LLCs alike.

What happens if an Arizona LLC has no operating agreement?

The default rules in the Arizona Limited Liability Company Act govern by filling the gaps - for example, management defaults to member-managed and certain actions require unanimous member consent. A written agreement lets members override most of these defaults and control how the LLC runs.

Arizona LLC Operating Agreement: Requirements (2026)

Q: Is an operating agreement required for an Arizona LLC?

No. Arizona law does not require an LLC to adopt an operating agreement. The Arizona Limited Liability Company Act (A.R.S. Title 29, Chapter 7) permits one and defines it broadly, but it is optional. It is still strongly recommended because it lets members override the statutory default rules.

Q: Is an Arizona LLC member-managed or manager-managed by default?

By default, an Arizona LLC is member-managed: management is reserved to the members unless the Articles of Organization state that the company is manager-managed (A.R.S. section 29-3407). You select the structure on Form L010 and detail it in the operating agreement.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

Arizona does not require an LLC to have an operating agreement, and you do not file it with the Arizona Corporation Commission. The Arizona Limited Liability Company Act (A.R.S. Title 29, Chapter 7) permits one and defines it broadly under A.R.S. § 29-3105. It is still strongly recommended: it is an internal record that sets ownership, management, voting, and distributions and overrides the Act's default rules where you choose.

Quick Answer

Required?: No - optional under the Arizona LLC Act, but strongly recommended
Governing law: Arizona Limited Liability Company Act, A.R.S. Title 29, Chapter 7 (§§ 29-3101+)
Form allowed: Oral, in a record (written), or implied - written is best practice
Filed with the state?: No - internal document kept with business records
Governs: Ownership %, management, voting, distributions, transfers, dissolution
Default management: Member-managed unless the Articles say manager-managed (§ 29-3407)

Is an Operating Agreement Required in Arizona?

No. Unlike a handful of states that effectively mandate one, Arizona does not require an LLC to adopt an operating agreement. The governing statute is the Arizona Limited Liability Company Act, codified at A.R.S. Title 29, Chapter 7 (sections 29-3101 and following), which replaced Arizona's older LLC law. Under A.R.S. § 29-3105, an operating agreement means the agreement of all the members concerning the company's activities and affairs, the relations among the members, and the rights and duties of a manager - and it "may be oral, implied, in a record, or in any combination thereof." Because the Act permits an operating agreement but does not command one, a single-member or multi-member Arizona LLC can legally exist without a written agreement. For the national overview, see LLC operating agreement and what is an LLC.

"Not required" is not the same as "not important." Without an operating agreement, every gap in your arrangement is filled by the statutory default rules - rules that may not match what the owners actually intend. A written agreement is the practical way to control ownership splits, management authority, and what happens when a member leaves. Almost every advisor recommends that even a solo owner put one in place at formation.

Arizona Does Not File Your Operating Agreement

The operating agreement is an internal document. You do not send it to the Arizona Corporation Commission (ACC), and it is never part of the public record. The only documents filed with the Commission to create and maintain an LLC are the Articles of Organization (Form L010), the accompanying member or manager structure attachment, and the Statutory Agent Acceptance. Keep the signed operating agreement with your business records alongside your Articles, your EIN confirmation, and your bank documents. Banks, lenders, investors, and courts routinely ask to see the operating agreement even though the ACC never does. Note that Arizona LLCs also do not file an annual report - see Arizona annual report for how that differs from corporations.

Why an Arizona LLC Should Have One Anyway

Because Arizona makes the agreement optional, its practical value is easy to overlook. A written operating agreement does several concrete things:

Overrides the default rules. The Arizona LLC Act supplies default answers when the agreement is silent; a written agreement lets you set your own terms instead.
Proves ownership and control. Because the ACC does not collect ownership percentages, the operating agreement is often the primary record of who owns what.
Protects limited liability. Following formalities - including having and honoring an operating agreement - helps show the LLC is separate from its owners.
Prevents disputes. Clear terms on voting, distributions, and buyouts head off the conflicts that most often break up multi-owner businesses.
Satisfies third parties. Banks opening an account and investors doing diligence typically request the agreement.

What to Include in the Agreement

A thorough Arizona operating agreement typically covers the following. Each provision either overrides or supplements a default rule in the Arizona LLC Act:

Members and ownership. Each member's name, capital contribution, and ownership (membership interest) percentage.
Management structure. Whether the LLC is member-managed or manager-managed, and the authority of members or managers to bind the company.
Voting. How votes are allocated and what threshold major decisions require.
Profit and loss allocation and distributions. How profits, losses, and cash distributions are shared among members.
Capital and additional contributions. Whether members can be required to contribute more capital later.
Transfers and buy-sell terms. Restrictions on transferring interests and what happens on a member's death, withdrawal, or buyout.
Dissolution. How the LLC winds up and distributes assets, which ties into dissolving an Arizona LLC.

The agreement can also record the statutory agent and address book-keeping and tax matters consistent with the LLC's Arizona tax filing obligations. There is no state form for the operating agreement - you draft it to fit your business.

Member-Managed vs Manager-Managed

One of the most important choices in the agreement is management structure. In a member-managed LLC, all members share authority to run the business and can bind the company in ordinary transactions. In a manager-managed LLC, the members appoint one or more managers (who may or may not be members) to handle day-to-day operations, while members retain authority over major decisions. Under A.R.S. § 29-3407, management is reserved to the members - the LLC is member-managed by default - unless the Articles of Organization provide that the company is manager-managed. You elect the structure on Form L010 and its member or manager structure attachment, and you spell out the detail in the operating agreement.

Single-Member vs Multi-Member Agreements

Both single-member and multi-member LLCs benefit from a written operating agreement, but their emphasis differs. A multi-member agreement is mainly about the relationships between owners - ownership splits, voting, deadlock, distributions, and buy-sell terms - because those are the points members later dispute. A single-member agreement is shorter but still valuable: it documents that the LLC is a separate entity from its owner, sets who takes over if the owner dies or is incapacitated, and reinforces the limited-liability shield by showing the LLC observes formalities. Courts and banks give more weight to a single-member LLC that has a real operating agreement. The IRS still treats a single-member LLC as a disregarded entity for tax purposes regardless of the agreement.

Statutory Default Rules (Arizona LLC Act)

Where your operating agreement is silent, the Arizona Limited Liability Company Act supplies the answer through its default rules. These defaults may not match what the members actually want, which is why the agreement matters. Common defaults include the following.

Issue	Arizona default (if agreement is silent)
Management	Member-managed unless the Articles say manager-managed (§ 29-3407)
Voting on ordinary matters	Decided by the members; the Act sets who may act
Major actions	Certain actions (e.g., amending the operating agreement) require the consent of all members
Distributions	Shared among members under the Act's default rule
Fiduciary duties	Statutory duties of loyalty and care apply, with limited ability to modify
Dissolution	Triggered by the events listed in § 29-3701 absent other terms

The Act lets members override most of these defaults in the operating agreement, but it also sets limits under A.R.S. § 29-3105 - for example, the agreement generally cannot eliminate the core duty of loyalty or the obligation of good faith and fair dealing. Drafting around the defaults is exactly what a written agreement is for.

How the Agreement Fits with Your Arizona Filings

The operating agreement sits alongside - but separate from - your state filings. To create the LLC you file the Articles of Organization with the ACC, appoint a statutory agent, and (unless your known place of business is in Maricopa or Pima County) complete Arizona's newspaper publication requirement. None of those steps involves the operating agreement. See Arizona LLC cost for the filing fees and how to form an LLC in Arizona for the full sequence. If you operate under a trade name, that is handled through a DBA, and any city or industry permits are covered in business licenses in Arizona.

Putting the Agreement in Place

To adopt an operating agreement, draft it to reflect your ownership and management decisions, have all members review and sign it, and keep the signed original with your company records. Update it when ownership, management, or contributions change, and keep prior versions. Because it controls how profits, control, and exits work, it is worth getting right at formation rather than after a dispute. Complete it alongside the other steps in how to form an LLC, confirm your statutory agent is on file with the ACC, and coordinate any tax elections such as an S-corporation election with your agreement's tax provisions.

Frequently Asked Questions

Is an operating agreement required for an Arizona LLC?

No. The Arizona Limited Liability Company Act permits an operating agreement and defines it broadly under A.R.S. § 29-3105, but it does not require one. It is still strongly recommended so members can override the statutory default rules.

Do I file my operating agreement with the state?

No. It is an internal document kept with your records. Only the Articles of Organization (Form L010) and Statutory Agent Acceptance are filed with the Arizona Corporation Commission.

Does a single-member Arizona LLC need one?

Not legally, but it is recommended even for a single-member LLC to document separateness, set succession, and help preserve limited liability.

What happens if my LLC has no operating agreement?

The default rules in the Arizona LLC Act govern by filling the gaps, which may not match the members' intent. A written agreement lets members override most defaults.

Is an Arizona LLC member-managed or manager-managed by default?

Member-managed by default under A.R.S. § 29-3407, unless the Articles of Organization state the company is manager-managed. You elect this on Form L010.

Sources

Arizona Revised Statutes - A.R.S. § 29-3105, Operating agreement; scope, function and limitations.
Arizona Revised Statutes - A.R.S. § 29-3102, Definitions (operating agreement).
Arizona Revised Statutes - A.R.S. § 29-3106, Operating agreement; effect on the LLC and persons becoming members.
Arizona Revised Statutes - A.R.S. § 29-3407, Management of limited liability company (member- vs manager-managed).
Arizona Revised Statutes - A.R.S. § 29-3201, Formation of LLC; articles of organization.
Arizona Revised Statutes - A.R.S. § 29-3701, Events causing dissolution.
Arizona State Legislature - A.R.S. Title 29 (Arizona Limited Liability Company Act, Chapter 7).
Arizona Corporation Commission - LLC Forms (Articles of Organization, Statutory Agent Acceptance).
Arizona Corporation Commission - Corporations Division (business filings; operating agreement not filed).
IRS - Limited Liability Company (LLC) (federal treatment of membership interests).
IRS - Single Member Limited Liability Companies (separateness and classification).
Cornell Legal Information Institute - 26 CFR § 301.7701-3, Classification of certain business entities.

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. This page is general information, not legal or tax advice. Statutes change; verify current requirements in the Arizona Limited Liability Company Act and confirm your specific needs with a licensed attorney before acting.