{"data":{"id":"us-az/a.r.s.-29-3107","jurisdiction":"us-az","citation":"A.R.S. § 29-3107","heading":"Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company","body":"A. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.\n\nB. The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject to section 29-3409, subsections D and L, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:\n\n1. Is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member.\n\n2. Is not effective to the extent the amendment imposes a new debt, obligation or other liability on the transferee or person dissociated as a member.\n\nC. If a record delivered by a limited liability company to the commission for filing becomes effective and contains a provision that would be ineffective under section 29-3105, subsection C if contained in the operating agreement, the provision is ineffective in the record.\n\nD. Subject to subsection C of this section, if a record delivered by a limited liability company to the commission for filing becomes effective and conflicts with a provision of the operating agreement:\n\n1. The agreement prevails as to members, persons dissociated as members, transferees and managers.\n\n2. The record prevails as to other persons to the extent they reasonably rely on the record.","path":["Title 29 Partnership"],"source_url":"https://www.azleg.gov/ars/29/03107.htm","current_through":"2026-09-04","vintage":"2026-08-09","retrieved_at":"2026-09-04T00:49:56Z","sha256":"d5f565e4205dbb7344e74768ca74ae66d23ae06446c426e7b5b21983cac26716","source_id":"us-az","stale":true,"prev":"us-az/a.r.s.-29-3106","next":"us-az/a.r.s.-29-3108"},"notice":"GroundRules: Original legal text. Not legal advice."}