Startups and established businesses often hire an attorney to set up their Arizona LLC and also have that same attorney serve as the company’s statutory agent here.
Changing the Arizona statutory agent for an LLC
However, sometimes the business owners may want to go in a different direction (for example, a professional statutory agent company or another attorney) or just handle the statutory agent duties themselves.
The question then becomes: Do you as the managing member or members of the LLC have to let the current statutory agent know about this switch? In other words, do you need the current statutory agent’s actual approval or OK first?
Do I need my Arizona statutory agent’s permission?
I was asked this question recently by a long-time friend who was the managing member of an Arizona LLC and was looking to change the statutory agent.
The statutory agent was a local attorney and had essentially told my friend that her and her partner could not remove him as statutory agent without his approval (the statutory agent was not a member or manager of the LLC btw).
How to change your Arizona statutory agent (whether or not you want to let her know)
Putting aside the ethics and general competence of this attorney for a second, assuming you are either the manager (if your LLC is “manager-managed”) or a member (if your LLC is “member-managed”), you in fact are allowed to file a Statement of Change with the Arizona Corporation Commission terminating the existing statutory agent and re-appointing a new one (yes, you do have to actually appoint a new one!).
The best part? You as manager/member can do this all without the permission of the current statutory agent.
Can I withdraw as an Arizona statutory agent?
This ability works in both directions (fortunately, for those of us who are often appointed as statutory agents); under Arizona Revised Statutes §29-605(C), your current statutory agent can also voluntarily resign by signing and filing a notice of their resignation with the ACC along with the appropriate filing fee. Such resignation later becomes final within 30 days of the ACC’s receipt of it.
Ben Bhandhusavee is the Managing Attorney for BHANDLAW, PLLC, a Phoenix business and technology law firm working with start-up companies, creative intellectual property, Internet and digital media matters, and complex corporate M&A and technology transactions. Ben can be reached at (602) 222-5542 or by e-mail at email@example.com