SELF-HELP LEGAL KITS
The Divorce Store®ARIZONA LIMITED LIABILITY KIT
The Arizona LLC (Limited Liability Company) Kit
| ||||
|
| Chapter | Page | |
| Introduction | 1-2 | |
| Chapter One | WHAT IS A LIMITED LIABILITY COMPANY? | 3-4 |
| Corporate Attributes | 3 | |
| Check-The-Box-Regulations | 3-4 | |
| Chapter Two | ORGANIZING A LIMITED LIABILITY COMPANY | 5-6 |
| Chapter Three | ADVANTAGES AND DISADVANTAGES OF A LIMITED LIABILITY COMPANY | 7-10 |
| The Advantages | 7-8 | |
| 1. Limitation of Liability | 7 | |
| 2. Unlimited Owners | 7 | |
| 3. Diversity of Ownership | 7 | |
| 4. Multiple Classes of Owners | 7 | |
| 5. No Annual Report Required | 7 | |
| 6. Cash Method of Accounting | 7 | |
| 7. Self-Employment Taxes | 7 | |
| 8. Taxable Year | 7 | |
| 9. Pass-Through Income/Losses | 7 | |
| 10. Tax Free Conversion | 7 | |
| 11. No Double Taxation | 8 | |
| 12. Centralized Management | 8 | |
| Overview | 8 | |
| The Disadvantages | 8-10 | |
| 1. Formal Organization | 8 | |
| 2. Initial Cost | 8 | |
| 3. Securities Rule Requirements | 8 | |
| 4. Foreign Registration Requirements | 8 | |
| 5. Non-Resident State Income Taxes | 9 | |
| 6. Uncertain Income Taxes Taxes | 9 | |
| 7. No Fringe Benefits | 9 | |
| 8. Conditional Passive Losses | 9 | |
| 9. Governmental Supervision | 9 | |
| Conclusion | 10 | |
| Chapter Four | THE ADVANTAGES AND DISADVANTAGES OF AN "S" CORPORATION | 11-14 |
| Limited Partnerships | 11 | |
| The "C" Corporation | 11 | |
| The Advantages | ||
| 1. Limitation of Liability | 12 | |
| 2. Continuity of Existence | 12 | |
| 3. Enhanced Financing Capabilities | 12 | |
| 4. Multiple Tax Advantages | 12 | |
| 5. Transferability of Ownership | 12 | |
| 6. Diversity of Ownership | 12 | |
| 7. Centralized Management | 12 | |
| Overview | 12 | |
| The Disadvantages | ||
| 1. Initial Organizing Cost | 12 | |
| 2. Governmental Supervision | 12 | |
| 3. Double Taxation | 13 | |
| Overview | 13 | |
| The "S" Corporation | 13-14 | |
| Conclusion | 14 | |
| Chapter Five | THE DESCRIPTION AND PURPOSE OF EACH FORM | 15-20 |
| Organizational Forms | 15-16 | |
| 1. Form ALL-1001. Articles of Organization, Page 1 (Regular L.L.C.) | 15 | |
| 2. Form All-1002a. Articles of Organization, Page 2,(When Management by Members) | 15 | |
| 3. Form ALL-1002b. Articles of Organization, Page 2,(When Management by Managers) | 15 | |
| 4. Form ALL-1003. Articles of Organization, Page 3 (Regular L.L.C. | 15 | |
| 5. Form ALL-1004. Articles of Organization, Page 4(Regular L.L.C.) | 15 | |
| 6. FormALL-2001. Articles of Organization, Page1 (Professional L.L.C.) | 15 | |
| 7. Form ALL-2002. Articles of Organization, Page2(Professional L.L.C.) | 15 | |
| 8. Form ALL-2003. Articles of Organization, Page3(Professional L.L.C.) | 15 | |
| 9. Form ALL-2004. Articles of Organization, Page 4(Professional L.L.C.) | ||
| 10. Form ALL-3000. Consent of Statutory Agent | 16 | |
| 11. Form ALL-3001. Notice of Filing Articles of Organization (a regular L.L.C.) | 16 | |
| 12. Form ALL-3002. Notice of Filing Articles of Organization (a professional L.L.C.) | 16 | |
| The Operational Forms | 16-20 | |
| 1. Form ALL-4000. Waiver of Notice of the Organizational Meeting | 16 | |
| 2. Form ALL-4005a. Minutes of the Organizational Meeting, Page 1 | 16 | |
| 3. Form ALL-4005b. Minutes of the Organizational Meeting, Page 1 | 16 | |
| 4. Form ALL-4025a-j. The Operating Agreement, Pages 1 through 10 | 17 | |
| 5. Form ALL-5000 Notice of the Monthly Meeting of the Managers | 17 | |
| 6. Form ALL-5001 Waiver of Notice of the Monthly Meeting of the Managers, Page 1 | 17 | |
| 7. Form ALL-5002 Minutes of the Monthly Meeting of Managers | 17 | |
| 8. Form ALL-5050 Notice of the Monthly Meeting of Members | 17 | |
| 9. Form ALL-5051 Waiver of Notice of the Monthly Meeting of Members | 17 | |
| 10. Form ALL-5052a-b Minutes of the Monthly Meeting of Members, Pages 1 and 2 | 17 | |
| 11. Form ALL-6000 Notice of a Special Meeting of Managers | 17 | |
| 12. Form ALL-6001 Waiver of Notice of the Special Meeting of Managers | 18 | |
| 13. Form ALL-6002 Minutes of the Special Meeting of the Managers | 18 | |
| 14. Form ALL-6050 Notice of a Special Meeting of the Members | 18 | |
| 15. Form ALL-6051 Waiver of Notice of the Special Meeting of the Members | 18 | |
| 16. Form ALL-6052 Minutes of the Special Meeting of the Members | 18 | |
| 17. Form ALL-7000 Company Consent (By Mangers) | 18 | |
| 18. Form ALL-7001 Company Consent (By Members) | 18 | |
| 19. Form ALL-7025a-b Members Capital Contribution Agreement and Consent, Pages 1 and 2 | 18 | |
| 20. Form ALL-7050 Member's Proxy | 18 | |
| 21. Form ALL-8000 Notice of the Annual Meeting of the Members | 18-19 | |
| 22. Form ALL-8001 Waiver of Notice of the Annual Meeting of the Members | 19 | |
| 23. Form ALL-8002 Certified Alphabetical List of the Members | 19 | |
| 24. Form ALL-8005a-b Minutes of the Annual Meeting of the Members, Pages 1 and 2 | 19 | |
| 25. Form ALL-8050 Notice of the Annual Meeting of the Managers, Pages 1 and 2 | 19 | |
| 26. Form ALL-8051 Waiver of Notice of the Annual Meeting of the Managers | 19 | |
| 27. Form ALL-8052 Minutes of the Annual Meeting of the Managers | 19 | |
| 28. Form ALL-9001 Membership Certificate (Regular L.L.C.) | 19 | |
| 29. Form ALL-9002 Membership Certificates Delivery Acknowledgement | 19-20 | |
| 30. Form ALL-9005 Membership Register | 20 | |
| Conclusion | 20 | |
| Chapter Six | ORGANIZING AND OPERATING THE LIMITED COMPANY | 21-30 |
| Step One. Organizing the Limited Liability Company | 21-22 | |
| a. The Name of the Limited Liability Company | 21 | |
| b. Regular or Professional Limited Liability Company | 21 | |
| c. Management by Managers or Members | 21 | |
| d. Registered Office | 21-22 | |
| e. Statutory Agent or Registered Agent | 22 | |
| f. Names and addresses of Members (or Managers) | 22 | |
| g. Record Date | 22 | |
| h. The Initial Organizer | 22 | |
| Overview | 22 | |
| Step Two. Selecting the Organizational Forms | 22 | |
| A. Regular Limited Liability Company | 23 | |
| 1. When Managed by Members | 23 | |
| 2. When Managed by Managers | 23 | |
| B. Professional Limited Liability Company | 23 | |
| Overview | 23 | |
| Step Three. Preparation of the Forms | 23-25 | |
| A Regular Limited Liability Company | 23 | |
| a. Articles of Organization | 23 | |
| b. Consent of Statutory Agent | 23-24 | |
| c. Notice of Filing the Articles of Organization | 24 | |
| A Professional Limited Liability Company | 24 | |
| a. Articles of Organization | 24 | |
| b. Consent of Statutory Agent | 25 | |
| c. Notice of Filing the Articles of Organization | 25 | |
| Conclusion | 25 | |
| Step Four. The Filing and Publishing Requirements | 25 | |
| a. Filing the Articles of Organization | 25 | |
| b. Publishing the Notice of Filing | 25 | |
| Overview | 25 | |
| Step Five. The Post Organizing Procedures | 26-28 | |
| a. Organizational Meeting of the Members | 26 | |
| b. Waiver of Notice of the Meeting | 26 | |
| c. Minutes of the Meeting | 26-27 | |
| d. The Operating Agreement | 27 | |
| e. Capital Contribution Agreement | 27 | |
| f. Membership Certificate | 27 | |
| g. Membership Certificate Delivery Acknowledgement | 27 | |
| h. Membership Register | 27-28 | |
| Overview | 28 | |
| Step Six. The Legal Operation of the Limited Liability Company | 28 | |
| a. Company Consent | 28 | |
| b. Monthly Meetings | 29 | |
| c. Special Meetings | 29> | |
| d. Annual Meetings | 29 | |
| e. Certified Alphabetical List of Members | 29 | |
| f. Member's Proxy | 29-30 | |
| g. The Assignment, Sale or Transfer of a Membership Interest | 30 | |
| Conclusion | 30 | |
| Appendix A, Directory of State Incorporating Departments (All 50 States) | 31-34 | |
| Alabama to Massachusetts | 33 | |
| Michigan to Wyoming | 34 | |
| Appendix B, Completed Examples of the Documents, Forms and Instruments | 39-76 | |
| Index to Appendix B | 37-38 | |
| Completed Examples | 39-76 | |
| Appendix C, Removable Limited Liability Company Forms | 77 | |
| Index to Appendix C | 78 | |
 |
 |
 |
 |