1300 W. Washington Street

Phoenix, AZ 85007-2996

 

 

Main: (602) 542-4242

Email: SecuritiesDiv@azcc.gov

Frequently Asked Questions (FAQs) about Securities

The information provided on this website is not comprehensive, is not offered as legal advice, and is not a substitute for competent legal counsel.  The Securities Division provides this information to give you an overview of the topics discussed. You should not rely on the accuracy of this information, but should carefully review all applicable statutes and regulations with the assistance of legal counsel.


Membership Interests in Limited Liabiilty Companies (LLCs)

What Every Investor Should Know

A limited liability company (LLC) is structured similarly to a limited partnership, but participants are called members rather than partners.  In a manager-controlled LLC, the managing member--just as a general partner--controls all the affairs and finances of the company.  All the other contributing members simply provide the capitalization for the business with the expectation that they will receive a profit on their investment.

Not only are the ownership interests of a manager-operated LLC considered securities*, but also the business of the LLC can be investing in securities.  For example, hedge funds are sometimes limited liability companies.  The company raises money by selling membership interests and then uses the money raised to invest in securities.  In Arizona, the manager of an LLC that invests in securities may be an investment adviser and may need to be licensed under the Investment Management Act.

*See Nutek Information Systems, Inc. v. Arizona Corporation Commission, 194 Ariz. 104, 977 P.2d 826 (Ct. App. 1998), review denied, cert denied 528 U.S. 932.

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Arizona Corporation Commission

1200 W. Washington Street

Phoenix, AZ 85007

 

Corporations Division

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Phoenix, AZ 85007

 

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