William Clemmens

About William Clemmens

William Clemmens is a business and corporate attorney at Law Offices of William L Clemmens, PLLC serving Miami, Arizona. Business law practice in Arizona involves entity formation and governance under Title 10 (corporations) and Title 29 (LLCs) of the Arizona Revised Statutes, as well as commercial contracts, business disputes, and regulatory compliance under the Arizona Corporation Commission's oversight. For consultation, contact details are listed below.

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Education

• Law School: Arizona State

Common questions about Business Law in Arizona

Answered by Arizona Attorney Search Network

Do I need to register a foreign business in Arizona?

Yes, if your out-of-state entity is 'transacting business' in Arizona under ARS § 10-1501 (corporations) or § 29-3702 (LLCs). Activities like maintaining an office, holding employees, signing contracts in Arizona, or owning real property usually require foreign qualification with the Arizona Corporation Commission. Mere isolated transactions, holding shareholder meetings, or owning bank accounts typically do not.

What is an operating agreement?

An operating agreement is the LLC's internal governance document, addressing membership interests, capital contributions, profit/loss allocation, voting rights, manager authority, and exit terms. Arizona law (ARS § 29-3105) recognizes operating agreements as the primary source of LLC governance, with ARS Title 29 supplying default rules where the agreement is silent. Single-member LLCs benefit from operating agreements too, especially for clarifying corporate veil.

What's the difference between an LLC and a corporation in Arizona?

An LLC under ARS Title 29 (Arizona Limited Liability Company Act) offers liability protection with pass-through tax treatment by default and minimal corporate formalities. A corporation under ARS Title 10 has shareholders, directors, and officers, requires annual meetings and minutes, and is taxed as a separate entity (C-corp) unless an S-election is made. LLCs are generally preferred for small businesses; corporations are preferred when raising venture capital.

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