Out-of-State LLC in Arizona

Article 9 of Arizona's LLC Act, A.R.S. § 29-801, et seq., requires that an out-of-state, i.e. "foreign", LLC must register with Arizona's Corporation Commission in order to "transact" business in Arizona.

In order to register a foreign LLC, A.R.S. § 29-802 sets forth the following:

  1. Before transacting business in this state, a foreign limited liability company shall obtain a certificate of registration. An applicant for a certificate of registration shall pay the required nonrefundable filing fee and shall submit to the commission an application for registration as a foreign limited liability company that is signed and acknowledged on its behalf by any manager, member or other authorized agent and that states:
    1. The name of the foreign limited liability company and, if the company's real name is unavailable or does not satisfy the requirements of section 29-602, a fictitious name adopted by the company pursuant to section 29-804.
    2. The state or country and date of its formation.
    3. The purpose of the foreign limited liability company or the general character of the business it proposes to transact in this state.
    4. The name and street address of the foreign limited liability company's statutory agent in this state.
    5. The address of the office required to be maintained in the state or country of its organization by the laws of that state or country or, if not so required, of the principal office of the foreign limited liability company.
    6. Either of the following:
      1. Management of the foreign limited liability company is vested in a manager or managers.
      2. Management of the foreign limited liability company is reserved to the members.
    7. The name and address of either of the following:
      1. If management of the foreign limited liability company is vested in a manager or managers, each person who is a manager of the foreign limited liability company and each member who owns a twenty per cent or greater interest in the capital or profits of the foreign limited liability company.
      2. If management of the foreign limited liability company is reserved to the members, each person who is a member of the foreign limited liability company.
  2. An application for a certificate of registration that a foreign limited liability company submits to the commission under this section shall include proof that the company existed in the state or country in which the company organized within sixty days of delivering the application for filing with the commission.
  3. If the commission is unable to file the application for a certificate of registration at the time it is delivered for filing, the registration is deemed to have been filed at the time of delivery if the commission subsequently determines either of the following:
    1. The registration delivered conforms to the filing provisions of this article.
    2. Within thirty days after notification of nonconformance is given by the commission to the person who delivered the application for certificate of registration for filing or the person's representative, the registration is brought into conformance.

In the event that a foreign LLC does not register to transact business in Arizona, A.R.S. § 29-809 sets forth the following:

  1. A foreign limited liability company transacting business in this state shall not maintain an action, suit or proceeding in a court of this state until it has obtained a certificate of registration to transact business.
  2. The failure of a foreign limited liability company to obtain a certificate of registration to transact business does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit or proceeding in a court of this state.
  3. A member of a foreign limited liability company is not liable for any debt, obligation or liability of the limited liability company by reason of having transacted business in this state without a certificate of registration.
  4. A foreign limited liability company that transacts business in this state without a certificate of registration appoints the commission as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.
  5. Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company is not considered to be transacting business in this state for the purposes of this chapter solely because it is carrying on one or more of the following activities in this state:
    1. Maintaining, defending or effecting a settlement of an action or suit or an administrative or arbitrative proceeding or effecting the settlement of a claim or dispute.
    2. Holding meetings of its members or carrying on any other activities concerning its internal affairs.
    3. Maintaining a bank account.
    4. Maintaining an office or agency for the transfer, exchange and registration of its securities or appointing and maintaining trustees or depositories with relation to its securities.
    5. Effecting sales through an independent contractor.
    6. Soliciting or receiving orders outside this state in pursuance of letters, circulars, catalogs or other forms of advertising or solicitation and accepting the orders outside this state and filling them with goods shipped into this state.
    7. Creating as borrower or lender or acquiring indebtedness, mortgages or other security interests in real or personal property.
    8. Securing or collecting debts or enforcing any right in property securing the debts.

    9. Transacting business in interstate commerce.
    10. Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of a similar nature.
  6. This section does not apply in determining the context or activities that may subject a foreign limited liability company to service of process, suit, taxation or regulation under any other statute of this state.

This brief overview of some important considerations associated with the registration of foreign LLCs is by no means comprehensive. Always seek the advice of a competent professional when making important financial and legal decisions.

Steve Cook is an attorney at Cook & Cook. Although his 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.

Contact Us

If you are a current client of this firm, please do not send confidential or otherwise sensitive information via this site. Further, if you are not an existing client of this firm, unsolicited emails containing confidential or sensitive information cannot be protected from disclosure as no attorney-client relationship exists.