Fortunately, you can do this in Arizona without having to form a new limited liability company (LLC). All you need to do is to undergo the foreign qualification process so that you can start doing business in the state as a foreign LLC.
What It A Foreign LLC
If a company wants to legally operate and pursue growth across state borders without the need to incorporate a new business, then it can opt for foreign qualification. Contrary to what many people may think, it does not have to do with a different country. It is for companies that wish to conduct business in another state. To do this in Arizona, your LLC will have to be registered as a foreign LLC with the Corporation Commission.
When Is It Unnecessary?
Once your company decides to conduct business operations in Arizona, you will have to determine if the foreign qualification is right for you. Generally, not all business-related activities require you to foreign qualify. According to the LLC Act of Arizona, the state does not consider your company to be transacting business if its sole activity is any of the following:
- Maintaining, effecting, defending, or settling a lawsuit
- Carrying internal business affairs
- Owning a bank account in the state
- Having an office, agency, or individuals handling the exchange, transfer, and registration of securities
- Selling products using independent contractors
- Soliciting and receiving orders accepted out of Arizona and filling these with goods that are shipped into the state
- Acquiring or creating indebtedness, mortgages, and other security interests in real or personal property as a borrower
- Collecting or securing debts
- Doing business in interstate commerce
- Doing an isolated transaction that will be done within 30 days
If your company does transactions in Arizona that do not fall under the exceptions, then the safest bet is to register for foreign qualification. Failure to do so will lead to serious consequences. Your business entity may end up facing fines and other monetary penalties. Additionally, your LLC will not be able to bring any lawsuit, action, or proceeding in court.
What You Will Need
Before proceeding with the registration, you need to understand the requirements first. States have various laws, so the pieces of information that they ask for may be different. Arizona wants a foreign LLC owner to answer the following questions:
- What is the LLC entity type? There are two types of LLC that you can choose from when filing for registration. Your company can either be an LLC or a Professional LLC.
- What is the name of your company? You have to disclose the name of your company that is used in its home state. You will also need to list the name that you will use in Arizona. You can opt for the same name in both instances. If it is unavailable, then you can have a fictitious name.
- What is the domicile information of your LLC? This refers to the state where you originally formed your LLC. You will also need to provide the original formation date of the company.
- What is the purpose of your business? You need to explain the general character and purpose of your business transaction in Arizona.
- Do you have a registered agent? The state requires a foreign company to have a statutory agent. This can be an agency or an individual who will serve as the communications contact for the LLC in Arizona.
- Where are your offices located? You need to inform the state about your office addresses, including your company’s principal office in your home state. The known place of business in Arizona can be the address of your statutory agent.
- What type of management structure will you have? You have to let the state know what management structure you will use. It can be manager-managed or member-managed. There is an additional form you need to fill out for either choice.
What To Do
The process implemented by the state involves multiple steps. Make sure you complete each one properly to avoid any problems.
- Secure a Certificate of Good Standing from your home state. It has to be current and not more than 60 days old. You can request one from the Secretary of State of the state where you originally formed the LLC.
- Get copies of the necessary paperwork. You can access these documents online. You will need a cover sheet, Foreign Registration Statement form, Statutory Agent Acceptance form, and management structure attachment. Check if you will need a Trade Name Certificate, name reservation, or a resolution for adopting a fictitious name.
- Appoint a statutory agent. Make sure you have a registered agent who has a physical address in the state. The state will send all legal documents through your agent, who will deliver them to your company. You can appoint an individual or organization like DoMyLLC for this. Make sure they sign the Statutory Agent Acceptance form.
- File the application and supporting documents. Once you complete the forms, file them with the Corporations Division of the Arizona Corporation Commission (ACC). Attach all documents along with the $150 filing fee. You will also need to include a certified copy of your Articles of Incorporation.
After submitting your application for registration of foreign LLC, the ACC will take around 20 business days to process your documents. If you want expedited processing, you can request it by paying an additional $35. The state will send you a stamped copy of the certified Articles of Incorporation and a filing notice by fax or mail. You can also opt to pick them up in person.
Doing business in a different state can open new doors for your company. However, the foreign qualification process can be a bit challenging. If you want to have a smoother experience, consider getting help from a third-party organization like DoMyLLC. Contact us now to learn more about our services.
Business Filing Section