Are you looking for an
Arizona Shelf Company?
is about quickness
Be first to develop your product or service. This requires
capital or financing. An aged shelf company filed in Arizona
can boost your plan to access loans and non-traditional financing.
Be first to locate. Obtaining a lease is easier with an
aged AZ company than an AZ company that is less than a year old.
Be first to market. People prefer to do business with
businesses that are older and appear well established.
Everything else being the same, a three or four year old aged
company has an easier time doing business than a brand new company.
a few realities about Arizona that we must cover to leverage the use of
an Arizona aged shelf company.
What does this mean to you?
If you acquire an aged shelf company from AZ, the members were known
before you acquired the AZ aged LLC. After you take over the
company, the AZ Corporation Commission will reflect the change of
ownership and the previous filings involving the company. All of
that is public information in AZ.
change of ownership is not the best idea when you're building
business credit. Since the company is considered under new
owners, the bank may or may not respect the age of the company.
By acquiring an aged shelf
LLC out of New Mexico or Wyoming, the change of ownership if not
signaled to the public. NM and WY doesn't collect information on
the names of the members of their LLC's. By acquiring an aged
shelf company from NM or WY, and then filing the company into AZ, you
are considered the first and original owner without signaling a change
Businesses look bigger when they come in from another state.
They expand into AZ. Use that to your advantage.
request the list
offer aged New Mexico companies that can be filed in Arizona.
As you know, New Mexico is a neighboring state. NM LLC's are
great for building business credit in AZ. The company expands
into AZ. We offer...
aged shelf NM LLC includes the filed articles of organization,
certificate of good standing, operating agreement to maximize asset
protection, resolutions and registered agent services.
do I file a NM LLC into Arizona?
you seek to maximize asset protection, and business credit isn't
that important to you, then a Wyoming LLC is the best option.
This applies to LLC's that hold real estate, intellectual property,
or any other asset you may have an interest.
ASSET PROTECTION ISSUES
INVOLVING ARIZONA LLC'S
At first glance, AZ LLC's
don't require an annual report. This looks inexpensive at first glance
since there's no annual fee with an Arizona LLC.
the AZ LLC:
When the AZ
LLC is filed as a member-managed company, the members are disclosed.
This public disclosure is easily read through the Arizona Corporation
Commission. Said disclosure reveals the name of the company, the
members, the addresses of the members and the percentage of membership
(ownership). This means that the
public knows what you own in the LLC, and that makes you a target for
hostile creditors, litigation and collectors. Anyone considering suing you will take that low hanging fruit into
consideration. You're painting a bulls-eye on your back in
attracting litigation. In short, public access to your asset
holdings leads to attraction of litigation. Hostile creditors and
litigators love easily identifiable and reachable access to assets.
Before someone sues you, they
do the following:
with their lawyer to decide whether you have a case.
Assess your ability to pay a claim if they win. They do this
through an asset search. This asset search, in many instances,
is key in the decision making process. Homeless people don't
get sued. People with money get sued. If your name is
publicly listed as a member of an AZ LLC and that AZ LLC has assets,
then you are enticing people to sue you.
Therefore, the AZ LLC is not the best choice when it is filed as a
member-managed limited liability company. But not all is lost.
You probably live in Arizona or maybe you just do business there.
Let's talk about how to improve your situation with a few basic steps.
You can modify the Arizona LLC to maximize your protection. What
should you consider?
the LLC as a manager-managed limited liability company. If
the company is member-managed, we can file a restatement of the
articles of organization to make it manager-managed. The
disclosures in the previous years don't go away. That
information remains public. But you have the option of making
the company manager-managed to protect the interest of the members.
An AZ LLC, that
is manager-managed, doesn't need to disclose the identity of the members
on the public record.
Manager managed LLC's display the Manager's name and address instead
of the members' names and addresses. You can obtain someone
else to serve as a Manager. We offer management services for
$250 per year.
the operating agreement to aggressively look after the
rights of the members. Talk to us about this.
Because of certain weaknesses inherent in the AZ LLC, you're better
off filing a Wyoming LLC into AZ as a foreign LLC. AZ will
defer to an outside state, for issues on the charging order
protection and corporate veil, when the LLC is filed in that other
state. For example, Wyoming charging orders are decided in
Wyoming the LLC is filed in WY. In other words,
the rights of the members are decided in Wyoming when the Wyoming
LLC is filed to do business in Arizona.
Ask your AZ attorney about 29-801
A. Subject to the constitution of this state:
1. The laws of the state or another
jurisdiction under which a foreign limited liability company is
organized govern its organization and internal affairs and the
liability of its members, except as provided in subsection
2. A foreign limited liability company shall not
be denied registration by reason of any difference between the
laws of another jurisdiction under which a foreign limited
liability company is organized and the laws of this state.
B. A foreign limited liability company that has
obtained a certificate of registration pursuant to this chapter
and its members and managers have no greater rights and
privileges than a domestic limited liability company and its
members and managers with respect to transactions and
relationships with persons who are not members. The certificate
of registration does not authorize the foreign limited liability
company to exercise any powers or engage in any business that a
domestic limited liability company is forbidden to exercise or
engage in by the laws of this state.
bringing in a Wyoming LLC into Arizona, you take advantage of Wyoming's
LLC charging order protection.
LET'S COMPARE THE CHARGING ORDER IN ARIZONA VS.
in limited liability company; transferability of interest;
rights of assignees
A. An interest in a limited liability company is personal
property and, except as provided in an operating agreement
or article 11 of this chapter, may be assigned in whole or in
part. The assignment of an interest in a limited liability
company does not dissolve the limited liability company or
entitle the assignee to participate in the management of the
business and affairs of the limited liability company or to
become or to exercise the rights of a member, unless the
assignee is admitted as a member as provided in section 29-731.
An assignee that has not become a member is only entitled to
receive, to the extent assigned, the share of distributions,
including distributions representing the return of
contributions, and the allocation of profits and losses, to
which the assignor would otherwise be entitled with respect to
the assigned interest.
Arizona Revised Statutes Title 29. Partnership § 29-655. Rights of
judgment creditors of a member
application to a court of competent jurisdiction by any judgment
creditor of a member, the court may charge the member's interest in the
limited liability company with payment of the unsatisfied amount of the
judgment plus interest. To the extent so charged, the judgment creditor
has only the rights of an assignee of the member's interest.
chapter 1 does
not deprive any member of the benefit of any exemption laws applicable
to his interest in the limited liability company.
section provides the exclusive remedy by which a judgment creditor of a
member may satisfy a judgment out of the judgment debtor's interest in
the limited liability company.
(a) On application by a judgment creditor of a member or
transferee, a court may enter a charging order against the
transferable interest of the judgment debtor for the unsatisfied
amount of the judgment. A charging order requires the limited
liability company to pay over to the person to which the
charging order was issued any distribution that would otherwise
be paid to the judgment debtor.
(d) The member or transferee whose transferable interest is
subject to a charging order under subsection (a) of this section
may extinguish the charging order by satisfying the judgment and
filing a certified copy of the satisfaction with the court that
issued the charging order.
(e) A limited liability company or one (1) or more members whose
transferable interests are not subject to the charging order may
pay to the judgment creditor the full amount due under the
judgment and thereby succeed to the rights of the judgment
creditor, including the charging order.
(f) This article does not deprive any member or transferee of
the benefit of any exemption laws applicable to the member's or
transferee's transferable interest.
section provides the exclusive remedy by which a person
seeking to enforce a judgment against a judgment debtor,
including any judgment debtor who may be the sole member,
dissociated member or transferee, may, in the capacity of the
judgment creditor, satisfy the judgment from the judgment
debtor's transferable interest or from the assets of the limited
liability company. Other
remedies, including foreclosure on the judgment debtor's limited
liability interest and a court order for directions,
accounts and inquiries that
the judgment debtor might have made are
not available to the judgment creditor attempting to satisfy a
of the judgment debtor's interest in the limited liability
may not be ordered by the court.
Do you intend to do
business in Arizona? Due to Wyoming's strong charging order
protection, you're better off with a Wyoming LLC filed into Arizona.
If you're seeking to build business credit with an Arizona LLC, that may
work well. The members or managers are known, and the heightened
transparency makes the bank more comfortable in lending money.
Increased transparency in ownership makes access to credit easier.
This increased transparency also attracts people who seek to sue you.
also makes it easier to lose your interest in the LLC to a hostile
creditor when the members are known to the public. A hostile
creditor can simply do an asset search on the LLC, determine your LLC
interest and file litigation.
ACQUIRING AN AGED ARIZONA
What if I acquire an existing
Arizona LLC and the members change? Will the established credit
remain? Banks understand that a company is run differently when
the owners change. For that reason alone, banks will consider an
aged company anew once the members change. The respected age, as
for as credit is concerned, is reset to zero. For this reason, the
company should be manager-managed so the members are not disclosed on
the public record. Since the change of members is not indicated
after the company changes hands, the respected age of the company is the
In the instance the
incorporation date is not regarded as the actual start of operations, as
far as the bank is concerned, there remains a clear advantage in
acquiring an aged Arizona LLC. People prefer to do business with a
company that's been around for years instead of weeks. Your able
to close deals faster with an aged company. The increase in
revenue leads to financing by showing deposits in the account(s).
you're going to acquire an aged Arizona LLC, then you should buy one
that is manager-managed. Stay away from an aged AZ LLC that is
member-managed. Most incorporators don't know the difference of
why that's important to you. They don't care. We do.
SOLUTION FOR ASSET PROTECTION:
Acquire a Wyoming LLC and file
it into Arizona as a foreign LLC.
Make certain that the WY LLC is
Assign someone else to serve as the Manager of the LLC, filed into
Arizona, to keep you off the public record.
You're the signer on the EIN application, the bank account and the
THE FORK IN THE ROAD: ASSET PROTECTION WITH PRIVACY OR BUILD
corporate credit with an Arizona LLC? If you set up or acquire the
Arizona company to build business credit, there's no privacy.
Banks want to know that the owners are listed on the public record
before they lend any money. After all, if you were lending a money
to a company, you want to know who is behind the company.
Maximizing asset protection and privacy with a Wyoming LLC filed in
Arizona, and seeking privacy? There is no business credit
available. If you set up the Arizona company for asset protection,
then the members shouldn't be disclosed. Disclose the manager's
name as a manager-managed LLC. We can provide a manager to keep
you off the public record. But again, you won't have access to
OTHER THAN THE PRIVACY ISSUE, WHAT OTHER REASONS EXIST TO HAVE A
MANAGER-MANAGED LLC WHEN DOING BUSINESS IN ARIZONA?
operating agreement was written correctly, then the manager can restrict
distributions to the members. This is possible when the operating
agreement states that there is no annual mandatory distribution, and the
manager has the option to restrict distributions. When the
creditor comes knocking with a charging order, then the manager can
choose to restrict distributions to the member(s). If the
operating agreement was prepared incorrectly, by mandating annual
distributions to the members, the creditor can simply wait for the
distribution to take place. Alternatively, the creditor can also
mandate the manager of the LLC to make the distribution. The
manager's job is to look after the interests of the members and the LLC.
where the foreign LLC out of Wyoming is a good idea. If the LLC
was filed in Wyoming and the manager is not an Arizona resident, then
the creditor must address the charging order in Wyoming. We
prepare our operating agreements without the requirement of an annual
distribution. Therefore, the creditor is left waiting for a
distribution that he cannot force upon the manager or the LLC. And
the creditor cannot forecloses on the member's interest in the LLC.
The creditor must obtain a charging order in Wyoming and wait; and wait
some more. Our operating agreement also selects Wyoming as its
jurisdiction to settle disputes and other matters. To maximize
matters, also use a Wyoming mail forwarding address.
WHAT IF I WANT AN AGED ARIZONA CORPORATION AND NOT AN ARIZONA LLC?
Acquire an aged Montana shelf company and then file it in Arizona.
Montana doesn't require reporting of the company's owners.
An Arizona resident may acquire a Montana shelf company, file the shelf
company in Arizona as a foreign corporation, and start to do
business--all without filing a change of ownership in Arizona.
Yes, Arizona will require disclosure of the owners. But the change
of ownership from the incorporator to the customer is not reported.
Since the customer acquired the Montana company before it was filed in
Arizona, the Arizona disclosure of the principals is considered the
first such filing in Arizona. The change of ownership already took
place before the company files in Arizona. The customer is then
considered the first owner. For the above reasons, any Arizona
resident looking to build business credit is much better off using an
aged Montana shelf company filed to do business in Arizona as a foreign
I CURRENTLY DO BUSINESS UNDER AN ARIZONA LLC. WHAT IS A SIMPLE
SOLUTION TO PROTECT MY INTERESTS AND INCREASE MY ASSET PROTECTION
WITHOUT DISRUPTING MY BUSINESS?
at your articles of organization. If the company is
member-managed, consider filing a restatement of the articles of
organization making the company manager-managed.
Rewrite the operating agreement. For example, consider making
the distributions at the discretion of the manager.
Arrange for a Contract Manager that will remove you from the public
record. This is a great idea if you don't need financing.
If you do need more financing, this could interfere with financing
options. We provide a Contract Manager service for $250 per
year to keep you off the public record.
Although a Contract Manager serves on the public record, you
have full control over the company and its assets. You
sign on the company's EIN application, the company bank account
and the company tax return. The Contract Manager protects
your information from the public record.
You wouldn't paper clip your SSN to the outside of your lapel.
Why broadcast your asset holdings to the world?
advance, sign a written promissory note that you or your current
business owes money to a Wyoming LLC filed in AZ. You're
simply promising that you are making a capital contribution,
$100,000 as an example, to the Wyoming LLC filed in AZ. That
promise to pay is made in exchange for an interest in the LLC
itself. It is a non-taxable exchange. Once that is made
in writing, it is enforceable against the member of the LLC who made
the written commitment for the capital contribution. Let's say
you're being harassed or hunted by a hostile creditor, then just pay
that debt when it is advantageous to do so (to the WY LLC filed in
AZ). Your simply paying the debt that benefits you most.
Since the WY LLC filed in AZ has the same rights as a creditor, pay
that off right away. Now the creditor must face the charging
order protection in WY instead of AZ. Ask your attorney
Arizona Revised Statutes Title 29. Partnership§ 29-702. Liability
is obligated to the LLC to perform any enforceable promise to make a
capital contribution, even if he is unable to perform because of
death, disability or any other reason. This is how you can
turn a negative into a positive. The WY LLC can serve as a
creditor to your AZ LLC, or a creditor to you, even if you also own
an interest in the WY LLC. In this way, you can convert
exposed assets to protected assets.
LLC: $400 one time fee. Registered agent service is renewed
at $75 per year.
Includes filed articles of organization, a manager-managed LLC,
registered agent service, aggressive operating agreement,
Manager: $250 per year
12 months of
service. Will sign documents for company if a personal guarantee is
Use a Wyoming address as
the principal address of the company to reinforce the HQ of the company
is in Wyoming.
Please call 307.237.2580 or 484.256.4563. Thank you.
ARIZONA COPIES OF FILED
plain or certified copies of documents, submit the following
form along with fee payment. Calculate the total amount owed
based on the fees below.
Archival Records Search - Stock search (not for
copies of documents) fee:
Certified copy – corporations (per document) fee:
$5.00 + 50 cents per page
Certified copy – LLCs (per document) fee:
$15.00 + 50 cents per page
Certificate (any type that is not for copies) fee:
Uncertified or plain copy – corporations (per
50 cents per page
Uncertified or plain copy – LLCs (per document) fee:
$5.00 + 50 cents per page
Optional Expedite fee
Records Request Form
HOW DO YOU SERVE AN ARIZONA
LLC OR ARIZONA CORPORATION?
To serve a
corporation or limited liability through the Arizona
Corporation Commission, you must deliver to the Corporations
Division Records Section, 1300 W. Washington St., Phoenix,
AZ 85007, by mail or in person, the following:
2 copies of
the document or documents being served;
A check for
25.00 (MOD account holders may charge to the account);
statement, affidavit, or declaration, certifying under
the penalty of perjury that, upon the signer's
information, knowledge, and belief, the entity has
either failed to appoint a statutory agent or failed to
maintain a statutory agent at the statutory agent
address shown on the records of the A.C.C. A form is
available below, or you can use your own form. Read the Notice
to Process Servers for more information.
BUSINESS BILL OF RIGHTS
- To ensure fair and open
regulation by state agencies, a person:
- Is eligible for
reimbursement of fees and other expenses if the person prevails
by adjudication on the merits against an agency in a court
proceeding regarding an agency decision as provided in section
- Is eligible for
reimbursement of the person's costs and fees if the person
prevails against any agency in an administrative hearing as
provided in section 41 1007.
- Is entitled to have an
agency not charge the person a fee unless the fee for the
specific activity is expressly authorized as provided in section
- Is entitled to receive the
information and notice regarding inspections and audits
prescribed in section 41 1009.
- May review the full text or
summary of all rule making rulemaking activity, the summary of
substantive policy statements and the full text of executive
orders in the register as provided in article 2 of this chapter.
- May participate in the rule
making rulemaking process as provided in articles 3, 4, 4.1 and
5 of this chapter, including:
- Providing written
comments or testimony on proposed rules to an agency as
provided in section 41 1023 and having the agency adequately
address those comments as provided in section 41 1052,
subsection D, including comments or testimony concerning the
information contained in the economic, small business and
consumer impact statement.
- Filing an early review
petition with the governor's regulatory review council as
provided in article 5 of this chapter.
- Providing written
comments or testimony on rules to the governor's regulatory
review council during the mandatory sixty-day comment period
as provided in article 5 of this chapter.
- Is entitled to have an
agency not base a licensing decision in whole or in part on
licensing conditions or requirements that are not specifically
authorized by statute, rule or state tribal gaming compact as
provided in section 41 1030, subsection B.
- Is entitled to have an
agency not make a rule under a specific grant of rule making
rulemaking authority that exceeds the subject matter areas
listed in the specific statute or not make a rule under a
general grant of rule making rulemaking authority to supplement
a more specific grant of rule making rulemaking authority as
provided in section 41 1030, subsection C.
- May allege that an existing
agency practice or substantive policy statement constitutes a
rule and have that agency practice or substantive policy
statement declared void because the practice or substantive
policy statement constitutes a rule as provided in section 41
- May file a complaint with
the administrative rules oversight committee concerning:
- A rule's, practice's or
substantive policy statement's lack of conformity with
statute or legislative intent as provided in section 41
- An existing statute,
rule, practice alleged to constitute a rule or substantive
policy statement that is alleged to be duplicative or
onerous as provided in section 41 1048.
- May have the person's
administrative hearing on contested cases and appealable agency
actions heard by an independent administrative law judge as
provided in articles 6 and 10 of this chapter.
- May have administrative
hearings governed by uniform administrative appeal procedures as
provided in articles 6 and 10 of this chapter and may appeal a
final administrative decision by filing a notice of appeal
pursuant to title 12, chapter 7, article 6.
- May have an agency approve
or deny the person's license application within a predetermined
period of time as provided in article 7.1 of this chapter.
- Is entitled to receive
written notice from an agency on denial of a license
- That justifies the
denial with references to the statutes or rules on which the
denial is based as provided in section 41 1076.
- That explains the
applicant's right to appeal the denial as provided in
section 41 1076.
- Is entitled to receive
information regarding the license application process before or
at the time the person obtains an application for a license as
provided in sections 41 1001.02 and 41 1079.
- May receive public notice
and participate in the adoption or amendment of agreements to
delegate agency functions, powers or duties to political
subdivisions as provided in section 41 1026.01 and article 8 of
- May inspect all rules and
substantive policy statements of an agency, including a
directory of documents, in the office of the agency director as
provided in section 41 1091.
- May file a complaint with
the office of the ombudsman citizens aide to investigate
administrative acts of agencies as provided in chapter 8,
article 5 of this title.
- Unless specifically
authorized by statute, may expect state agencies to avoid
duplication of other laws that do not enhance regulatory clarity
and to avoid dual permitting to the extent practicable as
prescribed in section 41 1002.
- May have the person's
administrative hearing on contested cases pursuant to title 23,
chapter 2 or 4 heard by an independent administrative law judge
as prescribed by title 23, chapter 2 or 4.
- The enumeration of the rights
listed in subsection A of this section does not grant any additional
rights that are not prescribed in the sections referenced in
subsection A of this section.
Each state agency that conducts
audits, inspections or other regulatory enforcement actions pursuant
to section 41-1009 shall create and clearly post on the agency's
website a small business bill of rights. The agency shall create the
small business bill of rights by selecting the applicable rights
prescribed in this section and section 41-1009 and any other
agency-specific statutes and rules. At the request of an authorized
on-site representative of the regulated small business, the agency
shall provide a written document of the small business bill of
rights. In addition to the rights listed in this section and section
41 1009, the agency notice of the small business bill of rights
shall include the process by which a small business may file a
complaint with the agency employees who are designated to assist
members of the public or regulated community pursuant to section
41-1006. The notice must provide the contact information of the
agency's designated employees. The agency notice must also state
that if the regulated person has already made a reasonable effort
with the agency to resolve the problem and still has not been
successful, the regulated person may contact the office of
Three year old NM LLC's for $1200.
Four year old NM LLC's for $1400.
One Wyoming LLC: $400
one time fee.
Registered agent service is renewed at $75 per year.
File the Wyoming LLC into
Contract Manager: $250
12 months of
service. Will sign documents for company if a personal guarantee is not
forwarding: $35 per month through an independent provider.
call 307.237.2580, or 484.256.4563.
YOUR SHELF CORPORATION OR SHELF LLC IN ANOTHER STATE?
NATIONWIDE SECRETARY OF
STATES, UNDER CONSTRUCTION
Arkansas Secretary of State
Arizona Corporation Commission
Department of Corporations
> Complete breakdown
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Secretary of State
Secretary of State
District of Columbia
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Florida Breakdown Here
Secretary of State
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Consumer and Industry Services
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Department of State - Corporation Bureau
Secretary of State
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Secretary of State
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