Entity Formation

The best entity type depends on your business’s size, industry, risk profile, tax considerations, and long-term goals. We provide a detailed analysis and help you choose a structure—such as an LLC, corporation, or partnership—that aligns with your objectives and offers the greatest advantages and most benefits for your needs.

Most entities can be formed within a few business days after we receive your information. However, additional steps such as publication requirements, obtaining licenses, or preparing custom agreements may extend the timeline.

For an LLC, you will need Articles of Organization and an Operating Agreement. For a corporation, you will need Articles of Incorporation and Bylaws. We prepare and file all required documents and can customize governing documents to your specific needs.

Yes. Even single-member LLCs and sole-shareholder corporations benefit from having formal governing documents. These documents clarify management procedures, protect your limited liability status, and are often required by banks or investors.

Yes. We offer post-formation services, such as amendments, ownership changes, and compliance filings, as separate engagements. Please see our [Outside Counsel Services] page for more information.

Costs include state filing fees, publication fees (if applicable), and our legal fees, which vary based on the complexity of your needs. We provide transparent billing and a detailed estimate after your initial consultation.

Yes. We assist out-of-state and international clients who want to register an entity in Arizona. We’ll advise you on residency requirements, statutory agent appointments, and any cross-jurisdictional considerations relevant to your business.

Yes, you can form a business entity in any state, regardless of where you live. Many business owners choose to incorporate in states like Delaware or Nevada because of their favorable business laws, tax policies, or legal environments. Delaware, for example, is known for its well-developed corporate law and business-friendly courts, while Nevada offers privacy protections and no state corporate income tax.

However, forming your entity in another state does not eliminate the need to register in Arizona (or any other state where you conduct business). If your business has a physical presence, employees, clients, or generates income in Arizona, you’ll need to register your out-of-state entity as a foreign entity with the Arizona Corporation Commission and comply with Arizona tax and regulatory requirements.

Forming in another state may make sense if:

• You plan to raise venture capital (Delaware C Corporations are often preferred by investors)
• You operate primarily online or have no physical presence in any particular state
• Your business structure or industry benefits from unique legal protections available in that state

It may not be beneficial if:

• Your business primarily operates in Arizona or another single state
• The costs and compliance burden of maintaining a foreign registration outweigh the benefits
• You’re a small or early-stage business that doesn't need multi-state advantages

We help you evaluate the pros and cons of forming in another state, advise on compliance requirements in Arizona and other jurisdictions, and handle the necessary filings for both domestic and foreign entity registration.

An LLC is a legal entity formed under state law that provides limited liability protection and flexible management. For federal tax purposes, a single-member LLC is typically treated as a disregarded entity (taxed like a sole proprietorship), while a multi-member LLC is treated as a partnership unless an election is made to be taxed otherwise.

An S Corporation (S Corp) is not a type of entity but a federal tax classification available to eligible LLCs and corporations. To elect S Corp status, a qualifying business must file IRS Form 2553 and meet specific IRS requirements:

• Be a domestic entity
• Have only allowable shareholders (e.g., individuals, certain trusts, and estates)
• Have no more than 100 shareholders
• Issue only one class of stock
• Not be an ineligible corporation (e.g., certain financial institutions or insurance companies)
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Electing to be taxed as an S Corporation may offer tax advantages for businesses that generate consistent profits. In an S Corp, owners must pay themselves a reasonable salary (subject to employment taxes), but profits distributed beyond that salary are not subject to self-employment tax. This can lead to significant tax savings under the right circumstances.

You may want to consider electing S Corp status if:

• Your business consistently earns more than what you’d pay yourself as a reasonable salary
• You are looking to reduce self-employment tax exposure
• You’re willing to maintain required formalities, such as running payroll and filing an S Corp tax return (Form 1120-S)

Conversely, you may wish to revoke S Corp status and return to default LLC tax treatment if:

• Business income has declined and the administrative costs of maintaining S Corp status outweigh the benefits
• You want to simplify operations or stop running payroll
• You no longer meet the requirements or need the flexibility of a disregarded entity

To revoke S Corp status, a written statement must be submitted to the IRS. In most cases, the revocation must be filed by March 15 to be effective for that tax year.

We help you evaluate your current tax classification, assess whether a change is appropriate, and guide you through the filing or revocation process in coordination with your tax advisor.

Yes. We assist with transferring business assets, assigning contracts, and documenting contributions of capital, intellectual property, or real estate into your entity to ensure proper ownership and record-keeping from the start.

Contact us to schedule a complimentary initial consultation. We will discuss your business goals, answer your questions, and outline the next steps for forming your entity.