27Jan 2021 by bhandlaw
Using Your Home Address as Known Place of Business in Arizona

Using Your Home Address as Known Place of Business in Arizona

Business Formation, Corporations, Entity Formation
Startup founders who have just launched their business are usually focused squarely on developing their MVP and are not quite at the point where they need office space or want to take on the expense of an actual lease. These business owners will frequently ask our Phoenix startup law practice if they can use a home address (usually that of the company owner or a shareholder) as the known place of business for their Arizona corporation? First of all, the usual caveats. This post deals strictly with Arizona law and requirements. You should always examine the applicable law of your state of formation or consult an attorney practicing there. For purposes of this article, we also are focusing on Arizona domestic corporations. Now, let’s take a look at what Arizona…
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12Jan 2021 by bhandlaw
Repeat After Me—Domains are NOT Trademarks (but Trademarks Can Be Domains)

Repeat After Me—Domains are NOT Trademarks (but Trademarks Can Be Domains)

E-Commerce, Entity Formation, Lanham Act, Trademark, Trademark Infringement
Lately, I've had more than one new business owner client tell me they registered a website domain with their company name and, because they were able to do this, then it must not be a registered trademark and available, right? [I direct your attention to the title of this blog post] No, you cannot just add a word onto someone else's trademark and register that domain A recent situation with a new startup client ran something like this: the founder had selected their company name but had not ever bothered to perform an actual trademark search or "clear" the usage of the name. She subsequently hired my firm to assist with getting their startup formally set up and basic initial documentation and disclosures prepared. At one point, the founder requested…
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09Jan 2020 by bhandlaw
Do I Need to Register My Out-of-State Corporation in Arizona?

Do I Need to Register My Out-of-State Corporation in Arizona?

Business Formation, Corporations, Entity Formation, Foreign Corporation
If you're an Arizona startup that is actually incorporated in another state (e.g., Delaware), chances are by now you've heard that you may have to register to do business here in the State, even though you are already incorporated in a different state. In this post, we examine whether and when you must register your out-of-state corporation in Arizona. Operating in Arizona but incorporated elsewhere? This question is far more common than it might seem in our Phoenix startup law practice. For example, earlier this month I met with representatives of a middleware outfit that had originally formed as a corporation in a state back East. However, their U.S., Canada, and Mexico operations had just recently relocated to the metro Phoenix area. During our meeting, I asked if they had…
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29May 2019 by bhandlaw
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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15May 2019 by bhandlaw
Is Your LLC Ready for the New Arizona LLC Act?

Is Your LLC Ready for the New Arizona LLC Act?

Business Formation, Entity Formation, Limited Liability Company
On September 1, 2020, Arizona's adoption of the Uniform Revised Limited Liability Company Act takes full effect in the form of the "Arizona Limited Liability Company Act" (ALLCA), which was signed into law by Governor Ducey last year. The Arizona Limited Liability Company Act ALLCA repeals Arizona's previous Limited Liability Company Act (in place since 1992) and introduces a number of default provisions that, if you and your fellow LLC members do not have a written operating agreement in place, could alter the way your LLC is managed and operates. There are two important dates current and potential LLC members should keep in mind for ALLCA: As of September 1, 2019, all LLCs formed in Arizona on or after that date must be compliant with ALLCA.As of September 1, 2020,…
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