Why Your Startup Needs Bylaws

Why Your Startup Needs Bylaws

Business Formation, Corporations, Entity Formation
To help your startup succeed with as few internal complications as possible, founders should make having a set of robust corporate Bylaws a priority from the beginning. In this post, we take a look at what Bylaws are, what they do, and why your startup needs to have them in place (hint: it's the law in Arizona). What are Bylaws? While it's tempting to believe that corporate Bylaws are only for large, faceless, mega-corporations, as opposed to your lean, development-stage startup, nothing could be further from the truth. Any company (of whatever size) that chooses the corporate form through which to conduct its business should really have a well-crafted set of Bylaws in place. In a nutshell, a corporation's Bylaws are the internal guidelines that deal with how your corporation…
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My Business Name Changed. How Do I Notify The IRS?

My Business Name Changed. How Do I Notify The IRS?

Business Formation, Entity Formation, Start-Up, Trademark
While rare, it is not totally uncommon for our startup and even more established business clients to change their name. When this occurs, how does your business notify the IRS of a change in its business name? Ben here: Thank you for viewing one of our more popular posts but understand that it is only for general informational purposes. To be totally clear, I am not a tax attorney or CPA, and this is NOT tax advice. Our Phoenix law firm focuses on startup businesses, e-commerce, and software and technology transactions. You should always consult with your CPA or qualified tax advisor with regard to any matters of taxation, tax planning, and tax liability as they apply to your specific situation. Why would a company change its name? Recently, a…
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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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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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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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