Corporations Archives - Page 3 of 4

29May 2019 by bhandlaw

My Foreign Company’s Name Conflicts with An Existing Arizona One. Now What?

Business Formation, Corporations, Entity Formation, Foreign LLC, Limited Liability Company

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"…

09May 2018 by bhandlaw

Arizona’s Corporations & Blockchain Technology Law, One Year On…

Bitcoin, Blockchain, Corporations, FinTech, Uncategorized

UPDATE: The Arizona Corporation Commission has informed us that, as of May 21, 2018, the new upgraded E-filing Database System (which will hopefully resolve some of the issues mentioned in this post) will be going live. A year ago, Arizona Governor Doug Ducey signed HB 2417 into law. The law was intended to clean up confusion over the enforceability of transactions utilizing blockchain technology and smart contracts under Arizona law. Specifically, the law aimed at transactions involving the sale of goods, leases, and documents of title governed respectively under Uniform Commercial Code (UCC) Articles 2, 2A and 7. In doing so, Arizona took a major step forward relative to its sister states in supporting blockchain technology, including moving closer to allowing corporations to submit data through the decentralized, distributed ledger…

27Mar 2018 by bhandlaw

But I Thought I Had an LLC?! The S-Corp Election Dilemma

Business Formation, Corporations, Limited Liability Company

The other day, a colleague of mine (who works in an unrelated practice area) messaged me wanting to refer a client who wanted to "convert an LLC to an S-Corp". As a Phoenix business lawyer, I frequently get this question (or some version of it) from new entrepreneurs or business partners looking into forming a new business entity, as well as business owners who formed their LLC some years ago and are now having second thoughts on the IRS' default tax treatment of LLCs. The difference between legal entity selection and taxable entity election The confusion is understandable. The problem stems from the fact that LLC owners are really dealing with two separate issues; when it comes to forming a legal business entity (at least here in the United States)…

20Sep 2017 by bhandlaw

How Many Officers Are Required for an Arizona Corporation?

Business Formation, Corporations, Start-Up

I'm often asked by startup founders of new Arizona corporations how many corporate officers they need as part of their initial filing with the Arizona Corporation Commission (ACC). In this post, we'll look at the number---and which types---of officers are required for a new, domestic for-profit corporation in Arizona. Corporate officer requirements under The Arizona Business Corporations Act The good news? Arizona is pretty business-friendly in this regard. Arizona Revised Statutes, Title 10, Chapter 8, Article 4 of the Arizona Business Corporation Act (the "Act") tells us that a corporation shall have "the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws." Subpart D of A.R.S. §10-840 goes on to explain that the same individual "may simultaneously hold more than one…

12Jun 2017 by bhandlaw

So You Want to Invest in Your Friend’s Business (Part One)

Business Formation, Corporations, Limited Liability Company, Operating Agreement, Sale of Business

At least once a week I get contacted by someone who is looking to "invest in a friend's business". The call or e-mail usually goes something along these lines: "I want to invest in my friend's business" "My friend actually owns X% of the business with other partners" "I will be purchasing [some amount]% of my friend's X%" "It's not a large amount of money, just $[insert dollar amount that is usually a large amount of money to most people]" "I want to be protected" Because this is a question that comes up frequently enough, I figured I would give my faithful readers a freebie and highlight some of the main (but by no means only) issues that come with sinking your money into a friend's company, hopefully helping avoid…