If your company was formed in another state and will do business in Arizona, it usually needs to register with the Arizona Corporation Commission as a foreign entity. Foreign here just means formed outside Arizona. This guide explains the basics of the process for LLCs and corporations. It is general information, not legal advice; check the Commission’s current forms and instructions before filing.
Key takeaways
- Out-of-state LLCs and corporations usually register with the Arizona Corporation Commission before transacting business in Arizona.
- You need an Arizona statutory agent who meets the Commission’s requirements.
- According to the Commission’s instructions, publication is not required for a foreign LLC registration.
Who needs to register
Generally, a company formed in another state that will transact business in Arizona must register. Having an office, employees or ongoing operations in the state are common signs. Some limited activities may not count as transacting business. The Commission’s website and Arizona law describe the details, and an attorney can help with borderline cases.
The filing for LLCs
For LLCs, the Commission provides a foreign registration statement and instructions. The form asks for the company’s name, the state where it was formed, the statutory agent and other details. According to the Commission’s instructions, there is a filing fee, and publication, which applies to some other filings, is not required for a foreign LLC registration. Check the current instructions for the fee and any certificate of good standing you need from your home state.
The filing for corporations
Foreign corporations have their own application and requirements. They may also need to file a certificate of disclosure and meet other conditions. The Commission’s corporation forms page lists what is needed. Requirements differ from those for LLCs, so use the correct form for your entity type.
LLC vs corporation filings
| Foreign LLC | Foreign corporation | |
|---|---|---|
| Filed with | Arizona Corporation Commission | Arizona Corporation Commission |
| Main form | Foreign registration statement | Application for authority |
| Statutory agent | Required | Required |
| Publication | Not required for foreign registration, per instructions | Check current instructions |
Choosing a statutory agent
According to the Commission, if your statutory agent is an individual, that person must be 18 or older and live in Arizona. If it is a business, it must have an Arizona address and be authorized to transact business in the state. The agent receives legal notices and official mail, so choose someone reliable who will forward documents promptly. The agent signs an acceptance form.
Tip: Order a certificate of good standing from your home state before you start the Arizona filing. The Commission generally asks for proof that the company exists and is in good standing where it was formed.
Your company name
Your company’s name must be available in Arizona. If another Arizona entity already uses a name that is too similar, you may need to register under a different name for use in Arizona. Search the Commission’s online records before filing.
After registration
- Keep your statutory agent information up to date.
- File any required annual reports with the Commission.
- Get a TPT license if you sell taxable goods or services.
- Register as an employer if you will hire in Arizona.
- Keep your registration in your home state current, too.
Public records
Documents filed with the Commission are public. Anyone can look up your company’s filings, agent and principal information. Keep that in mind when choosing which addresses to list, and use a business address rather than a home address where the rules allow.
Moving the company entirely
If your company is leaving its old state completely, you may be able to convert or domesticate it into an Arizona entity, depending on the laws of both states. That is a different process from foreign registration and may have tax consequences. Get professional advice before choosing this route.
Common mistakes
The most common mistake is doing business in Arizona for months before registering. Another is listing a statutory agent who does not meet the requirements, such as an individual living outside Arizona. Owners also sometimes register in Arizona but let the home-state registration lapse, which can cause problems in both places.
Frequently asked questions
What is a foreign LLC in Arizona?
An LLC formed in another state that registers to do business in Arizona.
Do I need to publish my foreign LLC registration?
According to the Commission’s instructions, publication is not required for a foreign LLC registration.
Can I be my own statutory agent?
An individual who is 18 or older and lives in Arizona can serve. Check the Commission’s current requirements.
Next: Arizona Transaction Privilege Tax (TPT) License Basics. For the full checklist, see Moving a Business to Phoenix: A Step-by-Step Checklist.