Address and Statutory Agent Changes
Reminder -
Corporations must follow laws stated in the Arizona Constitution and Arizona Revised Statutes, Title 10. They are required to file a report once every year as a means of correcting and maintaining the integrity of the public record. "Year" is defined as follows: Corporations have fiscal years that vary, therefore the State of Arizona fiscal year is used for the Treasurer's accounting purposes. Because Arizona is on a fiscal year that runs from July 1 through June 30, one report and $45 payment must be received within this 365-day period, on or before the due date assigned by the Commission. The Commission distributes the annual report form to corporations approximately two - three months before a corporation's due date. The third line in the report instructions states, "This is the only notice and form you will receive."
A forwarding order given to the Post Office is fine for most mail, but not for corporations as they relate to the Arizona Corporation Commission (and the integrity of the public record). In other words, failing to also notify the Arizona Corporation Commission of any change of corporate address directly is a violation of Arizona Revised Statutes §§ 10-501 and 10-502.
A.R.S. § 10-501 states,
"Each corporation shall continuously maintain in this state both:
1) A known place of business that may be the address of its statutory agent.
2) A statutory agent..."
A.R.S. § 10-502 states,
"The commission may commence a proceeding under § 10-1421 to administratively dissolve a corporation if either:...(4) The corporation does not notify the commission within sixty days that its statutory agent or known place of business has been changed..."
These statutes effectively prohibit the Post Office from forwarding Commission mail. The State of Arizona extends corporate status to a business entity, but in return, the state must continuously have an accurate and proper legal record of the corporation's known place of business. The commission processes address changes as a top priority. Change of address letters must be executed (signed) by an officer of the corporation.
A corporation must bear the responsibility if it fails to promptly notify the Commission of a move or if it fails to properly review and/or promptly return any legal document sent to the official corporate address of record. A document received (date stamped) by the commission after the due date is subject to provisions of A.R.S. §10-1622.F. Financial penalty statutes are automatically triggered once a corporation is late filing. A second notice is not required by statute, nor is the commission funded to distribute such a notice.
In the future, it may be helpful for the corporation to visit the legislative web site for the complete text of A.R.S. Title 10 [go to "statutes"]. Your corporation's records, including the annual report due date, are also available for you to review on the Commission web site.
The following forms are available to make these changes:
|
