Call or text an AZ LLC attorney 24/7 at 480-664-7478|rk@keytlaw.com

FAQs

If You Have a Confidential Trust Don’t Create a Separate Estate Planning Trust

Question:  You created a Confidential Trust for me to own my Arizona LLC and keep my name off the public records of the Arizona Corporation Commission.  Recently I signed a new trust that is for estate planning.  My new trust includes provisions for the administration of my assets after my death.  How does my new trust become the owner of the LLC currently owned by my Confidential Trust?

Answer:  You now have two trusts, each with their own names and creation dates.  The problem is that the Confidential Trust owns the LLC, but the Estate Planning Trust should own it.  Instead of creating an entirely new estate planning trust you should have kept the same trust name, trustees and trust creation date and just amended and restated the entire trust agreement to contain the language needed for your estate plan.  In other words, you should have converted the Confidential Trust to your estate planning trust with the end result that you would have one trust and it would be the owner of the LLC.

Going forward your choices are:

1.  Transfer ownership of the LLC from the Confidential Trust to the estate planning trust and allow the Confidential Trust to die.  However, if the new estate planning trust has your name in it and you want to continue to keep your name off of the Arizona Corporation Commission’s public records then retain ownership of the LLC in the Confidential Trust and follow the next option.  We charge $545 to do this.  It includes preparing an Assignment of Membership Interest Agreement, Amendment to the Articles of Organization, resolutions of the member and a new membership certificate.

2.  Modify the Confidential Trust to provide that the beneficiary is the trustee(s) of the new estate planning trust.

My recommendation is to do option 1 now because option 2 postpones the need to do option 1 until the creator(s) of the Confidential Trust is/are deceased.

To learn more about how a Confidential Trust can keep your name off the Arizona Corporation Commission’s public records read my article called “How to Form an Arizona LLC without Disclosing Its Ultimate Owner(s).”

2013-08-28T06:48:53-07:00August 28th, 2013|FAQs, How Do I, Miscellaneous, Operating LLCs|0 Comments
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Who Inherits My LLC if I Die?

Question:  “I am an Arizona resident who owns an interest in an Arizona LLC.  Who will inherit my LLC if I die?

Answer:  It depends on whose inheritance plan is used.  If you have a Will or a Trust then you determine who inherits your LLC and other property.  However, if you do not have a Will or a Trust, the State of Arizona’s inheritance plan will govern.  If Arizona’s inheritance plan is the same as yours then the right people or charities will get your property in the proportions you have specified in your Will or Trust.  Unfortunately it is very common for a person’s desired heirs to be different than Arizona’s plan of inheritance.

Do not leave your loved ones unprotected and at the mercy of Arizona’s law of inheritance.  Sign a Will or a Trust and insure that your loved ones will inherit according to your plan, not Arizona’s plan.

For more on this topic see “Who Gets My Property If I Die Without A Will Or Trust?” and “Who Will Inherit Your LLC Membership Interest if You Die?“

2016-11-16T08:23:44-07:00August 22nd, 2013|FAQs, Operating LLCs|0 Comments
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Can an Arizona LLC’s Address be a Post Office Box?

Question:  I know that all LLCs formed in Arizona must file Articles of Organization with the Arizona Corporation Commission in which the LLC notifies the ACC of its known place of business in Arizona.  Can the LLC’s address be a U.S. post office box?

Answer:  No.  The ACC used to allow LLCs to use a PO box for the LLC’s address, but it burped last year and decided to outlaw U.S. post office boxes for the LLC’s Arizona address.  US post office boxes are fine for members and managers, but if you try to file Articles of Organization that state that the LLC’s address is a US P.O. box the ACC will reject the Articles.

2013-08-22T20:04:48-07:00August 22nd, 2013|Articles of Organization, FAQs, Forming LLCs|0 Comments
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Is Publication in a Newspaper Optional for a New Arizona LLC?

Question:  How important is it to publish a Notice of Publication for your Arizona LLC after it is formed?

Answer:  If newspaper publication is required the failure to publish timely could cause a court to deny the existence of the LLC, which could cause the members to become liable for its debts and liabilities.

Arizona LLC law requires that a notice of publication for the new Arizona LLC to be published in an Arizona Corporation Commission approved newspaper within 60 days after the ACC approves the filing if the company’s statutory agent is not located in Maricopa or Pima County.  Arizona Revised Statutes Section 29-3201.G states:

“Within sixty days after the Commission files the Articles of  Organization, either of the following must occur:

1. a notice of the filing of the Articles shall be published in a newspaper of general circulation in the county of the statutory agent’s street address for three consecutive publications containing the information required in subsection B of this Section. an affidavit evidencing the publication may be filed with the Commission.

2. the Commission shall input the information regarding the approval into the database as prescribed by Section 10-130 if the statutory agent’s street address is in a county with a population of more than eight hundred thousand persons.”

Because Section 29-3201.G.1 uses the word “shall” I interpret Arizona LLC law to say that publication within the required period is a requirement to the valid formation of the Arizona LLC whose statutory agent is not located in Maricopa or Pima county.  An LLC that fails to publish within the required period opens itself up to a challenge by a creditor in court that the LLC was not formed as required by Arizona LLC law and therefor does not exist.  If the court agreed with that argument then all of the members of the LLC would potentially be liable for the LLC’s debts and obligations.

Bottom Line:  Publication is not an option when the company’s statutory agent is not located in Maricopa or Pima county.  Every new Arizona LLC that does not have a statutory agent located in Maricopa or Pima county should always publish in an approved newspaper in the appropriate county within 60 days of the Arizona Corporation Commission approving the submitted Articles of Organization AND it should deliver an affidavit of publication to the ACC so it can put proof of publication online for the world to see.

 

2021-01-02T15:46:14-07:00August 13th, 2013|AZ Corporation Commission, FAQs, Forming LLCs|2 Comments
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Don’t File a False Document with the Arizona Corporation Commission

A client called and said his banker refused to open a bank account because the Articles of Organization filed with the Arizona Corporation Commission does not list the name of a person who owns 10% of the LLC.  The banker insisted that my client file an amendment to the Articles of Organization that names the 10% owner as a member.  Here is the text of an email message I sent to my client about the bank’s unreasonable and ignorant request:

I understand that your bank wants you to commit a felony and file a false document with the Arizona Corporation Commission that misrepresents the ownership of your LLC. Specifically your bank wants the Articles of Organization of <name omitted>, LLC, to show that Homer and Marge Simpson are members of the LLC despite the fact they together own only 10% of the company.

Arizona Revised Statutes Section 29-3502.D states: ‘A person that signs a record, or causes another to sign it on the person’s behalf, knowing that the record contains inaccurate information at the time it is signed, is liable to the limited liability company and to each member of the company for damages resulting from the inaccurate information.

ARS Section 13-2702 states: “A person commits perjury by making either: 1. A false sworn statement in regard to a material issue, believing it to be false. 2. A false unsworn declaration, certificate, verification or statement in regard to a material issue that the person subscribes as true under penalty of perjury, believing it to be false.  Perjury is a class 4 felony.

Your LLC is manager managed therefore Arizona LLC law prohibits naming anybody as a member of the LLC unless the member owns 20% or more of the LLC. I understand that your banker wants you to file a false document with the Arizona Corporation Commission that names Homer and Marge Simpson as members of the LLC. You should not do that because it is a felony to file a document with the Arizona Corporation Commission that you know contains a misrepresentation of the facts.

Because of this law knowledgeable bankers and others always ask to see the Operating Agreement of a manager managed Arizona LLC because an Operating Agreement signed by all of the members is the only way to verify all of the owners of a manager managed Arizona LLC and their percentage ownership of the LLC.

Bottom Line:  Do not file documents with the Arizona Corporation Commission that contain false statements.

2021-01-02T15:54:01-07:00August 12th, 2013|Articles of Organization, AZ Corporation Commission, FAQs, Members|0 Comments
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No Written Contracts + Death of Single Member LLC Owner = Nightmare

Recently I met with two very troubled men who are at the beginning stages of a nightmare caused by the death of a member of an Arizona limited liability company and the LLC members’ failure to document their LLC and enter into a Buy Sell Agreement.  As I listened to their tale of woe, I was reminded of the time I heard Mike Gallagher, the founder of Gallagher & Kennedy, P.A. my former law firm, say to a young G & K lawyer in jest, “Jim, you aren’t completely worthless.  You can always be used as a bad example.”  What we have here is the perfect bad example caused by the failure to plan.

The two men (who I will call Bob and Jim) were involved with a single member LLC I will call World Wide Widgets, LLC (WWW) owned by Jack, a single man with no children.  Over a period of years Bob loaned several hundred thousand dollars to the LLC without any documentation.  Bob and Jim agreed orally that as part of the loan the WWW would pay Bob interest plus a share of the substantial profits of WWW.  Jim was the primary person who ran the company on a day to day basis.

The company was very successful and making big bucks because it had a very valuable contract with a nationally known company that had a fabulous online business.  Everybody was very happy with the company and the money and profits they received from the highly successful WWW.  Jack told Bob and Jim that he was going to give them part ownership of WWW.

Unfortunately Jack died without warning and all hell broke loose because the parties made the following fundamental mistakes:

  • No Loan Documents.  Bob did not document his loan to WWW with a promissory note.  Nor did he secure payment of the note with a lien on WWW’s assets.  Bob cannot enforce his loan without going to court or making a deal with Jack’s heir, both of which are expensive courses of action best to be avoided.
  • No Option to Acquire Membership Interests.  Bob and Jim did not get Jack to sign a contract that provided they had a right to become members of WWW.  Nor did they push Jack to actually transfer partial ownership of WWW to them.  If Bob and Jim had entered into an option to acquire membership interests in WWW they would have been able to become members without the need to sue (a difficult case to prove) or making a deal with Jack’s heir.  If Bob and Jim had been members of WWW they would have been wise to have entered into a Buy Sell Agreement with Jack that would have given WWW and themselves an option to buy Jack’s membership interest in WWW from Jack’s heir after death.  The purpose of a Buy Sell Agreement is to allow ownership of an LLC to be retained in the hands of the LLC members in the event a member dies.  To learn more about Buy Sell Agreements see my website on this important topic.
  • No Employment Agreement.  Jim did not have an employment agreement signed by WWW.  Without an employment agreement Jim’s job and compensation was at the mercy of Jack’s heir.
  • No Estate Plan.  Jack did not have a Will or a Trust that provided who inherited WWW after his death.  Jack’s only living relative was an estranged sister with whom he had not had any contact for years.  Bob and Jim believe that Jack would have wanted them to inherit WWW, not his estranged sister.  Because Jack died without an estate plan, the State of Arizona’s estate plan determined who inherited Jack’s assets.  Because Jack was single, had no children and his parents were deceased, his entire estate was inherited by the estranged sister who didn’t give a hoot about Bob and Jim and their failure to get signed documents.  To learn more about Arizona Wills, Trusts, estate planning and how to give your family asset protection see my website called Arizona Wills & Trusts.

The end result was not pretty, but it was a very expensive lesson from which I hope others can learn.

Lessons to Be Learned

1.  People die.

2.  People die.  I repeated this lesson because the reality of life is that few people believe this is a true statement.  This is the conclusion I have reached after 28 years as a business lawyer who has formed 9,000+ companies, the vast majority of which none of the members took action to make life easier on their loved ones and co-members while alive.

3.  Document with signed agreements all transactions involving your LLC.  These transactions include promissory notes (with a resolution of members authorizing the loan), employment agreements, independent contractor agreements, options to purchase membership interests in the LLC and a Buy Sell Agreement signed by all of the members.

4.  If you have an ownership interest in an LLC or a corporation, sign a Will or a Trust that provides who will inherit your interest in the companies when you die.

Hire Us

If you need to document a transaction or provide for the orderly transfer of your companies and other assets on your death, call me, Richard Keyt (480-664-7478) or my son Arizona LLC and estate planning attorney Richard C. Keyt (480-664-7472).  Do it now.  Don’t procrastinate until it’s too late and you become a bad example like Bob, Jim and Jack.  To learn more go to Arizona Wills & Trusts.

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2019-06-15T07:29:32-07:00August 11th, 2013|Buy Sell Agreements, FAQs, Members|1 Comment
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How to Remove a Member from an Arizona LLC

Question:  My husband and I own an LLC together.  We each own 50% as our community property. What forms do I need to fill out to remove myself as a member and what costs are involved to have you do this?  I looked on your website but I was unsure which form to fill out. I know I also need to fill out the form that says I will not make any claims on the business once he ows it himself.

Answer: To learn about this topic read my article entitled “What to Do When Your LLC Adds or Deletes a Member or if a Member’s Interest in the Company Changes.”  To hire us to document the removal of one or more members of an Arizona LLC, complete our short online Transfer of LLC Interest Agreement.

When we prepare an Assignment of Membership Interest Agreement (this is the document that actually transfer the membership interest from the terminating member to the transferee) to be signed by a member who is transferring his or her entire interest in the LLC we include release language by which the transferring person releases the LLC and its members and managers from all claims the transferor may have against the released parties.

Watch our demonstration video that shows how to add or remove a member from an Arizona LLC.

2023-10-24T10:03:58-07:00July 23rd, 2013|FAQs|0 Comments
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Is an LLC Formed to Get a Federal Firearms License Different from Other LLCs?

Question:  I want to form a limited liability company that will obtain a federal firearms license (FFL).  Are there significant differences between a “vanilla” LLC and one that will hold an FFL for the sale or manufacture of firearms?

Answer:  Yes.  Although Arizona LLC law is the same for all LLCs formed in Arizona regardless of an LLC’s intended purpose, LLCs that intend to obtain an FFL for the sale or manufacture of firearms require an Operating Agreement that contains provisions that relate to the LLC’s purpose and the need to comply with federal weapons laws.

I work with attorney David Goldman, the Guntrust Lawyer, to prepare a special type of trust called a gun trust for Arizona residents.  David is an expert on federal weapons laws and he has a wealth of information about gun trusts and firearms law on his website.  This what David says about LLCs that will obtain an FFL:

“One of the biggest problems with many FFL’s is that they use regular operating agreements or corporate bylaws. There are some specific issues why using a canned or shell company documents may not be appropriate and why you should consider using agreements that are specifically drafted for FFLs.

  • Your Operating Agreement or By-Laws needs to deal with specific FFL related issues as well as issues that are common to the firearms industry. Prohibited Person issues must deal with not only the owners or manages as mentioned above, but also employees. These documents should mandate policies that need to be in place for issues regarding federal and state requirements and recommendations.
  •  Part of the process included determining the proper licenses as we often see that FFLs are confused about what is manufacturing and what is gunsmithing and the requirements of each. Many FFLs sell parts and then assemble them for clients and are actually manufacturing firearms because of the way the transaction and work is structured. They often do not have the licenses nor collect the required excise taxes.

  • If the business entity is used correctly, the business entity can stop the liability from going to the owners and managers. Many corporate and LLC docs can prohibit some of the activities that FFL, their owners, managers, and employees engage in. If you are violating the terms of your agreement, your business entity may not shield you from the actions or liability

  • Properly drafted agreements allow for growth including taking on new members or shareholders which could provide additional resources to the business. Today a prohibited person may not know they are prohibited and traditional operating agreement do not shield them from prohibited transactions or activities. Your agreement should help a person determine if they are prohibited as well as guide them in which activities they may and may not participate and who needs to be updated upon such a change.

  • A properly drafted business agreement can help you sell the entire business with the licensing already in place. Most FFL’s when sold have to go through a new authorization process because they are not properly structured and/or do not allow for this type of transition.

  • Thinking about how the ownership of the business is structured and dealing with this in the business agreements can allow the business to pass down through the generations and keep it within the family.”

In addition to the industry specific business agreements, it is important to properly prepare your FFL and/or SOT applications so that they are not rejected and they should be designed and incorporated into an overall plan to provide insulation from problems down the road.

FFL’s are historically weak in business and the understanding of the complex rules and regulations regarding the firearms industry. Many have skated by in the past, but with the new 100% compliance audits, it is more important than ever to be setup correctly or modify your existing business rules and documents to comply with the industry.”

To learn more about this topic real Joshua Prince’s article called “Starting Your New Firearms Business – FFL/LLC Formation” in which he states:

“While some individuals may turn to online corporate formation providers or contact their family attorney, neither of these avenues can provide the proper legal advice on setting up either a Corporation or Limited Liability Company (LLC) for an FFL, unless the provider has experience with the firearms industry and pertinent issues. I have developed FFL-specific By-Laws (for a Corporation) and Operating Agreements (for an LLC) that deal with these issues and set the foundation for any firearms industry specific issue that may arise.”

Hire Arizona LLC Attorney Richard Keyt & Firearms Attorney Joshua Prince to Prepare an Operating Agreement for an FFL LLC

The Operating Agreement I prepare for people when I form an Arizona LLC does not contain language that should be in the Operating Agreement of an LLC that will be an FFL for the sale or manufacture of firearms.  If you have or intend to have an Arizona LLC that needs this special industry specific Operating Agreement I recommend that you hire Pennsylvania attorney Joshua Prince and me to prepare the unique industry appropriate Operating Agreement needed for this type of LLC.  See Josh’s blog topics on Firearms Law and Gun Trusts.

Joshua Prince’s primary area of law practice is federal firearms and weapons laws.  For more information about this special Operating Agreement or if you have questions about why your LLC needs it call Josh at 610-845-3803.  When Josh and I work together on an Operating Agreement, he is responsible for the federal firearms portions and I am responsible for the Arizona law portions.  If you hire Josh and I to prepare a firearms law specific Operating Agreement, the fee you pay us includes Josh’s services to prepare and file all of the paperwork required to get the type of FFL or licenses needed from the BATF for your LLC (the fee does not include filing / application fees or costs).  Josh does so much work in this area that he uses the services of a retired BATF agent who reviews applications and makes sure there are no problems before submitting them to BATF.

2017-08-25T14:39:39-07:00March 14th, 2012|FAQs, Operating Agreements|0 Comments
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KEYTLaw vs. LegalZoom

Question:  I received an email message that asked “Can your law firm provide the services that our business needs or should we should use Legal Zoom?”

Answer:  We are a small business law firm, but unlike Legal Zoom, we are licensed attorneys.  We can provide all of the legal services typically needed by small businesses.  If you need legal advice you should hire an attorney.  LegalZoom is not a law firm and does not employ attorneys to provide legal services.  In fact, here is the disclaimer language I got from the bottom of LegalZoom’s home page on March 4, 2012:

“LegalZoom is not a law firm and is not a substitute for an attorney or law firm. Communications between you and LegalZoom are not protected by the attorney-client privilege or work product doctrine. LegalZoom cannot provide legal advice“

Anybody who is considering using LegalZoom should ask: “Why does LegalZoom warn that it IS NOT A SUBSTITUTE FOR AN ATTORNEY?”  I  found a page on LegalZoom’s website that inadvertently answered this question.  If you click on the link above and then scroll to page three you will see this legally incorrect and misleading statement LegalZoom makes about an LLC Operating Agreement:

“Personalized operating agreement, including provisions protecting officers and managers from liability“

This statement illustrates perfectly why you do not want LegalZoom to be your lawyer or provider of your legal services.  No language or provisions in an Operating Agreement can or will protect a member or manager from liability.  People who sue the LLC and its members or managers NEVER SIGN and are NOT PARTIES TO the Operating Agreement so they are not bound by any provisions it may contain.

LLCs Must Comply with Applicable State LLC Laws

Members and managers of an LLC may be protected from liability by the LLC law of a state, but only if the LLC operates in compliance with applicable LLC laws.  If you do not know what your state’s LLC laws are then it is unlikely your LLC will comply with those laws and your LLCs and members and managers may become personally liable when a court pierces the company veil and holds the members and/or managers liable for the debts of the LLC.  For an example of this LLC nightmare read my article called “Colorado Court Pierces LLC Veil & Holds Single Member Liable for LLC’s Debt.”  The reason I wrote my book called the “Arizona LLC Operations Manual” is educate my LLC clients on Arizona’s LLC laws and what the LLC must do to comply with the laws to prevent a court from piercing the company veil and holding the members liable for the debts of the LLC.

KEYTLaw’s Legal Services

In addition to forming LLCs, KEYTLaw attorneys provide the following legal services:

1.  Contract law –  preparing and reviewing contracts of all types.

2.  Entity administration – preparing Buy Sell Agreements and documents to add or remove members of LLCs, shareholders of corporations and partners of partnerships.

3. Real estate law – preparing or reviewing contracts to buy, sell or lease Arizona real estate of all types, including commercial leases for businesses.

4.  Employment law – preparing employment agreements, independent contractor agreements, employee policies and procedures and employee manuals.

5.  Nonprofit law – forming Arizona nonprofit corporations, including preparing IRS Form 1023 and applying for an obtaining income tax exemptions from the IRS for charitable organizations.

6.  Commercial litigation representing plaintiffs and defendants in all types of typical business lawsuits.

7.  Landlord tenant law – preparing and reviewing residential leases and representing landlords, including evicting residential and commercial tenants.

If you have any questions about legal needs for your business, please call me, Richard Keyt, at 480-664-7478.

2017-02-26T08:40:13-07:00March 4th, 2012|FAQs|0 Comments
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Why Would I Want My LLC to be Owned by My Trust?

Question:  What are the reasons why I should have my revocable living trust own my membership interests in a limited liability company?

Answer:  The following is a list of the benefits of having a revocable living trust own all of your LLC  membership interests:

  1. Incapacity:  The co-trustee or successor trustee can administer assets held in trust if the owner / current beneficiary becomes incapacitated.
  2. Avoid Probate:  Assets held in trust avoid probate when a current beneficiary dies.
  3. Asset Management:  You can name a trusted person or a trust company to be the trustee to manage and invest the assets held in trust after your death if your beneficiaries are too young, cannot be trusted with the money, have creditor problems or a money-grabbing spouse.
  4. Payment of Funds After Death:  The trust contains your estate distribution plan, i.e., who will inherit your assets after your death.  It states how much and when beneficiares will be paid distributions from the trust.
  5. Asset Protection:  If the trust is drafted properly, it will be an excellent asset protected device for your beneficiaries.  A properly worded trust will prevent your beneficiaries’ creditors, ex-spouses and bankruptcy court from getting any of their inheritance.

Hire Arizona Wills & Trusts Attorney Richard Keyt to Prepare Your Trust

To learn more about my wills, trusts and estate planning services, go to my website called “Arizona Wills & Trusts.”

2023-10-24T10:23:41-07:00December 23rd, 2011|Asset Protection, FAQs|0 Comments
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How Do I Loan Money to My LLC?

Question:  I want to loan money to my Arizona limited liability company.  How do I document the loan so it will stand up to a challenge by the IRS, another member of the LLC or a creditor?

Answer:  The lender must take care to prepare and have the appropriate parties sign the following documents:

  • A Promissory Note:  The promissory note must be signed by at least one member of a member managed LLC or one manager of a manager managed LLC.  The promissory note should state the principal amount of the loan, the lender to whom payments will be made, where payments are to be sent, the date of the loan, no interest will accrue or interest will accrue at a specified rate, the repayment terms and a maturity date by which the loan must be repaid in full.
  • Resolutions or Action by Unanimous Consent:  This is a document that shows that the members of the LLC authorize the company to borrow the money on the terms set forth in the promissory note and that specifies which member or manager has the authority to sign the promissory note on behalf of the LLC.

Action by Unanimous Consent:  This is the simplest and easiest way for members to approve the loan.  If all members of the LLC  agree to the loan and its terms, they can sign an Action by Unanimous Consent that contains the resolutions adopted by the members.

Resolutions:  If any member refuses to sign the Action by Unanimous Consent, the members must call a special meeting of the members to consider and vote on the loan and give appropriate notice of the date and time of the meeting to all the members.  The special meeting must be held, the loan discussed, a motion must be made and seconded that the members authorize the company to borrow $X,XXX from <name of lender> on the following terms <state the terms referred to above in the discussion of the Promissory Note> and that <name of member or manager> is authorized to sign the Promissory Note and related documents on behalf of the company.

  • Security Agreement and / or Deed of Trust:  If the lender insists that the Promissory Note be secured by a lien on the LLC’s personal property and/or real property then this is done by having the LLC’s authorized signer sign a Security Agreement (for personal property) and/or a Deed of Trust (for real property).  If the lender gets a Security Agreement the lender must also file a UCC-1 Financing Statement with the Arizona Secretary of State.  If the lender gets a Deed of Trust, the original document must be recorded with the county recorder of the county in which the encumbered property is located.

In addition to the above documents, the lender must write a check payable to the LLC or wire the funds to the LLC’s bank account and the LLC must indicate in its books that it borrowed the funds from the lender.

Purchase Our Do It Yourself Loan Documents

  • Promissory Note – Do-It-Yourself for $47:  A Promissory Note is the legal document signed by a borrower that evidences a promise to repay and the payment terms and conditions.  It specifies the amount owed, if interest will be charged, the interest rate, when payments are due, the amount of payments and the maturity date.  It contains other important terms such as events that can cause a default and allow the holder of the Note to accelerate the entire balance due after a default, late payment charges and increased interest rate after a default.  The Promissory Note is the fundamental loan document, i.e., it is the primary document that evidences the borrower’s legally enforceable promise to repay.  If you are owed money and you do not have a Promissory Note signed by the borrower(s), you are at a great disadvantage if you have to sue to collect the debt.  Suing to collect a debt evidenced by a Promissory Note is one of the easiest types of lawsuits because you only have to prove the borrower gave you a note and didn’t pay in full.  Related Documents:  A Promissory Note can be secured by a lien on personal property (use our Security Agreement for personal property in Arizona) and by a lien on real property (use our Deed of Trust for real property located in Arizona).
  • Limited Liability Company Borrowing Resolution – Do-It-Yourself for $47:  If the borrower or signer on a Promissory Note is limited liability company, the lender must obtain a borrowing resolution from the members of an limited liability company to prevent the company from claiming that the person who signed the Promissory Note or other loan documents did not have the authority to sign for the company and therefore the company is not obligated.  It is prudent business practice to obtain a borrowing resolution.  Commercial lenders almost always require a borrowing resolution as a condition to making a loan.
  • Security Agreement – Do-It-Yourself for $47: If a lender wants to secure payment of a Promissory Note with a lien on personal property located in Arizona, the lender must obtain the borrower’s signature on a document that creates the lien. When the lender has a lien on personal property and the borrower defaults under the Promissory Note, the lender can foreclose on the personal property and sell the encumbered property at an auction and apply the proceeds to the debt. The Security Agreement is the document that when signed by a borrower or a guarantor creates a lien on the signer’s personal property that is described in the Security Agreement. My Security Agreement gives you the option to describe specific items of personal property to be encumbered or you can use the all encompassing language that gives the lender a lien on all of the borrower’s personal property. Note: The Security Agreement is not a stand-alone document. This document is intended to be used with a Promissory Note. There must be a debt or obligation created to which the Security Agreement creates a lien. No debt, no lien. Additional Required Document: The lender/secured party must immediately file a UCC-1 Financing Statement with the Arizona Secretary of State to perfect notice to the world that the lender/secured party has a lien on the collateral described in the UCC-1. For more about the UCC-1 and a link to the form, see Richard Keyt’s article that explains the UCC-1 Financing Statement.

  • Deed of Trust – Do-It-Yourself for $47: The Deed of Trust is the document that creates a lien on Arizona real property to secure payment of a debt or satisfaction of an obligation. It must be signed by a person, people, entity and/or entities that own the real property to be encumbered. The Deed of Trust is the preferred method of obtaining a lien on Arizona real property. Mortgages can also be used to create a lien on Arizona real property, but the Mortgage is rarely used in Arizona. Common Usage: When a borrower gives a lender a Promissory Note to evidence a promise to pay money to the lender and the lender wants security for the loan, the Deed of Trust is used frequently to create a lien on Arizona real property to secure the obligations contained in the Promissory Note. If the borrower / debtor defaults on the Promissory Note or other contractual obligation secured by a Deed of Trust, the lender / creditor can foreclose the Deed of Trust and cause the real property that is encumbered by the Deed of Trust to be sold at an auction to the highest bidder for cash.

Caution #1: A lender does not have a lien on any of the borrower’s real property simply because the borrower signs a Promissory Note or other document that creates a legal obligation that the lender may enforce. If the lender wants a lien on Arizona real property, the lender must get the owner(s) of the Arizona real property to sign a Deed of Trust (best type of lien) or a Mortgage (rarely used in Arizona).

Caution #2: The lender must record the properly signed and notarized Deed of Trust with the County Recorder of the Arizona county in which the encumbered real property is located.

Caution #3: The Deed of Trust will not be valid unless the owner(s) of the Arizona real property owe a debt or other obligation to the lender / secured party. For example, if Bart Simpson borrows $10,000 to buy a car and Homer and Marge give the lender a Deed of Trust on their home, the Deed of Trust will not be valid because Homer and Marge do not owe money or any obligation to the lender. If the lender wants to be able to foreclose on Homer and Marge’s home if Bart defaults on the loan, the lender must have Homer and Marge sign a Personal Guaranty by which they guaranty Bart’s debt and then the Deed of Trust would secure the satisfaction of Homer and Marge’s obligations under the Personal Guaranty, not under the Promissory Note because they did not sign it.

2016-11-16T08:23:51-07:00December 22nd, 2011|FAQs, How Do I, Operating LLCs|0 Comments
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Who Can Own an Arizona Limited Liability Company?

Question:  Are there limitations on who can own a membership interest in an Arizona limited liability company?

Answer:  No.  Arizona limited liability company law does not restrict either the type of person or entity that can own an interest in an Arizona LLC or the citizenship or residence of an LLC owner.  Arizona LLCs can be owned by one person, multiple people, one entity, multiple entities or any combination thereof.  All of the following types of entities can own an interest in an Arizona limited liability company:

  • trust
  • corporation (for profit)
  • nonprofit corporation
  • limited liability company (LLC)
  • limited partnership (LP)
  • limited liability partnership (LLP)
  • limited liability limited partnership (LLLP)
  • general partnership (GP)
  • joint venture (JV)

Any or all of the owners of an Arizona LLC can be non-U.S. citizens and non-U.S. residents.

2016-11-16T08:23:51-07:00December 14th, 2011|FAQs, Forming LLCs, Members|2 Comments
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Can an Arizona LLC Become a PLLC & an Arizona PLLC Become an LLC?

Question:  I have an Arizona LLC, but I want to change it to a professional LLC (a PLLC).  Is it possible and how do I make the change?

Answer:  Yes.  An Arizona LLC can be converted to a PLLC and an Arizona PLLC can be converted to an LLC.  You convert one type of LLC to the other type by filing an amendment to the Articles of Organization with the Arizona Corporation Commission and then publishing the name change in an ACC approved newspaper after the ACC approves the amendment.  The Amendment to the Articles of Organization must be signed by a member of a member managed company or a manager of a manager managed company.  The amendment to the Articles of Organization must satisfy the following requirements:

Converting from an LLC to a PLLC:

The Amendment to the Articles of Organization must contain the following provisions:

1.  A statement of the new name of the company with the correct ending.  Arizona Revised Statutes Section 29-4102.B states:

“A limited liability company organized under a law of this state other than this Article may elect professional limited liability company status by amending its Articles of Organization pursuant to Section 29-3202 to comply with subsection A of this Section and with Section 29-4106.

2. Arizona Revised Statutes Section 29-4106 states:

“The name of a professional limited liability company authorized to transact business in this state shall satisfy the requirements of Section 29-3112, except that the name shall contain the words “professional limited liability company” or the abbreviation “p.l.l.c.”, “p.l.c.”, “pllc” or “plc” in uppercase or lowercase letters.”

2. A statement that the company is a professional limited liability company.

3. A description of the professional service or services that the company is organized to provide.

Converting from a PLLC to an LLC:

The Amendment to the Articles of Organization must satisfy each of the following requirements:

1.  It must contain a statement of the new name of the company with the correct ending.

2.  It must remove the statement in the Articles of Organization that the company is a professional limited liability company.

3. It must remove the statement in the Articles of Organization that describes the professional service or services that the PLLC was organized to provide.

Read “What are the Differences Between an Arizona PLLC vs LLC?“

2021-01-02T16:19:00-07:00October 22nd, 2011|Articles of Organization, FAQs, How Do I, Operating LLCs, PLLCs|0 Comments
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How Do I Form an Arizona LLC without Disclosing My Name?

Question:  I know that Arizona LLC law requires that the names and addresses of all members of a member managed Arizona limited liability company be disclosed in the Articles of Organization filed with the Arizona Corporation Commission.  I also know that anybody who searches my LLC’s name or my name on the ACC’s website will find me and my LLC if I am named in the Articles of Organization.  How can I form an Arizona LLC without disclosing that I am the ultimate owner of the LLC?

Answer:  The cheapest and easier way to form an Arizona LLC without disclosing your name and address is to have your trust own the membership interest in the LLC instead of you.  For this to work, two requirements must be satisfied:

  1. The name of the trust must not include your name or anything that would tie the trust to you.
  2. In the LLC’s Articles of Organization you name the trust as the member or manager and do not put your name in the document.

You should not put an address in the Articles of Organization for the company, a member or a manager that is an address that somebody could tie to you.  Instead, get a Post Office box or a UPS mailbox.

For  more on this topic read my article called “The Confidential LLC – How to Form an Arizona LLC without Disclosing Its Ultimate Owner(s).”

How to Hire Richard Keyt to Prepare a Confidential Trust

If you want me to prepare a Confidential Trust for you, the simplest and least expensive way is to hire me to form your Arizona LLC ($597) and prepare the Confidential Trust for $297, a $200 discount off the $497 price charged if I do not form your LLC.

If you do not hire me to prepare your LLC and you want to hire me to prepare your Confidential Trust for $497, complete my online Confidential Trust Preparation Agreement then print, sign and deliver the signed agreement to me per the instructions on the last page of the form.  You can pay online in our web store or call KEYTLaw legal assistant Michelle Watkins at 480-664-7413 and give her your information over the phone.

2015-10-31T11:31:51-07:00October 15th, 2011|FAQs, How Do I|0 Comments
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Can a Single Member LLC be Taxed as a Partnership?

Question:  Can a single member limited liability company be taxed as a partnership for federal income tax purposes?

Answer:  No.  The following text from the IRS’ website answers the question:

“Over the years, there has been confusion regarding Single Member Limited Liability Companies in general and specifically, how they can report and pay employment taxes.

An LLC is an entity created by state statute. The IRS uses tax entity classification, which allows the LLC to be taxed as a corporation, partnership, or sole proprietor, depending on elections made by the LLC and the number of members. An LLC is always classified under federal law as one of these types of taxable entities.

A multi-member LLC can be either a partnership or a corporation, including an S corporation. To be treated as a corporation, an LLC has to file Form Form 8832, Entity Classification Election (PDF), and elect to be taxed as a corporation. A multi-member LLC that does not so elect will be classified under federal law as a partnership.

A single member LLC (SMLLC) can be either a corporation or a single member “disregarded entity.”  Again, to be treated under federal law as a corporation, the SMLLC has to file Form 8832 and elect to be classified as a corporation. An SMLLC that does not elect to be a corporation will be classified by the existing federal guidance as a “disregarded entity” which is taxed as a sole proprietor for income tax purposes.”

IRS Form 8832 is the form used by an entity to elect a method of federal income taxation that is different from the IRS’ default method (sole proprietorship or disregarded entity for single members LLCs and partnership for multi-member LLCs).  This form is also known as the “check the box” form because an entity can elect a tax method by checking the box on the form.  IRS Form 8832, question 3 reads:

“Does the eligible entity have more than one owner?

Yes. You can elect to be classified as a partnership or an association taxable as a corporation.

No. You can elect to be classified as an association taxable as a corporation or to be disregarded as a separate entity.”

See the IRS article called “Single Member Limited Liability Companies.”

2017-10-07T07:32:40-07:00September 24th, 2011|FAQs, Tax Issues|0 Comments
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Do Single Member LLCs Provide any Asset Protection?

Question:  Some people, including some lawyers, say that a single member limited liability company does not give the member/owner any asset protection.  Is that true?

Answer:  No.  People say this to me all the time.  I also see a lot of articles on the internet that make the same erroneous statement.  I even know of lawyers who spread this myth.

People who claim single member LLCs do not provide any asset protection are ignorant of both asset protection law and LLC law.  If a person or entity forms a single member Arizona LLC to operate a business or to own investment real estate and if the LLC is operated in compliance with applicable laws, the LLC gives its owner the same protection from the LLC’s debts and obligations that Arizona law gives to multi-member LLCs and single shareholder corporations.

Example 1:  Homer Simpson forms an Arizona LLC and owns it as his sole and separate property.  He is the only member.  Homer writes a check to the LLC for $50,000 that the LLC uses to buy a rental home.  The tenant’s mother slips on stairs in the home and dies.  Victim’s family sues the LLC and Homer and attempts to pierce the company veil and hold both the LLC and Homer liable for the family’s damages.  If Homer’s LLC has complied with applicable laws and if Homer did not have anything to do with causing or knowing of the problem with the stairs, Arizona law should protect Homer from any judgment rendered against the LLC that owns the home.  If you think this example is ridiculous, see Kerege v. Viscount Hotel Suite, one of the ten largest Arizona jury awards in 2010 that involved an elderly woman who fell down carpeted stairs in a hotel atrium and died.  The jury awarded the plaintiff $3,000,000.

I am not aware of any Arizona court case that has found the owner of a single member Arizona LLC liable under the fact pattern described above.  If you know of such a case, please send it to me.

I am not saying that the owner of a single member LLC cannot be liable for causing harm in connection with the LLC’s activities.  Never forget this important fact of life:

A person is always liable for harm caused by the person’s acts or omissions even if the acts or omissions arise while acting on behalf of a limited liability company.

Example 2:  Same facts as in Example 1 above except Homer installed the carpeting on the stairs and his installation made a bump on the stairs that caused the tenant’s mother to trip when her foot hit the bump.  Homer’s botched installation job caused the accident so he will be liable for the harm he caused and so will the LLC because he was acting on behalf of the LLC when he installed the carpet.

The result in Example 2 does not mean that a single member LLC does not provide any asset protection.  Homer would not have escaped liability for causing the accident if the LLC had been a multi-member LLC.  The number of members of the LLC is irrelevant in this scenario because Homer’s liability arises because of his bad act.

What is the Source of this Myth?

The reason some people mistakenly claim the single member LLC does not offer any asset protection arises from a misunderstanding of the legal implications of a famous (in LLC lawyer circles) bankruptcy case called “In re Albright,” No. 01-11367 (Colo. Bkrpt. April 4, 2003).  This case involved a woman who was the only member of an LLC that had assets.  She argued that the bankruptcy court could not give the assets of the LLC to her creditors because Colorado LLC law provided that the creditors’ remedy for claims against its sole member was a charging order.  The bankruptcy court rejected that argument and allowed the bankruptcy trustee to sell the LLC’s assets and give the proceeds to Albright’s creditors.

The court made some statements that it may not have liquidated the LLC if it had multiple members.  It said:

“To the extent a debtor intends to hinder, delay or defraud creditors through a multi-member LLC with ‘peppercorn’ co-members, bankruptcy avoidance provisions and fraudulent transfer law would provide creditors or a bankruptcy trustee with recourse.”

This off the cuff statement (called “dictum”*) are the basis on which the nonbelievers claim that single member LLCs do not provide any asset protection.

*Latin for “remark,” a comment by a judge in a decision or ruling which is not required to reach the decision, but may state a related legal principle as the judge understands it. While it may be cited in legal argument, it does not have the full force of a precedent (previous court decisions or interpretations) since the comment was not part of the legal basis for judgment. The standard counter argument is: “it is only dictum (or dicta).”

The Albright case did not involve a claim made against the LLC that arose from the LLC’s activities.  I call this type of claim a bottom up creditor claim.  Instead, the Albright case involved claims MADE AGAINST THE SOLE MEMBER ARISING FROM THE MEMBER’S ACTS OR OMISSIONS.  IT DID NOT INVOLVE A CLAIM THAT AROSE FROM THE ACTIVITIES OF THE LLC AND AN ATTEMPT BY THE CREDITOR TO PIERCE THE VEIL AND HOLD THE SOLE MEMBER LIABLE FOR THE DEBTS OF THE LLC.  See my graphical depiction of bottom up and top down creditors.

It takes quite a leap of ignorant faith to conclude from In re Albright that it stands for the proposition that single member LLCs lack asset protection.  Nationally known asset protection attorney Jay Adkinson says the following about single member LLCs, In re Albright and asset protection on his great website called “Asset Protection Book:”

“Based on Albright, sometimes I hear planners blurt out, “Single Member LLCs provide no asset protection!” This is wrong. The lack of charging order protection is a far cry from concluding that SMLLCs are “worthless” as asset protection vehicles. SMLLCs may still provide substantial protection for owners against the liabilities of the entity itself, which are so-called “internal liabilities”.

For example: SMLLC owns a strip mall and is successfully sued by one of the tenants. If the SMLLC is adequately capitalized, is not the alter ego of the sole member, and is not used to perpetuate a fraud, the tenant may not assert liability against the member.

There is no reason that a SMLLC should be treated much differently from a sole shareholder corporation. Historically, sole shareholder corporations have contained liability within the entity and shielded the liability away from its owners.

To summarize, even if SMLLCs do not offer the same charging order protection as multiple-member LLCs, they can still be very valuable business planning vehicles. Certainly, it is preferable from a liability standpoint to own one’s business in a SMLLC than to run it as a sole proprietorship. But of course, where external liability is a concern and it is feasible to add another member, that should be done so that charging order protection arises.”

To learn more about this topic and attacks by creditors on the charging order protection offered by LLC laws in states outside Arizona, read my article called “Beware of the Single Member LLC.”

For People Who Want to Form an LLC Themselves

If you think you might want to create a do-it-yourself Arizona LLC you must read Arizona LLC attorney Richard Keyt’s article called “Step by Step Guide: How to Form Arizona LLC 2019 in (6 Easy Steps).”

2019-10-26T15:22:13-07:00August 27th, 2011|Asset Protection, Charging Orders, FAQs, Veil Piercing|0 Comments
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Beware of the Parent LLC that Owns a Subsidiary LLC

Question:  My accountant says that I should form a parent LLC that will own subsidiary LLCs to reduce the administration headaches and expenses.  Should I have a parent LLC own three other LLCs that each own a rental property?

Answer:  It depends on your risk tolerance.

A lot of people ask me what I think about the parent – subsidiary entity structure. This structure exists when one LLC (the parent LLC) owns one or more other LLCs (subsidiary LLCs).

Most people understand that maximum asset protection requires that you put one real estate property or one business in an LLC that owns no other property or operates no other businesses. We all know what happens if you put all your eggs in one basket and drop the basket – you lose all your eggs. The primary reason to put real estate properties and businesses in separate limited liability companies is so that a financial problem with one does not affect the value of any other properties or business.

There are several disadvantages with owning multiple entities. They are more expensive to create and operate. The administrative burdens such as bookkeeping and tax returns are multiplied. You need a separate bank account for each entity. Multiple entities are more work and cost more than a single entity.

Some people create a parent – subsidiary entity structure to reduce the burdens of owning and operating multiple limited liability companies. The parent – subsidiary structure exists when multiple entities (the “subsidiaries”) are owned by a single entity (the “parent”). Many accountants recommend the parent – subsidiary structure to reduce administrative burdens and costs. Some people create this structure when they own a lot of LLCs that have rental real estate properties and want to have a parent LLC that is a property management company.

The problem with the parent – subsidiary structure is that you are taking your carefully and expensively created separate entities that you formed to maximize asset protection and putting them all in one basket. If a creditor sues the parent and gets a judgment against the parent, the creditor can reach all of the parent’s non-LLC assets, but if the subsidiary LLCs are Arizona LLCs the creditor can only serve a charging order on every subsidiary entity.  The charging order would require the subsidiary LLCs to make all future distributions of money or property to the creditor instead of to the parent LLC.

You may think the risk of having a claim brought against the parent is low, but it may not be. For example, if you are driving to meet a prospective tenant who wants to rent a home owned by LLC #1 and you run a red light and kill or injure somebody, you and the parent and LLC #1 will be sued and you and the two LLCs will be liable. If the judgment exceeds the parent’s insurance coverage, the creditor will take everything the parent owns until the judgment is satisfied.

If you are contemplating the parent – subsidiary entity structure, you will have to decide, which is more important: (i) maximizing asset protection, or (ii) minimizing administrative burdens or expenses.

P.S. If you do have a parent – subsidiary structure, make sure that your insurance coverage is adequate.

2023-10-24T10:19:35-07:00August 13th, 2011|FAQs|2 Comments
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How Do I Acquire an Ownership Interest in an Arizona LLC as Separate Property?

Question:  My spouse and I are Arizona residents.  I formed an Arizona LLC by filing Articles of Organization that state that I am the sole member.  Even though I was married when I formed the LLC, my spouse is not listed in the Articles of Organization as a member of my LLC.  How do I prove that I am the sole owner of the LLC and that my spouse does not own one half of the LLC as community property?

Answer:  You must have your spouse sign a written document (I call it a Disclaimer of Membership Interest in an Arizona Limited Liability Company) in which the non-owner spouse acknowledges that the non-owner spouse does not have any ownership interest in the owner spouse’s membership interest in the LLC.

Arizona Revised Statutes Section 25-211.A states:

“All property acquired by either husband or wife during the marriage is the community property of the husband and wife except for property that is:

1. Acquired by gift, devise or descent.

2. Acquired after service of a petition for dissolution of marriage, legal separation or annulment if the petition results in a decree of dissolution of marriage, legal separation or annulment.

The word “devise” means inheriting property through a will.  The word “descent” means inheriting property from a relative who died without a will.

If you are a resident of Arizona who is married and you form an Arizona LLC or if you acquire a membership interest in an Arizona LLC while you are married your spouse will own a community property interest in the company with you EVEN IF HE/SHE IS NOT NAMED IN THE ARTICLES OF ORGANIZATION, AN OPERATING AGREEMENT OR ANY OTHER  LLC DOCUMENT unless Section 25-211.A applies to make your ownership separate property.  The legal consequence of owning as community property is that each spouse owns an undivided one half of the total amount of the membership interest.  For example, if the spouse named in the Articles of Organization as a member owns 100% or 50% of the LLC, community property ownership means each spouse owns 50% and 25% respectively of the LLC.  If you divorce, each spouse will be entitled to his/her one half membership interest or other property of equivalent value.

How to Create a Separate Property Ownership Interest in an Arizona LLC

If a married resident of Arizona wants to own his or her interest in an Arizona LLC as separate property rather jointly with the other spouse as community property, the owner spouse must obtain the signature of the non-owner spouse on a document in which the non-owner spouse disclaims any ownership of the membership interest in the LLC.  If the non-owner spouse will not sign a disclaimer, the LLC will be owned equally by the two spouses as community property unless Section 25-211.A applies to make the LLC membership interest separate property.

Purchase Arizona LLC attorney Richard Keyt’s Disclaimer of Membership Interest in an Arizona Limited Liability Company

If you are a married Arizona resident and you want own your membership interest in an Arizona LLC as separate property, you need to purchase my Disclaimer of a Membership Interest in an Arizona Limited Liability Company form for $47.  As soon as your credit card payment is approved, you will receive an email message with the disclaimer attached as an Abode pdf fillable form.  Simply type the information into the blank spaces, print the document and present it to the non-owner spouse for signature.

Click to purchase the Disclaimer of a Membership Interest in an Arizona Limited Liability Company form

2016-11-16T08:23:53-07:00August 8th, 2011|FAQs, How Do I|0 Comments
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How Do I Amend the Articles of Organization of an Arizona LLC?

Question:  One of the members of my member managed Arizona LLC has ceased to be a member.  I know that Arizona LLC law requires that the LLC amend it Articles of Organization on file with the Arizona Corporation Commission.  How do I amend the Articles of Organization?

Answer:  Arizona Revised Statutes Section 29-3202 requires that a member of a member managed Arizona LLC must prepare Articles of Amendment to the Articles of Organization and file it with the Arizona Corporation Commission if a member named in the Articles of Organization on file with the ACC ceases to be a member or if the Articles of Organization does not name a person or entity who is a member.  The same is true of of a manager managed Arizona LLC if:

A.  A person or entity acquires 20% or more of the capital or profits of the company (for example:  a 5% owner becomes a 20% owner); or

B.  A person or entity named in the Articles of Organization ceases to own a 20% or greater interest in the capital or profits interest of the company.

See also my article called “When Must an Arizona LLC Amend Its Articles of Organization?“

 

2021-01-02T16:23:12-07:00July 31st, 2011|FAQs, How Do I|0 Comments
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How Do I Prepare a Notice of Publication for a New Arizona LLC?

Question:  I know Arizona LLC law requires that I prepare and publish a Notice of Publication in the an Arizona Corporation Commission approved newspaper for three consecutive publications.  What is a Notice of Publication and where can I get it?

Answer:  Effective January 1, 2017, Arizona’s LLC law was modified to provide that a Notice of Publication must be published in a newspaper only if the LLC’s known place of business is outside Maricopa County or Pima County.  The Notice of Publication is a document that every new LLC with a known place of business in a county other than Maricopa or Pima must prepare and deliver to an ACC approved newspaper in the county in which the LLC has its known place of business as stated in its Articles of Organization filed with the Arizona Corporation Commission.  If you need a Notice of Publication, just copy and paste the below text into your word processor and edit it to add the information for your LLC.

Use the following form Notice of Publication for an LLC that is member managed.

Notice For Publication

ACC File Number: __________________

1.   Articles of Organization have been filed in the office of the Arizona Corporation Commission for _________________________________________________, LLC

2. The address of the known place of business of the company is:  _____________________________________________________.

3. The name and street address of the company’s agent for service of process are:  _____________________________________________________.

4. Management of the limited liability company is reserved to the members.

5. The name(s) and address(es) of each Member of this limited liability company are:  _____________________________________________________.

Use the following form Notice of Publication for an LLC that is member managed.

Use the following form Notice of Publication for an LLC that is manager managed.

Notice For Publication

ACC File Number: __________________

1.   Articles of Organization have been filed in the office of the Arizona Corporation Commission for _________________________________________________, LLC

2. The address of the known place of business of the company is:  _____________________________________________________.

3. The name and street address of the company’s agent for service of process are:  _____________________________________________________.

4. Management of the limited liability company is vested in a manager or managers.

5. The name(s) and address(es) of each Manager of this limited liability company are:  _____________________________________________________.

[Option 1:  If no members owns 20% or more of the LLC use the following sentence and delete Option 2.]

6.  No member of the limited liability company owns a twenty percent or greater interest in the capital or profits of this limited liability company.

[Option 2:  If any member owns 20% or more of the LLC use the following sentence and delete Option 1.]

6.  The name(s) and address(es) of each Member who owns a twenty percent or greater interest in the capital or profits of this limited liability company are:  _____________________________________________________.

2017-01-07T04:57:21-07:00July 29th, 2011|FAQs, Forming LLCs, How Do I|2 Comments
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