480-664-7478|rk@keytlaw.com

LLC Law Blog

Arizona Corporation Commission Creates Authorized Filers

On June 29, 2021, the Arizona Corporation Commission added new features to its online service.  These new features are called “owners” and “authorized filers.”

  • Owner.  The owner of an account for an LLC, PLLC or corporation created on the ACC’s online website is the person whose user name and password was used to login to the ACC’s website and who then formed the LLC, PLLC or corporation.  Only companies created online after May 21, 2018, have owners.  Companies created by filing paper forms do not have owners.  ACC staff can add an owner to a company if the company does not have an owner.
  • Authorized Filer.  The owner of the account for an LLC, PLLC or corporation can add one or more people as “authorized filers” for the owner’s company.  Authorized filers can login to the ACC’s website then use the ACC’s online services to make changes to the company for which the person is one of its authorized filers.

For all companies created online after May 21, 2018, only the owner of the company’s ACC account and the company’s authorized filers can file changes to the company using the ACC’s website.  Companies created by filing paper documents do not have an owner.

Here’s the ACC’s info about authorized filers and owners:

2021-07-10T11:18:48-07:00July 10th, 2021|AZ Corporation Commission, Forming LLCs|0 Comments
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We Got Another Nice Review

I don’t usually insert reviews I get into a blog post, but yesterday I got a very nice review I want to share with you.  Here is the review:

If you are ready to start your LLC, this is the office you need to call. The process is so streamlined, the people are so knowledgeable & kind, & they work INCREDIBLY fast. I was absolutely shocked at how quickly things were done & could not be more pleased. The reasonable fees up front are well worth the potential liability avoided in the future. The items completed for my business by this office would have taken days or weeks for me to research & execute myself, & even then I could not be sure they were done properly without an attorney reviewing them. The follow up support is also wonderful & the informational emails the office sends out on a regular basis have been very valuable. If you are on the fence, don’t think twice. Spend a little now for excellent service & LLC setup done properly, save a lot later by avoiding mistakes that can cost dearly in the future. Your business is important, do it right. Cannot recommend enough!

People love my LLC formation services, which is why I have 373 five star reviews on Google, Facebook and Birdeye.

2021-02-13T09:02:48-07:00February 13th, 2021|Miscellaneous|0 Comments
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3 Ways Your Loved One Will Be Harmed If You Own an LLC & Do Not Prepare for Death

If a member of an Arizona LLC dies and the member did not take action to protect the member’s loved one(s) bad things will happen.  The failure to plan for death creates the following problems:

1. The membership interest of the deceased member may not be inherited by the person or people the deceased member would want to inherit the membership interest.

2. A person who inherits the membership interest of a deceased member of a multi-member LLC will not be a member of the LLC.  Instead, the heir will acquire only an economic interest in the LLC, which means the heir(s) will not be able to vote on any issue or receive records that all members have a right to receive.

3. The person who inherits the LLC interest may have to do an expensive and time consuming court probate to change ownership of the LLC.

Click on the blue text below or the + icon to open the text box to see the explanation of each problem.

If you do not have a will or a trust that states who inherits your interest in the LLC if you die the LLC will go to the person or people selected by the intestate succession law of your state of residence.  Your state’s plan for who inherits may be different from who you want to inherit the LLC.

If you are an Arizona resident see “Who Inherits Property of an Arizona Resident Who Dies without a Will or a Trust?“

Example 1: Bob Jones owns his LLC as his separate property.  He is married to Linda and has two children from a prior marriage.  Bob wants Linda to inherit all of his valuable LLC.  Bob dies without a Will or trust that designates who inherits the LLC.  The law of intestate succession of Bob’s state of residence gives one half of the LLC to Linda and the other half to Bob’s children equally.

Solution:  Bob should have signed a will or a trust that named Linda as the sole heir of Bob’s interest in the LLC.

Example 2: Bob Jones invests $90,000 in J&F LLC and owns a 90% membership interest.  Linda is Bob’s significant other of 20 years. Ned Flanders invests $10,000 and owns 10%.  Bob dies without a Will or a trust.  Instead of the 90% interest in the LLC going to Linda the law of intestate succession of Bob’s state of residence gives the LLC interest to Bob’s son whom Bob hasn’t heard from in 25 years.  Linda gets none of the LLC.

Solution: Bob should have signed a will or a trust that named Linda as the sole heir of Bob’s interest in the LLC.

Example 3: Bob Jones is single and has three kids.  Bob wants his entire interest in his LLC to go to his daughter Maggie who works in the business with Bob. Bob dies without a Will or trust.  The law of intestate succession of Bob’s state of residence gives the LLC interest equally to Bob’s three kids.  Maggie gets one third of the LLC instead of all of it.

Solution: Bob should have signed a will or a trust that named Maggie as the sole heir of Bob’s interest in the LLC.

Example 4: Bob Jones is single.  He wants his brother James to inherit his LLC.  Bob dies without a Will or a trust.  The law of intestate succession of Bob’s state of residence gives the LLC interest to Bob’s parents.  James gets nothing.

Solution: Bob should have signed a will or a trust that named Linda as the sole heir of Bob’s interest in the LLC.

Arizona Revised Statutes Section 29-3502 states:

A. A transfer, in whole or in part, of a transferable interest does not entitle the transferee to either of the following:

(a) participate in the management or conduct of the company’s activities and affairs.

(b) . . . have access to records or other information concerning the company’s activities and affairs.

B. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

This statute prevents an heir from voting on LLC matters and getting information about the LLC.

Example 5: Same facts as Example 2 above, but the good news is that Bob’s Will left Bob’s 90% interest in the LLC to Linda.  Because of Section 29-3502 Linda does not have any voting rights and can’t get any information about the LLC.  Linda inherited only an economic interest in the LLC, not a membership interest.  This means that Ned Flanders who owns 10% of the LLC is the only voting member and now has total control of the LLC that Linda has a right to receive 90% of the and distributions.

Solution:  The Operating Agreement of the LLC signed by Bob and Ned should have had a clause that stated that Bob’s heir Linda would automatically become a member of the LLC entitled to all rights of membership on Bob’s death.  Our Operating Agreements contain this language.

If you die and your LLC is not owned by your trust your heir(s) may be forced to open a probate with a court in your state of residence to transfer ownership of the LLC to your heir(s).  We are Arizona probate lawyers.  Our fee to do an uncontested Arizona probate is $2,500 – $3,500 and it takes five or six months.

If you are an Arizona resident and the value of ALL of your personal property including your LLC is less than $75,000 your heir(s) can avoid probate by preparing a small estate affidavit.

Example 6:  Bob dies without a Will or a trust.  The total value of his personal property exceeds $75,000.  Bob’s wife inherited his LLC interest under Arizona’s law of intestate succession, but she has to spend $3,500 to hire an attorney to do a probate.

Solution: If Bob had signed trust the LLC interest would have passed automatically to his wife on Bob’s death without the need for a probate.

2023-11-01T10:18:05-07:00November 26th, 2020|FAQs, How Do I, Members, Operating Agreements|0 Comments
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IRS Employer ID Number (EIN) Warning for New LLCs & Corporations

The Internal Revenue Service has an online wizard that allows people to apply for and receive an employer identification number (EIN) for a company in a 5 – 10 minute data entry session. Companies need an EIN to open a bank account and file federal tax returns.  See our EIN online wizard video that shows how to complete the online application.

Usually the online EIN wizard works great and people can quickly get an EIN for a newly formed company.  Unfortunately the online wizard sometimes rejects an EIN application because of “Reference Number 101,” which usually means the company’s name is the same as or too similar to another company’s name.  The wizard displays this message:

“We are unable to provide you with an EIN.  We apologize for the inconvenience, but based on the information provided we are unable to provide you with an EIN through this online assistant.  Please call 1-800-829-4933 for assistance. When outside the US, call 267-941-1099. TTY/TDD: 1-800-829-4059.  Please have your information readily available, and mention reference number 101.”

If you get the above message then your company must apply for its EIN by faxing its SS-4 application to the IRS at 855-641-6935. After getting this rejection message we’ve called the IRS and been told that it will be 45 days before the IRS issues the EIN.

Note: A one member LLC or an LLC owned only by a married couple as community property can use the social security number of one of the members to open the LLC’s bank account.

If getting your new company’s EIN immediately instead of in 45 days you have two options: (1) go with your desired name and take a chance that the EIN application will not be rejected, or (2) make the name of your company unique and a name that no other company will have.

2021-08-18T10:38:31-07:00October 28th, 2020|Forming LLCs, How Do I, Tax Issues|0 Comments
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Why Your Name in Your LLC’s Articles of Organization Should Be the Name on Your Driver’s License or Passport

Section 326 of the USA PATRIOT Act is a statute that is intended to prevent the funding of terrorism and money laundering.  This federal law requires financial institutions such as banks and credit unions to verify and record the identity of every person who opens an account.  To open a bank account you must be able to verify your name, physical address, mailing address an date of birth.

Here are documents that you can present to a bank to verify:

  • Who you are:  driver’s license, social security card, passport, birth certificate, marriage certificate, divorce decree, legal name change certificate or state issued id.
  • Your Social Security Number (SSN):  social security card.
  • Your Address: driver’s license, state issued ID, a bank statement, a current phone or utility bill that shows your home address, not a P.O. Box.
  • Your Birthday: driver’s license, U.S. passport, birth certificate, or state issued ID

Accounts for an Entity

If an account is being opened for a limited liability company, corporation or partnership the bank or credit union is required to ask for and verify identity information (name, address, date of birth, social security number and identification documents) for:
  • Each individual that has beneficial ownership (25% or more) in the entity; and
  • One individual that has significant managerial responsibility for the entity.

Bottom line:  When you form a new Arizona limited liability company and you are to be named in the Articles of Organization as a member or manager your name in the AOO should be exactly as it reads on your driver’s license, passport, state issued ID or birth certificate.  If your name in your Arizona LLC’s Articles of Organization is not identical to your name on one of those documents a bank may refuse to open a bank account for the LLC.

2020-10-25T10:10:50-07:00October 24th, 2020|Articles of Organization, Forming LLCs|0 Comments
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September 1, 2020, All Arizona LLCs are Governed by Arizona’s New LLC Law that Took Effect September 1, 2019

A year ago Arizona’s new LLC law became effective as to all LLC and PLLCs formed in Arizona after August 31, 2019.  Today Arizona’s new LLC law applies to all Arizona LLCs and PLLCs formed before September 1, 2019.  Bottom line is ALL Arizona LLCs and PLLCs regardless of when they were formed need an Operating Agreement that is written for Arizona’s current LLC law, not the LLC law that was repealed on September 1, 2020.

Warning for ALL Arizona LLC Owners: Members of all Arizona LLCs should read Arizona LLC attorney Richard Keyt’s article called 13 Ways Arizona’s New LLC Law Harms LLC Members: Why All Arizona LLCs Need an Operating Agreement that Eliminates the Harmful Provisions of Arizona’s New LLC Laws and learn how Richard Keyt’s Operating Agreement eliminates the harm.  Ignorance will not be bliss. Our fees for a new LLC law compliant Operating Agreement are $$297 for a one member LLC or an LLC owned by a married couple and $$797 for for a multi-member LLC.   To hire Richard to prepare a custom Operating Agreement for an Arizona LLC or PLLCs submit his online LLC formation questionnaire.

2020-10-17T10:38:19-07:00September 1st, 2020|Operating Agreements, Operating LLCs|0 Comments
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We Formed 65 LLCs in July 2020, a Firm Monthly Record

July of 2020 was a record-setting month for our LLC formations.  We formed 65 new Arizona LLCs and PLLCs that month.  Thanks to all of our new clients.  People love our low priced LLC formation services, which is why we have 373 five star reviews on Google, Facebook and Birdeye.  See the contents and prices of our three LLC packages.  Complete our online questionnaire to hire us to form an LLC or call Arizona LLC attorney Richard Keyt at 480-664-7478.

2020-09-01T18:29:30-07:00August 1st, 2020|Forming LLCs, Miscellaneous|0 Comments
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Remembering Our Fallen Heroes on Memorial Day

Memorial Day originated in the nineteenth century as a day to remember the U.S. soldiers who gave their lives in the American Civil War by decorating their graves with flowers. It is the day Americans remember the military men and women who died while serving our country. It is a day when people decorate the graves of our fallen military heroes.  Memorial Day this year is May 27, 2024.

From World War I to today, more than 40 million Americans have served in the U.S. military.  Over 1,136,000 people were wounded in combat and 660,000 gave their lives for our country.

Hymn to the Fallen

John Williams’ beautiful song “Hymn to the Fallen” plays as the video visits cemeteries around the world where Americans who made the ultimate sacrifice fighting for freedom are buried.  The video also tells how many Americans are buried at each cemetery.

Duty, Honor Country

by Five Star General Douglas MacArthur

The motto of the United States Military Academy at West Point is “Duty, Honor, Country.” On May 12, 1962, retired 82-year-old U.S. Army General Douglas MacArthur, holder of the Medal of Honor and the leader of the Army in the Pacific theater during World War II, gave his now famous 34-minute “Duty, Honor, Country” speech without notes to the entire corps of 2,100+ West Point cadets. This speech is my favorite speech of all time on any topic. I re-read it several times a year because: (i) what the General says about military service and sacrifice and Duty, Honor, Country moves and inspires me, and (ii) what he said then is as true now as it has always been throughout the history of the U.S. military. I recommend you read the entire text of the speech and listen to an audio of the General’s speech. (more…)

2024-05-26T07:31:17-07:00May 30th, 2020|Miscellaneous|0 Comments
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Arizona Corporation Commission Adds 2 Hour & Same Day / Next Day Services

On April 22, 2020, the Arizona Corporation Commission announced that it added 2 hour and  “Same Day / Next Day Services.”  These filing fees are $400, $200 and $100, respectively.  Nevertheless I am still able to file LLC Articles of Organization and get them approved by the ACC on the same day for the $85 expedited filing fee.

The following is the text of the ACC’s notice about its new services and fees.

SAME DAY/NEXT DAY SERVICES

Services offered:

Same Day/Next Service will allow for 2-hour, same day or next day processing for a fee.

  • Does not guarantee approval of a filing
  • Only guarantees examination by stated time, not necessarily receipt of the document

***NOTE: Corporations Division will no longer accept “urgency requests”***

Fees:

2-Hour: $400

  • Must be received by 3:00 p.m.
  • Will be examined within 2 hours of the time the document was received

Same Day: $200

  • Must be received by 10:00 a.m.
  • Will be examined by 5:00 p.m. the same business day

Next Day: $100

  • Must be received by 5:00 p.m.
  • Will be examined by 5:00 p.m. the next business day

Fees are in addition to document filing fee.

Restrictions:

  • Although documents can be filed online on the weekends or the holidays, the same day/next day clock begins the next business day at 8:00 a.m. AZ time.
  • Document limit may apply to restructuring filings (mergers, domestication, conversions and divisions), foreign entity filings and changes – we will evaluate this on a case by case basis.
  • We will not accept mailed documents for same day/next day filing. This includes FedEX and other overnight services.
  • We do not offer pre-clearance. To avoid rejections, please make sure that you know the requirements for the filing and have provided everything that is needed.

Delivery of documents:

  • We will accept documents online, via fax and by walk-in.
  • Faxes will only be accepted at 602-542-0900
  • Walk-ins accepted in Phoenix and in Tucson
  • One Cover Sheet cannot include both regular processing and expedited/same day-next day processing. One Cover Sheet CAN have multiple types of expedited/same day-next day types included

Nuances:

  • For restructuring filings, as is the process normally, the same day/next day fee is per document.
  • Same day/next day clock starts once the document is complete (all necessary items included) and paid for.
  • If the document is rejected, when you resubmit, your document will be processed according to the initially selected same day/next day service UNLESS you pay for a faster service.
  • A phone number will be required (in case the team needs to contact you).
  • Dissolutions must include Certificate of Compliance (if applicable).
  • Formations and statutory agent changes must include statutory agent acceptance with filing.

Documents not subject to Same Day/Next Day services:

  • Online auto-approved documents
  • Global address changes
  • DB extractions
  • Refunds
  • Notice to Claimant
  • Records requests
2020-04-23T07:07:20-07:00April 23rd, 2020|AZ Corporation Commission|0 Comments
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Same Day Filing & Approval by the Arizona Corporation Commission for Our LLCs

As of April 1, 2020, we changed our Arizona LLC formation service to include same day filing and approval of the LLC’s Articles of Organization by the Arizona Corporation Commission.  We provide this unique service for NO ADDITIONAL FEE.  This mean all LLCs we form can begin doing business, open a bank account and receive income the same day we are hired and paid to form the LLC.

2020-04-06T14:23:23-07:00April 6th, 2020|Articles of Organization, Forming LLCs|0 Comments
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Arizona Corporation Commission No Longer Allows Walk-ins

There are two things I want you to take away from this blog post:

1. Effective March 24, 2020, the Arizona Corporation Commission closed its offices to the public.  This means it is not possible to go the the ACC’s office and hand file a document or make a request.

2. We can electronically file Articles of Organization for a new Arizona LLC and get it approved by the Arizona Corporation Commission on the same day we are hired.  See the contents and prices of our three LLC packages.  To hire us to form your LLC today submit our online LLC Formation Questionnaire.

The text below is from a notice issued by the Arizona Corporation Commission on March 24, 2020.

Update Regarding In-Person Services & COVID-19 at the Arizona Corporation Commission

Phoenix – In response to the COVID-19 outbreak, the Arizona Corporation Commission will be suspending all in-person services. Our number one goal is to keep the public and our employees safe. We are committed to providing continuity of services and uphold our statutory duties, all while reducing exposure to the coronavirus by taking the following steps:

DOCKET CONTROL

Effective Wednesday, March 25, 2020, we are temporarily closing the Docket Control window to the public. Docket will continue to accept e-filings and filings submitted by mail. If a member of the public arrives at the Commission with documents for Docket Control, they may leave them with the security guard. A member of the Docket team will come to the office daily to pick up any mail received and ensure that the filings are entered into the eDocket system. There will be a posting on the Docket window and on our website informing the public of these temporary procedures. For assistance, please call 602-542-3477 or email [email protected].

CORPORATIONS – PHOENIX OFFICE

Effective Thursday, March 26, 2020, we will temporarily close both the Corporations Division’s Filing and Records windows to the public. Corporations Division staff will continue to receive and process online filings and filings submitted by mail. If a member of the public arrives at the Commission to file business documents, they may drop off their documents with the security guard, but only if they are paying by check. The call center will continue to take calls from the public. There will be a posting on the entrance of the 1300 building and on our website informing the public of these temporary procedures.

CORPORATIONS – TUCSON OFFICE

Effective Thursday, March 26, 2020, we will temporarily close the Corporations Division’s filing windows in Tucson to the public. Staff will continue to process online filings. Members of the public may drop off their filings at the Tucson office, but only if they are paying by check. A drop box will be provided for this purpose. There will be a posting on the entrance of the building and on our website informing the public of these temporary procedures.

1200 and 1300 BUILDINGS – PHOENIX OFFICES

Effective Thursday, March 26, 2020, access to both buildings will be restricted to staff only. Badges will be required to enter the buildings. All meetings and interviews will be by appointment only.

For more information, please call 602-542-3026 or email [email protected].

2020-03-25T12:55:48-07:00March 25th, 2020|Why People Need an LLC|0 Comments
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We Set a New Record for Number of LLCs Formed in 2019

During 2019 we formed 535 Arizona LLCs and PLLCs, which is a firm record for the most companies formed in one year.  Our previous record for forming LLCs was 530 in 2012.  Since I started counting in 2002 I have formed 9,300+ LLCs and PLLCs.  People love our low prices and LLC services.  See the contents of our three LLC packages, the ($497 Bronze, $797 Silver & $1,297 Gold.  Our Gold LLC is the confidential LLC for people who do not want their name and address on the Arizona Corporation Commission’s public records.

We also set a firm record in 2019 for non-profit corporation formations of 34.  Our previous record for forming non-profit corporations in one year was 32 in 2018.

We now have 1,328 subscribers to our Arizona LLC law blog posts.  If you want to subscribe for free, enter your email address in the field in the right side bar under the text that reads:

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Join 1,328 other subscribers

Our Youtube channel has 1,190 subscribers and 73 videos.  We are always adding new videos so if you want to learn more about Arizona LLCs or wills, trusts and estate planning subscribe to our Youtube channel and click on the bell to get notices when we add a new video.

2023-02-18T10:14:57-07:00January 20th, 2020|Miscellaneous|0 Comments
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Arizona’s Minimum Wage is $12/hour as of January 1, 2020

Arizona voters passed  Proposition 206 known as as the Fair Wages and Healthy Families Act (the “Act”) on November 8, 2016.  The Act raised Arizona’s minimum wage to $12/hour as of January 1, 2020.  The Act also authorizes Arizona cities, towns and counties to pass ordinances that require a higher minimum wage within their boundaries. Flagstaff’s minimum as of January 1, 2020, is $13.00 per hour.

Employers need determine if they are subject to Arizona’s minimum wage law because if they are then they must pay employees a minimum of $12/hour or $13/hour if the employer is subject to Flagstaff’s ordinance.

The following text is from a poster that all employers of Arizona employees must post in a conspicuous place where employees will see it:

Exemptions

The Fair Wages and Healthy Families Act (the “Act”) does not apply to any person who is employed by a parent or a sibling; any person who is employed performing babysitting services in the employer’s home on a casual basis; any person employed by the State of Arizona or the United States government; or any person employed in a small business that grosses less than $500,000 in annual revenue, if that small business is exempt from having to pay a minimum wage under section 206(a) of title 29 of the United States Code.

Tips and Gratuities

For any employee who customarily and regularly receives tips or gratuities, an employer may pay tipped employees a maximum of $3.00 per hour less than the minimum wage if the employer can establish by its records that for each week, when adding tips received to wages paid, the employee received not less than the minimum wage for all hours worked. Certain other conditions must be met.

Retaliation & Discrimination Prohibited

Employers are prohibited from discriminating against or subjecting any person to retaliation for: (1) asserting any claim or right under the Act; (2) assisting any person in doing so; or (3) informing any person of their rights under the Act.

Enforcement

Any person or organization may file a complaint with the Industrial Commission’s Labor Department alleging that an employer has violated the Act. Certain time limits apply. A civil action may also be filed as provided in the Act. Violations of the Act may result in penalties.

Information

For additional information regarding the Act, you may refer to the Industrial Commission’s website at www.azica.gov or contact the Industrial Commission’s Labor Department: 800 W. Washington, Phoenix, Arizona 85007-2022; (602) 542-4515.

THE POSTER WITH THE ABOVE TEXT MUST BE CONSPICUOUSLY POSTED IN A PLACE THAT IS ACCESSIBLE TO EMPLOYEES

Employers subject to the Act are required to pay each employee wages not less than the applicable minimum wage for each hour worked. Note: Employers are permitted to pay employees receiving tips up to $3.00 per hour less than the minimum wage, provided that the employees earn at least minimum wage for all hours worked each week (when tips are included).

2020-01-04T08:36:36-07:00January 4th, 2020|Operating LLCs|0 Comments
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How to Form an LLC in Arizona FAQ

Because people ask us the same LLC formation questions over and over I created an article called  “How to Form an LLC in Arizona FAQ” that answers these LLC frequently asked questions.  The questions and answers are:

  • How do I start an LLC in Arizona?
  • How much does it cost to form an LLC in Arizona?
  • How long does it take to form an LLC in Arizona?
  • Do I have to publish my LLC AZ and Do I have to publish my LLC?
  • What happens if you don’t publish your LLC?
  • How do I start a LLC company?
  • Can I start an LLC by myself?
  • Do I need an Arizona business license?
  • How do I set up an LLC in Arizona?
  • How long does an LLC take to process?
  • How LLC’s are taxed?
  • How are LLCs taxed in Arizona?

If you have any LLC questions that are not answered in my article, call me on my direct line at 480-664-7478 or send an email message to me at [email protected].  You can also book a free phone, office or Zoom video consultation with using my online calendar at www.keytlaw.com/rk.

To hire me to form an Arizona LLC for ($497 Bronze, $797 Silver & $1,297 Gold [the confidential LLC]) submit my LLC Formation Questionnaire or call me and give me your info over the phone.   Our Gold LLC is the confidential LLC for people who do not want their name and address on the Arizona Corporation Commission’s public records, .

2023-02-18T10:20:45-07:00January 3rd, 2020|FAQs, How Do I|0 Comments
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Our New Arizona LLC Website is at www.azllc.com

I created a new website called “We are Arizona LLC Attorneys” at www.azllc.com. We are Arizona’s premier LLC lawyers, which is why we have formed 9,300+ LLCs since 1992 and have 253 five star Google reviews and a total of 373 five star online reviews.

The purpose of this new site is to make it easier for people to hire us to what we do best – form Arizona LLCs.

  • Prepare a custom Operating Agreement with language written for Arizona’s entirely new LLC law that took effect on 9/1/19.  Our Operating Agreement fees are $$297 for a single member or married couple LLC and $797.  If you have an existing Arizona LLC or will create a new Arizona LLC  its members should sign an Operating Agreement that complies with Arizona’s new LLC law.
  • Prepare a custom Buy Sell Agreement for $1,294 after a $700 discount (if we formed the LLC or prepared its Operating Agreement) or $1,994 without the discount.  This important document contains the exit strategy that can result in a buy out of a membership interest when a member dies, is convicted of a felony, files bankruptcy, defaults under the Operating Agreement or suffers one of 19 other possible triggering events.  Note: Review our Buy Sell Agreement Preparation Questionnaire to see how comprehensive our agreement is.
2023-02-18T10:32:02-07:00December 21st, 2019|Buy Sell Agreements, Forming LLCs, Operating Agreements|0 Comments
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Arizona LLCs Are Not Required to Have an Address in Arizona

As of September 1, 2019, limited liability companies formed in Arizona are not required to have a known place of business in Arizona.  New Arizona LLCs must state in their Articles of Organization the company’s “principal address,” which can be a physical or mailing address any where in the world.

Whether or not the new Arizona LLC must publish a notice of publication in a newspaper depends on the county in which the company’s statutory agent has its street address.  If the new LLC’s statutory agent’s street address is in Maricopa County or Pima County, publication of the Notice of Publication in a newspaper is not required.

2019-09-02T11:19:41-07:00September 2nd, 2019|Forming LLCs, New Arizona LLC Act|0 Comments
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Arizona’s New LLC Law Is Now Effective (9/1/19)

Today, September 1, 2019, is the day that Arizona’s new LLC law replaces entirely the LLC law that was adopted in 1992.   I’ve written extensively about the new law.  I think it sucks for two reasons:

  • It replaced a law that was not broken and did not need to be replaced.
  • It replaces Arizona’s limited liability company act with what I call the liability company act because the new law creates many new ways that members and managers of an Arizona LLC can be sued.

One Example of a New Way a Member of an Arizona LLC Can be Sued

New Arizona Revised Statutes Section 29-3409.B.4 gives a member of an Arizona LLC the right to sue another member as a result of a the members’ vote on a company matter.  Section 29-3409.B.4 states:

B. The fiduciary duty of loyalty of a member in a member-managed limited liability company includes the following duties:

4. to disclose to each of the other members that are considering or voting on a decision or transaction regarding the company or one or more of the members’ interests in the company both of the following:

(a) any material conflict of interest on the part of the disclosing member with respect to the decision or transaction.

(b) if a material conflict of interest exists, all material facts relating to the decision or transaction that are within the disclosing member’s knowledge and not known or reasonably available to the affected members.

Fortunately most of the liability creating provisions in the new LLC act can be eliminated or minimized by a well drafted Operating Agreement signed by all of the members.

What You Need to Know About Arizona’s New LLC Act

The good news is that new LLC act does not significantly affect single member LLCs or PLLCs or companies that are owned by a married couple because the single member won’t sue himself or herself and the married couple won’t sue themselves.  The new LLC act has major negative consequences to multi-member LLCs and PLLCs other than those owned solely by a married couple.

Bottom Line

All multi-member Arizona LLCs and PLLCs should must have an Operating Agreement that is written to eliminate or minimize some or all of the liability creating provisions in the new LLC act.

Effective Date of the New Law

Arizona’s new LLC law applies to all Arizona LLCs and PLLCs created on or after September 1, 2019.  Prior Arizona LLC law applies to all Arizona LLCs and PLLCs created before September 1, 2019, but the new law will apply beginning of September 1, 2020.

My Three Types of Operating Agreements

I give people a choice between three different Operating Agreements unlike almost all other Operating Agreement preparers who offer a one size fits all Operating Agreement. My three types of Operating Agreements are:

  • $$297 for a one member LLC or an LLC owned solely by a married couple.
  • $$797 for multi-member LLCs other than an LLC owned solely by a married couple.

How to Purchase an Operating Agreement for an Arizona LLC

To hire us to prepare an Operating Agreement for your Arizona LLC complete and submit our online Operating Agreement questionnaire.  You may also call me, Arizona LLC attorney Richard Keyt (480-664-7478) or my son Arizona LLC attorney and former CPA Richard C. Keyt (480-664-7472) if you have questions (we don’t charge to answer) and give us your LLC information over the phone.

2020-10-17T10:41:08-07:00September 1st, 2019|AZ Corporation Commission, New Arizona LLC Act|0 Comments
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