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How to Form an Arizona Limited Liability Company

by Richard Keyt

December 30, 2001

To form a limited liability company in Arizona, you merely:

Despite this relatively easy three-step process, there are a number of tasks the must be performed in conjunction with forming an Arizona limited liability company ("LLC"). The following is a checklist and explanation from A to Z of the tasks involved in creating a new LLC in Arizona.

1. Select the Name of the LLC

a. Trademarks & Service Marks

Finding a good name for your new company can sometimes be the most difficult piece of the formation puzzle. Ideally, you want a name that: (i) will afford strong federal trademark protection, but will not infringe on anybody's trademark or service mark, (ii) will be easy for your customers to remember, (iii) will describe your products or services, and (iv) will allow you to obtain .com, .net., .org, .biz and .info domain names. For information on obtaining domain names, see How to Obtain a Domain Name that Does Not Infringe on a Trademark.

One way to check if your desired corporate name will infringe on a federally registered trademark or service mark is to search your prospective name and variations thereof on the searchable database of the United States Patent & Trademark Office.

Unfortunately, obtaining a strong trademark that describes your product or services is frequently not possible. These two goals are in conflict. Most clients of trademark lawyers want a trademark that describes their products or services. For example, if I have a bar and grill called Rick's Bar & Grill, it describes my business, but federal trademark law grants a lower level of protection to marks that are merely descriptive of the products or services. People like descriptive trademarks because they are descriptive. Trademark lawyers prefer marks that are arbitrary such as Apple® when used to identify computer products or fanciful marks such as Xerox® because these types of marks provide the highest level of trademark protection. For more information about trademarks and service marks, see the KEYTLaw feature called "Trademarks & Service Marks"

b. Arizona Corporation Commission Name Approval

When you have selected at least one possible company name, you should call the Arizona Corporation Commission's name availability department at (602) 542-3230 and ask them if your prospective company name(s) is/are available in Arizona. You may also use the ACC's Preliminary Name Search to check possible names. LLC names must satisfy the requirements of Arizona Revised Statutes Section 29-602. Caution: If an ACC name clerk or an online search indicates that a name is available, you are not guaranteed that the name will be approved when the ACC reviews the articles of organization.

2. Prepare the Articles of Organization

You must prepare your new company's articles of organization and have it signed by at least one person. The articles of organization must contain the following information:

3. Select the Corporation's Statutory Agent

Every company formed in Arizona or qualified to do business in Arizona must have and maintain a statutory agent located in Arizona. The purpose of a statutory agent is to give notice to the public of a person or entity authorized by the company that can be served with legal documents as the agent of the company. The statutory agent is the person or entity that can be served with a summons and complaint filed in a lawsuit.

4. Pay the Filing Fee

When you submit your articles of organization, you must also pay the filing fee, which is $50. You can pay the fee with cash or your check.

You may also pay an extra $35 for expedited review service. I recommend that you pay the extra $35, which will cause the ACC to review your articles of organization within the shortest time period possible. If you do not pay the extra $35 it could take up to a month for the ACC to approve or reject your articles of organization. When the articles are approved, the date of approval reverts back to the date the articles were filed. The problem with using regular review service rather than the expedited review, is that it can substantially reduce the time remaining to publish the articles of organization and deliver the affidavit of publication to the ACC.

5. Where to File the Articles of Organization

File your articles of organization, and pay the filing fee at either of the following ACC locations:

Phoenix office: 1300 W. Washington, 1st Floor, Phoenix, AZ 85007.

Tucson office: 400 W. Congress St., Tucson, AZ 85701

ACC offices are open Monday - Friday, 8:00 a.m. to 5:00 p.m., except holidays. You may mail all the articles of organization and a check for the filing fee to either ACC office. The ACC does not accept credit cards.