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December 2025

Arizona LLC Filing Changes for 2026 - Gottlieb Law - Arizona Law Firm for LLCs
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Arizona LLC Filing Changes for 2026: What Owners Need to Know
Arizona LLC Filing Changes for 2026: What Owners Need to Know 922 615 Gottlieb Law

Gottlieb Law, PLC provides this article for information purposes only and nothing herein creates an attorney-client relationship. You should not take any actions in reliance on any of the information contained herein without consulting with qualified legal counsel first and reading this article is not a proper substitute for seeking legal advice of your specific situation.  Laws change over time and you should seek counsel to discuss any specific legal questions.


Arizona remains one of the most LLC-friendly states for real estate investors, business owners, and landlords. However, the regulatory and compliance environment for Arizona LLCs is evolving.

As owners plan for 2026 and beyond, two developments warrant particular attention:

These developments do not represent a wholesale rewrite of Arizona LLC law. Instead, they affect how LLC owners approach filing authority, record accuracy, entity monitoring, and long-term compliance planning.

Gottlieb Law’s Arizona real estate attorneys assist clients with LLC formation, governance, transactional readiness, and ongoing compliance, helping property owners structure and maintain entities that are legally sound and operationally reliable in a changing regulatory environment.

What Changed Recently — and What Did Not

The Arizona Corporation Commission (ACC) adopted a series of anti-fraud safeguards beginning in 2025 in response to an increase in unauthorized and fraudulent business filings. These measures are intended to improve identity verification and record reliability within the ACC’s business filings system. They do not change the underlying statutory authority of LLC members or managers under Arizona law.

What Changed

Enhanced identity verification for certain filings
The ACC now requires identity verification for certain in-person filings, including presentation of valid identification, as part of its broader effort to deter fraudulent submissions. Additional verification measures are expected to accompany the rollout of the ACC’s updated online filing system: verify with legal counsel to confirm timing of the changes.

Optional Signing Authority Form
The ACC permits LLCs to file a Signing Authority Form identifying non-member or non-manager individuals—such as attorneys, accountants, or administrative staff—who are authorized to submit filings on the LLC’s behalf.

  • This form is optional. 
  • It does not replace or limit the statutory authority of members or managers under Title 29. 
  • Its purpose is to assist the ACC in evaluating whether a filing was submitted by an authorized representative.

Attestation of Existence for dormant entities
LLCs that have had no filings for a defined period may be asked to submit an Attestation of Existence confirming that the entity remains active and that its records are accurate. Failure to respond can result in a “pending inactive” status and, ultimately, administrative dissolution if not cured.  It is recommended to confirm any time periods with counsel.

Acceptance of user-prepared corporate disclosure filings
Arizona now allows corporations to submit user-prepared Annual Reports or Certificates of Disclosure that meet statutory content requirements, subject to ACC guidance. (This change primarily affects corporations rather than LLCs, but reflects the ACC’s broader modernization efforts.)

Together, these safeguards are intended to reduce unauthorized amendments—such as improper changes to managers or statutory agents—that can disrupt real estate transactions, title records, or lender approvals.

What Did Not Change

Despite these safeguards, Arizona’s LLC law itself remains largely unchanged.

  • The authority of members and managers continues to be governed by Title 29 of the Arizona Revised Statutes and any applicable operating agreements. 
  • The ACC remains a ministerial filing office and does not adjudicate ownership disputes or internal authorization issues. 
  • Operating agreements remain the primary mechanism for allocating authority, approvals, and internal controls.

Key statutory provisions include:

  • A.R.S. § 29-3112 — LLC naming requirements 
  • A.R.S. § 29-3201 — Articles of Organization content and filing rules

These statutes continue to provide the legal foundation for Arizona LLC formation and governance.

Federal BOI Reporting Update

At the federal level, the Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act have been subject to regulatory changes and ongoing legal challenges.

In 2024–2025, FinCEN issued guidance and interim rules affecting the scope and enforcement of BOI reporting requirements, including exemptions for certain domestic U.S. entities. These rules remain subject to ongoing litigation and further regulatory revision, and reporting obligations may change again.

Because BOI requirements may change again, LLC owners should monitor FinCEN guidance and consult legal counsel before relying on current exemptions.

To stay informed, visit FinCEN’s BOI reporting page.

Choosing the Right LLC Structure for Arizona Real Estate

For investors, entity structure directly affects both liability protection and asset management. Many property owners prefer to form one LLC per property to create clear liability separation, while others group properties into a single entity for administrative simplicity.

Arizona law does not provide for series LLC formation, and Arizona does not automatically recognize series-level liability protections for transactions conducted in Arizona. Investors using series structures formed in other states should not assume those protections will apply here. In many cases, separate Arizona entities remain the safer approach. Gottlieb Law regularly helps clients evaluate their property portfolios and establish the most effective structure under Arizona law.

Naming and Formation Basics

Every Arizona LLC must have a name that is distinguishable from other registered entities and include “Limited Liability Company,” “L.L.C.,” or “LLC.” Restricted terms such as “bank” or “trust” may require prior approval from applicable regulatory agencies. See A.R.S. § 29-3112 for the full naming standards.

The Articles of Organization must include the LLC name, statutory agent, principal address, and management structure, as required by A.R.S. § 29-3201.

Arizona LLCs use a principal address designation, as reflected in ACC filing requirements. The ACC’s business-filings guidance clarifies current address and disclosure terminology.

Unless exempt (generally when the statutory agent’s street address is located in Maricopa or Pima County), Arizona LLCs must publish a notice of formation within a specified number of days after ACC approval, in a manner that complies with the publication requirements.  Consulting with counsel to confirm the time-frames and publication requirements is recommended.  Publication instructions are also available through the ACC.

The Statutory Agent and “Who Can Sign”

Your statutory agent is the official contact for state correspondence and legal notices. If statutory-agent information becomes outdated or the agent resigns without replacement, the ACC may classify the LLC as pending inactive and begin the administrative-dissolution process.

Separately, the ACC allows LLCs to file an optional Signing Authority Form, which can identify certain individuals—such as attorneys or administrative staff—who are authorized to submit filings to the ACC on the LLC’s behalf. This tool can help reduce unauthorized submissions but does not alter statutory authority under Arizona law.

The Operating Agreement: The Core of Control

An LLC’s Operating Agreement defines how the company operates internally. In real estate contexts, this document typically addresses:

  • Capital contributions and funding obligations 
  • Management powers and limitations 
  • Member transfer restrictions and buyout provisions 
  • Indemnification and tax allocations 
  • Voting rights and lender-related covenants

Title 29 provides default rules if an Operating Agreement is silent, but default provisions rarely reflect an investor’s intent. Gottlieb Law drafts customized Operating Agreements that align with real estate-specific priorities and financial arrangements.

Real Estate-Specific Compliance and Deal Hygiene

For real estate entities, accurate documentation is critical. Inconsistent or outdated records can delay closings or refinancing. Key practices include:

  • Ensuring the entity name on title matches the Articles of Organization 
  • Keeping manager and statutory-agent information current before recording deeds 
  • Coordinating with lenders regarding due-on-sale or consent issues when transferring properties between LLCs 
  • Listing the LLC as the named insured on applicable insurance policies 
  • Confirming lease signature blocks reflect current management authority

Arizona permits Remote Online Notarization (RON), allowing members and managers to execute documents securely and remotely—an important option for out-of-state investors.  Consulting with counsel to confirm whether RON is accepted for your particular real estate transaction is recommended.

The 2026 and Beyond Compliance Calendar

At formation, Arizona LLCs should complete:

  • Articles of Organization filing 
  • Statutory-agent designation and acceptance 
  • Publication notice, if required

Ongoing responsibilities include but are not limited to:

  • Keeping principal-address and statutory-agent information current with the ACC 
  • Responding promptly to ACC notices to avoid pending-inactive status 
  • Completing an Attestation of Existence when requested by the ACC

Federal compliance should also remain on your radar. BOI and CTA requirements continue to evolve. Domestic U.S. companies are currently exempt under the interim federal rule, while foreign reporting companies remain subject to reporting obligations. FinCEN guidance should be monitored for updates.

Common Pitfalls in Arizona Real Estate LLCs

Many avoidable problems stem from small oversights. Common mistakes include:

  • Skipping required publication or publishing before ACC approval 
  • Allowing statutory-agent information to lapse, leading to missed notices or dissolution risk 
  • Permitting third parties or internal staff to submit ACC filings without clear internal authorization controls (and, where appropriate, an ACC Signing Authority Form on file) 
  • Assuming a foreign series LLC provides the same liability protections in Arizona 

A focused legal review can help prevent these issues and protect your investment portfolio.

Checklist: Forming an Arizona Real Estate LLC the Right Way

  • Confirm name availability under A.R.S. § 29-3112 
  • Prepare Articles of Organization under A.R.S. § 29-3201 
  • Designate and secure written acceptance from a statutory agent 
  • File and obtain ACC approval 
  • Complete publication if required 
  • Draft a tailored Operating Agreement 
  • Establish banking, insurance, and recordkeeping 
  • Track future attestation or address updates 
  • Monitor FinCEN for BOI or CTA changes 

When to Call Legal Counsel

Legal guidance becomes essential when structuring multi-member entities, managing investor capital, handling DST or 1031 transactions, or coordinating with lenders on title and consent matters. An experienced Arizona LLC attorney can ensure filings, agreements, and compliance procedures support your business objectives while reducing future risk.

Schedule Your LLC Review

Is your Arizona real estate LLC current and compliant with the new rules? The attorneys at Gottlieb Law can review your statutory agent, address, signer authority, publication proof, and ACC filings. Our firm can make sure your business is compliant with state and federal laws so you can focus on making 2026 and beyond your best year yet.

Protect your entity before your next property deal. Call us at 602-899-8188 or use our Contact Us page to schedule an initial consultation with our firm.


Gottlieb Law, PLC provides this article for information purposes only and nothing herein creates an attorney-client relationship. You should not take any actions in reliance on any of the information contained herein without consulting with qualified legal counsel first and reading this article is not a proper substitute for seeking legal advice of your specific situation.  Laws change over time and you should seek counsel to discuss any specific legal questions.
SB 1641 - Arizona Construction Defect Reforms - Gottlieb Law
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SB 1641 Didn’t Pass — But It Reveals Where Arizona Construction-Defect Reform Is Heading
SB 1641 Didn’t Pass — But It Reveals Where Arizona Construction-Defect Reform Is Heading 973 973 Gottlieb Law

Gottlieb Law, PLC provides this article for information purposes only and nothing herein creates an attorney-client relationship. You should not take any actions in reliance on any of the information contained herein without consulting with qualified legal counsel first and reading this article is not a proper substitute for seeking legal advice of your specific situation.  Laws change over time and you should seek counsel to discuss any specific legal questions.


SB 1641 Explained — Why It Failed, Why It Matters, and What Arizona May See Next

Arizona’s construction-defect laws remain unchanged for now—but SB 1641 shows where reform efforts are headed.  SB 1641, which is Arizona’s high-profile proposal to overhaul construction-defect deadlines and add a two-thirds owner-approval requirement for condo litigation, did not become law in 2025 and so Arizona construction law remains unchanged as of the date of this blog. But while the bill stalled, the ideas behind it are not going away.

The legislation reflected growing pressure from builders, insurers, and developers to shorten claim windows and restrict defect lawsuits. At the same time, HOAs, consumer advocates, and homeowners fought back, arguing that shorter deadlines would leave buyers unprotected and encourage rushed construction.

Although SB 1641 failed, it reveals a clear direction of future legislative attempts. For anyone building, buying, developing, or managing property in Arizona, understanding why this bill surfaced—and why it may return is essential.

What SB 1641 Would Have Changed (and Why It Created So Much Debate)

Although SB 1641 ultimately did not pass in 2025, the bill proposed some of the most significant construction-defect reforms Arizona has seen in years.  Understanding these proposed changes matters because many are likely to reappear in future sessions.

Here’s what the bill sought to do:

SB 1641 proposed shortening the period to bring construction-related contract claims—from eight years down to four years after “substantial completion.”

1) SB 1641 Proposed Cutting Arizona’s Statute of Repose in Half (It Did Not Pass)

Supporters argued this would:

  • give builders earlier certainty
  • reduce insurance costs
  • encourage faster dispute resolution

Opponents countered that:

  • many defects are not visible for five to eight years
  • reducing the window could leave homeowners without recourse
  • Arizona’s rapid-build environment increases the risk of latent defects

The eight-year repose period in A.R.S. § 12-552 remains intact today as of the date of this blog.

2) Create a Strict Two-Year Latent-Defect Extension (Capped at Six Years)

Under existing law, latent defects found in the eighth year may be brought within one additional year (up to nine years).

SB 1641 would have replaced this with:

  • a discovery extension only if the defect is found in Year 4
  • an absolute six-year maximum from substantial completion

This proposal followed a trend toward shorter tail exposure for builders — something insurers strongly support.

Since the bill failed, the current eight-plus-one framework remains Arizona law.

3) Require a Two-Thirds Owner Vote for Condo and HOA Litigation

One of the most controversial proposals was a requirement that condo associations obtain:

Approval from two-thirds of all unit owners before filing a construction-defect lawsuit.

Builders argued this would:

  • prevent board-initiated lawsuits that not all owners support
  • bring transparency to large litigation decisions

HOAs argued it would:

  • make it nearly impossible to bring legitimate claims
  • allow a minority of investors or absentee owners to block needed repairs
  • shift repair costs onto homeowners instead of builders

This provision also did not become law, but similar proposals have appeared in multiple states.

4) Apply These Rules Broadly Across Public and Private Projects

SB 1641 attempted to apply its timing rules to:

  • residential and commercial projects
  • public works
  • design professionals
  • implied warranty claims

This broad scope shows how far-reaching the reform effort was intended to be. Because the bill failed, no such expansion occurred.

Who Would Have Been Affected — and Why It Still Matters

Even though SB 1641 did not pass, every stakeholder group paid close attention to its proposals:

Homeowners & Condominium Associations

They opposed the bill because:

  • shorter deadlines reduce time to inspect and discover defects
  • condo voting requirements can stall or block valid claims
  • latent defects (water intrusion, foundation movement) often show up late

This fight is not over—future bills may try again.

Builders, Contractors & Design Professionals

They supported the bill because:

  • shorter deadlines reduce long-term exposure
  • litigation costs decrease
  • insurance premiums may drop
  • substantial completion dates become more important

Even without SB 1641, builders may respond by tightening contractual notice provisions and recordkeeping, anticipating new legislation.

Municipalities and Public Entities

The bill would have applied to government defect claims as well, reflecting a trend toward uniformity across project types.

Public entities generally took no formal position, but insurers and public-works contractors supported the change.

Developers, Lenders & Insurers

These groups paid particular attention because shorter exposure windows affect:

  • project risk profiles
  • lending criteria
  • wrap insurance
  • owner-builder warranty practices

Even without new law, the industry may begin behaving as though reforms are coming.

Contracts, Warranties, and Risk Transfer: What SB 1641 Signals for the Future

Even though SB 1641 did not become law, the bill is a clear warning that Arizona may see efforts to shorten construction-defect timelines and tighten procedural requirements in future legislative sessions.

For property owners, contractors, and developers, this is the right time to review contracts and risk-allocation documents to ensure they are ready if similar reforms return.

Here are forward-looking steps parties may want to consider with legal counsel:

• Define “substantial completion” clearly in contracts

Future reforms—like those proposed in SB 1641—tend to make the completion date the anchor for all limitations and notice deadlines. Clear documentation protects everyone involved.

• Revisit notice and warranty provisions

Even under current law, parties can contractually require earlier notice of potential defects. Builders, designers, and owners may all seek greater clarity in future agreements.

• Evaluate contractual limitation-of-action clauses

While statutes of repose cannot be extended, some contractual limitation periods may be shortened (if enforceable). SB 1641’s proposals highlight a trend toward earlier claim deadlines.

• Coordinate insurance and indemnity language

If future reforms shorten exposure periods, insurance requirements and subcontractor indemnity provisions will need to reflect those compressed timelines.

Gottlieb Law assists clients in reviewing and updating construction contracts to ensure they remain protective under both current law and anticipated reforms.

For Property Owners: A Quick Preservation Checklist

Even under existing law, homeowners and associations should take proactive steps after a project reaches substantial completion. These steps become even more important if Arizona revisits reforms similar to SB 1641.

• Confirm the substantial completion date

Collect final inspection reports, occupancy certificates, and contractor correspondence.

• Schedule early inspections

Professional evaluations soon after completion help identify issues before they worsen.

• Provide written notice promptly

Under the current Notice and Opportunity to Repair statutes (A.R.S. § 12-1361 et seq.), timely notice preserves rights.

• Preserve communications and records

Photos, invoices, emails, and bids are critical evidence.

For Condo Boards: Review Voting and Governance Procedures

Even though SB 1641’s two-thirds vote requirement did NOT pass, HOAs should still understand their internal processes in case similar legislation returns.

Gottlieb Law supports homeowners and associations in documenting completion, preserving evidence, and navigating the statutory pre-litigation requirements.

For Contractors and Design Professionals: Keep Records Tight

Regardless of legislation, the construction industry faces increasing pressure to prove:

  • exact completion dates
  • what work was performed
  • how work was inspected
  • which subcontractors were responsible

If Arizona revisits reforms like SB 1641, strong documentation will be essential.

Recommended practices include:

  • maintaining comprehensive close-out files
  • retaining as-builts, test results, punch lists, and change orders
  • documenting substantial completion with signed certifications
  • aligning insurance and bonding requirements with contractual timelines

Gottlieb Law advises contractors and engineers on updating templates and policies to prepare for potential future reforms.

How Litigation Strategy Could Shift if Similar Proposed Limits Return

Should Arizona revive proposals like SB 1641, litigation strategy could shift immediately:

  • plaintiffs may need to act faster to investigate and file claims
  • defendants may raise timing defenses earlier
  • “substantial completion” will become a central factual dispute
  • expert involvement will likely occur earlier in a claim’s life cycle

Even under current law, establishing substantial completion remains a critical element in most construction-defect disputes.

What Gottlieb Law Is Doing for Construction Projects

While SB 1641 did not become law, the policy push behind it is unlikely to disappear. Gottlieb Law helps:

  • owners and associations preserve claims under current statutes
  • contractors and developers strengthen documentation and risk-transfer provisions
  • boards understand governance and voting obligations before litigation
  • parties evaluate exposure for projects completed within the past eight years
  • clients adapt their contracts and procedures in anticipation of possible future reforms

Call Gottlieb Law today at 602-899-8188 or use our Contact Us page here to schedule your initial consultation.

Gottlieb Law, PLC provides this article for information purposes only and nothing herein creates an attorney-client relationship. You should not take any actions in reliance on any of the information contained herein without consulting with qualified legal counsel first and reading this article is not a proper substitute for seeking legal advice of your specific situation.  Laws change over time and you should seek counsel to discuss any specific legal questions.

 

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