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| Home > Statutes > Usa Arizona |
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USA Statutes : arizona
Title : Corporations and Associations
Chapter : FOREIGN CORPORATIONS-NONPROFIT CORPORATIONS
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10-11501 Authority to conduct affairs required
A. A foreign corporation shall not conduct affairs 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 conducting affairs
within the meaning of subsection A:
1. Maintaining, defending or settling any proceeding.
2. Holding meetings of the board of directors or members 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
memberships or 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 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. Conducting affairs 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.
10-11502 Consequences of conducting affairs without authority
A. A foreign corporation conducting affairs 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 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 conducts affairs 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 24 through 40 of this title on the corporation if it had duly
applied for and received authority to conduct business in this state as required by
chapters 24 through 40 of this title and thereafter filed all reports required by
chapters 24 through 40 of this title. In addition to all penalties imposed by chapters
24 through 40 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 of this section, 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 24 through 40 of this title is a 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.
10-11503 Application for certificate of authority
A. A foreign corporation may apply for authority to conduct affairs 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
10-3202, subsection D and is subject to the requirements of section 10-3202, 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 10-11506.
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 affairs 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. Whether the foreign corporation has members.
9. 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 10-11506 and appears in all other respect 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 the filing of 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 10-11623.
10-11504 Changes requiring new authority
A. Whenever the articles of incorporation of a foreign corporation authorized to
conduct affairs 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 conduct affairs in this state shall obtain
new authority from the commission by complying with section 10-11503 if it changes any of
the following:
1. Its actual corporate name under which it has obtained authority to conduct
affairs in this state pursuant to section 10-11503, subsection A, paragraph 1.
2. The period of its duration.
3. The state or country of its incorporation.
10-11505 Effect of grant of authority
A. A grant of authority to conduct affairs authorizes the foreign corporation to
conduct affairs in this state subject to the right of the state to revoke the grant of
authority as provided in chapters 24 through 40 of this title.
B. A foreign corporation with a valid grant of authority has the same but no
greater rights and enjoys the same but no greater privileges as and except as otherwise
provided by chapters 24 through 40 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 24 through 40 of this title do not authorize this state to regulate the
organization or internal affairs of a foreign corporation authorized to conduct affairs
in this state.
10-11506 Corporate name of foreign corporation
A. If the corporate name of a foreign corporation does not satisfy the requirements
of section 10-3401, to obtain or maintain a grant of authority to conduct affairs in this
state the foreign corporation shall use a fictitious name that satisfies the requirements
of section 10-3401 to conduct affairs 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. The foreign
corporation 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
10-3301 and its articles of incorporation.
B. Except as authorized by subsection C 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 under this title or a foreign
nonprofit, not for profit, business or close corporation authorized to transact business
or conduct affairs in this state.
2. A corporate name reserved under section 10-402 or 10-3402 or registered under
section 10-403 or 10-3403.
3. The fictitious name of another foreign business or nonprofit corporation.
4. 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.
5. 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.
6. 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.
7. A trade name registered pursuant to title 44, chapter 10, article 3.1.
C. A corporation may apply to the commission for authorization to use a name that
is not distinguishable from one or more of the names described in subsection B of this
section. The commission shall authorize use of the name applied for if either:
1. The other corporation consents to the use in writing and submits an undertaking
in a form satisfactory to the commission to change its name to a name that is
distinguishable from the name of the applying corporation.
2. 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. A corporation may use the name, including a fictitious name, of another domestic
or foreign business or nonprofit corporation that is used in this state if the other
corporation is incorporated or authorized to transact business or conduct affairs in this
state and the proposed user corporation either has:
1. Merged with the other corporation.
2. Been formed by reorganization of the other corporation.
3. Acquired all or substantially all of the assets, including the corporate name,
of the other corporation.
E. Chapters 24 through 40 of this title do not control the use of fictitious names.
F. 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 10-3401, it
may not transact business in this state under the changed name until it adopts a name
satisfying the requirements of section 10-3401 and obtains new authority under section
10-11504.
10-11507 Known place of business and statutory agent of foreign corporation
Each foreign corporation authorized to conduct affairs 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 business or nonprofit corporation.
(c) A foreign business or nonprofit corporation authorized to conduct affairs in
this state.
(d) A limited liability company formed under title 29.
(e) A limited liability company authorized to transact business in this state.
10-11508 Change of known place of business or statutory agent of foreign corporation
A. A foreign corporation authorized to conduct affairs 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.
10-11509 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 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 of the foreign
corporation at its last known address, other than that of the resigning statutory agent.
B. After the receipt and 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.
10-11510 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.
10-11520 Withdrawal of foreign corporation
A. A foreign corporation authorized to conduct affairs in this state shall not
withdraw from this state until the commission files its application for withdrawal.
B. A foreign corporation authorized to conduct affairs 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 conducting affairs in this state and that it surrenders its
authority to conduct affairs 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 conduct affairs 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
10-3120. On the filing of the application for withdrawal, the authority of the foreign
corporation to transact business in this state ceases.
F. After the withdrawal of the 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 mailing address set forth in its application for withdrawal.
10-11530 Grounds for revocation
The commission may commence a proceeding under section 10-11531 to revoke the
authority of a foreign corporation to conduct affairs in this state if any of the
following conditions exist:
1. The foreign corporation does not deliver the annual report to the commission
within the time required by chapters 24 through 40 of this title.
2. The foreign corporation does not pay any fees or penalties imposed by chapters
24 through 40 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 its 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 an 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 such person 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 24 through 40 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 24 through 40 of this title.
10-11531 Procedure and effect of revocation
A. If the commission determines that one or more grounds exist under section
10-11530 for revocation of a grant of authority, the commission shall serve the foreign
corporation with written notice of the determination under section 10-11510.
B. If the foreign corporation does not correct each ground for revocation or
demonstrate to the reasonable satisfaction of the commission that each ground for
revocation determined by the commission does not exist within sixty days after service of
the notice is perfected under section 10-11510, 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
10-11510.
C. The authority of a foreign corporation to conduct affairs 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 conduct affairs 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 corporation.
F. A foreign corporation whose authority is 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 10-11510.
H. After the reinstatement becomes 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
pursuant to chapters 24 through 40 of this title or for use 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
shall adopt a fictitious name for use in this state that satisfies the requirements of
sections 10-11504 and 10-11506.
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