Our law firm’s startup clients are often formed as a limited liability company (LLC) (or for-profit corporation) in another state but have either relocated to, or now conduct their operations in, Arizona.
In an earlier post, I discussed the requirement of registering your foreign entity with the Arizona Corporation Commission if you were initially formed in another jurisdiction but are nonetheless deemed to be “transacting business” here in Arizona.
However, there are times when the name of your foreign-chartered entity also happens to be the same as an existing trade name or entity already registered here in Arizona.
Adoption of A Fictitious Name
In this situation, as part of your application you will have to have your foreign entity adopt a fictitious name (also known as a “d/b/a” or “assumed” name) for your business. (See A.R.S. §29-804) This can be done using Form L025 (foreign corporations will use Form C018 instead). Either form can be downloaded for free from the Arizona Corporation Commission’s website.
For example, you and your fellow founders’ company might have originally been formed as a Delaware LLC called “Generic Company, LLC”. For a variety of reasons, you are looking to re-locate or expand here in Arizona.
Unfortunately, your team has already done a search of the ACC records, and it shows a “Generic Company, LLC” is already registered here in Arizona. In such case, since the LLC names are identical, you might have to adopt a fictitious or assumed name, such as “DelaCo, LLC” or something else entirely other than “Generic Company” that also meets the requirements of A.R.S. §29-602 .
Don’t Forget The Entity Designation
You must remember to also include the “Inc.” “Corporation” or “LLC” designation, as appropriate, on the Form L025 after the fictitious name selected, or else your application could be kicked back to you (or rejected altogether).
Moreover, Arizona law further requires you to include a resolution of the LLC members or (in the case of an applicant foreign corporation, a resolution of the board of directors) formally adopting the fictitious name.
For those founders looking to relocate their startup or transact business in Arizona but initially charter the company in another jurisdiction, know that you might have to select a fictitious name to operate in Arizona, particularly if your entity name is already taken here in Arizona.
If you need assistance with registering your foreign LLC or corporation here in Arizona, feel free to contact us using the contact form or telephone number on this page.
Ben Bhandhusavee is the Managing Attorney for BHANDLAW, PLLC, a Phoenix business and technology law firm working with start-up companies, creative intellectual property, Internet and digital media matters, and complex corporate M&A and technology transactions. Ben can be reached at (602) 222-5542 or by e-mail at firstname.lastname@example.org