ANSWER: A statutory agent is required for service of process in case the Corporation/Limited Liability Company is served with legal documents. A statutory agent can be one of the following: An individual, domestic corporation, a limited liability company or a foreign corporation or a foreign limited liability company authorized to transact business in this state. If the statutory agent is an individual, they must be a resident of this state. Statutory agents must have a physical address in Arizona where due process can be served.
29) HOW DO YOU CHANGE AN ADDRESS?
ANSWER: By completing and filing a change of address form. For general information please read: Address Changes. If an Limited Liability Company, please use form LL0006 click here. If a business corporation use this form AR0009, click here. You can download the forms from our web site located at: Forms.
30) HOW DO YOU CHANGE A STATUTORY AGENT?
ANSWER: By completing and filing a change of agent address form. General statutory agent information is located at Agent Forms. Scroll down to the bottom of the instructions for web links to the appropriate Corporate or LLC form and download it.
31) WHY DOESN'T THE INTERNET DISTINGUISH THE DIFFERENCE BETWEEN ARTICLES OF DISSOLUTION AND APPLICATION OF WITHDRAWAL? (I accidentally filled out the wrong form)
ANSWER: It does. The names of the documents indicate the differences in their type. A domestic corporation dissolves (Articles of Dissolution). A foreign corporation withdraws its authority to transact business here (Application for Withdrawal).
Customers frequently ask why the instructions for Articles of Dissolution/Application for Withdrawal read: "If dissolving by incorporator or director and signature is acknowledged, Publication and Revenue clearance is not required, nor is there a filing fee." They want to know why they are rejected for not paying the dissolution fee from Form CF: 0032.
Dissolution by incorporators or directors is applicable only to corporations that either:
1) Have not issued shares or commenced business (profit).
2) Have no members or members entitled to vote on the dissolution and have not commenced conducting affairs (nonprofit).
If a corporation does not meet this criterion, then it must pay the filing fee and publish. The instruction sheet covers all forms of dissolution or withdrawal. That is why the exception is bolded as a NOTE:
32) HOW LONG CAN A CORPORATION DO BUSINESS IN ARIZONA WITHOUT FILING AN APPLICATION FOR AUTHORITY AND IS THERE ALWAYS A FINE?
ANSWER: Pursuant to A.R.S. §10-1501 a corporation SHALL NOT transact business in this state without obtaining authority from the Commission. In addition to late Annual Report filing penalties (if applicable) which are always imposed pursuant to A.R.S. §10-1502.D. the Attorney General may bring an action to recover an additional penalty of up to one thousand dollars.
However, there are specific types of business which do not constitute transacting business in Arizona, i.e. interstate commerce. The exemptions are enumerated in A.R.S. §10-1501.B. The list, however, is not exhaustive, and therefore, the Commission cannot determine if a corporation must obtain authority to transact business in Arizona. Responsibility is then upon the Superior Court. You can refer to the statutes at ARS STATUTES Title 10 for additional information.
33) DO ALL BUSINESSES HAVE TO REGISTER WITH THE COMMISSION?
ANSWER: Generally, One can go into business without incorporating, i.e. Sole Proprietor, Partnership. For limitation of liability of personal assets a business MAY incorporate or may choose to form a limited liability company.
34) WHAT ARE THE ADVANTAGES OF BEING A REGISTERED CORPORATION?
ANSWER: Generally, Limitation of liability and some possible tax advantages. Contact the Internal Revenue Service, your attorney or tax consultant.
35) WHAT KINDS OF BUSINESSES DO NOT HAVE TO REGISTER WITH THE COMMISSION?
ANSWER: Any business unless a specific licensing authority requires incorporation. Otherwise, incorporating is a personal decision offering advantages and disadvantages. Consult with an attorney or tax consultant.
36) WHAT IS A FRANCHISE?
ANSWER: Generally a franchise is a contractual agreement between a person or entity and an established business for the use of the name, structure, reputation, management policies and expertise of the business for a specified period of time. The Arizona Department of Commerce, Small Business Services, has information on franchises in their online Step-by-Step Checklist to Start, Expand or Operate a Small Business in Arizona. Visit their web site at www.azcommerce.com/smallbiz.
37) WHAT IS A DBA?
ANSWER: DBA is an acronym for: "doing business as".
Contact the Arizona Secretary of State's Office to obtain a trade name under which you plan to "Do Business As. Also, the County Recorder's office will file DBA's as a fictitious name.
1. How does it differ from a regular corporation?
A DBA is generally a trade name which a company or corporation may use to do business as irrespective of its actual (true) name. If a corporation uses a DBA, however, the DBA cannot include the word incorporated or an abbreviation thereof.
38) HOW CAN I SPEAK TO A PERSON OR CUSTOMER SERVICE REPRESENTATIVE?
ANSWER: By calling the appropriate department number below:
Corporate Filings: 602-542-3026
Annual Reports: 602-542-3285
Records: 602-542-3026
You may also send an e-mail via our web site. For Corporate filings CLICK HERE, for Annual Reports CLICK HERE, and for Records CLICK HERE.
ANNUAL REPORTS
LLC's are not required to file annual reports with the Arizona Corporation Commission.
1) CAN I ELECTRONICALLY FILE (E-FILE) MY ANNUAL REPORT?
ANSWER: Many Profit Business, Professional, Non Profit, Corporate Sole or Co-Op's can now e-file. Business trusts and close corporations can not electronically file their annual report at this time. Please go to the Corporation’s web site to determine if you can file your Annual Report electronically at: Annual Report Instructions or visit www.azcc.gov/divisions/corporations/electronicallyfiling.asp.
2) CAN I HAVE MY ANNUAL REPORT EXPEDITED?
ANSWER: Yes, you may expedite your annual report by including a check for the $35.00 expedite fee per annual report when you mail it in. If you electronically file your annual report and choose the expedited fee, your report is processed in real time. To view more information click here.
If you mail in your annual report, mark "Expedite" on your envelope and the enclosed check. This identifies the process and is routed to the proper department. If you have already submitted an annual report by mail and would like to expedite, please mail the check with your file number and copy of the report to the annual reports special handling section.
3) WHEN WILL MY ANNUAL REPORT BE PROCESSED?
ANSWER: Processing times vary even when a document is e-filed, to view our current processing times, Click here.
4) HOW DO I GET AN ANNUAL REPORT FORM?
ANSWER: If you need an annual report, you can visit our website at: www.azcc.gov/Divisions/Corporations. You may directly search on line for your business entity. To seach directly click here. Once you locate your corporation you can electronically file your annual report or complete the form online, print and mail to the ACC. You may also call the annual reports section to request a form at 602-542-3285.
5) DOES THE PUBLIC HAVE ACCESS TO COPIES OF THE ANNUAL REPORT?
ANSWER: Yes. The annual report is part of the official public record, including addresses cited. You can view an electronic image of any corporation’s approved Annual Report on the web by looking up the corporation, use the following link to search for your corporation and previously filed annual reports. Click here to start a search.
NOTE: Do NOT put a social security numbers, tax identification numbers, employer identification numbers or any other personal information on any document or attachment(s) submitted to the Commission.
6) ARE THERE CERTAIN PARTS OF THE ANNUAL REPORT FORM I AM NOT ALLOWED TO UPDATE?
ANSWER: Yes, a corporation cannot change its annual report due date, its name or file number, the fee, or the number of shares authorized on the annual report. In some cases an amendment is required. Example when changing the corporate name. Please go to our website to download the forms and instructions at FORMS. 7) THE ANNUAL REPORT FOR OUR CORPORATION WAS RETURNED TO US FOR A CORRECTION. THE NOTICE STATES WE HAVE 30 DAYS TO MAKE THE CORRECTION. WHAT IF WE PREVIOUSLY HAD AN EXTENSION? DO WE GET MORE TIME?
ANSWER: NO, A.R.S §10-1622.E & 10-11622.D states the corrected reports must be "...delivered to the commission within thirty days after the effective date of the notice, [if] it is deemed to be timely filed." Extensions are only relevant for the initial report filing, not subsequent correction notices.
For Profit/Business Corporations, penalties begin to accrue pursuant to A.R.S. 10-1622.F. If the corrections are not made with the 30 day period. You can refer to the statutes at ARS STATUTES Title 10 for additional information. If you are unsure why your annual report was returned or are unsure of how to make the requested corrections, please contact the annual report section at 602-542-3285.
8) WHAT IS THE ANNUAL REPORTS SECTION'S PHONE NUMBER?
ANSWER: (602) 542-3285, or FAX (602) 542-0082. You may also send an e-mail via our web site at A.R. WEB.
Avoid Common Mistakes :
- Don't forget to send in the proper fees. Each annual report must be accompanied by the filing fee of $45.00 for Business/Profit Corporations, $10.00 for Non-Profit Corporations. Make sure the check is properly completed and signed. For tracking purposes please write your file number on your check. Please note: The Arizona Corporation Commission does not accept checks that do not have imprinted name and address of the account holder on them or checks drawn from non-U.S.banks.
- Penalty amounts must be attached if the report is overdue and you are a for profit corporation. Penalties accrue until the report is filed/payment is made or until the corporation is administratively dissolved/revoked, which ever occurs first at a rate of $9.00 per month or fraction of the month, for Business/Profit Corporations. Penalties are dictated by law (A.R.S.10.1622.G). Corporations are responsible for their own tardiness. Nonprofit corporations are not required to pay penalties after January 1, 1999. If you are unsure of penalty amount, please call or email the annual report section.
- The Certificate of Disclosure must be complete - One box must be checked for section 10, 11A & 11B. Additionally, an officer of the corporation must verify the information, sign and date the report. See the instruction page of the annual report (p. 4, numbers 7 and 12) for signature requirements.
- Examine your corporation's stated life/duration to make sure it is not in danger of expiring.
- Make sure the Commission's form indicates the correct corporate information for your entity. Corrections and updates to the annual report form can be made by striking out incorrect data and neatly writing in corrections. Do not use metallic address stickers or highlighters because they do not scan and reproduce properly on our imaging system.
Follow These Suggestions to Keep Your Corporation from Being Revoked or Administratively Dissolved:
- If You Move, Tell Us: Address changes must be made in writing on either the annual report form or Statement of Change form, CHANGE ADDRESS FORM. Address changes are not accepted over the phone or by email because the form stating the address change must be executed (signed) by a duly authorized officer. The Commission is prohibited by law from taking any instruction about the corporate address from the U.S. Postal Service. Mail from the Commission cannot be forwarded. A.R.S. §§10-501, 10-1507, 10-3501 & 10-11507 require that all Corporations maintain a current address with the Commission. Corporations with undeliverable addresses are subject to revocation/administrative dissolution by the Commission.
- If Your Statutory Agent Moves, Tell Us: Again, statutes require that all corporation Statutory Agents keep a current address with the Commission. The annual report form now has spaces for both a physical address and mailing address. You must provide a physical street address for the statutory agent, when using a Po Box for mailing purposes. Strike incorrect addresses and neatly write the correct addresses in the space directly below or to the side. If a new agent is being appointed that agent must sign accepting appointment and they must reside in the State of Arizona, out of state statutory agents are not acceptable.
- Know Your Corporation's Annual Report Due Date So That You Can Submit The Report in a Timely Manner: All corporations must file an annual report once each year. The due date for the corporation is printed on the top, left side of the annual report form. Corporations should receive their blank forms with the file number, name, and address preprinted approximately two months prior to the corporation's report due date. If your corporation fails to receive an annual report form in the proper time period, you can download one at the Corporation’s web site. Limited Liability Companies are not required to file an annual report.
- Use The Annual Report Form Provided by The Commission. Do Not Create Your Own Form -It's Against The Law. - Never change the corporate name, due date, filing number or fee amount printed on the form.
- Precisely Follow the Directions on Page Four of the Annual Report Form: Use the checklist provided.
- Check our division web site regularly at www.azcc.gov/divisions/corporations for legal updates, instructions, or forms. Additionally, the Legislature's web site (www.azleg.state.az.us) has the complete text of Title 10 (corporation law) and Title 29 (L.L.C. law). Their site also lists bills being considered that affect these two titles.
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RECORDS SECTION
Acceptable forms of payment are Cash, Check, Money Orders or Money on Deposit Accounts. We cannot accept credit card transactions at this time. Please make check or money order payable to the Arizona Corporation Commission. To avoid delay in processing documents, submit payment with your forms.
1) HOW DO I OBTAIN INFORMATION ABOUT AN OLD STOCK CERTIFICATE OR OLD CORPORATION?
ANSWER: You need to send a copy of the old stock certificate to the Corporate Records Section. We will research the certificate and let you know the status of the corporation. If the corporation is still active, we will notify you so you may obtain copies of documents, which will provide information regarding the value of the stock. The process usually takes approximately 3-4 weeks to research.
2) HOW DO I OBTAIN COPIES OF DOCUMENTS?
ANSWER: The commission charges 50 cents per page for copies. You may either come into our offices or send a check "Not To Exceed $10.00" with a request stating the name of the corporation and the documents of which you would like copies. There is an additional charge of $5.00 for each document for an LLC. Turn around time is usually 4-5 days unless you expedite the request. Expedited requests are an additional $35.00, which means we have the request processed within twenty-four hours of receipt.
3) HOW DO I OBTAIN THE NAMES OF THE ANY OFFICERS/DIRECTORS OF A CORPORATION?
ANSWER: You can get the president and secretary from the web, under "list corps by agent". Additionally, an electronic image of the latest Annual Report for many corporations is also available on this web site by looking up the corporation and then looking for a block icon under the Annual Reports section for the corporation. The second page of the report lists the officers and directors.
4) HOW DO I OBTAIN A CERTIFICATE OF GOOD STANDING?
ANSWER: Certificates may be obtained on line at CLICK HERE or you may send your request to the Corporate Records Section. The cost for the Good Standing is $10.00. To expedite your request, there is an addition $35.00 fee.
5) WHAT IS A MONEY ON DEPOSIT ACCOUNT?
ANSWER: A money on deposit account is a prepaid account used for various services on a regular basis.
(5.A) HOW DO I OPEN A MONEY ON DEPOSIT ACCOUNT?
ANSWER: Please go to the web site at Records Money on Deposit Account
6) HOW DO I CHANGE A CORPORATION/LLC OR STATUTORY AGENT ADDRESS?
ANSWER: CLICK HERE for general information on the web and CLICK HERE for the appropriate forms.
Please Note: There is a $5.00 charge for filing a change of address or agent for a LLC.
7) HOW DO I CHANGE OR RESIGN A STATUTORY AGENT?
ANSWER: CLICK HERE for general information on the web and CLICK HERE for the appropriate forms.
Please note: there is a $10.00 filing fee for filing a resignation of agent for a corporation.
8) HOW DO I OBTAIN A STATUTORY AGENT?
ANSWER: The Arizona Corporation Commission does not maintain a list of people or Corporations/Limited Liability Companies that serve as statutory agents. Arizona does not require statutory agents to register with the state. Per A.R.S. §10-501.2, & §29-604 A statutory agent who may be either:
(a) An individual who resides in this state.
(b) A domestic corporation formed under this title.
(c) A foreign corporation authorized to transact business in this state.
(d) A limited liability company formed under title 29.
(e) A limited liability company authorized to transact business in this state.
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STARPAS SYSTEM
1) WHAT IS THE STARPAS SYSTEM?
ANSWER: The State of Arizona Public Access System (STARPAS), provides access to corporation and limited liability company records on file with the Arizona Corporation Commission, Corporations Division. The database also includes names of limited partnerships, partnerships and trade names because it is joined with the Secretary of States office database, for the purpose of name availability searches. Individuals may search for corporate business entities such as limited liability companies, business, nonprofit and profit and foreign corporations. They may also search for statutory agents or agent addresses.
2) WHY WOULD I USE THIS DATABASE AND THE INFORMATION AVAILABLE ON THE WEB?
ANSWER: To look up information on a specific Corporation or Limited Liability Company. Information regarding corporate names and addresses, corporate status, business type, officers, directors, and annual reports are available. Detailed information on trade names, trademarks and limited partnerships, can be viewed at the Secretary of State’s web site http://www.azsos.gov business services section.
3) HOW DO I SEARCH OR LOOK UP DETAILED INFORMATION ON THE DATABASE?
ANSWER: Use the STARPAS Web Search Instructions. Press the word "Instructions" on the top of the STARPAS main menu or to view instructions
4) WHAT IF NONE OF THE ON-LINE WEB SEARCHES FIT MY NEEDS?
ANSWER: Special extracts from the Corporations Division STARPAS data base are available. Examples include type of business, nonprofit or profit designation, foreign authority and limited liability companies.
The extract does not include information from the Secretary of States Office. To get extracts of trade names, trademarks, limited partnership, you will need to contact the Secretary of States Office, Customer Service Business Center, 14 North 18th Ave, Phoenix, AZ 85007. Their main phone number is 602-542-4285. Trade name section phone number is 602-542-6187.
5) WHAT IS AN "AD-HOC REQUEST?"
ANSWER: An Ad-Hoc request is extracted data from our database. For further information, please see page 1 of the Public Reproduction Request Form.
6) WHAT TYPE OF INFORMATION CAN WE GET?
ANSWER: Basic information: such as file number, corporate name, corporate address, statutory agent name and address, domicile, county, incorporating date, approval date, president, secretary, members and managers and their addresses. Other more detailed information is available. To view the layout of this information click here Data Base Record Layout.
7) WHAT ARE THE MOST COMMON TYPES OF AD-HOC REQUESTS?
ANSWER: Homeowner associations, new business filings within a specific time frame, business corporation types: Examples - nonprofit, profit or business type.
8) CAN WE GET THE NUMBER OF MEMBERS?
ANSWER: Yes.
9) ARE THERE FEES FOR AN AD-HOC REQUEST FOR CORPORATE DATABASE INFORMATION?
ANSWER: Yes. If you need information beyond what is available via the free web site, there are fees. See fee listing on page 1 of the Public Reproduction Request Form.
10) WHAT FORMS OF PAYMENT ARE ACCEPTABLE?
ANSWER: Check, cash, money order or Money on Deposit account. To avoid any delay in processing your Ad-Hoc request, please submit payment along with your Public Reproduction Request Form.
11) CAN YOU E-MAIL THE FILE?
ANSWER: We do not recommend electronically mailing the complete files of our entire database. Based on past experience, some electronic mail systems have limitations on receiving large files. We can e-mail smaller, Ad-Hoc requests. Examples - extract of all new businesses within the last six months.
12) CAN I GET THE FILE OR LIST IN SPECIFIC AREAS FOR THE SAME COST?
ANSWER: Yes. If you are requesting an Ad-Hoc file or list, for example by: county, city, state or zip code.
13) ARE PHONE NUMBERS AVAILABLE?
ANSWER: No. Phone numbers are not available on the database and therefore, they cannot be provided.
14) IS THERE FINANCIAL INFORMATION AVAILABLE?
ANSWER: No.
15) HOW DO I ORDER AN AD-HOC REQUEST FOR DATA INFORMATION?
ANSWER: You will need to fill out the Public Reproduction Request form and submit it with your payment to:
Arizona Corporation Commission
Information Technology Division
1200 West Washington Street 1st Floor
Phoenix, Arizona 85007
If you cannot access this form via the internet we can fax, mail or e-mail the form to you by contacting the IT Division at 602-364-4433 or by sending a request via e-mail to: itsupport@cc.az.gov.
Rev 02/2008
