Arizona Business Law

Although Arizona business law encompasses many issues, the following issues are often of particular importance.

• Structures (partnerships, corporations, limited liability companies - LLCs, limited partnerships - LPs, etc.)
• Employment law
• Property Law (real property, personal property, & intellectual property)
• Secured Transactions
• Negotiable Instruments
• Taxation

Douglas K Cook is an Arizona business lawyer with over 40 years of experience as a practicing attorney. Although Douglas K Cook's office is located in Mesa, Arizona, he represents clients throughout the Phoenix, Arizona Metropolitan area including the following east valley cities: Scottsdale, Paradise Valley, Tempe, Chandler, & Gilbert.

Last Updated on August 2, 2012

In the United States, it is possible to protect intellectual property associated with computer software via patent, copyright, and/or contract. While patent protection of computer software is not automatic, it requires a person to apply for and receive a patent from the United States Patent and Trademark Office (“USPTO”), copyright protection automatically inures to computer software.

A trademark is used to denote the origin or source of a particular good and a service mark is used to denote the origin or source of a particular service. In contrast, a trade name is used to denote the company or entity that is offereing the good or service.

What is the difference between an LLP (limited liability partnership) and an LLLP (limited liability limited partnership)? In Arizona, not much.

Covenants not to compete are used in various situations in attempts to ensure fairness and protect parties to a contract by limiting competition. Such covenants are sometimes held by courts to be unenforceable because they are overbroad in terms of geographical and time restrictions.

Built-in gain, or BIG, is a term used by the IRS to describe gain that must be recognized by a corporation in addition to its shareholders. IRC § 1374. Built-in gain applies to 1) corporations previously taxed under Subchapter C (C-Corporations) of the Internal Revenue Code (IRC) that elect taxation under Subchapter S (S-Corporations) and whose assets appreciated before the election was made or 2) corporations that acquire assets with carry-over basis from a predecessor C-Corporation.

Business succession planning aims to address what will occur when a business' ownership* changes. Such planning can address, for example, what transpires when business owners die, sell ownership interests, transfer ownership to new generations, etc. Life insurance often plays a substantial role in business succession plans, e.g. allowing the decedent's family to retain the business by using life insurance proceeds to pay any estate taxes associated with an owner's death.

Real estate can be the source of substantial liabilities. Under certain circumstances, however, many of those liabilities can be eliminated by properly structuring ownership of real estate in a limited liability entity like a limited liability company (LLC).

To form an LLC in Arizona, two actions are required by The Arizona LLC Act: 1) file articles of organization with the Arizona Corporation Commission and 2) publish notice of the filing of the articles of organization. Filing of an affidavit of publication of the articles of organization with the Arizona Corporation Commission is optional.

On 14 April 2011, President Obama signed The Comprehensive 1099 Taxpayer Protection and Repayment of Exchange Subsidy Overpayments Act of 2011, which repealed substantially broader Internal Revenue Service (IRS) Form 1099 reporting requirements scheduled to become effective beginning in 2012 because of The Patient Protection and Affordable Care Act (PPACA) and scheduled to become effective beginning in 2011 because ofThe Small Business Jobs Act of 2011.