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| Home > Statutes > Usa Arizona |
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USA Statutes : arizona
Title : Corporations and Associations
Chapter : FOREIGN CORPORATION
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10-1501 Authority to transact business required
A. A foreign corporation shall not transact business in this state until it is
granted authority to transact business in this state as provided in this chapter from the
commission.
B. The following activities, among others, do not constitute transacting business
within the meaning of subsection A:
1. Maintaining, defending or settling any proceeding.
2. Holding meetings of the board of directors or shareholders or carrying on other
activities concerning internal corporate affairs.
3. Maintaining bank accounts.
4. Maintaining offices or agencies for the transfer, exchange and registration of
the corporation's own securities or maintaining trustees or depositaries with respect to
those securities.
5. Selling through independent contractors.
6. Soliciting or obtaining orders, whether by mail or through employees or agents
or otherwise, if the orders require acceptance outside this state before they become
contracts.
7. Creating or acquiring indebtedness, mortgages and other security interests in
real or personal property.
8. Securing or collecting debts or enforcing mortgages and security interests in
property securing the same.
9. Owning, without more, real or personal property.
10. Conducting an isolated transaction that is completed within thirty days and that
is not one in the course of repeated transactions of a like nature.
11. Transacting business in interstate commerce.
12. Being a limited partner of a limited partnership or a member of a limited
liability company.
C. The list of activities in subsection B is not exhaustive.
D. This section does not apply to insurance corporations or any corporation
transacting in this state only the business of lending monies to religious, social or
benevolent associations.
10-1502 Consequences of transacting business without authority; penalty
A. A foreign corporation transacting business in this state without a grant of
authority shall not be permitted to maintain a proceeding in any court in this state
until it is authorized to transact business.
B. The successor to a foreign corporation that transacted business in this state
without a grant of authority and the assignee of a cause of action arising out of that
business may not maintain a proceeding based on that cause of action in any court in this
state until the foreign corporation or its successor obtains authority to transact
business.
C. A court may stay a proceeding commenced by a foreign corporation, its successor
or its assignee until it determines whether the foreign corporation, its successor or its
assignee requires authority to transact business in this state. If it so determines, the
court may further stay the proceeding until the foreign corporation or its successor
obtains authority to transact business in this state.
D. A foreign corporation that transacts business in this state without authority is
liable to this state, for the years or portions of years during which it transacted
business in this state without authority, in an amount equal to all fees that would have
been imposed by chapters 1 through 17 of this title on the corporation if it had duly
applied for and received authority to transact business in this state as required by
chapters 1 through 17 of this title and thereafter filed all reports required by chapters
1 through 17 of this title. In addition to all penalties imposed by chapters 1 through
17 of this title for failure to pay the fees, the corporation shall pay a penalty of up
to one thousand dollars to this state for violating this section. The attorney general
may bring proceedings to recover all amounts due this state under this section.
E. Notwithstanding subsections A and B, the failure of a foreign corporation to
obtain authority to transact business in this state does not impair the validity of its
corporate acts or prevent it from defending any proceedings in this state.
F. The attorney general or any other person may bring and maintain an action to
enjoin any foreign corporation from transacting business in this state without
authority. On a foreign corporation obtaining authority, the action shall be dismissed,
but the plaintiff shall recover its costs and reasonable attorney fees. A determination
by a court of competent jurisdiction in this state that a party to the action is a
foreign corporation that was required but failed to qualify as a foreign corporation
under chapters 1 through 17 of this title is prima facie evidence against the foreign
corporation in any other action brought by or against it by any other person of the
requirement to and failure to qualify.
10-1503 Application for authority to transact business
A. A foreign corporation may apply for authority to transact business in this state
by delivering an application and a certificate of disclosure to the commission for
filing. The certificate of disclosure shall contain the information set forth in section
10-202, subsection D and is subject to the requirements of section 10-202, subsection
F. The application shall be executed by the corporation and shall set forth:
1. The name of the foreign corporation and, if its name is unavailable for use in
this state, a corporate name that satisfies the requirements of section 10-1506.
2. The name of the state or country under whose law it is incorporated.
3. Its date of incorporation and period of duration.
4. The street address of its principal office in its state or country of
incorporation.
5. The street address of the proposed known place of business of the corporation in
this state and the name and street address of its proposed statutory agent in this state.
6. If its purpose or purposes are narrower than the transaction of any or all
lawful business in which corporations may engage in the state or country under whose law
it is incorporated, a statement of the limitations on its purpose.
7. The names and usual business addresses of its current directors and officers.
8. A statement of the aggregate number of shares that the corporation has authority
to issue, itemized by classes, par value of shares, shares without par value and series,
if any, within a class.
9. A statement of the aggregate number of issued shares itemized by classes, par
value of shares, shares without par value and series, if any, within a class.
10. A brief statement of the character of business that the corporation initially
intends actually to conduct in this state. This statement does not limit the character
of business that the corporation ultimately conducts.
B. The foreign corporation shall deliver the application and the certificate of
disclosure to the commission, together with a copy of its articles of incorporation, any
amendments to the articles of incorporation and a certificate of existence or a document
of similar import duly authenticated by the secretary of state or other official having
custody of corporate records in the state or country under whose law it is incorporated,
and the fees required by law for filing the application.
C. After determining that the application sets forth the information required by
this section, does not use as the name of the corporation in this state a name that is in
violation of section 10-1506 and appears in all other respects to conform to the
requirements of this article, the commission shall file the application. The date of
filing shall be the date on which the corporation is granted authority to transact
business in this state.
D. Within sixty days after filing the application a copy of the application shall
be published. An affidavit evidencing the publication shall be filed within ninety days
after filing the application.
E. A foreign corporation authorized to transact business in this state is subject
to section 10-1623.
10-1504 Delivery of changes; changes requiring new authority
A. Whenever the articles of incorporation of a foreign corporation authorized to
transact business in this state are amended or restated by merger or otherwise, within
sixty days after the amendment or restatement becomes effective, the foreign corporation
shall deliver to the commission a copy of the amendment or restatement duly authenticated
by the secretary of state or other official having custody of corporate records in the
state or country where the foreign corporation is incorporated.
B. A foreign corporation authorized to transact business in this state shall obtain
new authority from the commission by complying with section 10-1503 if it changes any of
the following:
1. Its actual corporate name or the name under which it has obtained authority to
transact business in this state pursuant to section 10-1503, subsection A, paragraph 1.
2. The period of its duration.
3. The state or country of its incorporation.
10-1505 Effect of grant of authority
A. A grant of authority to transact business authorizes the foreign corporation to
transact business in this state subject to the right of this state to revoke the grant of
authority as provided in chapters 1 through 17 of this title.
B. A foreign corporation with a valid grant of authority has the same but no
greater rights and has the same but no greater privileges as and except as otherwise
provided by chapters 1 through 17 of this title and is subject to the same duties,
restrictions, penalties and liabilities now or later imposed on a domestic corporation of
like character.
C. Chapters 1 through 17 of this title do not authorize this state to regulate the
organization or internal affairs of a foreign corporation authorized to transact business
in this state.
10-1506 Corporate name of foreign corporation
A. If the corporate name of a foreign corporation does not satisfy the requirements
of section 10-401, to obtain or maintain a grant of authority to transact business in
this state the foreign corporation:
1. Shall either:
(a) Add the word "association", "bank", "company", "corporation" or "incorporated"
or an abbreviation of one of these words to its corporate name for use in this state.
(b) Use a fictitious name that satisfies the requirements of section 10-401 to
transact business in this state if its real name is unavailable and it delivers to the
commission for filing a copy of the resolution of its board of directors, certified by
its secretary, adopting the fictitious name.
2. Shall not include language in its corporate name stating or implying that the
foreign corporation is organized for a purpose other than that permitted by section
10-301 and its articles of incorporation.
3. Notwithstanding paragraph 1, subdivision (a) of this subsection, shall not
include the words "bank", "deposit", "trust" or "trust company" separately or in
combination in its corporate name to indicate or convey the idea that the foreign
corporation is engaged in banking or trust business unless the foreign corporation is to
be and becomes actively and substantially engaged in the banking or trust business or the
foreign corporation is a holding company holding a substantial interest in companies
actively and substantially engaged in the banking or trust business.
B. Except as authorized by subsections C and D of this section, the corporate name,
including a fictitious name, of a foreign corporation shall be distinguishable from:
1. The corporate name of a corporation incorporated in this state or a foreign
corporation authorized to transact business in this state.
2. A corporate name reserved under section 10-402 or registered under section
10-403.
3. The fictitious name adopted by another foreign corporation under this section.
4. The corporate name of a nonprofit corporation incorporated under this title or a
foreign nonprofit or not for profit corporation authorized to conduct affairs in this
state.
5. The partnership name of a limited partnership organized and registered under the
laws of this state or of a foreign limited partnership authorized to transact business in
this state.
6. The name of a limited liability company organized under title 29, chapter 4 or a
foreign limited liability company authorized to transact business in this state.
7. A trade name registered pursuant to title 44, chapter 10, article 3.1.
8. The name of a registered limited liability partnership registered under title
29, chapter 2, article 7 or a foreign registered limited liability partnership authorized
to transact business in this state.
C. Notwithstanding subsection B of this section, the commission shall authorize the
use of a name that is not distinguishable under subsection B of this section from one or
more of the names described in subsection B of this section if the applicant delivers to
the commission a certified copy of a final judgment of a court of competent jurisdiction
establishing the applicant's right to use the name applied for in this state.
D. If a foreign corporation authorized to transact business in this state changes
its corporate name to one that does not satisfy the requirements of section 10-401, it
may not transact business in this state under the changed name until it adopts a name
satisfying the requirements of section 10-401 and obtains new authority under section
10-1504. 10-1507 Known place of business and statutory agent of foreign corporation
Each foreign corporation authorized to transact business in this state 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 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.
10-1508 Change of known place of business or statutory agent of foreign corporation
A. A foreign corporation authorized to transact business in this state may change
its known place of business or statutory agent by delivering to the commission for filing
a statement of change, which may be the annual report, that sets forth:
1. The name of the foreign corporation.
2. The street address of its current known place of business.
3. If the current known place of business is to be changed, the street address of
the new known place of business.
4. The name and street address of its current statutory agent.
5. If the current statutory agent is to be changed, the name of its new statutory
agent and the new agent's written consent to the appointment.
B. The statement of change shall be executed by the foreign corporation by an
officer and delivered to the commission. The change or changes set forth in the
statement of change are effective on delivery to the commission for filing.
C. If a statutory agent changes its street address, it shall give written notice to
the foreign corporation of the change and shall sign, either manually or in facsimile,
and deliver to the commission for filing a statement that complies with the requirements
of subsection A and recites that the foreign corporation has been given written notice of
the change. The change or changes are effective on delivery to the commission for
filing.
10-1509 Resignation of statutory agent of foreign corporation
A. The statutory agent of a foreign corporation may resign the agency appointment
by delivering to the commission for filing an original and two copies of a signed
statement of resignation. The statement of resignation may include a disclosure that the
known place of business of the foreign corporation has changed or has been
discontinued. The statutory agent shall give written notification of the resignation to
the foreign corporation at its last known address, other than that of the resigning
statutory agent.
B. After the receipt and the filing of the statement of resignation, the commission
shall mail one copy to the foreign corporation at its known place of business within the
state, if not discontinued. The commission shall mail another copy of the statement of
resignation to the foreign corporation at its last known office in the jurisdiction of
incorporation.
C. The agency appointment is deemed terminated and the known place of business is
discontinued, if so provided, on the thirty-first day after the date on which the
statement was delivered to the commission for filing.
10-1510 Service on foreign corporation
Service of process, notice or demand required or permitted by law to be served on
the foreign corporation may be served on the statutory agent of the foreign corporation
or may be served pursuant to the rules for service of process set forth in the ARIZONA
rules of civil procedure.
10-1520 Withdrawal of foreign corporation
A. A foreign corporation authorized to transact business in this state shall not
withdraw from this state until the commission files its application for withdrawal.
B. A foreign corporation authorized to transact business in this state may apply to
surrender the authority by delivering an application to the commission for filing. The
application shall set forth:
1. The name of the foreign corporation and the name of the state or country under
whose law it is incorporated.
2. That it is not transacting business in this state and that it surrenders its
authority to transact business in this state.
3. That the foreign corporation revokes the authority of its statutory agent to
accept service on its behalf and appoints the commission as its agent for service of
process in any proceeding based on a cause of action arising during the time it was
authorized to transact business in this state.
4. A mailing address to which the commission may mail a copy of any process served
on the commission pursuant to its appointment as the foreign corporation's agent for
service of process.
5. A commitment to notify the commission in the future of any change in the foreign
corporation's mailing address.
C. The application for withdrawal is not considered complete until the commission
has received a notice from the department of revenue to the effect that the tax levied
under title 42, chapter 5, article 1 against the foreign corporation has been paid or
until it is notified by the department of revenue that the applicant is not subject to
the tax and further has received from the department of revenue its certificate issued
pursuant to section 43-1151.
D. The application for withdrawal is not considered complete until all fees,
penalties and costs required to be paid under this chapter have been paid and until the
commission has received an affidavit that a copy of the application for withdrawal has
been published.
E. After determining that the application appears in all respects to conform to the
requirements of this chapter and when all fees have been paid as are prescribed in this
chapter, the commission shall file the application in the manner provided in section
10-120. On the filing of the application for withdrawal, the authority of the foreign
corporation to transact business in this state ceases.
F. After withdrawal of the foreign corporation is effective, service of process on
the commission under this section is service on the foreign corporation. On receipt of
process, the commission shall mail a copy of the process to the foreign corporation at
the most recent mailing address provided by the foreign corporation in the application or
by notice to the commission.
10-1530 Grounds for revocation
The commission may commence a proceeding under section 10-1531 to revoke the
authority of a foreign corporation to transact business in this state if any of the
following conditions exist:
1. The foreign corporation does not deliver its annual report to the commission
within the time required by chapters 1 through 17 of this title.
2. The foreign corporation does not pay any fees or penalties imposed by chapters 1
through 17 of this title when they become due and payable.
3. The foreign corporation is without a statutory agent or known place of business
in this state for sixty days or more.
4. The foreign corporation does not inform the commission that its statutory agent
or known place of business has changed or that its statutory agent has resigned within
sixty days of the change or resignation.
5. The foreign corporation has failed to make any publication required by this
title and file affidavit of publication thereof within the time prescribed by this title,
provided the commission has notified the foreign corporation of the intent of the
commission to commence a revocation proceeding for that reason and the foreign
corporation has failed to file an affidavit of publication within sixty days after that
notice.
6. An incorporator, director, officer or agent of the foreign corporation signed a
document he knew was false in any material respect with intent that the document be
delivered to the commission for filing.
7. The commission receives a duly authenticated certificate from the secretary of
state or other official having custody of corporate records in the state or country under
whose law the foreign corporation is incorporated stating that it has been dissolved or
disappeared as the result of a merger.
8. The corporation has failed to file a certificate of disclosure or answer
interrogatories as prescribed in chapters 1 through 17 of this title.
9. Any officer or other representative of the corporation has made any
misrepresentation of a material matter in any application, report, affidavit or other
document submitted by the corporation pursuant to chapters 1 through 17 of this title.
10-1531 Procedure for and effect of revocation; reinstatement
A. If the commission determines that one or more grounds exist under section
10-1530 for revocation of a grant of authority, the commission shall serve the foreign
corporation with written notice of the determination under section 10-1510.
B. If the foreign corporation does not correct each ground for revocation or
demonstrate to the reasonable satisfaction of the commission that each ground determined
by the commission does not exist within sixty days after service of the notice is
perfected under section 10-1510, the commission may revoke the foreign corporation's
grant of authority by signing a certificate of revocation that recites the ground or
grounds for revocation and its effective date. The commission shall file the original of
the certificate and serve a copy on the foreign corporation under section 10-1510.
C. The authority of a foreign corporation to transact business in this state ceases
on the date shown on the certificate revoking its grant of authority.
D. The commission's revocation of a foreign corporation's grant of authority
appoints the commission the foreign corporation's agent for service of process in any
proceeding based on a cause of action that arose during the time the foreign corporation
was authorized to transact business in this state. Service of process on the commission
under this subsection is service on the foreign corporation. On receipt of process, the
commission shall mail a copy of the process to the secretary of the foreign corporation
at its principal office shown in its most recent annual report or in any subsequent
communication received from the foreign corporation stating the current mailing address
of its principal office, or, if none is on file, in its application for authority.
E. Revocation of a foreign corporation's grant of authority does not terminate the
authority of the statutory agent of the foreign corporation.
F. A foreign corporation whose authority was revoked pursuant to this section may
apply to the commission for reinstatement within three years after the effective date of
the revocation. The application shall state both:
1. The name of the foreign corporation and the effective date of the foreign
corporation's revocation of authority.
2. That the ground or grounds for the revocation either did not exist or have been
eliminated.
G. If the commission determines that the application contains the information
prescribed in subsection F of this section and that the information is correct, the
commission shall do all of the following:
1. Cancel the certificate of revocation.
2. Prepare a certificate of reinstatement that states the determination and the
effective date of the reinstatement.
3. File the original of the certificate of reinstatement.
4. Serve a copy on the foreign corporation pursuant to section 10-1510.
H. Once the reinstatement is effective, the reinstatement relates back to and takes
effect as of the effective date of the revocation and the foreign corporation shall
resume its business as if the revocation had never occurred.
I. If the corporation has not applied for reinstatement within six months after the
effective date of the dissolution, the commission shall release the corporation name for
use pursuant to chapters 1 through 17 of this title or by a person intending to register
the name as a trade name pursuant to title 44, chapter 10, article 3.1. If another
corporation has adopted the name of the foreign corporation or another person has adopted
the name of the foreign corporation as a trade name, the foreign corporation shall attach
to the application for reinstatement an application for new authority and adopt a
fictitious name for use in this state that satisfies the requirements of sections 10-1504
and 10-1506.
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