Starting a company involves more than just a good idea. There are legal documents to file, structures to choose, and agreements to draft that will shape how your business operates for years to come. A Mesa, AZ business formation lawyer often works with entrepreneurs and business owners who need help understanding the terminology used in formation documents and state filings. We created this glossary to break down some of the key terms you may encounter when setting up or restructuring your company so you can make informed decisions from day one.
Articles Of Organization
Articles of Organization are the foundational documents filed with the Arizona Corporation Commission when forming a Limited Liability Company. This filing officially creates the LLC as a recognized legal entity in the state. The document typically includes the business name, the name and address of the registered agent, and the principal place of business.
Without filing Articles of Organization, your LLC does not legally exist. This means you cannot open a business bank account, enter into contracts under the business name, or take advantage of the protections that come with operating as an LLC. A Mesa, AZ business formation lawyer can help prepare and submit this document, making sure all required information is accurate and that the filing aligns with your operating agreement and long-term goals. Getting this step right from the start prevents delays and administrative headaches down the road.
Operating Agreement
An Operating Agreement is an internal document that outlines how a Limited Liability Company will be managed. It covers topics like decision-making authority, profit distribution, member responsibilities, and what happens if a member wants to leave the business. Even though Arizona does not legally require LLCs to have an Operating Agreement, having one in place is strongly recommended.
This document serves as a roadmap for how the business functions day to day. It helps prevent disputes among members by clearly defining expectations and procedures. For single-member LLCs, it also reinforces the separation between personal and business assets, which supports the liability protection that LLCs are known for. A Mesa, AZ business formation lawyer can draft a customized Operating Agreement tailored to your specific business structure and goals, rather than relying on generic templates that may not fit your situation.
Bylaws
Bylaws are the formal rules adopted by a corporation to guide its internal governance. They cover how directors are elected, how meetings are conducted, what roles officers hold, and how major decisions are made. Bylaws are typically adopted at the corporation’s first board meeting and serve as a reference point for administrative and structural decisions throughout the life of the company.
Having clear and accurate bylaws in place helps your corporation operate predictably and in accordance with Arizona law. They also provide a framework for resolving internal disagreements and transitioning leadership over time. A Mesa, AZ business formation lawyer can draft bylaws that reflect your specific organizational needs rather than using a one-size-fits-all approach that may not address the realities of how your company operates.
Partnership Agreement
A Partnership Agreement is a legal document that defines the terms of a business partnership, whether general or limited. It specifies each partner’s financial contribution, role in the business, share of profits, and the procedures for handling disputes or dissolving the partnership. This agreement creates clarity among partners and helps prevent misunderstandings that could otherwise disrupt operations.
Without a written Partnership Agreement, Arizona’s default partnership rules apply, and those rules may not reflect what you and your partners actually intended. For example, the default rules assume equal profit sharing regardless of each partner’s contribution. A Mesa, AZ business formation lawyer can draft a customized agreement that reflects the true arrangement between partners and protects everyone’s interests from the beginning.
S-Corp Election
An S-Corp Election is a tax classification that a corporation or LLC can choose by filing Form 2553 with the IRS. This election allows the business to avoid double taxation by passing income and losses through to the shareholders’ personal tax returns. It’s a popular choice for small to mid-sized businesses looking to reduce their overall tax burden.
While an S-Corp is not a separate type of business entity under Arizona law, the tax benefits can be significant for qualifying businesses. There are specific eligibility requirements, including limits on the number and type of shareholders. A Mesa, AZ business formation lawyer can help you form the underlying corporation or LLC, complete the necessary IRS election forms, and stay compliant with federal tax requirements over time.
If you’re starting a new company or restructuring an existing one and want support from day one, the team at LifePlan Legal AZ is here to help. Contact us today to schedule a free strategy session and take the first step toward building your business the right way.