How to Form an Arizona LLC in (8 Steps)

How to Form an Arizona LLC in (8 Steps) 2017-06-24T09:52:07+00:00

A Step by Step Guide

By Richard Keyt, an Arizona LLC attorney who has formed 5,500+ Arizona LLCs.  See Richards’ 79 five star Google & Facebook reviews and LLC client testimonials.

This article explains all of the steps for creating an LLC in Arizona for people who want a do-it-yourself LLC.

8 Steps to Create an Arizona LLC

  1. Select the Name of the Arizona LLC
  2. Select the Arizona LLC’s Statutory Agent
  3. File the Articles of Organization with the Arizona Corporation Commission
  4. Pay the Filing Fee
  5. For Old Fashioned Filers: File the Paper Articles of Organization with the ACC
  6. For Old Fashioned Filers: Obtain a Copy of the Articles of Organization
  7. Approval or Rejection of the Articles of Organization
  8. Publish the Articles of Organization (Maybe)

1. Select the Name of the Arizona LLC

a. Make Sure the Name Does Not Infringe on a Federal Trademark

Finding a good name for your new Arizona limited liability company can sometimes be the most difficult piece of the formation puzzle. Ideally, you want a name that: (i) will afford strong federal trademark protection, but will not infringe on anybody’s trademark or service mark, (ii) will be easy for your customers to remember, (iii) will describe your products or services, and (iv) will allow you to obtain .com, .net., .org, .biz and .info domain names. For information on obtaining domain names, see How to Obtain a Domain Name that Does Not Infringe on a Trademark.

One way to check if your desired company name will infringe on a federally registered trademark or service mark is to search your prospective name and variations thereof on the searchable database of the United States Patent & Trademark Office.

Unfortunately, obtaining a strong trademark that describes your product or services is frequently not possible. These two goals are in conflict. Most clients of trademark lawyers want a trademark that describes their products or services. For example, if I have a bar and grill called Rick’s Bar & Grill, it describes my business, but federal trademark law grants a lower level of protection to marks that are merely descriptive of the products or services. People like descriptive trademarks because they are descriptive. Trademark lawyers prefer marks that are arbitrary such as Apple® when used to identify computer products or fanciful marks such as Xerox® because these types of marks provide the highest level of trademark protection.

For more information about trademarks and service marks, see the KEYTLaw our trademark website.

b. Confirm the Name is Available by Checking the Arizona Corporation Commission’s Name Database

When you have selected at least one possible company name, you should search the ACC’s LLC name database to see if any Arizona entity or tradename is exactly the same as or too similar to the name you have chosen for your LLC. To determine if your desired LLC name is available, do the following:

  • Review the ACC’s naming rules so you understand how the ACC will examine your name and compare it to names of existing entities.
  • Go to the ACC’s Corporations and LLCS page then: (i) click on the text that says “Name – Forms for entity name reservations” (ii) enter your desired LLC name in the Name field, (iii) in the Entity Type field select LLC, and (iv) click on check name.

All Arizona LLC names must satisfy the requirements of Arizona Revised Statutes Section Section 29-602.  The following is quoted from the ACC’s website:

Entity names only be “distinguishable” from other entity and trade names on file with the Arizona Corporation Commission and the Arizona Secretary of State. “Distinguishable” is a minimal standard. A name is “distinguishable” if it is different in any way from other entity and trade names, however, some differences do not count and are not considered in determining distinguish-ability.  The following differences do not make a name distinguishable:

  • entity identifiers (Inc, LLC, Corporation, etc.)
  • spaces between words (“roll out now co.” vs. “rollout now co.”)
  • specific punctuation (“Great Expectations ” vs. “Great Expectations!”)
  • the case of the letters contained in the name (“TOO COOL” vs. “Too Cool”)
  • the use of ampersand (&) versus “and” (“U & I Inc.” vs. “U AND I Inc.”)
  • the use of Arabic numerals (1,2,3,etc) and words representing these numerals (“One Stop LLC” vs. “1 Stop LLC”)
  • the use of the articles “a”, “an” and “the” (A Birdcage vs. The Birdcage)

The Arizona Corporation Commission will not approve a proposed LLC name unless the proposed name is distinguishable from other names already on file with the Arizona Corporation Commission and the Secretary of State. For an explanation of what makes a name distinguishable from another name, see the Arizona Corporation Commission Naming Standards, which has a list of the rules the ACC uses when reviewing proposed names.

2. Select the Arizona LLC’s Statutory Agent

Every Arizona limited liability company or LLC qualified to do business in Arizona must have and maintain a statutory agent (aka resident agent in some states) located in Arizona. The purpose of a statutory agent is to give notice to the public of a person or entity authorized by the company that can be served with legal documents as the agent of the company. The statutory agent is the person or entity that can be served with a summons and complaint filed in a lawsuit.

The statutory agent must be one of the following:

  • An adult individual who resides in Arizona.
  • A domestic company formed under Arizona corporate law.
  • A foreign company authorized to transact business in Arizona.
  • A limited liability company formed under Arizona law.
  • A limited liability company authorized to transact business in Arizona.

The statutory agent must have an Arizona street address rather than a post office box.  The person or entity that will be the statutory agent must complete and sign the Arizona Corporation Commission’s Statutory Agent Acceptance form.

A member of the LLC who has an Arizona address frequently acts as the member’s Arizona LLC.

3. File the Articles of Organization with the Arizona Corporation Commission

Here are two ways to create your new Arizona LLC.

a. Hire an Arizona LLC attorney who has formed 5,500+ LLCs.

Richard Keyt has 3 LLC formation packages for $397, $597 or $997 (for those who want confidentiality).  Compare the contents of the 3 LLC packages.  To hire Richard Keyt submit his online LLC formation questionnaire.

b. Do-It-Yourself Arizona LLC for $50 or $85.

Option 1:  Form the Arizona LLC the Easy Way Online

The quickest and easiest way to form an Arizona limited liability company is to submit the Arizona Corporation Commission’s online efile Arizona LLC formation system.  To form a new Arizona LLC using the ACC’s online efiling method follow Richard Keyt’s detailed 13 step guide in his article called “How to Form an Arizona LLC by Online efiling.”

Option 2:  Form the Arizona LLC the Hard Way Using Old Fashioned Paper Forms

The “organizer” must complete, sign and file the Arizona Corporation Commission’s two page fill in the blanks Articles of Organization.  If you use this ACC form you must also complete and submit both of the following documents:

(a) either the Manager Structure Attachment (if the LLC is manager managed) or the Member Structure Attachment (if the LLC is member managed), and

(b) the Statutory Agent Acceptance form.

See the Instructions for the Articles of Organization.  If somebody holds an Arizona tradename identical to the desired name of your new LLC then when you submit the Articles of Organization to the ACC for filing you must also submit a Notice of Transfer of Limited Liability Company  Name Reservation signed by the holder of the tradename.  See the Instructions for this form.

4. Pay the Filing Fee

When you submit your Articles of Organization, you must also pay the filing fee, which is $50. You can pay the fee with cash or your check.

You may also pay an extra $35 for expedited review service. I recommend that you pay the extra $35, which will cause the ACC to review your Articles of Organization within the shortest time period possible. If you do not pay the extra $35 it could take up to a month for the ACC to approve or reject your Articles of Organization. See the ACC’s latest Articles of Organization processing times.

When the articles are approved, the date of approval reverts back to the date the articles were filed. The problem with using regular review service rather than the expedited review, is that it can substantially reduce the time remaining to publish the Articles of Organization and deliver the affidavit of publication to the ACC.

5. For Old Fashioned Filers: File the Paper Articles of Organization with the ACC

When you are ready to file the paper form Articles of Organization for your new Arizona LLC, hand deliver or mail the following to the ACC:

  • the completed and signed Articles of Organization
  • the completed cover sheet
  • cash or check to pay the filing fee

File your Articles of Organization and pay the filing fee at either of the following ACC locations:

Phoenix office: 1300 W. Washington, 1st Floor, Phoenix, AZ 85007.
Tucson office: 400 W. Congress St., Tucson, AZ 85701

ACC offices are open Monday – Friday, 8:00 a.m. to 5:00 p.m., except holidays. You may mail all the Articles of Organization and a check for the filing fee to either ACC office. The ACC does not accept credit cards.

6. For Old Fashioned Filers: Obtain a Copy of the Articles of Organization

It goes without saying that you should make a copy of the Articles of Organization of your Arizona LLC that you submit to the ACC and retain them in your company file. I recommend that when you file your Articles of Organization, you submit an extra copy and ask the ACC to stamp the extra copy to show the date the ACC received the Articles of Organization. This extra copy can be shown to other parties (such as a bank when you open a bank account) before you receive the final approved Articles of Organization from the ACC.

7. Approval or Rejection of the Articles of Organization

After the ACC reviews the Articles of Organization of your new Arizona LLC, it will mail or email a notice of approval or rejection of the Articles of Organization. If the Articles of Organization are rejected, your company was created as of the date the articles were filed, but it terminated twenty days after the ACC notifies the filer of the articles of a defect and the articles are not brought into conformance within that 20 day period.

The ACC will send a letter that explains why the articles were rejected. You may then correct the problem and resubmit the Articles of Organization. However, you will not be able to recover your filing fee if the ACC rejects your filing and the Articles are not corrected and approved.

If your Articles of Organization are approved, the Arizona LLC was created (“born”) as of the date the Articles of Organization was first filed with the ACC (or a later date set forth in the articles).

8. Publish the Articles of Organization (Maybe)

If your LLC’s place of business is outside Maricopa County and Pima County then within sixty days after the date the Articles of Organization were filed with the ACC, you must publish a Notice for Publication for three consecutive publications in a newspaper of general circulation in the county of the company’s known place of business in Arizona. The notice of filing the Articles must contain the information required in Arizona Revised Statutes Section 29-632, subsection A, paragraphs 1, 2, 4 and 5.

If you file the Articles of Organization on an expedited basis, you may wait to publish the Notice for Publication until the ACC approves the Articles of Organization to prevent wasting the publication costs if the articles are rejected.

See the ACC’s list of Arizona newspapers of general circulation by county, which list also includes newspapers from which the ACC will not accept publications. The cost to publish the Notice for Publication depends on the newspaper, the county in which the newspaper is located and the length of the Notice, but you should budget $55 – $85.  Caution: The Yuma Daily Sun is the only ACC approved newspaper in Yuma County so it grossly over charges for legal publications, including a Notice for Publication. In the past, this newspaper charged me three times more to publish in Yuma County than what I paid in Maricopa County for similar publication.

How to Avoid Being Over Charged by a non-Maricopa County Newspaper

To avoid excessive legal publication costs (perhaps as much as $100 or more) for a Notice of Publication, do the following:

  • Before filing the Articles of Organization, prepare question 2 of the Articles to list the LLC’s known place of business in Maricopa County or Pima County to avoid the publication requirement.
  • File a change of address form with the Arizona Corporation Commission to change the LLC’s known place of business from Maricopa County or Pima County to the desired address in the appropriate county.

Failure to Comply with the Publication Requirements

If your LLC is required to publish and it fails to timely publish the Notice of Publication, the ACC may revoke the charter of the company, which causes it to die and cease to exist.

This is the end of the LLC formation process.

After forming your LLC there are several additional important tasks the LLC may need to complete.  These important post-formation tasks are:

A. Members Should Sign an Operating Agreement

When a company is owned by more than one member, LLC lawyers recommend that the members enter into an agreement called an “Operating Agreement.” This is an agreement that governs how the members will deal with their LLC ownership interests and important company matters. Operating Agreements typically deal with the following types of issues:

  • Requiring super majority approval or unanimous approval of members for major company decisions such as borrowing large amounts of money, entering into major contracts, amending the Articles of Organization, changing the capital structure of the company, hiring or firing people related to members and managers, setting compensation of key employees, and entering into contracts with related parties or companies affiliated with members or managers.
  • Restrictions prohibiting members from selling, encumbering or transferring their interests in the LLC without first giving the company and other members a right of first refusal to acquire the membership interest.
  • Rules governing rights of the company and members following a member’s death, disability, divorce or incapacity. The agreement can obligate the company to purchase the interest of a deceased member or give the company and other members options to purchase the interest of a deceased member.
  • The acquisition of life insurance to fund the purchase of the interest of a deceased member.
  • Fixing the value of membership interests in certain situations such as the purchase by the company of the interest of a deceased member.
  • Requiring minority members to sell their interests when the majority of the members want to sell the company
  • Requiring members to cooperate if the company makes a public offering of securities.
  • “Shot-gun” buy-out procedures that can be used to terminate the ownership of members when they cannot get along or work together.

The best and easiest time to adopt an Operating Agreement is when the company is formed. I have seen too many sad member disputes that could have been avoided with a good Operating Agreement. An Operating Agreement is like insurance, i.e., if you never need it, you don’t miss it, but if you need it and don’t have it, you may suffer greatly.

Caution: If the members of an Arizona limited liability company do not adopt a written comprehensive Operating Agreement, their rights and obligations with respect to each other and the company will be as provided by the default provisions of Arizona law. Trusting Arizona law to govern your limited liability company can have substantial unintended and adverse consequences. For example, Arizona law provides that absent a written agreement to the contrary, all distributions of money and property from the company to the members must be made first in proportion to the amount of members’ unreturned capital contributions and then equally to the members. See A.R.S. Section 29-703.B.

Example of Unintended Consequences: John and Mary form an Arizona LLC. John contributes $10,000 to the capital of the company and Mary contributes nothing. They agree orally that the will split the profits and distributions 75% to John and 25% to Mary. If John and Mary do not document their agreement in writing, Arizona law provides that the members rights with respect to allocation of profits and distributions are as follows:

  • John and Mary are each entitled to 50% of the profits.
  • John gets all distributions of money and property from the company until he gets his $10,000 back.
  • When John gets all of his money back, all future distributions of money and property must be split equally among the two members.
  • Until John gets all of his money back, Mary will be allocated 50% of the profits for federal income tax purposes and be liable to pay taxes on any profits allocated to her each year, but not be entitled to any distributions of money from the company.

For the reasons why I strongly urge multi-member Arizona limited liability companies to put their agreements in writing and adopt a comprehensive Operating Agreement, see my article entitled “Arizona Limited Liability Company Operating Agreement FAQ.

KEYTLaw Operating Agreement Preparation Service

If you need a custom drafted Operating Agreement for an Arizona LLC purchase it from Arizona LLC attorney Richard Keyt.  He has prepared 5,500+ Arizona LLC Operating Agreements.  Richard offers two Operating Agreements:

  • the $297 25 page Operating Agreement for a single member LLC or a two member LLC owned by a married couple, and
  • the $497 55 page Operating Agreement for a multi-member LLC.

To purchase an Operating Agreement for your LLC submit our online Custom Operating Agreement Questionnaire or call Richard Keyt at 480-664-7478 and give him your LLC information.  Look at the questionnaire and you will see that large number of questions we ask means you get a customized agreement that contains the provisions you want.  Nobody else offers such a comprehensive custom Operating Agreement.

B. Obtain a Federal Employer Identification Number

Most newly formed companies must obtain a federal employer identification number. Banks require this ID number for bank accounts. If the company will have employees and pay wages, it must file payroll tax returns and pay payroll taxes using the ID number. A company obtains a federal ID number by completing IRS Form SS-4 (pdf), Application for Employer Identification Number, and filing it with the Internal Revenue Service. See also the Instructions for Form SS-4 (pdf) and IRS Publication 1635 (pdf), Understanding Your EIN – Employer Identification Number.

You should apply for an EIN early enough to have your number when you need to open a bank account, file a tax return or make a tax deposit. You can get an EIN over the phone by calling the Tele-TIN phone number for your state, which for Arizona entities is 1-800-829-4933. Before calling the IRS, fill in the IRS Form SS-4 as best you can because the IRS may ask you to refer to it while on the phone and may ask that you sign and mail or fax a copy of the form to the IRS within 24 hours. The person making the call must be authorized to sign the form or be an authorized designee.

You may also obtain a federal EIN online in a matter of minutes from the IRS website. After completing the IRS’ online questionnaire, the IRS’ website will immediately issue an EIN. Online EINs are available 24/7 without the need to file any paper document with the IRS. The online EIN is a provisional EIN, but it will be the permanent federal employer identification number for your business unless voided by the IRS. The IRS may void an EIN obtained online if : (i) the name and social security number of the principal officer do not match Social Security Administration records, or (ii) the business has already been assigned an EIN. Keep a record of your application for an EIN. Be sure to print your SS-4 application after the EIN is assigned and keep a paper copy for your records. You can do this by clicking the “Print Form” button after receiving your EIN.

Applications for a federal EIN for LLCs must provide the following information in the online Form SS-4: (i) the LLCs exact legal name in box 1 ending with LLC without punctuation, (ii) the type of entity for tax purposes in box 8a (i.e., will the LLC be taxed as a partnership, sole proprietorship, or corporation), and (iii) type the words single or multi member LLC in box 8a on the line called Other, but do not check the Other radio button.

Third parties may also request EINs via the internet on behalf of a taxpayer. A third party who obtains an EIN for another party must retain a completed copy of the IRS Form SS-4 signed by the taxpayer and the signed statement authorizing the third party to file the online application.

If you prefer, you can fax a completed Form SS-4 to the appropriate service center (215-516-3990 for Arizona), and they will respond with a return fax in about one week. If you do not include a return fax number, it will take about two weeks. If you apply by mail, send your completed Form SS-4 at least four to five weeks before you need your EIN.

Note for Single Member LLCs: A single-member LLC that intends to be taxed as a sole proprietorship does not need an EIN and generally should not file IRS Form SS-4. Generally, the LLC should use the name and EIN of its owner for all federal tax purposes. However, the reporting and payment of employment taxes for employees of the LLC may be made using the name and EIN of either the owner or the LLC. If the LLC-applicant indicates in box 13 of IRS Form SS-4 that it has or expects to have employees the IRS will assign the single-member LLC its own EIN.

C. Elect the LLC’s Form of Federal Income Taxation

One of the major reasons to form a limited liability company is that the LLC may chose how it will be taxed for federal income tax purposes. Subject to certain limitations, an LLC may be classified for federal income tax purposes as: (i) a sole proprietorship, (ii) a partnership, (iii) a C corporation, or (iv) an S corporation. Whether an LLC can select a particular federal tax classification depends on the number and type of members.  For a detailed explanation of the four ways an LLC can be taxed see Arizona LLC attorney and former CPA Richard C. Keyt’s article called “How are LLCs Taxed?

A single member LLC may elect to be classified as a sole proprietorship, a C corporation or an S corporation. Multi-member LLCs may elect to be taxed as a partnership, C corporation or S corporation. The LLC, however, may not elect to be taxed as an S corporation unless it meets all requirements applicable to S corporations. If the LLC does not elect its classification by filing IRS Form 8832 (pdf), the IRS assigns a default classification of partnership (for multi-member LLCs) or sole proprietorship (for single member LLCs).

Even though it is owned by two members, an LLC that is owned solely by a husband and wife as community property may be taxed as a sole proprietorship or as a partnership. The couple may elect either form of taxation. IRS Revenue Procedure 2002-69 states that the IRS will accept the married couples’ choice to be taxed as a sole proprietorship or as a partnership.

In general, the difference between being taxed as a corporation and being taxed as a partnership is that partnerships are not taxpaying entities and corporations (other than S corporations) are. The profits, losses and other tax items of an LLC taxed as a partnership are passed to the members of the company prorata according to their ownership and included on the members’ federal income tax returns. By electing to be taxed as a partnership for federal income purposes, a multi-member company can avoid the double tax that can occur with a corporation when the corporation has taxable income.

The LLC may elect to be taxed as a partnership or as a corporation for federal tax purposes by filing IRS Form 8832 (pdf), Entity Classification Election. For more information, see IRS Publication 542 (pdf), Corporations, and IRS Publication 541 (pdf), Partnerships.

Before electing how your Arizona LLC will be taxed, you should consult with your accountant because the election will have significant economic consequences. Facts and circumstances applicable to each new Arizona LLC will influence the taxation election that is best. An erroneous tax election can be very expensive.

D. Get Arizona Department of Revenue ID Numbers & Transaction Privilege Tax Licenses

If your Arizona LLC will engage in an activity that is taxable under the Arizona transaction privilege tax statutes, it must apply for a transaction privilege tax license for each business location before engaging in business. If the Arizona LLC will pay wages to employees, it must obtain an Arizona withholding number and an Arizona unemployment number. To obtain a transaction privilege tax license, an Arizona withholding number or an Arizona unemployment number, the Arizona LLC must complete and file an Arizona Joint Tax Application with the Arizona Department of Revenue. For licensing questions on transaction privilege or withholding call (602) 542-4576 or 1-800-634-6494 (from area codes 520 and 928). For questions on unemployment tax call (602) 248-9396 or email the Arizona Department of Economic Security.

E. Starting a New Business in Arizona

The following list contains links to web sites that have additional information about and resources related to starting a new business in Arizona:

KEYTLaw LLC Formation Service

Call 480-664-7478 NOW if you want an LLC to: (1) prevent creditors of your business or investment real estate from taking your personal assets, and (2) asset protect your personal assets from debts, liabilities and lawsuits.

Arizona LLC attorney Richard Keyt (practicing business law in Arizona since 1980) offers three LLC formation packages and prices: $397 (Bronze package), $597 (Silver package) & $997 (Gold package).  See our table that compares LLC formation services for each of the three packages. For a detailed explanation of the LLC formation services we provide for each of the three packages see “Contents of Our Bronze, Silver & Gold LLC Formation Packages.”

To understand why we have formed 5,500+ Arizona LLCs, see our 79 five star Google & Facebook reviews and the testimonials from some of our happy LLC clients.

Two Easy Ways to Hire Richard Keyt to Form Your Arizona LLC for $397, $597 or $997

We’ve made it very easy to hire Richard Keyt to form your new Arizona LLC.  It’s a simple 5 – 10 minute process.  To hire Richard to form your new LLC select one of the following two options:

Option 1 – Telephone: Call and give us your information.

  • Richard Keyt – 480-664-7478
  • Richard’s son former CPA and Arizona LLC attorney Richard C. Keyt – 480-664-7472
  • KEYTLaw LLC legal assistant LLC legal assistant Michelle Watkins - 480-664-7413

Option 2 – Online 24/7

Conclusion

Although it is relatively easy and inexpensive to form an Arizona LLC and the information in this article tells you how to do it, I recommend that you consult an Arizona business attorney when forming an Arizona LLC because there are many issues that may require legal advice and action. For example, when offering to issue and issuing membership interests and securities, all LLCs must comply with federal and applicable state securities laws. It may be advisable to file trademark applications with the U.S. Patent & Trademark office to protect your trademarks and/or service marks. Forming the new Arizona LLC is just the “tip of the iceberg” with respect to operating a business in the LLC form.

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