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Form an LLC in Arizona.

$49 + State Fee & 1st Year FREE Registered Agent

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Your LLC’s Name

The name you select for your new Arizona LLC must not sufficiently distinguishable from any other business entity registered or reserved with the Arizona Corporation Commission. The LLC name must contain, as the last words of the name, one of the following terms: “Limited Liability Company”; “LLC” or “L.L.C.”; “Limited Company”; “LC” or “L.C.”

The name may not, however, include the words “association,” corporation,” “incorporated,” and any abbreviations thereof.

Differences that aren’t different enough to your LLC’s name distinguishable include: the way LLC status is indicated; the use of symbols instead of words to designate numbers in the name (or vice versa); different articles used as introductory words (such as “the” instead of “a”); and variations in punctuation, spelling, or word order.

An LLC may apply, however, to use a name that is not distinguishable from another business entity’s name if the other entity agrees in writing to the use and submits a formal request to the state to change its own name to make it distinguishable from the startup LLC. The new LLC may also use a name that is not distinguishable from some other entity if a court has established the applicant’s right to use the name applied for.

An available LLC name can be reserved for up to 120 days for $10.

Articles of Organization

Getting authorization for your LLC go be up and running in Arizona requires filing articles of organization by at least one of the organizers with the Arizona Corporation Commission, along with a $50 fee. An organizer may be any individual, partnership, domestic or foreign LLC, corporation, trust, business trust, real estate investment trust, estate, or other association. The articles of organization must include:

  • The LLC’s name
  • The name and in-state address of the LLC’s registered agent
  • The registered agent’s signature
  • The LLC’s principal place of business, if different from the agent’s address
  • The latest date on which the LLC must dissolve if it is not perpetual
  • Whether the LLC will be manager- or member-managed
  • If manager-managed, the names and addresses of all managers, as well as members who own a 20 percent or greater interest
  • If member-managed, the names and addresses of all members

It may also include other provisions that the members choose to set forth (as long as they are not inconsistent with state law), even ones that are also included in the operating agreement.

Your LLC is considered “organized” once the articles of organization are received and approved by the state. A notice that the LLC’s articles of organization have been filed must be published within 60 days of filing in a newspaper of general circulation in the LLC’s county. The notice must appear for three consecutive issues of the publication. An affidavit proving the required publication must then be filed within 90 days after filing of the articles of organization.

Registered Agent and Office

Every Arizona LLC must have a statutory agent in the state who is designated to receive official state administrative and legal correspondence (called a “registered” agent in most other states). The statutory agent may be an individual state resident whose business office is the same as the “known place of business” (called the “registered office” in most other states), or a company authorized to conduct business in Arizona whose business office is the same as the registered office.

The known place of business may be the same as the LLC’s office.

Operating Agreement

After its articles of organization, an LLC’s most important document is its operating agreement, which can be amended or repealed as allowed by the agreement or applicable state law. Just like a corporation’s bylaws, this isn’t mandated by the state-but it’s a critical internal document that officially documents how the LLC will run. It should list the members, how much each member has invested, how profits will be divided, and how much weight each member has when matters come to a vote.

It may also specify meeting requirements (notice, quorum, voting rules, etc.) and so on, but it is not required to. Normally, however, the operating agreement does include state-mandated requirements. It can contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, the operating agreement has to initially be approved by all the members in writing.

Designation, election, replacement, and removal of managers proceed according to rules set out in the operating agreement. If all managers resign and the operating agreement is silent on how to elect new ones, a majority of members may elect a new manager or managers.

Membership in the LLC

An LLC must have at least one member. Each member must be a natural person. A member may acquire an interest in the LLC either directly from the company-by being identified as a member in the initial articles of organization-or being identified as a member in and signing the operating agreement.

After the LLC’s initial articles are filed, a new member may be admitted if:

  • They acquire an interest directly from the LLC under the provisions of the operating agreement
  • On the consent of all members
  • If the person is an assignee of all or part of a member’s interest under the terms in the operating agreement

A member can only resign from the LLC in the method laid out in the articles of organization or operating agreement. Unless the operating agreement states otherwise, a member may not resign before the LLC is dissolved and its affairs wound up. The company may seek damages or other remedies from a resigning member if his or her resignation violates the LLC’s operating agreement.

Ongoing Requirements

Unlike corporations (and even LLCs in most other states), Arizona LLCs are not required to file an annual report with the state. In fact, there are six things that an Arizona corporation must do that an Arizona LLC does not have to do:

  • Hold annual shareholders meetings
  • Hold annual board of directors meetings
  • Document the meetings of shareholders with minutes or resolutions
  • Document the meetings of the board of directors with minutes or resolutions
  • File an annual report with the Arizona Corporation Commission
  • Pay a $45 annual fee to the Arizona Corporation Commission

Despite the fact that it’s not a requirement, it’s still a good idea for your LLC to keep minutes of the proceedings and committees of the owners or members.

Dissolution

An LLC is dissolved when any one of the following events occurs:

  • At a time or upon the occurrence of an event(s) specified in the articles of organization or operating agreement as requiring dissolution
  • Written consent to dissolve by more than half the members, including one or more members whose interest(s) in the LLC total more than 50 percent
  • Event that makes it illegal for the LLC to continue
  • Withdrawal of the last remaining member unless all assignees agree in writing within 90 degrees that at least one member continues the business of the LLC
  • Court order ordering dissolution

Taxes

An LLC offers some tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation. Instead, it can be a “pass-through entity” when it comes to taxes, so that the LLC owners report business losses or profits on their personal tax returns, in the same manner as a partnership.

The tax rate for Arizona LLCs varies, based on Arizona taxable net income.

Learn more about forming an LLC in Arizona

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silver

$49

+ $50 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

FREE Registered Agent for 1st Year Registered Agent service includes 1 full
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of our competitors advertise.

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Gold

$149

+ $50 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $50 (state fee)

everything from
silver & gold+

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Arizona LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-US Residents allowed to own a Corporation of LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an LLC with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an LLC?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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