The Arizona Revised Statutes have been updated to include the revised sections from the 54th Legislature, 2nd Regular Session. Please note that the next update of this compilation will not take place until after the conclusion of the 55th Legislature, 1st Regular Session, which convenes in January 2021.
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29-3107 - Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company
29-3107. Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company
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.
B. 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:
1. 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.
2. 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.
C. 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.
D. 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:
1. The agreement prevails as to members, persons dissociated as members, transferees and managers.
2. The record prevails as to other persons to the extent they reasonably rely on the record.