Form an Arizona LLC
LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Arizona LLC with LegalZoom, we prepare and file your articles of organization with the Arizona Corporate Commission, a division of the Arizona Secretary of State. We also conduct a name search for your Arizona LLC, to assist you in the preparation of your operating agreement and provide other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Arizona LLC has been formed and begins its existence as a corporate entity.
LegalZoom LLC Overview
Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Arizona Limited Liability Company. The name that you choose:
Must contain the words "limited liability company" or "limited company" or the abbreviations "L.L.C.", "L.C.", "LLC" or "LC"
Must not contain the words "association", "corporation" or "incorporated" or an abbreviation of these words
Must be distinguishable (cannot be the same as or deceptively similar to so as to mislead the public) from a corporate name, a partnership name, limited liability partnership name or the Arizona Limited Liability Company name of an entity authorized to do business in the state, a name reserved or registered.
Must be distinguishable from a fictitious name adopted by a foreign corporation or trade name registered
The following are not sufficiently distinguishable:
The words used to indicate limited liability
The use of symbols or words to denote a number within the names
The use of words as articles introducing the names
Variations in punctuation or spelling or in the order in which the words appear
A LLC may apply to use a name that is not distinguishable from that of another entity if either:
The other entity consents to the use in writing and submits an undertaking in a form to change its name to a name that is distinguishable from the name of the applying LLC.
The applicant delivers to the commission a certified copy of the final judgment of a court of competent jurisdiction that establishes the applicant's right to use the name applied for in this state.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Arizona Limited Liability Company before filing to see which names are available.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Arizona LLC Formation, articles of organization must be filed with the Arizona Corporation Commission. State law requires that certain information be included in the articles of organization of your Arizona LLC formation. This information must include:
The LLC name
The name, street address in the state and signature of the registered agent for service of process
The address of the company's known place of business in this state, if different from the street address of the company's statutory agent.
The latest date, if any, on which the limited liability company must dissolve.
Either of the following statements: (a) Management of the limited liability company is vested in a manager or managers or (b) Management of the limited liability company is reserved to the members.
The name and address of either of the following: (a) If management of the limited liability company is vested in a manager or managers, each person who is a manager of the limited liability company and each member who owns a twenty per cent or greater interest in the capital or profits of the limited liability company or (b) If management of the limited liability company is reserved to the members, each person who is a member of the limited liability company.
Any other provision that is consistent with law, including any provisions under this chapter that are required or permitted to be set out in an operating agreement of the LLC
Filing: Your LLC is considered organized as of the date the signed articles of organization are delivered for filing by one or more persons (who need not be members) with the Commission. A copy of the articles of organization that is stamped "filed" and marked with the filing date is conclusive evidence of compliance and organization.
Within sixty days after filing, a notice that the articles of organization have been filed must be published in a newspaper of general circulation in the county of the LLC, for three consecutive publications. An affidavit that proves publication must be filed within 90 days after filing of the articles of organization.
Additionally, an Arizona LLC generally requires inclusion and/or consideration of the following:
Organizers: Articles of organization must be signed and delivered to the state for filing by organizers. Arizona requirements for organizers are summarized below:
Minimum Number of Organizers: One or more.
Eligibility Requirements: An organizer may be any individual, general partnership, limited partnership, domestic or foreign limited liability company, corporation, trust, business trust, real estate investment trust, estate and other association.
Operating Agreement: LLC members may adopt an operating agreement for the company, that is not contrary to law, regulating the business and affairs, duties and powers of its members, managers, officers, employees or agents. It may also be amended and repealed. The articles of organization may contain restrictions or prohibitions on this power of the members to adopt, amend, or repeal an operating agreement.
Unless otherwise provided in an operating agreement, any action may be taken by the members or managers, as the case may be, by a consent in writing, stating the action so taken and signed by that percentage or number of the members or managers, as the case may be, required by an operating agreement to take or approve the action.
Membership: A limited liability company must have members. Requirements:
Minimum Number of Members: One or more.
Eligibility Requirements: A member must be a person.
Procedure for Membership: The person may acquire an interest in the LLC either (1) directly from the company, by being identified as a member in the initial articles or (2) being identified as a member in and signing in person or by an attorney-in-fact an operating agreement or being identified as a member in a written statement certified by each of the managers identified in the initial articles of organization.
After the articles are filed, a person may be admitted (1) if a person is acquiring an interest in the limited liability company directly from the limited liability company, under the applicable provisions of an operating agreement, or on the consent of all members and (2) if the person is an assignee of all or part of a member's interest in a limited liability company, on the terms provided in an operating agreement or on the approval or consent of all members.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement of the company.
Unless an operating agreement of the company provides otherwise, a member may not resign from a limited liability company before the dissolution and winding up of the limited liability company.
An LLC may pursue certain remedies against a resigning member if the resignation violates an operating agreement of the company.
Registered Agent In Arizona
LegalZoom can also provide your business with a registered agent in Arizona. Every Arizona LLC must have a registered agent in Arizona -- the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in Arizona may be an individual resident of this state whose business office is the same as the registered office, or a domestic or foreign company authorized to transact business in this Arizona whose business office is the same as the registered office.
Registered Office: In Arizona the registered office may be the same as the office of the company.
Arizona Secretary of State
Once an Arizona LLC has been created, the Arizona Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Arizona Secretary of State office.
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
At the time or upon the event specified for dissolution in the articles or an operating agreement
Written consent to dissolve by more than one-half of the members and by one or more members who on dissolution and liquidation of the assets of the LLC would be entitled to receive assets equivalent to more than 50 % of all assets distributed to all members on liquidation unless otherwise provided in an operating agreement
Entry of a judgment of dissolution or an administrative dissolution
An event of withdrawal of the last remaining member unless within 90 days all assignees by written consent admit at least one member continues the business of the LLC unless provided in an operating agreement
An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation;instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Arizona is variable, based on Arizona taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Arizona Secretary of State in which the LLC was organized, along with the appropriate state filing fee. When appropriate, one check must accompany the document, payable to the Secretary of State, covering all charges for the Arizona Secretary of State.