Chapter 1 Introduction
Section 1.1Overview of the Operations Manual
Section 1.2Arizona LLC Law
Section 1.3The KEYTLaw Arizona LLC Law Website
Section 1.4Other KEYTLaw Websites
Section 1.5Visit the KEYTLaw Youtube Channel
Section 1.6Please Give Me a Testimonial
Section 1.7Legal Services Offered by KEYTLaw Attorneys
Section 1.8KEYTLaw is a Full Service Law Firm: Forming LLCs is One of the Many Legal Services We Offer
Section 1.9KEYTLaw Attorney & Staff Contact Information
Chapter 2 Formation of the Company
Section 2.1Articles of Organization Submitted to the Arizona Corporation Commission
Section 2.2How to Get a Copy of the Filed Articles of Organization Approved by the Arizona Corporation Commission
Section 2.3When the New Company May Begin Doing Business
Section 2.4Wait Until Articles of Organization are Approved Before Taking Certain Action
Section 2.5When the ACC Will Approve the Articles of Organization
Section 2.6Publication of the Notice of Publication in a Newspaper
Section 2.7Delivering the Affidavit of Publication to the ACC
Section 2.8What to Do If the ACC Rejects the Articles of Organization
Section 2.9When a Confidential Trust Owns an Interest in Your LLC
Chapter 3 Important Tasks to Accomplish in the 1st 75 Days
Section 3.1Important LLC Formation Tasks to Accomplish in the First 75 Days
Section 3.2The Operations Compliance Alert System
Chapter 4 Arizona Limited Liability Companies
Section 4.1General Information About Arizona Limited Liability Companies
Section 4.2The Two Types of LLCs: PLLCs vs. LLCs
Section 4.3Statutory Difference between LLCs and PLLCs
Section 4.4Professional Real Estate Service PLLCs
Section 4.5Members
Section 4.6Management: Member Managed or Manager Managed
Section 4.7Fiduciary Duties of Members and Managers
Section 4.8Business Judgment Rule
Section 4.9Annual Meetings of Members and Managers
Section 4.10When the LLC Must Amend Its Articles of Organization
Section 4.11The Company’s Known Place of Business
Section 4.12What You Must Understand if Your Company Uses KEYTLaw’s Address as Its Known Place of Business in Arizona
Section 4.13Why It Is Important to Document Changes of Members and Their Percentage Interests in the Company
Section 4.14Arizona Statutory Requirements to Become a Member of an Arizona LLC
Section 4.15How to Add or Delete a Member or Change the Percentage Interests of Members
Section 4.16How to Hire Richard Keyt to Document the Addition or Removal of a Member
Section 4.17How to Change the Name of an Arizona LLC
Chapter 5 Operating the Company
Section 5.1How to Open a Bank Account
Section 5.2How the Company Should Sign Contracts
Section 5.3Books and Accounting
Section 5.4Hire an Accountant
Section 5.5Accountants Recommended by Richard Keyt
Section 5.6Recordkeeping Requirements
Section 5.7Members’ Right to Inspect Company Records
Section 5.8Can the Professional LLC Engage in More than One Activity?
Section 5.9How Should the LLC Hold Title to Assets?
Section 5.10Arizona Tradenames
Section 5.11Trademarks & Service Marks
Section 5.12Trademarks & Service Marks
Section 5.13Arizona Trade Names
Section 5.14Arizona DBA or “Doing Business As”
Section 5.15How to Search the Arizona Secretary of State’s Database of Registered Trade Name
Section 5.16How to Register an Arizona Trade Name / DBA
Section 5.17How to Apply for an Arizona Trade Name When Your Trust Owns Your LLC
Section 5.18The Trust Letter
Section 5.19Copyrights
Section 5.20How to Transfer Real Estate to the LLC
Section 5.21How to Prevent the Loss of Title Insurance on Real Property Transferred to the Company
Section 5.22Title-Insurance Endorsements for Limited Liability Company Transactions
Section 5.23Insuring Real Property Acquired by the Company
Section 5.24Due on Sale Clauses in Real Estate Loan Documents
Section 5.25Doing Business Outside Arizona
Chapter 6 LLC Operating Agreements
Section 6.1What is an Operating Agreement?
Section 6.2How is an Arizona LLC Governed if It does not have an Operating Agreement?
Section 6.3Examples of the Arizona LLC Act’s Default Treatment with Respect to Common LLC Situations When the Members Have Not Signed an Operating Agreement
Section 6.4The Proposed Operating Agreement
Section 6.5Important Provisions in Your KEYTLaw Prepared Operating Agreement
Section 6.6What Should You Do If Your Operating Agreement Contains a Springing Member Provision?
Section 6.7What Should You Do If Your Operating Agreement Contains a Noneconomic Member Provision?
Section 6.8How to Modify the Operating Agreement
Section 6.9How to Create a Legally Binding Obligation on a Member to Contribute Money or Property
Section 6.10All Members Need to Sign the Operating Agreement
Section 6.11How to Make Changes to the Operating Agreement
Section 6.12How to Obtain an Operating Agreement for an LLC Not Formed by Richard Keyt
Chapter 7 Buy Sell Agreement for Multi-Member LLCs
Section 7.1What is a Buy Sell Agreement
Section 7.2Why Multi-Member LLCs Must Adopt a Buy Sell Agreement
Section 7.3Typical Buy-Sell Triggering Events
Section 7.4Fixing the Purchase Price on a Buy-Out
Section 7.5Mandatory Versus Optional Triggering Events
Section 7.6Terms and Conditions of the Purchase
Section 7.7Buy Sell Agreement Preparation Service
Section 7.8My Fee to Prepare a Buy Sell Agreement
Section 7.9Our Fee Includes Attorney Consultation & Revision Time
Section 7.10How to Hire Me to Prepare a Buy Sell Agreement
Section 7.11My Recommendation for Multi-Member LLCs
Section 7.12Best Time to Adopt a Buy Sell Agreement
Chapter 8 Community & Separate Property
Section 8.1Why You Must Understand Community & Separate Property Law & the Consequences of Not Understanding
Section 8.2How to Determine if a Married Member Owns an Interest in the Company as Separate Property or Community Property
Section 8.3Sample Disclaimer Form to Be Signed by a Spouse Who Does Not Own an Interest in the LLC
Section 8.4About the Disclaimer Found as an Exhibit to Your Operating Agreement
Section 8.5Statement of Character of Membership in the Operating Agreement
Section 8.6Affect of Arizona Community Property Law on Nonresidents of Arizona
Section 8.7Disclaimer to Be Signed by Spouse of a Member Who Owns His or Her Interest as Separate Property
Chapter 9 What Happens to a Member’s Interest on Death?
Section 9.1Disposition of a Membership Interest After Death Depends on How the Deceased Member Holds Title to the Interest
Section 9.2Joint Tenancy with Right of Survivorship (JTWROS)
Section 9.3Tenants in Common
Section 9.4Community Property
Section 9.5Community Property with Right of Survivorship
Section 9.6Arizona Law Presumption that Property Acquired by Either Spouse During Marriage is Community Property
Section 9.7Caution For Married Arizona Members Who Intend to Acquire an Interest in an LLC as Separate Property - the Nonmember Spouse Must Sign a Disclaimer
Section 9.8How to Determine How an Unmarried Person Holds Title to His or Her Membership Interest in an Arizona Limited Liability Company
Section 9.9How to Determine How a Married Member Holds Title to His or Her Membership Interest in an Arizona Limited Liability Company
Section 9.10How Most Members Hold Title Their Membership Interest in an LLC
Section 9.11Who Will Inherit Your Membership Interest When You Die?
Section 9.12What You Must Do to Insure that When You Die Your Membership Interest Will be Inherited by the Person(s) You Chose as Quickly and Inexpensively as Possible
Chapter 10 When Arizona LLCs Do Not Provide Limited Liability
Section 10.1Fundamental Rules of Asset Protection
Section 10.2General Rule: Members and Managers of an Arizona LLC are Not Liable for Debts of the Company
Section 10.3When an LLC Does Not Protect Members and Managers from the Company’s Liabilities
Section 10.4The Importance of Complying with Arizona LLC Law
Section 10.5Piercing the Corporate / Company Veil – the Ultimate Disaster
Section 10.6Factors that Increase the Risk that a Court May Pierce the Company Veil and Hold the Members Liable for the LLC’s Debts
Section 10.7Personal Guarantees
Section 10.8Liability for False Statements in the Articles of Organization
Section 10.9When Should You Diversify & Form a New LLC?
Chapter 11 Federal Income Tax Issues
Section 11.1Federal Employer Identification Numbers
Section 11.2How to Get a Federal Employer Identification Number for Your LLC
Section 11.3How Non-U.S. Citizens Get an EIN for Their LLC
Section 11.4How to Get Your LLC's EIN if You Lose It
Section 11.5Federal Income Taxation of LLC
Section 11.6Electing C Corporation or S Corporation Tax Status
Section 11.7Relief for Late Filing of Form 2553 to Elect S Corp Status
Section 11.8Partnership Taxation Issues
Section 11.9Federal Tax Forms
Section 11.10Request for Taxpayer Identification Number: IRS Form W-9
Section 11.11KEYTLaw Not Hired to Give Tax Advice
Chapter 12 Employees and Independent Contractors
Section 12.1Employees, Payroll Taxes and the Importance of Hiring a Payroll Service to Do Payroll & Prepare & File Payroll Tax Returns
Section 12.2The General Rule for Employees & Independent Contractors
Section 12.3The Importance of Properly Classifying Employees & Independent Contractors
Section 12.4Who is an Independent Contractor?
Section 12.5How to Report Payments Made to Independent Contractors
Section 12.6Common-Law Employees
Section 12.7Common-Law Rules - Factors Considered by the IRS
Section 12.8Statutory Employees
Section 12.9Social Security and Medicare Taxes for Statutory Employees
Section 12.10Statutory Nonemployees
Section 12.11Misclassification of Employees
Section 12.12What to Do If You Are Unsure About a Worker’s Status
Section 12.13Where to Get More Information on This Topic
Chapter 13 Arizona Taxes & Unemployment Insurance
Section 13.1How to Obtain an Arizona State Tax ID Number, Use Tax & Employer Withholding Number
Section 13.2Arizona Department of Revenue E-Business Services
Section 13.3Withholding of State Income Tax from Wages
Section 13.4Arizona Income Tax Withholding Frequently Asked Questions
Section 13.5Arizona Use Tax
Section 13.6Arizona Unemployment Insurance
Chapter 14 Arizona Transaction Privilege Tax
Section 14.1What is the Arizona Transaction Privilege Tax?
Section 14.2More About the Arizona Transaction Privilege Tax
Section 14.3How to Apply for the Transaction Privilege Tax License Online
Section 14.4Arizona City Transaction Privilege Taxes
Section 14.5Arizona Cities that are “Nonprogram” TPT Cities
Section 14.6How to Check if an Arizona City Has Licensing Information Online
Section 14.7Changes that Affect the TPT License
Section 14.8Due Dates of TPT Returns
Section 14.9Transaction Privilege Tax Special Situations
Section 14.10How to Cancel a TPT License
Chapter 15 Arizona Statutory Agent Requirements
Section 15.1What is an Arizona Statutory Agent?
Section 15.2Why the Statutory Agent is Important
Section 15.3Who Should Be the Company’s Statutory Agent
Section 15.4KEYTLaw Statutory Agent Service
Section 15.5How to Change the Company’s Statutory Agent
Section 15.6$100 Fee to Reinstate the Company if the Arizona Corporation Commission Terminates the Company
Section 15.7How to Review the ACC’s Records About the Company
Chapter 16 KEYTLaw Legal Representation
Section 16.1Scope of Legal Services
Section 16.2Additional Legal Services
Section 16.3KEYTLaw Document Retention Policy
Section 16.4Disputes
Chapter 17 Legal Services Provided by KEYTLaw Attorneys
Section 17.1KEYTLaw Attorney & Staff Contact Information
Section 17.2KEYTLaw’s Business Legal Services
Chapter 18 LLC Legal Audit