To change your Arizona corporation’s or LLC’s formation documents, file Articles of Amendment with the Arizona Corporation Commission. The filing fee is $25 for either entity type, expedited service adds $35, and some amendments must be published in a newspaper after the ACC approves them. Before you file, you also need the right internal approvals — a board recommendation and shareholder vote for corporations, and whatever the operating agreement requires for LLCs.
What You Can Change With an Amendment
Arizona corporations can add, change, or remove any provision the law permits in the articles of incorporation, at any time. LLCs can amend their articles of organization on similar terms, with the operating agreement setting most of the ground rules.
The changes people file for most often:
- A new business name. A corporate name must include a designator such as Corporation, Incorporated, Company, Limited, or an abbreviation of one, and it cannot include LLC or limited liability company. It must be distinguishable from every entity and trade name already on file with the ACC and the Secretary of State.1Arizona Legislature. Arizona Code 10-401 – Corporate Name2Arizona Corporation Commission. Determining Distinguishability of Entity Names
- The number of authorized shares, or the rights and preferences attached to different classes of stock. Any change has to line up with existing shareholder agreements and the bylaws.
- The business purpose. Arizona does not require a purpose statement, but if you included one and your operations have shifted, you can update it.
- Management structure for an LLC. Switching between member-managed and manager-managed requires an amendment.
One boundary worth stating outright: you do not file Articles of Amendment just to change your statutory agent or principal address. Arizona has a separate Statement of Change form for that, filed with a Statutory Agent Acceptance (Form M002).3Arizona Corporation Commission. LLC Statement of Change of Principal Address or Statutory Agent4Arizona Corporation Commission. Instructions M002i Statutory Agent Acceptance Every corporation and LLC still has to keep a statutory agent with a physical Arizona address on file; letting that lapse can lead to administrative dissolution.
Get the Internal Approvals First
Corporations
The board of directors starts by recommending the amendment to shareholders. It can skip the recommendation only when a conflict of interest or another special circumstance exists, and even then it has to tell shareholders why. Shareholders entitled to vote must get notice of the meeting, and the notice must include a copy or summary of the proposed amendment.5Arizona Legislature. Arizona Code 10-1003 – Amendment by Board of Directors and Shareholders
The default approval threshold is a majority of the votes entitled to be cast by any voting group that would gain dissenters’ rights, plus the votes required under Arizona Code 10-725 and 10-726 for every other voting group entitled to vote. Your articles or the board can set a higher threshold, but not a lower one. When an amendment affects a particular class of shares, that class votes separately.
LLCs
The operating agreement controls. Where it is silent, Arizona’s default rules apply, and one of those defaults surprises people: switching between member-managed and manager-managed requires unanimous member consent, not a majority.6Arizona Legislature. Arizona Code 29-3407 – Management of Limited Liability Company
Before you finalize the vote, check loan covenants and investor agreements. Financing documents sometimes restrict name changes, share-structure moves, or governance shifts, and filing without lender consent can trigger a default.
What the Filing Must Contain
For corporations, Arizona law spells out the required contents. The Articles of Amendment must list the corporation’s current legal name, the full text of each amendment adopted, the date each amendment was adopted, and specific voting details. If shareholders approved it, you have to report the number of outstanding shares, the votes entitled to be cast by each voting group, and either the totals for and against or a statement that the votes in favor were sufficient.7Arizona Legislature. Arizona Code 10-1006 – Articles of Amendment If the board or incorporators adopted it without shareholder action, the filing must say so and explain why shareholder approval was not required.
If you are changing the name, search the ACC’s online database first to confirm the new name is available. The distinguishability rules strip entity designators like Inc. or LLC when comparing names, so two names that differ only in their designator are not distinguishable from each other.2Arizona Corporation Commission. Determining Distinguishability of Entity Names
How to Submit and What It Costs
You can file online through the ACC’s eCorp system, by mail, or in person at the ACC’s Phoenix office. An authorized representative must sign: an officer or director for a corporation, a manager or authorized member for an LLC. If you are mailing it, include a cover sheet with your contact information and note whether you want expedited processing.
Fees are the same for both entity types:
- Standard filing: $25.8Arizona Corporation Commission. Fee Schedule – Corporations9Arizona Corporation Commission. Fee Schedule – LLCs
- Expedited filing: $60 total ($25 filing fee plus a $35 expedite surcharge).
Pay by check or money order for mailed filings, or by credit card online. Check the current fee schedule before you send anything; fees can change.
The ACC reviews for compliance. If something is missing or wrong, you get a notice and the clock pauses until you fix it. Having shareholder resolutions, member consents, and other supporting records organized before you file avoids that back-and-forth.
How Long It Takes
The ACC’s general guidance estimates 14 to 16 business days for standard processing and 3 to 5 business days for expedited.10Arizona Corporation Commission. Business Services FAQs Actual times fluctuate with the ACC’s workload. The published processing tracker for the Corporations Division shows the current numbers.11Arizona Corporation Commission. Corporations Division Document Processing Times
Mark expedited filings clearly and include the extra $35. Online submissions are not automatically expedited, but they tend to move faster through the ACC’s electronic workflow. You can track any filing’s status in eCorp.
The Publication Step
This is the requirement that catches people. Do not publish before the ACC approves your filing. Once approved, the ACC’s letter tells you whether publication is required and how to handle it.
For corporations, the statute gives two paths: publish the Articles of Amendment within 60 days of ACC approval, or rely on the ACC entering the information into its database under Arizona Code 10-130.7Arizona Legislature. Arizona Code 10-1006 – Articles of Amendment The approval letter will say which applies.
For LLCs, publication is required when the amendment changes something substantive, like the management structure. It is not required if the amendment only changes a member’s or manager’s name or address, the LLC’s principal address, or the statutory agent’s name or address.12Arizona Corporation Commission. Instructions L015i – Articles of Amendment Newspaper publication fees vary and are separate from the ACC filing fee.
What Happens After Approval
Once the ACC approves the amendment, the changes take legal effect on the filing date unless you specified a later effective date. The old information is superseded from that point.
A name change generates the most follow-up work. Bank accounts, contracts, insurance policies, and any state or local licenses tied to the old name have to be updated. Arizona regulatory agencies and licensing boards typically require updated documentation.
A name change also creates federal cleanup. The IRS needs to know so your new name matches your EIN: check the name-change box on your next return (Line E, Box 3 on Form 1120 for C corporations; Line H, Box 2 on Form 1120-S; Line G, Box 3 on Form 1065 for partnerships). If you already filed for the current year, write to the IRS at the address where the return was filed with a notice signed by a corporate officer or partner.13Internal Revenue Service. Business Name Change Some structural changes require a new EIN entirely; IRS Publication 1635 covers those cases. Federal trademark owners should update the owner name through the USPTO’s Assignment Center,14United States Patent and Trademark Office. Trademark Assignments – Transferring Ownership or Changing Your Name and federal contractors need to update their legal business name in SAM.gov.
If the amendment changed your statutory agent, the new agent is responsible for accepting legal documents on behalf of the entity immediately upon approval.4Arizona Corporation Commission. Instructions M002i Statutory Agent Acceptance Updating your website, marketing materials, and public-facing records promptly keeps customers and vendors from getting confused by the transition.