Enterprise agreements help avoid confusion by specifying each member`s specific responsibilities and rights, including: While some ALLCA rules may not match how you and other members of your LLC wish to operate your business, you can tailor the LLC corporate agreement to address some concerns. As ALLCA enters into force, lawyers and business owners should closely respect the LLC`s enterprise agreement (or lack thereof) and specifically consider how the enterprise agreement treats loyalty obligations, compensation and reimbursement, voting rights, information rights, separation and dissolution. Most of the time, the enterprise agreement governs the company, its members and managers, and ALLCA`s standard rules will not interfere in the enterprise agreement, even if the enterprise agreement violates the provisions of ALLCA9.9 However, if the enterprise agreement is silent, ALLCA will govern, even if it goes against the wishes of THE members or llc executives. Even if your company has an enterprise agreement and this enterprise agreement does not cover some important provisions of the ALLCA, the provisions of this new law will control the missing areas that may not be in line with what you and your colleagues wanted. As ALLCA completely repeals and replaces Arizona`s quarter-century law, the period leading up to September 1, 2020 is an opportunity for you and your llc colleagues and managers to carefully review your LLC enterprise agreement and reduce the possibility of ALLCA provisions that you and your partners do not wish to submit to after September 1. 2020. In principle, if your LLC currently has no corporate agreement, allC will impose certain standard provisions for the operation and management of your LLC, which may be at odds with what you and your LLC co-members want. Although LLC is a commercial entity that can offer many legal protections, structuring your business entity as an LLC will not necessarily isolate you from contract and member disputes that do not disagree on transactions, unless you have taken the necessary steps to structure your business agreement to avoid the risk of litigation. If you have an existing limited liability company in Arizona (LLC) or are considering creating or qualifying an LLC in Arizona, it may be helpful to reconsider the provisions of Senate Act 1353 (`the new Act`) to understand how this new law might affect your businesses. In addition to new mandatory provisions, the new Act contains various default provisions that LCs are subject to when their enterprise agreements do not otherwise prescribe them. In particular, the creation of enterprise agreements will now be mandatory under the new law.

This is not only a requirement for CNCs formed on or after September 1, 2019, but if your Arizona LLC was created before September 1, 2019, you may need to establish or amend an existing enterprise agreement based on these and other provisions of the new law. On the other side of the spectrum, for startups and entrepreneurs wishing to create an LLC in the near future, the deadline until September 1, 2019 should be devoted to critically reviewing your company`s business plan and member relationships and roles, to ensure that your initial business agreement not only fits well with your company`s specific situation. , but also that ALLCA is ready from the start. One of the most significant changes to ALLCA is, for example, the imposition of fiduciary duties on members and officers of Arizona LLC, which creates legal grounds to hire members or businesses that did not exist under the LLC Act 1992. Under ALLCA, these fiduciary duties are created only without an enterprise agreement or where fiduciary duties are not dealt with in an existing enterprise agreement.