How to Create an LLC in Arizona

Many small businesses choose to operate as a limited liability company

Limited liability companies have become a popular form of business entity. They combine liability protection similar to a corporation with fewer required formalities. Unlike corporations, Arizona LLC's do not have to hold annual meetings or file annual reports. LLC's can also choose to be treated as a partnership for federal income tax purposes so that all items of income and loss flow through to the owner's tax returns.

Instructions

1. Choose a name for the LLC. The name must include either the abbreviations "LLC" or "LC" or the words "Limited Liability Company" or "Limited Company."

2. Confirm the name is available with the Arizona Corporation Commission. This can be done on the Arizona Corporation Commission's website.

3. Appoint a statutory agent. LLCs must appoint a statutory agent to receive legal notices served on the LLC. The statutory agent can be an individual who is a resident of Arizona, an Arizona corporation, an Arizona limited liability company, or a foreign corporation or limited liability company that has registered to do business in Arizona. The LLC's organizer must file a signed acceptance of appointment from the statutory agent with the articles of organization.

4. Complete the articles of organization. The Arizona Corporation Commission publishes a form of articles of organization on its website. In accordance with Arizona Revised Statutes Section 29-632, the articles of organization must include the LLC's name, address, the statutory agent's street address, and a statement of whether management authority of the LLC is vested in managers or reserved to the members. For manager-managed LLCs, the articles must list the names and addresses of each manager and each member who owns a 20 percent or greater interest in the LLC's capital or profits. Member-managed LLCs must include the names and addresses of each member.

5. Sign the articles of organization as organizer. The organizer does not have to be a member or manager of the LLC.

6. Complete and attach the Arizona Corporation Commission form to the filing cover sheet (available on the Arizona Corporation Commission website).

7. Deliver the articles of organization, cover sheet and filing fee to the Arizona Corporation Commission for filing at 1300 West Washington Street, 1st Floor, Phoenix, AZ 85007. The filing fee may be paid by credit card if the filing is made in person at the Arizona Corporation Commission's offices. As of 2010, the filing fee is $50 for regular processing, plus an additional $35 for expedited filing.

Tips & Warnings

• After the Arizona Corporation Commission approves the articles, publish them within 60 days in a newspaper of general circulation in the county where the LLC's known place of business is located for three consecutive publications. The Arizona Corporation Commission maintains list of approved newspapers in each county.

• Although not required by Arizona law, it is wise to adopt an operating agreement. Without one, implied terms under the Arizona LLC Act will apply and some of those implied terms may be inconsistent with the owners' wishes. The Act also does not address transfer restrictions and many other important issues that LLC members typically want to include in operating agreements.

References

• Arizona Corporation Commission: Check name availability
• Arizona Corporation Commission: Form of articles of organization
• Arizona Corporation Commission: Newspapers approved for publication

Resources

• Arizona Corporation Commission FAQ