Arizona Corporation Commission
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Technical or Computer Questions
16. Statutory agent?
20. Statutory agent?
GENERAL QUESTIONS
You can prepare your documents, or you can hire a licensed professional to prepare them for you. It is strongly recommended that you consult with an attorney and/or an accountant before forming your entity so that you can receive appropriate legal and tax advice for your particular needs. A.C.C. staff cannot tell you what type of entity to form or what language should be included in your documents.
You will need to completely prepare your documents before submitting them to the A.C.C. Corporations Division staff cannot assist you in completing the documents. You should submit the completed documents with a cover sheet. When your documents are completely filled out, you can submit them to the Corporations Division in person at the address below, or you can mail the documents with a check to the address below. Do not mail cash. Please read the information on acceptable payment methods here. Faxed documents are accepted only from persons with a money-on-deposit (MOD) account. At this time, we do not accept emailed documents, and documents cannot be submitted electronically by any method.
Arizona Corporation Commission, Corporations Division
1300 W. Washington St.
Phoenix, Arizona 85007
A.C.C. Corporations Division staff are not attorneys or licensed document preparers. Activities such as preparing documents for other persons to file with the A.C.C., assisting with the preparation of such documents, or giving legal opinions, are practicing law. It is illegal to practice law without a license. Our staff are not licensed to practice law and are not licensed document preparers, and we cannot give you advice or assist with the preparation of your documents. The forms we provide have detailed Instructions, and we encourage you to read those, and to seek advice from appropriately licensed professionals such as attorneys or accountants.
The particular form you file depends upon what action is being taken and what the entity type is or will be (corporation or limited liability company). There are separate forms for corporations and for LLCs. Be sure and use corporation forms for a corporation, and LLC forms for LLCs. The document will be rejected if the form type does not match the entity type, and filing fees will not be refunded. The forms index on our website briefly describes the purpose of each form, and the Instructions that accompany each form go into more detail. It is strongly recommended that you consult with an attorney and/or an accountant before forming your entity so that you can receive appropriate legal and tax advice for your particular needs. A.C.C. staff cannot tell you what type of entity to form or what language should be included in your documents.
You must use the A.C.C. form for the corporation annual report, certificate of disclosure, and corporation statement of bankruptcy. Use of any other form created by or provided by the A.C.C. is optional.
The fee depends on the type of document being submitted, and the total cost can vary depending on whether you pay for expedited (faster) processing or not. Click here for fee schedules and payment information.
No. Filing fees are NOT refundable and may not be transferred to a different document.
Payment information and fee schedules are available here.
The A.C.C. accepts deposits of monies to be used for paying filing fees of documents submitted to the A.C.C. The monies are deposited into money-on-deposit (“MOD”) accounts in the name of the holder of the account. Fees are deducted when documents are submitted with a cover sheet that instructs that the MOD account be charged. Each account has monthly statements issued showing the monthly transactions.
Anyone can establish a MOD account, although typically it is only done by persons who frequently file documents with this agency. There is no minimum balance. If the account does not have an adequate balance when documents are filed, those documents will be rejected for nonpayment of filing fees. It is up to the MOD account holder to determine whether adequate funds exist in the account – the A.C.C. does not monitor accounts for that purpose and no notices will be sent.
To establish a MOD account, complete a MOD Account Application.
“Processing time” means the time it takes our staff to examine your document and either approve it or reject it. Document processing times can vary from week to week. In general, expedited processing typically takes 5 business days or less, and regular processing typically takes 30 business days or less. The current processing times are posted each Monday – click here. The posted processing time is counted in business days only (weekends and holidays are not included). The posted processing time does not include the time it may take to notify customers of the completion of the document or to place it in the mail. Notification or mailing may take extra time after the document has been either approved or rejected.
There are legal and tax differences between corporations and LLCs that require detailed explanation and advice that the A.C.C. cannot provide. In general, corporations are a different entity type than LLCs, and there are differences in how each type of entity is run or operated, and differences in how each is taxed by the Internal Revenue Service. Each type does, in general, provide protection from personal liability for those involved, but the extent of that protection always depends on the facts and circumstances surrounding the individual’s and the entity’s actions. It is recommended that you consult with competent legal and tax professionals in order to make an informed decision about what entity type is best for you. The Arizona Commerce Authority has information at this link: http://www.azcommerce.com/smallbiz, and there are numerous other resources on the internet.
An EIN (employer identification number) is obtained from the Internal Revenue Service, www.irs.gov. The I.R.S. has information on its website on how to apply online for the EIN. A TIN (taxpayer identification number) is issued by the Arizona Department of Revenue, www.azdor.gov. The Arizona Corporation Commission does not issue EINs or TINs.
A Statutory Agent is an individual or a business entity that the corporation
or LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the entity. The agent is called a “statutory” agent because a statute requires that the entity appoint someone for this purpose. If, for example, a lawsuit is filed against the entity, the Statutory Agent will be the one who is served (receives the papers on behalf of the entity), and then the Statutory Agent should give the papers to the entity. The law requires that corporations and LLCs maintain a statutory agent with a valid Arizona street address (not a P.O. Box or personal mail box) on the records of the Arizona Corporation Commission at all times, and the failure to do so will subject the entity to being administratively dissolved. Official notices from the Arizona Corporation Commission will be sent to the statutory agent.
A Statutory Agent can be an individual, or an Arizona corporation or LLC, or a foreign corporation or LLC that is authorized to transact business in Arizona. A corporation or LLC cannot be its own Statutory Agent – it must appoint someone apart from itself. For example, the corporation can appoint one of its directors or officers in his or her capacity as an individual as the statutory agent, but cannot appoint the corporation itself as the statutory agent.
If an individual is appointed as the statutory agent, that individual must be 18 years old or older, and must be a permanent, full-time resident of the State of Arizona, and must have a permanent, full-time physical or street address in the State of Arizona. The mailing address, if any, of that individual statutory agent must also be in Arizona.
Yes. The statutory agent must accept the appointment in writing. The statutory agent can accept the appointment by completing and submitting the Statutory Agent Acceptance form found on our website at: /divisions/corporations/forms/formsindex.asp. If the statutory agent is an entity, an authorized agent of that entity can sign the acceptance. An authorized agent is anyone given authority to sign for that entity.
The entity (corporation or LLC) can submit a Statement of Change form to appoint a different statutory agent. Use the appropriate form for your entity type (corporations use corporation forms, and LLCs use LLC forms). If the form type does not match the entity type, the document will be rejected. Read the Instructions to the form to ensure that you complete the form correctly.
The statutory agent must complete and submit a Statutory Agent Resignation. Use the appropriate form for the entity type (use corporation forms for corporations, and use LLC forms for LLCs). If the form type does not match the entity type, the document will be rejected.
The statutory agent or the entity (corporation or LLC) may change the statutory agent’s address by submitting a Statement of Change form. Use the appropriate form for the entity type (use corporation forms for corporations, and use LLC forms for LLCs). If the form type does not match the entity type, the document will be rejected. Read the Instructions to the form to ensure that you complete the form correctly.
My business is only on the internet – what address do I use for the Arizona known place of business?
The known place of business address (KPB) is required by statute, and it must be a street address in Arizona (not a P.O. Box or personal mail box). You can use the statutory agent’s street address as the KPB. The KPB is public record and will be viewable by the public via the internet on our website. If you are the statutory agent and do not want your residential address to be public record, then you should appoint someone else who can be the statutory agent with a street address.
Names and addresses provided on documents that are filed with the A.C.C. are public record. The names and addresses that are on filed documents are entered into our database, and that information is viewable by the public on our website via the internet. The documents themselves are also viewable by the public on our website via the internet. The Arizona Corporation Commission is required by law to provide access to this public information via the internet.
Yes. Documents filed with the A.C.C. are public record, and, if copies are requested, must be provided to the public. The documents and the information are also viewable by the public on the internet. The Arizona Corporation Commission is required by law to provide access to this public information via the internet.
Some documents must be published after they are approved for filing. You will be informed in the approval letter whether or not your document needs to be published. Do not publish until the document is approved for filing by the A.C.C.
The A.C.C. does not endorse any particular newspaper, but, as a courtesy to our customers, provides a list of newspapers that have sworn to the A.C.C. that they meet the statutory criteria for publishing documents. Do not publish a document until it has been approved for filing by the A.C.C.
It is not required, but you may send the Affidavit of Publication you receive from the newspaper to the A.C.C. for placement into the entity’s public record. If you do not submit the Affidavit of Publication to the A.C.C. you should retain it as part of your entity’s permanent record.
If an error is a typographical error, such as a misspelling or a mix-up of address numbers, then the correction can be made by submitting Articles of Correction. Articles of Correction cannot be used to correct substantive provisions, such as changing directors, officers, or members, or completely changing an address. Articles of Correction also cannot be used to change the name of the entity, with very rare exceptions for minor typographical errors in the name. Use the appropriate form for the entity type (use corporation forms for corporations, and use LLC forms for LLCs). If the form type does not match the entity type, the document will be rejected. Read the Instructions to the Articles of Correction for more information.
If the document you submitted has the correct spelling but the A.C.C. staff made a mistake when typing in the information, then you may contact our Customer Service Call Center at 602-542-3026 or, within Arizona only, 800-345-5819, to have the error corrected.
Administrative dissolution is an action taken by the Arizona Corporation Commission when an entity fails to meet certain statutory requirements. An administratively dissolved entity may not conduct any business or affairs except that which is necessary to wind up its business or affairs. The entity may, however, apply for reinstatement within 6 years of the date of administrative dissolution. The fee for reinstatement is $100.00. Contact Customer Service with any questions at 602-542-3026, or, within Arizona only, 800-345-5819.
No. An administratively dissolved entity is subject to being reinstated. There have been situations where an entity is reinstated by persons who are not actually associated with the entity – this is business identity theft. If you are out of business, it is recommended you voluntarily dissolve or terminate the entity so that you do not subject your entity to potential business identity theft. If your corporation is out of business, you should submit Articles of Dissolution. If your LLC is out of business, you should submit Articles of Termination.
Click here for detailed information on serving an entity through the A.C.C.
Click here for the W-9 form from the Arizona General Accounting Office.
ENTITY NAMES
Entity name reservations can be completed online - click here for more information. In the alternative, you may submit a paper Application to Reserve Corporation Name or an Application to Reserve LLC Name. (Go to the forms index.) The Instructions to the forms give detailed information on naming requirements, and you can view the naming criteria here.
No. A name reservation holds the entity name for 120 days. If you want to hold the entity name while you prepare the formation paperwork or while the formation paperwork is being processed, then you may want to obtain a name reservation online or submit an expedited paper-document name reservation application (Go to the forms index.)
There are different requirements for corporations and LLCs. In general, entity names must be distinguishable from other existing entity names or trade names, and must contain certain entity “identifiers,” such as “Inc.” for a corporation or “LLC” for a limited liability company. To view the naming criteria, click here. Read the Instructions to the document you are submitting for more detailed information on the naming requirements.
The A.C.C. does not register “dba” or “doing business as” names and does not register trade names. You can record “dba” names in the County Recorder’s office. You can obtain a trade name through the Secretary of State’s office, www.azsos.gov.
No. A name reservation merely holds the entity name on the A.C.C. system for a period of 120 days, to give you time to form either a corporation or LLC. A trade name is active for a period of 5 years, and carries legal rights associated with it, as may a “dba” name. Trade names are obtained through the Secretary of State’s office, www.azsos.gov, and their website contains extensive information on trade names. “DBA” names are recorded at the County Recorder’s Office.
Complete and submit an Application to Register Foreign Corporation Name (go to forms index). Please note that an approved name registration does not grant authority to transact business in Arizona, and it is not necessary to register the name in order to seek authority to transact business in Arizona. To obtain authority to transact business in Arizona, complete and submit an Application for Authority (go to forms index).
No. If the foreign corporation is going to transact business or conduct affairs in Arizona, it must apply for authority to do so by completing and submitting an Application for Authority; however, separately registering the name is not required.
A name reservation holds the name on the A.C.C. system for a period of 120 days and is non-renewable. Any person can obtain a name reservation. Name registration is available only to foreign corporations, is active for a one-year period, and can be renewed for successive one-year periods.
Entity names must be distinguishable from other existing entity names. The A.C.C. computer system checks each entity name against all other names in the database. If it finds a name it considers indistinguishable, it will flag a potential name conflict. If your entity formation was approved, then the examiner determined there was no name conflict, and you can ignore the flag. If the name conflict was a reason for rejection of the document, the rejection letter you receive will inform you of that and will tell you how to resubmit.
CORPORATIONS
A corporation is formed or created by submitting Articles of Incorporation to the Arizona Corporation Commission (“A.C.C.”). The A.C.C. staff will examine the articles for statutory compliance and either approve the articles for filing or reject the articles with instructions on how to resubmit the document. Once the articles are approved for filing, the corporation is incorporated (formed or created). Click here for a list of the documents needed to form a corporation, or go directly to forms.
A nonprofit corporation is formed the same way a for-profit or business corporation is formed, but the statutory requirements for the articles of incorporation are a little different. A nonprofit corporation is formed or created by submitting Articles of Incorporation to the Arizona Corporation Commission (“A.C.C.”). The A.C.C. staff will examine the articles for statutory compliance and either approve the articles for filing or reject the articles with instructions on how to resubmit the document. Once the articles are approved for filing, the corporation is incorporated (formed or created). Click here for a list of the documents needed to form a nonprofit corporation, or go directly to forms.
“Nonprofit” does not mean “tax-exempt” in Arizona. The A.C.C. form for nonprofit articles of incorporation meets only the Arizona statutory minimum requirements to form a nonprofit corporation, and does NOT contain language that might be required by the I.R.S. to obtain tax-exempt status. You should seek legal or tax advice, or research the I.R.S. (www.irs.gov) requirements before submitting any documents to the A.C.C.
S corp, C corp, and 501c3 are all Internal Revenue Service (I.R.S.) code references. Those designations pertain only to tax status, and are not actually types of corporations. In Arizona, you would simply form either a for-profit corporation or a nonprofit corporation. The corporation’s tax status would later be determined by the I.R.S. and not by the A.C.C. Please note that the I.R.S. may require specific language in the articles of incorporation to obtain tax-exempt status, and that language is NOT included in the Arizona Corporation Commission forms. You should research the I.R.S. requirements at www.irs.gov before submitting any documents to the A.C.C.
The Internal Revenue Service (I.R.S.) determines tax status. Consult the I.R.S. website, www.irs.gov, for information on how to apply for tax-exempt status. Please note that the I.R.S. may require specific language in the articles of incorporation or organization, and that language is NOT included in the A.C.C. forms. You should research the I.R.S. requirements before submitting any documents to the A.C.C.
Typically, persons such as doctors, accountants, or lawyers form professional corporations. You should check with the agency or board that licenses your profession to see if it requires you to form a professional corporation or if it prohibits you from forming a professional corporation. The Arizona Corporation Commission staff cannot tell you whether you can or should form a professional corporation, because this issue may involve legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants, and cannot give legal or tax advice to the public.
The corporation is required by law to adopt bylaws. Bylaws are written rules that govern how the corporation operates internally, such as how the Board of Directors will be elected and what votes are required for a particular action. Bylaws can have any provision in them that is not prohibited by law. See A.R.S. § 10-206 and 10-3206. The A.C.C. does not have a form for bylaws, and A.C.C. staff cannot advise you concerning the content of bylaws. DO NOT FILE bylaws with the Arizona Corporation Commission.
No. Bylaws will not be accepted for filing and they will not be mailed back to you. Do not submit bylaws to the A.C.C.
Bylaws are not filed with the A.C.C., so the A.C.C. cannot provide copies of them. We suggest contacting the Board of Directors, an officer, or the statutory agent of the corporation.
The Arizona known place of business address may be changed when the corporation submits its annual report, or it may be changed by submitting a Statement of Change form.
Officers and directors may be changed when the corporation submits its annual report, or they may be changed by submitting an Officer/Director/Shareholder Change form.
The corporation must submit Articles of Amendment to the A.C.C. The form provided by the A.C.C. covers the statutory requirements for amendments, but the corporation will have to attach to it the actual amendment written out. Read the Instructions to the Articles of Amendment for detailed information about the sections of the Articles of Amendment form. A.C.C. staff cannot tell you what to write for the amendment, but we suggest that you reference each section or article of the Articles of Incorporation that is being amended and then state clearly and simply the amendment or change being made to that section or article.
“Voting group” means all shares of one or more classes or series of stock that are entitled to vote and be counted together collectively at a shareholder meeting. For example, if the corporation has different series of common stock, each series is a voting group. If the corporation has only common stock and not different series of it, then there is only one voting group. See A.R.S. § 10-140(50) for the full definition. Statutes are available on the Arizona Legislature’s website, www.azleg.gov, by following the link for Arizona Revised Statutes.
An Arizona corporation can become a corporation of another state by doing whatever that other state requires. For example, an Arizona corporation might adopt Articles of Domestication in Texas if that is what Texas requires. Then the Arizona corporation would file with the A.C.C. a certified copy of the Texas Articles of Domestication. See A.R.S. § 10-226 for the statutory requirements to transfer domicile. Statutes are available on the Arizona Legislature’s website, www.azleg.gov, by following the link for Arizona Revised Statutes.
Corporations that file bankruptcy must complete and submit to the A.C.C. a Statement of Bankruptcy. Individuals, such as officers or directors, who file bankruptcy do not need to report that to the A.C.C.
Corporation documents submitted to the A.C.C. may be signed by either a duly-authorized officer or the Chairman of the Board of Directors. “Duly-authorized” means that the corporation has granted that officer authority to sign on behalf of the corporation. The person signing should always list his or her title underneath the signature, such as “President,” or “Chairman of the Board.” If a document is signed by someone designated only as “Director,” the document will be rejected for an improper signature.
See the FAQ General Questions section for details about statutory agents.
Click here for information on obtaining a Certificate of Good Standing online. In the alternative, you may submit a Records Request form by mail or in person at 1300 W. Washington St., Phoenix, AZ 85007.
Conversion is not allowed under Arizona law. A corporation can merge with or into an LLC, but cannot simply convert to an LLC. You should consult with an attorney so that you can receive appropriate legal advice for your particular needs. The A.C.C. cannot advise you about mergers or any other legal issue.
LIMITED LIABILITY COMPANIES
An LLC is formed or created by submitting Articles of Organization to the Arizona Corporation Commission (“A.C.C.”). The A.C.C. staff will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document. Once the articles are approved for filing, the LLC is organized (formed or created). Click here for a list of the documents needed to form an LLC, or go directly to forms.
No, but you can form an LLC and then apply to the I.R.S. for tax-exempt status. There are only LLCs in Arizona, not specifically nonprofit LLCs. If you want a tax-exempt LLC, you would form an LLC and then apply to the Internal Revenue Service for tax-exempt status, www.irs.gov. The I.R.S. may require particular language in the Articles of Organization in order to obtain tax-exempt status, and that language is NOT included in the A.C.C. forms. You should research the I.R.S. requirements before submitting any documents to the A.C.C.
Typically, persons in licensed professions, such as doctors, accountants, or lawyers, form professional LLCs. You should check with the agency or board that licenses your profession to see if it requires you to form a professional LLC or if it prohibits you from forming a professional LLC. The Arizona Corporation Commission cannot tell you whether you can or should form a professional LLC because this issue may involve legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants and cannot give legal or tax advice to the public.
Yes, the LLC must have at least one member. A limited liability company is owned by its members.
Yes.
Yes. The same person can be both the only member and the only manager.
The records of the Arizona Corporation Commission will reflect only members or managers – no “managing member” can be listed. If the LLC is set up with a Manager Structure (it is manager-managed), then it will have one or more managers, and those managers may also be members, but the A.C.C. does not recognize a title of “managing member.” If the LLC has a Member Structure (it is member-managed), then the A.C.C. will recognize only members, but not a “managing member.”
Members of an LLC are its owners, much like shareholders of a corporation own the corporation. Managers of LLCs are like the board of directors or the officers of a corporation. If a manager is also a member, then the manager may have an ownership interest in the LLC. If the manager is just a manager and is not also a member, then the manager has no ownership interest in the LLC.
If the LLC is member-managed, then the members as a group run the day-to-day operations of the LLC, subject to any operating agreement. Member-managed LLCs where each member has a vote function very similarly to partnerships.
If the LLC is manager-managed, the manager or managers run the day-to-day operations of the LLC instead of the members, subject to any operating agreement. Manager-managed LLCs function more like corporations, where the board of directors and the officers make decisions and the shareholders don’t really participate in day-to-day operations.
When you create an LLC, you must choose how the LLC will conduct its daily affairs by choosing whether it will be manager-managed or member-managed. This is called its “management structure.” If the LLC will be run by one or more managers and not by its members, then you must check the “vested in managers” box, and you must list the name and address of the manager, and you must list the name and address of all members who own 20% or more of the LLC, and then check the appropriate box under the manager and member names. If one or more members will make business decisions for the LLC and there are no managers, then you must check the “reserved to members” box and you must list the names and addresses of all members of the LLC, no matter what percentage they own.
Please note that A.C.C. staff cannot tell you what type of management structure to choose because the answer involves legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants and cannot give legal or tax advice to the public. We recommend you consult with appropriate professionals, such as a lawyer and an accountant, for advice on your particular needs.
This refers to how the LLC is organized, or its management structure (see the immediately preceding question and answer). If the LLC is manager-managed, only managers may sign documents submitted to the A.C.C. Please note that A.C.C. staff cannot tell you whether or not you should form a manager-managed LLC because the answer involves legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants and cannot give legal or tax advice to the public. We recommend you consult with appropriate professionals, such as a lawyer and an accountant, for advice on your particular needs.
This refers to how the LLC is organized, or its management structure (see the “management structure” question above). If the LLC is member-managed, only members may sign documents submitted to the A.C.C. Please note that A.C.C. staff cannot tell you whether or not you should form a member-managed LLC, because the answer involves legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants and cannot give legal or tax advice to the public. We recommend you consult with appropriate professionals, such as a lawyer and an accountant, for advice on your particular needs.
An operating agreement is an agreement that governs relations among the members and the managers and between the members and managers and the limited liability company. The operating agreement may be written, which is recommended, or it may be oral (verbal). It may contain any provision that is not contrary to law and that relates to the business of the limited liability company, the conduct of its affairs, its rights, duties or powers and the rights, duties or powers of its members, managers, officers, employees or agents. For a full description, click to read the statute, A.R.S. §29-682.
No. Operating agreements are not required by law to be filed, and will not be accepted for filing. Do not send your operating agreement to the A.C.C., because it will not be returned to you.
The simplest way to change the address of the LLC is with a Statement of Change of Known Place of Business Address or Statutory Agent form. If other changes to the articles of organization are being made that would require articles of amendment, the address may also be changed in the Articles of Amendment.
If you are removing and/or adding members or managers, you must do this by way of an amendment to the articles of organization. Use the Articles of Amendment form.
If you are only changing the name (not the identity, just a name) of an existing member or manager (for example, if the manager gets married and adopts the spouse’s name), or if you are changing addresses of existing members or managers, then you may use a Statement of Change of Manager or Member Addresses form here.
Amendments are made by submitting Articles of Amendment to the Arizona Corporation Commission. We offer a long-form Articles of Amendment that covers most amendments, and we offer a short-form Articles of Amendment, which is designed for the few types of amendments that always require publication. If A.C.C. forms do not cover the amendment you need, you may submit your own amendment. (Go to the forms index.)
You would need to comply with the law of the other state by filing whatever they require for your LLC to domesticate there (sometimes called redomestication), and then file a certified copy of that document with the Arizona Corporation Commission.
LLCs are not required to report any bankruptcy to the Arizona Corporation
Commission.
If the LLC is manager-managed, then only a manager may sign documents submitted to the A.C.C. If the LLC is member-managed, then only a member may sign documents submitted to the A.C.C. Please note that the A.C.C. will reject the document if the title underneath the signature does not match the management structure of the LLC. If you don’t remember what management structure you chose, check your entity’s record on our website here.
See the FAQ General Questions section for details about statutory agents.
Click here for information on obtaining a Certificate of Good Standing online. In the alternative, you may submit a Records Request form by mail or in person at 1300 W. Washington St., Phoenix, AZ 85007.
Conversion is not allowed under Arizona law. An LLC can merge with or into a corporation, but cannot simply convert to a corporation. You should consult with an attorney so that you can receive appropriate legal advice for your particular needs. The A.C.C. cannot advise you about mergers or any other legal issue.
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FOREIGN ENTITIES
A foreign entity is a corporation or LLC that was formed or created in a state or country other than Arizona. Entities created under federal or Indian tribal law are also considered foreign entities.
If a foreign entity wants to transact business or conduct affairs in Arizona, it must register with the Arizona Corporation Commission. The entity must determine for itself if its activities constitute the transaction of business – the A.C.C. does not make this determination because it involves a legal analysis of the entity’s business compared to the applicable statute, and the A.C.C. does not and cannot provide legal advice to the public.
Foreign corporations must submit to the A.C.C. an Application for Authority to Transact Business or Conduct Affairs. Additional documents must accompany the Application – read the Instructions to the Application for Authority to ensure that you attach all necessary documents. (Go to forms index.)
Foreign LLCs must submit to the A.C.C. an Application for Registration. Additional documents must accompany the Application – read the Instructions to the Application for Registration to ensure that you attach all necessary documents. (Go to forms index.)
If a foreign entity restates or amends its articles in the state or country of its incorporation or formation, then it must file with the A.C.C. a copy of the document evidencing that restatement or amendment within 60 days of the effective date of the restatement or amendment. For example, if a Texas corporation or LLC amends its articles in Texas, it must file a certified copy of that amendment with the A.C.C. within 60 days of the filing in Texas. As another example, if a Texas corporation or LLC is the surviving entity in a merger, and that merger amended the articles of the Texas corporation or LLC, then a certified copy of the merger must be filed with the A.C.C. within 60 days of the filing in Texas.
Foreign corporations – please note that if any such amendment or merger is submitted more than 60 days after the date of filing in the foreign jurisdiction, a $100 penalty will be owed when the document is submitted to the A.C.C. This penalty does not apply to foreign LLCs.
This applies only to foreign corporations, not LLCs. A foreign corporation must apply for new authority to transact business in Arizona if it changes any of the following:
· Its actual corporate name or the name under which it has obtained authority in Arizona;
· The period of its duration; or
· The state or country of its incorporation.
The A.C.C. has an Application for New Authority here. Read the instructions to the Application for New Authority to make sure you attach any necessary documents.
It does not amend the original application. Instead, there are circumstances where a foreign corporation might have to seek new authority. See the immediately preceding question and answer.
By submitting to the A.C.C. Articles of Amendment to Application for Registration. Read the Instructions to the Articles of Amendment to make sure you attach any necessary documents.
Yes, if either of the following are true:
(1) Any statement in the application for registration was false when
made; or
(2) Any arrangements or other facts described have changed, making the
application inaccurate in any respect.
The amendment can be made by submitting Articles of Amendment to
Application for Registration. Read the Instructions to the Articles of Amendment
to make sure you attach any necessary documents. (Go to forms index.)
ANNUAL REPORTS
No.
Yes.
The due date is different for every corporation. To find your corporation’s due date, check your entity’s record on our website here by entering the entity name in the search box then clicking on “search.”
Yes. Submit an Annual Report Extension Request along with the fee for the annual report. Read the Instructions to the Annual Report Extension Request for more information. (Go to forms index.)
Option 1: Submit the annual report electronically, online.
Option 2: Print and then mail the annual report. Find your entity’s page on
our website here by entering the entity name in the search box
then clicking on “search.” Once you are on your entity’s page, click
on “Forms for Annual Reports To Be Printed And Mailed” and follow
instructions.
Option 3: Request that the form be sent to you. Contact our Annual Reports
Section at 602-542-3285.
No. Submitting the annual report to the A.C.C. is solely the corporation’s responsibility. Budget constraints prevent the A.C.C. from mailing any reminders, and our computer system cannot accommodate email reminders at this time. We recommend you calendar your corporation’s due date well into the future so you do not forget.
Penalties in the amount of $9.00 per month begin to accrue when the deadline is missed. The amount and timing of the penalties are set by statute. The corporation will be mailed a Notice of Pending Administration Dissolution approximately 90 days after the due date for the annual report. Approximately 60 days after that notice is generated, if no annual report has been submitted, the corporation will be administratively dissolved. The annual report plus payment of the filing fee and any accrued penalties can be submitted at any time before the date on which the corporation is administratively dissolved. After the corporation is administratively dissolved, reinstatement (in addition to the annual report, fee and penalties) will be required (see the next paragraph).
A corporation that has been administratively dissolved may not conduct any business except that which is necessary to wind up its affairs. An administratively dissolved corporation may, however, apply for reinstatement for a period of six years from the date of administrative dissolution, at a cost of $100.
RECORDS REQUESTS
Complete a Records Request form and deliver it to the Corporations Division Records Section by mail or in person, at 1300 W. Washington St., Phoenix, AZ 85007.
Copies of records are charged at fifty cents per page. Many times staff cannot determine the number of pages until the work order is completed. We require payment up front, and if staff cannot determine the number of pages before the work order is completed, then they may request payment by a check with an amount “not to exceed” a certain dollar amount. This type of check is commonly used by this agency, and has never presented a problem for our customers or their banks.
Unfortunately, we have had issues with customers who request documents but then refuse to pay for them after the work order is completed. The only way to prevent this situation is for us to request that everyone pay up front.
Complete a Records Request form and deliver it to the Corporations Division Records Section by mail or in person at 1300 W. Washington St., Phoenix, AZ 85007. Be sure and attach a copy of the stock certificate. Please note that staff can only tell you whether we have documents on file for that entity – staff cannot tell you whether or not the stock certificate has any value.
Find your entity’s page on our website here by entering the entity name in the search box then clicking on “search.” Once you are on your entity’s page, click on “Check Corporate Status” in the upper right corner. Then click on “print certificate,” and follow the instructions to pay for and print your entity’s certificate. In the alternative, you may submit a Records Request form by mail or in person at 1300 W. Washington St., Phoenix, AZ 85007.
Click here for detailed information on serving an entity through the A.C.C.
The A.C.C. accepts deposits of monies to be used for paying filing fees of documents submitted to the A.C.C. The monies are deposited into money-on-deposit (“MOD”) accounts in the name of the holder of the account. Fees are deducted when documents are filed and the cover sheet instructs that the MOD account be charged. Each account has a monthly statement issued showing the monthly transactions.
Anyone can establish a MOD account, although typically it is only done by persons who frequently file documents with this agency. There is no minimum balance. If the account does not have an adequate balance when documents are filed, those documents will be rejected for nonpayment of filing fees. It is up to the MOD account holder to determine whether adequate funds exist in the account – the A.C.C. does not monitor accounts for that purpose and no notices will be sent.
To establish a MOD account, complete a MOD Account Application.
TECHNICAL OR COMPUTER QUESTIONS
“STARPAS” means the State of Arizona Public Access System. It is the computer database that provides public access, through our website via the internet, to corporation and limited liability company records on file with the Corporations Division of the Arizona Corporation Commission. The database includes names of partnerships and trade names that are on file with the Secretary of State’s office, because our system is linked with the Secretary of State’s system only for purposes of checking entity name availability. For detailed information about partnerships and trade names, go to the Secretary of State’s website, www.sos.gov.
To check the public record of your corporation or LLC for accuracy, and to monitor it periodically, which is highly recommended. In addition, STARPAS has information on officers, directors, members, managers, statutory agent, and annual report due date, and enables the online submittal of annual reports. You can also obtain a certificate of good standing for your entity through STARPAS. STARPAS does not contain detailed information on partnerships or trade names; for that, go to the Secretary of State’s website, www.sos.gov.
From the Corporations Division home page, click on “search for an entity.” For detailed instructions, click on “General Instructions for Using This Site” and/or click on the question mark beside each search option listed.
Our website is optimized for use with Internet Explorer. Click here for more information.
The search options on the website do not fit my needs – I need information on thousands of entities – how can I get more information from the database?
You can request an “ad-hoc” report. An ad-hoc report extracts information from the STARPAS database using the criteria you request. Complete and submit a Database Extraction Request. The form lists the criteria or parameters you can select for your report, or you can click here for a list of all available data fields. We can only supply information from the Arizona Corporation Commission database, which does not include information on trade names, trademarks, or partnerships. For that information, contact the Arizona Secretary of State’s office, www.azsos.gov, 602-542-4285.
The Database Extraction Request form lists the criteria or parameters you can select for your report, or you can click here for a list of all available data fields. We can only supply information from the Arizona Corporation Commission database, which does not include information on trade names, trademarks, or partnerships. For that information, contact the Arizona Secretary of State’s office, www.azsos.gov, 602-542-4285. Please note that the database does not contain phone numbers of entities or entity financial information, so that information is not available on an ad-hoc report.
Complete and submit a Database Extraction Request with payment.
CD-Rom or Electronic Mail File for information extract $75.00.
CD-Rom or Download of entire database $1,000.00.
For details on acceptable payment methods, click here.
Can my ad-hoc report be emailed to me?
We do not recommend electronic mailing of ad-hoc reports that consist of a copy of the entire database. Based on our past experience, some email systems have limitations on receiving large files, and you might never receive your report. We can email smaller ad-hoc reports, for example, a report of only new entities formed within the last six months.
