Question: I am completing IRS Form W-9, Request for Taxpayer Identification Number and Certification. Line 1 says “Name of entity/individual.” I am completing the W-9 for my single-member LLC. What do I put in line 1?
Answer: For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded entity’s name on line 2.
Question: If my Arizona LLC is called Widget World, LLC and I want to use Best Widgets in my LLC’s advertisements do i need to file a DBA with Arizona?
Answer: DBAs in AZ are called trade names. If you use text that is not the full name of the LLC you should register that text as a trade name with the Arizona Secretary of State. Getting a trade name or dba from the Arizona Secretary of State is relatively easy to do. It’s a simple online application and the fee is $10. To learn how to get the trade name (aka dba) watch my Youtube video at:
Here’s the link to the Arizona Secretary of State’s trade name page:
Question: Client received a letter from Wells Fargo bank that said the client’s new LLC’s principal address on file with the Arizona Corporation Commission cannot be 24 W. Camelback Rd, #467, Phoenix, AZ 85013. That address is also the mailing address of the LLC’s statutory agent. Do I have to amend my LLC’s Articles of Organization to change the LLC’s principal address?
Answer: Arizona Revised Statues Section 29-2101.B states: “The Articles of Organization [of an LLC] must state. . . the [LLC’s] principal address, which may be the same as the mailing address of the company’s statutory agent.” Arizona Revised Statues Section 29-3102.20 defines Principal Address as “the mailing address of a limited liability company or foreign limited liability company, whether or not located in this state.”
24 W. Camelback Rd, #467, Phoenix, AZ 85013 is a UPS mail box. You are dealing with an idiot banker who is ignorant of Arizona LLC law. The banker is telling you that your LLC’s principal address stated in its Articles of Organization filed with the Arizona Corporation Commission cannot be the LLC’s statutory agent’s mailing address even though that address is expressly authorized in Arizona Revised Statues Section 29-2101.B. Only an uniformed idiot would say that. In forming 8,700+ LLCs I can only remember one other person whose banker said the same thing. It is very common for businesses to have a PO box or a UPS mail box.
The bank has no legal basis to say that the LLC’s principal address cannot be 24 W. Camelback Rd, #467, Phoenix, AZ 85013, because that is KEYTLaw, LLC’s, mailing address and KEYTLaw, LLC is the LLC’s statutory agent.
Recommendation: Go to another bank, but never use Wells Fargo, Bank of America or Chase Bank.
Question: I own a rental home that I want to put into an LLC for asset protection, but it is subject to a deed of trust that has a due on sale clause in it. If I form an LLC and convey the home to the LLC will the lender exercise the due on sale clause and demand I pay off the loan?
Answer: A due on sale clause is text in the deed of trust that says that the lender can demand payment of the balance owed on the loan if the borrower transfers ownership of the land. This is a common clause in residential loan documents.
I’ve formed 4,000+ AZ LLCs into which people transferred land that was subject to a mortgage or deed of trust. I’ve never had an LLC client’s lender call the loan because of the transfer. If your lender were to call your loan Arizona law says that if you cure the default by transferring the land back to you the lender must stop the foreclosure.
The purpose of a due on sale clause is to give the lender an option to call the loan when the borrower ceases to own or have any involvement with the land. When the borrower transfers the land to the borrower’s LLC the borrower continues to be involved with the land and will make the future payments. That’s why lenders don’t call the loan when the borrower transfers the land to the borrower’s LLC.
Advice: Don’t contact the lender and ask for permission. The standard response is you cannot do it and you may get yourself on the lender’s radar.
Question: What is a verified LLC phone number? I tried to open a bank account for my LLC at Chase Bank. The bank clerk said that he could not open a bank account for the LLC unless he could “verify” the LLC’s phone number. My client who is the sole member and manager of the LLC gave the banker all of his phone numbers. The banker was unable to verify any of the phone numbers and declined to open a bank account for the LLC.
Answer: I don’t have a clue what a verified phone number is. In forming 9,300+ Arizona LLCs since 1992 I’ve never had anybody call or email me and say their bank required a phone number (verified or unverified) to open a bank account. My advice was go to another bank, preferably not Chase, Wells Fargo or Bank of America.
Question: You setup an LLC for me that is owned by a revocable living trust you created. I gave the bank a copy of the Articles of Organization, the Operating Agreement, the Trust Agreement and the Certification of Trust, but the bank won’t open an account for the LLC unless you send the bank a letter that says that I am the trustee of the trust that is the member of the LLC?
Answer: You are dealing with an idiot banker because he/she wants somebody who is not an owner of the LLC or affiliated with the LLC, i.e., me, to sign a letter that states who owns the trust. Ask the idiot banker if another bank employee can sign the letter because that person has the same connections to the LLC and the trust as I have.
Your Certification of Trust and your Trust Agreement show that you are the trustee, aka the “owner” of the trust. Why doesn’t the banker know that? It’s because he or she is an idiot.
I’ve formed 8,700+ LLCs and only one other time has a bank idiot asked me to sign a letter before opening an account. The other time the idiot banker wanted me to sign a letter as the LLC’s statutory agent stating that the LLC’s address was the address displayed on the Arizona Corporation Commission website. Why wouldn’t the idiot ask the owner of the LLC to sign that letter?
Go to another bank or a different branch. I don’t recommend that LLC owners open accounts with Chase, Wells Fargo or Bank of America.
Question: I am interested in more information on Arizona Revised Statutes Section 44-1844.A. I am want to open a new business and I’m looking for investors. I want information on how to do it without affecting the Arizona Securities Division.
Answer: If you will offer interests in your LLC to investors in exchange for them paying money or value assets you are offering and selling a security and must comply with federal and state securities laws. If you fail to comply with federal and state securities laws and an investor loses money federal and state securities laws say the promoter(s) – you in this case – are liable for the loss.
You need to hire an experienced securities law attorney to advise you and prepare the documents needed to comply with federal and state securities laws. The cost of the legal advice is a cost of raising the capital. We do not provide securities law advice.
Question: You have formed most, if not all, of my LLCs over the years and I am grateful for the efficiency, cost and professionalism. I do have two quick questions.
Answer: The reason you want multiple LLCs to operate multiple businesses or own multiple real estate properties is because you don’t want all of your eggs in one basket. You know what happens if you drop the basket. You get the same result if one business or property causes a lawsuit against the LLC and there is a big judgment that exceeds the insurance – you lose all your eggs, aka businesses or properties.
A fundamental rule of LLC asset protection is that each LLC must have its own bank account into which its income is deposited and from which its expenses are paid. Each LLC also needs its own books. If you break this fundamental rule and a lawsuit is filed, a court is going to rule that because you are treating the LLCs as if there is only one LLC the court will do the same and allow all of the assets of the LLCs to be reached by a creditor of one of the LLCs.
Question: I went to the bank to open my LLC bank account and they need to know what kind of LLC I have. The bank wanted to know if I have an S LLC, C LLC or partnership LLC.
Answer: You need to go to another bank that knows how to deal with LLCs. The State of Arizona only has two types of LLCs, i.e., an LLC and a professional LLC (PLLC). You have an LLC.
There are no such terms as S LLC, C LLC or partnership LLC. The person you are talking to is ignorant, which is troubling. He or she may be asking for the LLC’s tax method under the internal revenue code, which could be:
Those terms refer to the four possible federal income tax methods availabe to LLCs under the Internal Revenue Code. The terms do not describe a type of LLC.
The bank does not need to know how the LLC is taxed. The default tax method for your two member LLC is partnership. The LLC will be taxed as a partnership unless it files a timely IRS form 8832 (election to be taxed as a C corporation) or an IRS form 2553 (election to be taxed as an S corporation). The subject of the four possible LLC tax methods is discussed in great detail in your Operations Manual in your LLC portfolio.
Question: I am not a resident or citizen of the United States. I want to form a limited liability company in the U.S. to own and operate a business or to own investment real estate. How do I open a bank account in the name of the LLC?
Answer: I form a lot of Arizona LLCs for people who are not residents or citizens of the United States, aka nonresident aliens. Opening a US bank account for the US LLC can be a very big problem. The US Patriot Act imposes substantial limits and restrictions on the ability of a US bank with respect to creating a US bank account for a people and entities.
The number one new account requirement is that the bank must positively identify the person who seeks to open the bank account. Positive ID means two things:
The banks seem to be getting tougher with respect to the personal ID requirement. This week I met with a nonresident alien client from Australia who opened two LLC bank accounts with Wells Fargo for his two Arizona LLCs two years ago. He did come to Phoenix to present himself to the bank personnel in order to open the accounts.
The client told me that he came to Phoenix this week because Wells Fargo notified him that it was closing ALL LLC BANK ACCOUNTS IN THE US IF THE LLC IS OWNED BY A NONRESIDENT ALIEN OR ALIENS. Wells Fargo closed his LLC bank accounts, but did allow him to open a personal bank account while he was present at the bank.
If somebody tells you that they know of a bank that will open an LLC bank account for a nonresident alien without the need for the nonresident alien satisfying the two requirements described above, don’t buy it. I personally know that MidFirst Bank and Commerica Bank had opened LLC bank accounts without requiring the nonresident alien owner of the LLC to satisfy the two requirements listed above. When supervisors found out about the accounts, they closed the accounts and fired the bank officer.
One potential solution to the problem is for the LLC to have a member or manager that is a US citizen or legal resident. That person could open a bank account in the US for the LLC. However, this solution creates its own set of problems. The person who opens the bank account is taking a risk that if the LLC is involved with anything that is illegal he or she could be in big trouble, perhaps criminal trouble.