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Forming an Arizona LLCThe process to form an Arizona LLC is similar to incorporation, but significant differences exist in creating these two distinct entities. This writing explains forming a limited liability company as opposed to setting up a corporation. The first step to form an LLC in Arizona (after you plan its composition and structure) is to file Articles of Organization with the Corporation Commission. Other steps must be taken to complete the formation process. Filling out a form and filing articles does not in itself completely organize a limited liability company. You need to set up profit sharing and management rights between the principals.
Choosing a Name for the CompanyThe name of a company should first be checked to ensure it is not in use by another business. An availability search can be conducted at the ACC. However, please note that results can be misleading. Certain rules are followed in allowing use of business names. Unfortunately, these rules aren’t explained on the commission’s website. In fact, they occasionally change. For example, words such as Arizona, Group and Associates count as indistinguishable words. Further, some words, such as realty, real estate and property are regarded as identical, indistinguishable words. Example: An entity such as Premier Associates Limited Liability Company would be unacceptable if another business had already registered Premier Corporation or Arizona Premier Inc. Also, keep in mind that phonetically identical terms are impermissible. To expedite forming an LLC, we recommend our client provide three business names to use. We will then file the documents in the order of the customer’s preference. If his first choice is unavailable, we will file their second choice, and so forth. This avoids delays in setting up the llc. Please note that submitting a name reservation is not required. The company name is automatically reserved when the entity is accepted for filing. While reservation is available for a fee, it is usually unnecessary unless some delay in filing the Articles of Organization is anticipated.
Limited Liability Company Articles of OrganizationArticles of Organization for an Arizona limited liability company are signed by an organizer. A person located inside the state who will act as statutory agent must also sign an Acceptance of Appointment. Usually the statutory agent’s acceptance is incorporated within the Articles. Then, the Articles are filed with a cover sheet which contains contact and transmittal information, and whether expedited filing is requested vs. regular. Articles of Organization must disclose the following information, at minimum:
- A designated name for the LLC,
- The location of its registered office,
- A statutory agent for service of process in Arizona,
- Its date of dissolution (if its existence is to terminate within a certain time frame),
- A statement indicating if management will be exercised by managers or members,
- Names and addresses of each manager or member who is responsible for management. Note that members and managers can be located outside of Arizona, but a statutory agent must be within the state.