How to Get an Arizona Business License

How to Get an Arizona Business License

Business Formation, Corporations, Licensing
There are occasions when I'll get a call from a new (or aspiring) business owner who calls or e-mails me saying, "I need to get an Arizona business license". This statement is normally followed up by some variation of, "Can your firm help us with this?" These questions are based largely on a number of (understandable, yet incorrect) assumptions: First, that their business even requires a license to begin with; second, that such a license is given out by some central licensing authority here in Arizona, and, lastly, that there is a one-size-fits-all business license for every type of business out there. While one or more of these assumptions might be true in other 49 States, this is not the case here in Arizona. Generally speaking, Arizona handles business licensing…
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My Foreign Company’s Name Conflicts with An Existing Arizona One. Now What?

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

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

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)…
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How Many Officers Are Required for an Arizona Corporation?

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…
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