Arizona Limited Liability Company: Forms and Practice Manual
Prominent Arizona attorneys, Richard C. Onsager, Esq., Matthew H. Engle, Esq., May Lu, Esq., and Jeffrey B. Fugal, Esq., have drawn from their extensive experience to bring you strategies and forms for virtually every situation you may encounter in this newly revised three-volume Manual featuring a bonus CD with more than 310 electronic forms.
The new Second Edition has been fully updated to reflect recent changes to the law, including the adoption in 2018 of a comprehensive revision to Arizona’s LLC Act (the “Revised Act”). The Revised Act applies to Arizona LLCs formed, converted, or domesticated on or after September 1, 2019, and to all other Arizona LLCs on September 1, 2020.
This extensive, updated manual, with its more than 2,000 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations – complemented by thorough discussions and analyses of any changing federal and Arizona state laws. Plus, you’ll be expertly guided through an extensive selection of appropriate LLC forms using an easy-to-follow format. Included are customizable electronic forms as well as explanations and planning strategies for the LLC business structure.
Important features found in this year’s update include:
- An updated discussion of the Corporate Transparency Act;
- Two additional alternative forms for the spouses of members to consent to the terms of an operating agreement;
- A new form of operating agreement for a single member LLC with multiple managers.
- All forms are included on the accompanying CD-ROM for your convenience and ease-of-use.
Richard C. Onsager, Esq., is a partner with the law firm of Onsager, Werner & Oberg, P.L.C. in Phoenix, Arizona. He has served as a visiting professor and an adjunct professor of law at Arizona State University College of Law, where he taught courses in business organizations, federal income tax, corporate tax, and the taxation of partnerships and Subchapter S corporations. Mr. Onsager was a member of the Limited Liability Company Act Subcommittee of the State Bar, which drafted the Arizona Limited Liability Company Act and subsequent revisions to the Act. He was also a member of the committee that prepared revisions to the Arizona Uniform Partnership Act and Arizona Limited Partnership Act as well as the committee that revised the Arizona Non-Profit Corporation Act. He is also a past Chair of the Tax Section of the State Bar and is certified as a Tax Specialist by the Arizona Board of Legal Specialization. Mr. Onsager was selected in 2011 by the Tax Section of the Arizona State Bar to be the first recipient of the “Henry Tom Outstanding Tax Attorney Award,” given to an attorney “who has distinguished him or herself by making significant contributions to the field of tax law.” Mr. Onsager received his B.A. degree from Arizona State University; his M.A. degree from Brown University; his J.D. from Arizona State University (magna cum laude); and his LL.M. degree in Taxation from New York University.
Matthew H. Engle, Esq., is a senior attorney at Salt River Project in Phoenix, Arizona. Prior to that, he spent nearly 15 years in private practice, focusing on business formation, corporate governance, mergers and acquisitions, commercial contracts, and securities law. Matt was a member of the Limited Liability Company Act Subcommittee of the Arizona State Bar that drafted the 2018 revisions to the Act. He has served on the Executive Council of the Business Section of the State Bar since 2013. Matt received his B.A. degree, cum laude, from Loyola Marymount University and his J.D. degree, magna cum laude, from the University of Nevada, Las Vegas. Matt is also a supporter of the arts, including being a founder and past president of the Phoenix Symphony Young Professionals and serving as a commissioner on the City of Phoenix Arts and Culture Commission.
MAY LU, Esq., is a shareholder at Tiffany & Bosco, P.A., in Phoenix, Arizona. May serves the transactional needs of businesses and their owners by assisting them with business formations of limited liability companies and corporations, sales and purchases of businesses/mergers and acquisitions, reorganizations (such as conversions and domestications), recapitalizations, succession and exit planning strategies, general business planning, joint ventures, owner agreements such as operating agreements, buy-sell agreements, and shareholder agreements, and other commercial agreements. She also provides guidance to businesses concerning business divorce, disputes among owners, and related fiduciary duties. May was recognized in the 2024 edition of The Best Lawyers in America® for her work in Mergers and Acquisitions Law, Corporate Law, Closely Held Companies and Family Businesses Law, Business Organizations (including LLCs and Partnerships), and Corporate Governance Law. She has been recognized since the 2021 edition of The Best Lawyers in America® for her work in Corporate Law. She also has been recognized since 2024 as a Southwest Super Lawyers and from 2012-2022 as a Super Lawyers Southwest Rising Star, as well as in 2023 and 2024 by Az Business Leaders and the PHOENIX Magazine in the area of mergers and acquisitions. She is actively involved with the Short Form Model Acquisitions Agreement Joint Task Force of the Mergers & Acquisitions and Middle Market and Small Business (“MMSB”) Committees of the American Bar Association’s Business Law Section. She is a Co-Vice Chair of the MMSB Committee.
JEFFREY B. FUGAL, Esq., is a corporate and tax Partner at the law fi rm of Quarles & Brady LLP in Phoenix, Arizona. Jeff has spent nearly 28 years in private practice focusing on entity formation and tax choice of entity issues; structuring limited liability companies and joint ventures; federal income tax issues in merger and acquisition transactions; equity compensation issues for limited liability companies; and federal income tax advice related to the structuring of real estate transactions. Jeff received his B.A. degree from Brigham Young University, his J.D. degree from Indiana University Robert H. McKinney School of Law, and his LL.M. in Taxation from the University of Denver. Jeff is an Arizona Board of Specialization certified specialist in Taxation Law, a member of the Tax Section of the American Bar Association, and a past Chair of the Tax Section of the State Bar of Arizona. Jeff has also been recognized as Best Lawyers in America® “Lawyer of the Year” (2019, 2021, 2024: Business Organizations (including LLC’s and Partnerships)), and in Best Lawyers of America® (2007-present: Tax Law, Business Organizations, including LLCs and Partnerships), as well as having a Martindale-Hubbell® AV Peer Review Rating. Jeff is a frequent lecturer on limited liability company and federal income tax matters. In his spare time, Jeff enjoys riding his bicycle with his wife watching her leave him behind as they ride up hills and mountains.
» View Full Table of Contents [PDF]
SUMMARY TABLE OF CONTENTS
PART I: ORGANIZATION
Chapter 1: Introduction
Chapter 2: Formation and Organization
PART II: OPERATIONS
Chapter 3: The Operating Agreement
Chapter 4: Organization
Chapter 5: Limited Liability Company Capital
Chapter 6: Allocation and Distribution Provisions
Chapter 7: Management Provisions
Chapter 8: Transfer and Buy-Sell Provisions
Chapter 9: Dissolution
Chapter 10: Books, Records, and Accounting
PART III: MISCELLANEOUS
Chapter 11: Reorganization of the LLC
Chapter 12: Doing Interstate Business
Chapter 13: Professional Limited Liability Companies
Chapter 14: Financing Transactions
Chapter 15: Compensation Strategies for the LLC
Chapter 16: Taxation of Limited Liability Companies
Chapter 17: Use of LLCs by Exempt Organizations
PART IV: APPENDICES
PART V: INDICES
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