Open LLC in Arizona

Who can Form a Limited Liability Company in Arizona?

• One or more persons can Register an Arizona LLC.
• These persons are called "Organizers".
• Person includes individuals and entities.
• Entity means domestic or foreign corporations, limited liability companies and other associations. 

Does the organizer have to be a member or manager?

No. The person or persons who sign the Articles of Organization can be, but do not have to be, members or managers of the LLC before or after formation of the LLC. What are the LLC name requirements? The examiner will determine if the LLC name to be used complies with the statutory requirements, but you can review the name criteria, check for name availability and, if desired, submit a name reservation.

Should my LLC be member-managed or manager-managed?

A general description of each type of management structure is below.

• The Arizona Corporation Commission cannot advise you on this issue because it involves legal advice, and Commission staff cannot give legal advice. It is prudent to seek the advice of an attorney before forming your LLC in order to make an informed decision about the management structure of your LLC.
• Member-managed LLCs have at least one member and do not have any managers listed in the records of the Commission. In general, in a member-managed LLC that has no operating agreement, each member has authority to act for the LLC and each member has one vote per member. Member-managed LLCs with no operating agreement are very similar to partnerships in the way decisions are made, with most day-to-day decisions being made by a majority vote of the members.
• In a two-member LLC with no operating agreement that provides otherwise, both members will always have to agree on every action or decision, because there will never be a majority.
• Manager-managed LLCs have at least one manager listed in the records of the Commission, and at least one member who must be listed if the member owns 20% or more of the LLC. In general, in a manager-managed LLC that has no operating agreement, each manager has authority to act for the LLC and most day-to-day decisions are made by a majority vote of the managers, with each manager having one vote.
• Manager-managed LLCs are very similar to corporations in the way day-to-day decisions are made. For example, the managers are like the board of directors of a corporation, and the members are like shareholders
• if there are two managers and no operating agreement that provides otherwise, both managers will always have to agree on every action ordecision, because there will never be a majority.

• Can the LLC have only onemember?Yes.
• Can the only member also be theonly manager? Yes.

What is an operating agreement and do I need one? 

• An operating is a written or oral (verbal) agreement between all members concerning the affairs of the LLC or the conduct of its business.
• An operating agreement is not required by statute.
• If there is no operating agreement, then the LLC statutes will govern how the LLC conducts its affairs.
• Your needs may not be addressed by those statutory provisions, and, therefore, you might want an operating agreement. For example, the LLC statutes provide that each member has one vote, but you may want the member who owns a 60% interest to have 60% of the total voting power. Unless there is an operating agreement that changes the voting to percentage interest, then each member will always have one vote, no matter what percentage they own. As a further example, the statutes limit the reasons for expelling members, and you may want more freedom to expel members business.
• You should seek the advice of a competent professional such as an attorney concerning the particular needs of your LLC to determine whether you need an operating agreement and what it should contain. The Arizona Corporation Commission does not have a form for an operating agreement, and cannot advise you at all about operating agreements. DO NOT FILE operating agreements with the Arizona Corporation Commission.

What is a Statutory Agent?

A Statutory Agent is an individual or a business entity that the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC.

  Who can be the Statutory Agent?  

• A Statutory Agent can be an individual, or an Arizona corporation or LLC, or a foreign corporation or LLC that is authorized to transact business in Arizona. An LLC cannot be its own Statutory Agent – it must appoint someone apart from itself. For example, the LLC can appoint one of its members or managers in his or her capacity as an individual as the statutory agent, but cannot appoint the LLC itself as the statutory agent.
• If an individual is appointed as the statutory agent, that individual must be a permanent, full-time resident of the State of Arizona and must have a permanent, full-time physical or street address in the State of Arizona. The mailing address, if any, of that individual statutory agent must also be in Arizona.
• The statutory agent must accept the appointment in writing.

Is publication required?

 Yes. See A.R.S. § 29-635. A notice of the filing of the Articles of Organization is required to be published. When the Articles are approved for filing, you will receive a Notice Of LLC Formation that you can publish. DO NOT PUBLISH UNTIL THE COMMISSION APPROVES THE ARTICLES FOR FILING. The approval letter you will receive from the Arizona Corporation Commission will contain information on how to publish.

Tips to File an LLC in Arizona:    

• File Arizona LLC Name Search before filing to ensure the name is available to avoid any delay in filing process due to the rejection by the state.
• You can also Reserve Arizona LLC Name if you are not ready to incorporate it now.
• The Articles of organization LImited Liability Company must be filed with the state to register the Limited Liability Company in Arizona.
• Provide members' information, including name and address.
• Provide social security number of at least one member to apply for the employer identification number (Not applicable for a non US resident).
• Provide a business address to register an LLC in Arizona (PO Box is not acceptable).
• Provide business description.
• Arizona  LLC can be incorporated with one member only.
• Arizona LLC can be Registered as a member managed or manager managed (See the difference below).
• A Arizona Registered Agent Address is required and a member of the Arizona LLC can serve a registered agent instead of retaining a third party to serve a Arizona registered agent.
• Registered agent can either be an individual or an entity.
• The Arizona Articles of amendment must be filed if there is any change in the business name or members of the LLC.
• Annual report must be filed to keep the AZ LLC in good standing.
• Processing Time-You can check the state current estimated time to process your LLC application either online at InfoTaxSquare.com website or contact us.
•  We have customized online form to file 24/7.