Register an Arizona Foreign LLC
An Arizona Foreign LLC is an LLC formed in another state or jurisdiction that does business in Arizona. When a foreign LLC wants to do business in Arizona, it needs to complete several steps, including obtaining a Certificate of Existence from your home state, registering with the Arizona Corporation Commission, and paying the state filing fee of $150 ($185 for expedited filing). Registration is required any time an LLC's activities constitute doing business in the state, including owning a building in which you conduct business, renting or leasing property, performing construction contracting, mining, and employing workers in Arizona.
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How To Register a Foreign LLC in Arizona
To legally do business in Arizona as a foreign LLC, you need to complete a process called foreign qualification. In Arizona, this involves submitting a Foreign Registration Statement to the Arizona Corporation Commission. Here’s how.
1. Appoint an Arizona Statutory Agent
First, you need to appoint a statutory agent (called a registered agent in most other states). An Arizona statutory agent is a person or company appointed by a business to accept legal mail on the business’s behalf. Your statutory agent must have a physical address in Arizona where they can be reached during normal business hours.
Can I be the registered agent for my Arizona foreign LLC?
It depends. To be your own Arizona registered agent, you would need a physical residence in the state where you will be present year-round to accept service of process, and since you’re registering as a foreign LLC, you probably don’t have that. Most LLCs hire a registered agent service when doing business in other states.
Why hire a registered agent service?
The names and addresses you put on state business filings will go on the public record, where anyone can find them online. Hiring a registered agent who will put their address on state forms instead of yours wherever possible is a smart way to protect your privacy.
2. Obtain a Certificate of Existence
Next, you’ll need to obtain a Certificate of Existence (sometimes called a Certificate of Good Standing) in your home state. This document proves that your LLC is active and legally compliant in its state of formation. Your Certificate of Existence must be dated no more than 60 days before you file your Foreign Registration Statement.
How do I get a Certificate of Existence?
You can order a Certificate of Existence from the secretary of state (or equivalent state agency) in your state of formation. The process for ordering a Certificate of Existence varies by state.
Learn more about how to get a Certificate of Good Standing.
3. Complete Your Foreign Registration Statement in Arizona
To legally do business in Arizona as a foreign LLC, you must submit a Foreign Registration Statement to the Arizona Corporation Commission.
Here is the information you’ll need to include in your Foreign Registration Statement:
- Entity type. Select whether you are registering a traditional LLC, a professional limited liability company (PLLC), or a series LLC. (Most LLCs are traditional LLCs.)
- Company name. The legal name of your LLC, as it’s registered in its home state or jurisdiction.
- Name to be used in Arizona. List your legal name, unless it’s not available or doesn’t meet Arizona naming requirements. Otherwise, provide a fictitious business name to operate under in the state.
- Professional services. If your business is a PLLC, you must state what state-licensed services your PLLC will offer.
- Home state. The state, jurisdiction, or foreign country where your LLC was formed.
- Date of formation. When your LLC was formed.
- Business purpose. The type of business you’ll be conducting. For example, “moving company.”
- Statutory agent information. The name and physical address of the person or business entity who will accept service of process for your business. Must include an actual street address in Arizona (no PO boxes).
- Business mailing address. Does not need to be an Arizona address. Can be a PO box.
- Business physical address. If your LLC’s state of formation requires your LLC to list a physical street address on formation documents, you must give that address here. If not, give the name and address of your registered agent in your home state.
- Designating foreign company. (Only for series LLCs.) The name, date of formation, and home state of the company that is establishing a foreign series in Arizona.
- Management structure. Indicate if your LLC is run by members or managers.
- Signature. The person who fills out the Foreign Registration Statement must sign. They must also indicate if they are signing as an individual or on behalf of a business entity (like a business formation service).
You will also need to submit:
- Your LLC’s Certificate of Existence (or similar document)
- A certified copy of your LLC’s organizational documents
- A document listing the names and addresses of your members (Form L041) or managers (Form L040 (depending on the management structure of your LLC)
- A Statutory Agent Acceptance form signed by your statutory agent.
If using a fictitious name, attach a resolution adopting the fictitious name.
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How much does it cost to file the Arizona Foreign Registration Statement?
The state filing fee for the Arizona Foreign Registration Statement is $150 for regular processing or $185 for expedited processing.
How do I file my Foreign Registration Statement in Arizona?
You can file your Foreign Registration Statement by mail, fax, online, or in person.
By mail or in person:
Arizona Corporation Commission – Examination Section
1300 W. Washington St.
Phoenix, Arizona 85007
Regular or Expedited Service: 602-542-4100
Same Day/Next Day Service: 602-542-0900
Online: eCorp Online Filing
Does my foreign LLC need to file formation documents in Arizona?
No. LLCs only file formation documents—commonly called Articles of Organization—in the state where they are originally formed. So you don’t need to file formation documents to register as a foreign LLC in Arizona.
4. Receive your Verification of Registration.
Once the Arizona Corporation Commission has approved your filing, they will send you a stamped copy of your organizational documents and a filing notice. The ACC will mail or fax these documents to you, or you can pick them up in person.
How long will it take for Arizona to process my Foreign Registration Statement?
The Arizona Corporations Commission can take 6-7 weeks to process the Foreign Registration Statement. Expedited processing takes 9 business days.
Arizona Foreign LLC Registration FAQ
Do I have to file an Arizona annual report for my foreign LLC?
No. Arizona does not require an annual report (or annual fee) for LLCs.
What constitutes doing business in Arizona?
While Arizona’s LLC statutes don’t clearly state what counts as doing business in Arizona, the Arizona Department of Revenue offers some general guidelines. In most cases, if your foreign LLC has a physical presence in Arizona (such as an office, store, warehouse, construction site, etc.) you’d be considered to be doing business in Arizona and would need to register as a foreign LLC. Making recurring sales as an out-of-state vendor also counts as doing business in Arizona.
AZ Rev. Stat. § 29-3905 lists the activities that do NOT constitute doing business in Arizona. For example, simply owning property in Arizona does not count as doing business there. If you are unsure whether your LLC’s activities count as doing business, you should consult an attorney to make sure you’re legally compliant.
Learn more about what it means to do business in a state.
What happens if I don’t register my foreign LLC in Arizona?
According to AZ Rev. Stat. § 29-3902, foreign LLCs that fail to register before doing business in Arizona will not be able to “maintain an action or proceeding in this state.” So if your business needs to file a lawsuit or other legal action in Arizona, you’re out of luck if you haven’t registered your foreign LLC. Not only that, but if you get caught doing business without registering, the state of Arizona could stop you from doing business altogether.
How do I amend a foreign LLC in Arizona?
To amend your foreign LLC in Arizona, you will need to submit Articles of Amendment to Foreign Registration Statement and pay a $25 filing fee. There are several reasons why you may need to amend your foreign LLC, including to change your business name, principal address, or statutory agent.
Do foreign LLCs need an Arizona TPT license?
Yes. Arizona foreign LLCs, just like domestic Arizona LLCs, must pay the Transaction Privilege Tax (TPT), which is a tax for the privilege of doing business in the state. To pay this tax, you will first need to apply for a TPT license, which you can either do by making an account on the Arizona Department of Revenue website, or by submitting the Joint Tax Application (JT-1) by mail or in person.
How can I withdraw my foreign LLC in Arizona?
If you want to withdraw your foreign LLC in Arizona, you’ll need to submit a Statement of Withdrawal of Foreign LLC or Foreign Series Registration and pay a $10 filing fee.