Here are the basic steps you'll need to take to form an LLC (Limited Liability Company) in Arizona.
Here are the steps you need to take to form an LLC in Arizona. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.
1. Choose a Name for Your LLC
Under Arizona law, an LLC’s name must contain the words “Limited Liability Company” or the abbreviations “LLC,” “L.L.C”, “L.C.,” or “LC.” A professional LLC’s name must contain the words “professional limited liability company” or the abbreviations “P.L.L.C.,” “P.L.C.,” “PLLC,” or “PLC.” Your LLC’s name must be distinguishable from the names of other business entities already on file with the Arizona Corporations Commission. Names may be checked for availability by searching the Arizona Corporation Commission business name database.
An available name may be reserved for 120 days by filing an Application to Reserve Limited Liability Company Name with the Arizona Corporation Commission (available on the Corporation Commission website). The form may be completed and filed online or by postal mail. The filing fee is $10 if done by mail or $45 if performed online ($10 filing fee plus $35 expedite fee).
2. File Articles of Organization
An Arizona LLC is created by filing Articles of Organization with the Arizona Corporation Commission.
The articles must include: the LLC's name and address; the LLC’s duration, the names and addresses of the LLC’s mangers or members; the name, address, and signature of the LLC’s registered agent. The articles may be completed and filed online. Alternatively, you can obtain a copy of the form on the Arizona Corporation Commission website and file it by postal mail.
The filing fee is $50 (additonal fees are charged for expedited processing).
3. Appoint a Statutory Agent
Every Arizona SMLLC must have a statutory agent (most other states call this a registered agent). A statutory agent is an individual or business entity that agrees to accept legal papers on behalf of the SMLLC. The statutory agent can be: (a) an individual who is a permanent, full-time Arizona resident, (b) a domestic corporation or LLC, or (c) a foreign corporation or LLC authorized to do business in Arizona. The statutory agent must have a physical street address in Arizona. The statutory agent must accept the appointment in writing. The statutory agent can accept the appointment by completing and submitting the Statutory Agent Acceptance form.
All of the paperwork and procedural steps to start a limited liability company in Arizona can be done online using Nolo's Arizona Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Arizona, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
Within sixty 60 days after the Commission has approved the filing of your LLC’s Articles of Organization, you must publish the Articles in a newspaper of general circulation in the Arizona county where it does business for three consecutive publications. A list of acceptable newspapers in each county is posted on the Arizona Corporation Commission website. The LLC may be subject to dissolution if it fails to publish. Filing an affidavit of publication is not necessary.
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN. If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN). This is so even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
Business Licenses. Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
State taxes. In some cases, for example if you will be selling goods and collecting sales tax or if you have employees, you’ll need to register with the Arizona Department of Revenue (DOR). For most purposes, you can register online or on paper (Form JT-1/UC-001, Arizona Joint Tax Application). For more information on state LLC tax registration, check Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. Foreign LLCs Doing Business in Arizona
All LLCs organized outside of Arizona must register with the Arizona Corporation Commission to do business in Arizona. Foreign LLCs must appoint a registered agent for service of process physically located in Arizona. To register, file by postal mail an Application for Registration of a Foreign Limited Liability Company. A certificate of existence or similar document from the LLC’s home state must be filed with the Application. The application does not need to be published. The filing fee is $150.
Before filing the application, make sure the LLC’s name is available in Arizona by checking the Arizona Corporation Commisstion business name database. If the name is not available, the foreign LLC must adopt a fictitious business name in Arizona. A copy of the company’s resolution adopting the fictitious name must be filed with the Application. The foreign LLC must also appoint a statutory agent as described in Section 3.
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