Section 3.1 Checklist of Tasks to Complete in the First 75 Days after Your LLC is Formed

If you thought that filing the Articles of Organization and getting it approved by the Arizona Corporation Commission was all you had to do for your new LLC you are mistaken.  There are a number of post Article filing tasks that must be accomplished to get your LLC up and running properly.

The following table contains a list of the most important tasks the your new Arizona limited liability company must accomplish within the 75 days of filing the Articles of Organization.  The right column titled “Responsible Party” names the person who is responsible for accomplishing the designated task.  If it names Member / Manager then a member of a member managed LLC or a manager of a manager managed LLC must perform the task.  If it names a third party a member of a member managed LLC or a manager of a manager managed LLC must coordinate with the third party to accomplish the task.

EventDue DateResponsible Party
1. Create the LLC. File the LLC's Articles of Organization with the Arizona Corporation Commission.

Member / Manager

2. Operating Agreement. Prepare an Operating Agreement drafted for an Arizona LLC. Although Arizona LLC law does not require an Arizona LLC to have an Operating Agreement, we recommend all members sign one.

If your LLC does not have an Operating Agreement it is asking for trouble. To purchase Richard Keyt's custom Operating Agreement go to our Operating Agreement Preparation Questionnaire.

As soon as possible after the Articles of Organization are filed.

All Members & Managers

3. Sign Operating Agreement. All members should sign the Operating Agreement. Any member who does not sign the Operating Agreement will not be bound by it.As soon as possible after the Articles of Organization are filed.

All Members

4. Disclaimer. If any married member will own his or her membership interest as separate property the non-owner spouse must sign a Disclaimer in which he or she acknowledges that he or she does not have any ownership interest in the LLC. Purchase our $47 do-it-yourself editable Disclaimer in Word format. As soon as possible after the Articles of Organization are filed.

All Married Members who live in a community property state and want to own their membership interest as separate property

5. Employer ID Number (EIN. See Section 11.2 for a discussion on how to get the EIN in five minutes from www.irs.gov. Print the page on the IRS' website that displays the EIN.As soon as possible after forming the LLC.

Member / Manager or Accountant

6. Safe Guard IRS EIN Documentation. When you get your EIN letter from the IRS keep it in a safe place because third parties will ask for the EIN.Approximately 2 - 3 weeks after obtaining the EIN the IRS will mail to the LLC's responsible party a letter that confirms the LLC's EIN.

Whoever receives the letter from the IRS

7. Open LLC's Bank Account. See Section 5.1. You need two items to open a bank account: (i) Articles of Organization with the ACC stamp on it, and (ii) the EIN. A few banks also require a copy of an Operating Agreement signed by all of the members.As soon as possible, but not later than when the LLC first receives revenue

Member / Manager

8. Set Up Bookkeeping System. Purchase QuickBooks and configure it to do the LLC's bookkeeping. See Section 5.5. We recommend you hire Joy Jaske, CPA, of CPA for Hire, P.C., 33755 North Scottsdale Road #130, Scottsdale, Arizona 85266; Phone 480-437-9022. Her company only does bookkeeping for small businesses, including our books.Immediately, but not later than when the LLC receives its first revenue or pays money from its bank account

Member / Manager or Accountant

9. Get Insurance. Before engaging in any activity, including owning real estate, the LLC must purchase insurance in amounts and types appropriate for the company’s activities and for the assets owned by the company. Consult with an experienced business insurance agent.Before engaging in business or acquiring assets

Member / Manager

10. Get State & Local Sales Tax License. If your LLC will engage in an activity that requires an Arizona state and/or local jurisdiction transaction privilege tax license (aka a sales tax license) get the license. Get an Arizona sales tax license from the Arizona Department of Revenue. See Chapter 14. Before engaging in activity in Arizona that requires a sales tax license

Member / Manager or Accountant

11. Safe Guard Sales Tax License Number. Insert the transaction privilege tax license information in a safe place with other important LLC records.When received

Whoever receives the sales tax number

12. Give Members Copies of LLC Documents. Give every member a copy of the Articles of Organization and fully signed copy of the Operating Agreement.As soon as possible

Member / Manager

13. ACC Review of the Articles of Organization. The Arizona Corporation Commission approves or rejects the Articles of Organization. To check the status of your LLC look it up on the ACC's LLC Database.One week or four weeks after filing the Articles of Organization depending on whether the Articles were filed with the $85 expedited filing fee or the $50 regular filing fee.

Arizona Corporation Commission

14. Approved Articles of Organization. The Arizona Corporation Commission will mail or fax the approved Articles with the ACC filed stamp & date and the ACC's approval letter to the LLC's contact person. Two weeks or five weeks after filing the Articles of Organization depending on whether the Articles were filed with the $85 expedited filing fee or the $50 regular filing fee.

KEYTLaw

15. Approved Articles of Organization. Add the Articles of Organization approved by the ACC and the ACC's approval letter to the LLC's records and deliver a copy to all members.When received

Manager

16. Notice of Publication. Prepare and submit the Notice of Publication to a newspaper for publication in three consecutive publications.As soon as possible after the ACC approves the Articles of Organization but not later than sixty days after the date the ACC approved the Articles of Organization

KEYTLaw

17. Affidavit of Publication. Send a copy of the Affidavit of Publication to the ACC.Although Arizona LLC law no longer requires the LLC to file an Affidavit of Publication with the Arizona Corporation Commission you should file the affidavit with the ACC so there is proof on the public record that the LLC complied with the law and timely published the Notice of Publication.

KEYTLaw

18. Affidavit of Publication. Add a copy of the Affidavit of Publication to the LLC's records and give a copy of it to all members.When received from the newspaper.

Manager

19. Tax Advisor. Consult with a tax accountant to determine the best method of federal income taxation (sole proprietorship, partnership, C corporation or S corporation) for the LLC and its members. See Chapter 11 and Professional We Like for our list of Arizona CPAs.As soon as possible, but not later than 75 days after the date the LLC was created.

Manager

20. Optional: File IRS Form 8832. File IRS Form 8832 (if C corporation taxation is desired) with the IRS to elect federal income tax method different from IRS default tax method (sole proprietorship for single member LLCs and partnership for multi-member LLCs)As soon as possible,but not later than 75 days after the date the LLC was created or the date you want the LLC to be taxed as a C corporation if later

Manager or Accountant

21. Optional: File IRS Form 2553. File IRS Form 2553 (if S corporation taxation is desired) with the IRS to elect federal income tax method different from IRS default tax method (sole proprietorship for single member LLCs and partnership for multi-member LLCs)As soon as possible, but not later than” (i) 2 months and 15 days after the date the LLC was created or (ii) the beginning of the first fiscal year you want S corp status if the LLC did not elect S corp from day one

Manager or Accountant

22. Review ACC LLC Database. Review the LLC’s information on file in the ACC's LLC Information Database to make sure that the members and managers names and address and the domestic address is correct and that all other information about the LLC displayed on the ACC's website is correctNot later than 90 days after the LLC is created and at least once every calendar year thereafter

All Members & Managers

23. Meetings of Members. If the LLC has multiple members (other than a husband and wife) the members should hold meetings of members and managers to approve or reject major company actions and document the meetings with minutes and resolutions. See Section 4.9Not required by Arizona law, but recommended at least once a year to prove that the LLC is operated like a business rather than a hobby. This is an important factor the courts consider when a plaintiff asks the court to pierce the company veil and hold the members of the LLC liable for the LLC's debts.

All Members & Managers

24. Monitor ACC Record. Correct any inaccurate information about the company contained in the . To check the status of your LLC look it up on the ACC's LLC Database.Whenever inaccurate information exists

All Members & Managers