Section 2.1 Articles of Organization Submitted to the Arizona Corporation Commission
On the day we file the Articles of Organization with the Arizona Corporation Commission or the following day our LLC legal assistant will email to the contact person for your LLC a copy of the Articles of Organization that we submitted to the Arizona Corporation Commission (the “ACC”). The Articles of Organization is the foundation document that forms the Company when it is approved by the ACC. The Articles of Organization will have the following stamp on it:
<date the Articles of Organization were submitted to the ACC>
ARIZONA CORP. COMMISSION
This stamp on the Articles means that the ACC received the Articles of Organization that we submitted on the date indicated, but it does not mean that the ACC approved the Articles of Organization and the company has completed the formation process. This copy of the Articles of Organization is a temporary copy that you can discard when you get a copy of the Articles of Organization approved by the ACC.
Section 2.2 How to Get a Copy of the Filed Articles of Organization Approved by the Arizona Corporation Commission
Approximately 5 – 7 days (or 25 – 30 days if your purchased a Bronze LLC package and did not pay an additional $35 to upgrade to expedited filing) after the Articles of Organization were submitted to the ACC, the ACC will approve the Articles of Organization. See the ACC’s current document processing times. The ACC usually takes its time mailing the approved Articles of Organization and its letter of approval to us, but the ACC will post the approved Articles on its website 3 – 5 days before we get it in the mail.
If you are in a hurry to obtain a copy of the approved Articles of Organization with the ACC filed stamp on it, you will be able to download the AOO with the ACC’s approved Articles on the ACC’s website every day beginning four days after after the Articles were filed. Go to the ACC’s website and search for your LLC. Enter your LLC’s name in the field on the top right under the word “Name.” Click on the link on your LLC’s name.
Look for the area called “Scanned Documents” then click on the link to the left of the text Articles of Organization. Print or download the approved Articles of Organization. Save the document with the rest of the LLC’s records.
When the ACC reviews and approves the Articles of Organization it will send us: (i) a letter notifying us that the Articles were approved and filed, and (ii) a copy of the Articles of Organization with the following stamp on it:
AZ CORPORATION COMMISSION
<date the Articles of Organization were filed>
FILE NO <**the ACC’s file number>
** The ACC will insert the company’s ACC file number here. You may never need the company’s file number, but if you need it, this is where you can find the number.
The Articles of Organization approved by the ACC is an important document. Keep it in a safe place. Third parties such as banks, lenders and title insurance companies may ask to see the filed Articles of Organization from time to time. If you ever lose your copy of the filed Articles of Organization, go to the ACC’s website, search the name of your LLC then print the filed Articles of Organization.
Section 2.3 When the New Company May Begin Doing Business
A new Arizona LLC is formed/born/created on the date its Articles of Organization are filed with the ACC. The LLC we formed for you was born as of the date stamped on the Articles of Organization we emailed to you. It may begin its business operations and enter into binding legal agreements as of that date. If you first obtain a federal employer identification number (see Sections 11.1 – 11.8 below for information about how to get an EIN from the IRS) for the company, you may open a bank account in the company’s name immediately.
Section 2.4 Wait Until Articles of Organization are Approved Before Taking Certain Action
You should wait until the Articles of Organization are approved by the ACC before conveying any real property to the company or paying or incurring any expenses that are dependent on the name of the company such as letterhead or print advertising. It could be a disaster if you recorded a deed of real property to the company and the ACC later rejected the Articles of Organization for any reason. You would also not want to spend $1,000 on printed materials and then find out that the ACC rejected the Articles of Organization because of a problem with the proposed name of the LLC.
Section 2.5 When the ACC Will Approve the Articles of Organization
The ACC will approve or reject the new LLC’s Articles of Organization one or four weeks after the document was submitted to the ACC. The wait period to review newly filed Articles depends on which filing fee was paid. The shorter period applies for Silver and Gold LLC purchasers and Bronze purchasers who paid an additional $35 for expedited filing. The longer period applies for Bronze LLC purchasers who didn’t upgrade to expedited filing). To learn exactly when the ACC will review Articles of Organization go to the ACC’s document processing time web page.
When we receive the ACC’s letter approving the Articles of Organization and a copy of the Articles with the ACC’s filed stamp on it we will send the two documents to your LLC’s contact person. The ACC typically delays mailing approved Articles of Organization to us for a week or more after the Articles are approved.
To check if the ACC approved your LLC’s Articles of Organization go to the ACC’s entity search web page and search the name of your company. If the ACC’s website shows the company’s domestic address, statutory agent, and names and addresses of members and managers, the ACC approved the Articles of Organization. To download a copy of the ACC approved Articles of Organization with the ACC’s filed stamp on it click on the rectangular icon with numbers in it that is under the column “Scanned Documents”and immediately to the left of the document titled “Articles of Organization.” Print this document and save it in the LLC’s portfolio behind the tab titled “Articles of Organization.”
Section 2.6 Publication of the Notice of Publication in a Newspaper
The newspaper publication requirement only applies to new LLCs with a known place of business that is not located in Maricopa County or Pima County. Arizona Revised Statutes Section 29-635.C requires that all newly formed Arizona LLCs with an office not in Maricopa County or Pima County publish a Notice of Publication in a newspaper in the county in which the LLC has its known place of business within sixty days of the ACC approving the Articles of Organization.
Notice for LLCs We Form Whose Place of Business is not in Maricopa County and Pima County: If your LLC has its place of business in a county other than Maricopa County or Pima County, we will put in the LLC’s Articles of Organization that the LLC’s address is c/o KEYTLaw, LLC, 7373 E. Doubletree Ranch Road, Suite 165, Scottsdale, AZ 85258. We do this to save you money. If we published outside of Maricopa County we would have to charge you an additional amount for the cost of publishing that exceeds our Maricopa County fee of $35. Newspapers outside of Maricopa County rip off the public because there is no competition. After the ACC approves the Articles of Organization, your LLC should change its address with the ACC to its actual place of business by filing an LLC Statement of Change of Known Place of Business Address.
Section 2.7 What to Do If the ACC Rejects the Articles of Organization
The ACC no longer provides a pre-filing name-check service for the public to get a quick nonbinding opinion from the ACC as to whether a proposed LLC name is available in Arizona. Although the ACC does have a name reservation service, reserving a name does not guaranty that the ACC will approve the name when the Articles of Organization are filed. The ACC may reject the filing of the Articles of Organization if the name cannot be distinguished from the name of another Arizona entity.
In the unlikely event the ACC rejects the Articles of Organization, the ACC will mail the rejected Articles to us and we will fix the problem and resubmit the corrected Articles of Organization to the ACC. It is very rare for the ACC to reject Articles of Organization that we prepare and submit.
When the ACC rejects the Articles of Organization, the company has thirty days from the date of rejection to refile the Articles of Organization and correct the problem that caused the rejection. If the rejected Articles of Organization are corrected and resubmitted to the Arizona Corporation Commission within thirty days of the date the ACC rejected the Articles of Organization, the company will retain its original formation date (the date its Articles of Organization were first submitted to the ACC) and not have to pay an additional fee to the ACC.
In summary, if the ACC rejects the Articles of Organization and the problem is corrected within thirty days from the date of rejection, the ACC treats it as if the rejection never happened and the Articles of Organization will be approved as of the original filing date.
Section 2.8 When a Confidential Trust Owns an Interest in Your LLC
This Section applies only if I created a Confidential Trust for one or more members of the company. The Confidential Trust is not a trust that avoids probate or that is for estate planning purposes. The sole purpose of the Confidential Trust is to hold title to an Arizona limited liability company, limited partnership or corporation so that the name of the person who creates the trust and who is its sole beneficiary will not be disclosed on the public records of the Arizona Corporation Commission or the Arizona Secretary of State.
Your Confidential Trust has the following characteristics:
a. It is revocable, which means the trustmaker can amend it at any time unless you are incompetent.
b. The trustmaker may be either a single person or a married couple.
c. The sole beneficiary or beneficiaries during the lifetime of the trustmaker(s) is the single person or if the trustmakers are a married couple, both spouses.
d. The trustmaker(s) can name one or more successor trustees to take over as trustee after the death or incapacity of the initial trustee or or both initial trustees if there are two initial trustees.
e. On the death of the sole trustmaker/beneficiary, the trustee is directed to distribute all of the assets held in the trust to the estate of the deceased trustmaker or to the revocable living trust created by the trustmaker(s) for estate planning purposes if and only if that trust is named in the Confidential Trust as the beneficiary.
f. On the death of the a married trustmaker/beneficiary, the surviving spouse becomes the sole beneficiary and trustee.
g. On the death of the surviving spouse, the successor trustee is directed to distribute all of the assets held in the trust to the estate of the surviving spouse or to the revocable living trust created by the trustmaker(s) for estate planning purposes if and only if that trust is named in the Confidential Trust as the beneficiary.
h. The trustmaker(s) may add additional assets to the trust by titling the assets in the name of the Confidential Trust using the following format:
<trustee’s name>, Trustee of the <trust name> Trust dated <trust date>, and any amendments thereto
Example: If Homer Simpson were the trustee of the Laguna Beach Trust created under a Confidential Trust Agreement dated October 10, 2015, that assets titled in the name of that trust should be titled as follow:
Homer Simpson, Trustee of the Laguana Beach Trust dated October 10, 2015, and any amendments thereto
i. The Confidential Trust can be used to hold title confidentially to an Arizona corporation, LLC or limited partnership without disclosing the name of the trustmaker if the name of the trust does not contain any part of the trustmaker’s name.
j. Because the Confidential Trust is a revocable trust, it does not need a separate federal identification number (EIN) from the IRS. If the trustmaker wants to open a bank account in the name of the trust, give the bank the trustmaker’s SSAN. All income and expenses of the trust each year will be reported on the trustmaker(s) federal income tax return.
The Confidential Trust is not intended to do and does not do any of the following:
A. Provide asset protection.
B. Allow for assets to be held in trust after the death of the single trustmaker or the surviving spouse. All assets are distributed immediately after death to the estate of the deceased trustmaker or to the revocable living trust created by the trustmaker(s) for estate planning purposes if and only if that trust is named in the Confidential Trust as the beneficiary.
C. Avoid probate for the assets held in trust if the future beneficiary is the estate of the initial beneficiary.
D. Reduce or eliminate any federal or state estate or inheritance taxes on the death of a trustmaker.
If you want a trust that accomplishes any of the purposes listed in A – D, do not use my Confidential Trust. You must use a comprehensive estate planning trust instead. I can prepare such a trust, but it costs more and would require you to sign an engagement letter. See the contents and costs of my Wills, Trusts and related estate planning services.
If you would like to learn more about how to protect your most valuable asset – your family, click on this link to get our free book called “Family Asset Protection” and we will mail you a free hard copy of the book. We will also send you an email with your user name, password and logon URL so you can access the online version of Family Asset Protection.
If you want to make any substantive changes to your Confidential Trust, mark the changes on the appropriate page(s) of the trust agreement and fax the pages to estate planning attorney Richard C. Keyt at 602-287-6890. Richard C. Keyt charges $295 an hour to make substantive changes to the trust agreement.
Make sure that the trustmaker(s) have signed the trust agreement in front of a notary. After signing, please mail or fax a copy of the signed trust agreement to me.