INCORPORATION OF LIMITED LIABILITY COMPANY-ARIZONA
The laws governing Limited Liability Company is described in "Title-29 of the Arizona Revised Statute- Chapter 4 Arizona Limited Liability Company Act"
APPLYING AND RESERVING A NAME
To register a Limited Liability Company it is essential to reserve a corporate name with Arizona Corporation Commission.
The name of a limited liability company as set forth shall:
- Contain the words "limited liability company" or "limited company" or the abbreviations "L.L.C.", "L.C.", "LLC" or "LC", in uppercase or lowercase letters.
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Not contain the words "association", "corporation" or "incorporated" or an abbreviation of these words.
The name must be distinguishable from all of the following:
- The corporate name of a corporation incorporated in this state or a foreign corporation authorized to transact business in this state.
- A corporate name reserved or registered.
- A fictitious name adopted by a foreign corporation.
- The corporate name of a nonprofit corporation incorporated in this state or a foreign nonprofit or not for profit corporation authorized to conduct affairs in this state.
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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.
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The name of a limited liability company organized in this state or a foreign limited liability company authorized to transact business in this state.
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A trade name registered.
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The name of a limited liability partnership organized in this state or a foreign limited liability partnership authorized to transact business in this state.
Reservation of name
The exclusive right to use a name may be reserved by:
- A person intending to organize a limited liability company and to adopt the name.
- A domestic limited liability company or any foreign limited liability company registered in this state that intends to adopt the name.
- A foreign limited liability company intending to register in this state and to adopt the name.
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A person intending to organize a foreign limited liability company and to have it registered in this state and to adopt the name.
The reservation may be made by filing an application with Arizona Corporation Commission to reserve the name with the commission executed by the applicant to reserve a specified name.
If the commission finds that the name is available for use, it shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty (120) days from and after the date the application is filed with the commission.
The reservation of a specified name may be cancelled by filing with the commission a notice of cancellation that is executed by the applicant and that specifies the name reservation to be cancelled and the name and address of the applicant.
A FEE OF $10.00 IS REQUIRED TO BE PAID AT THE TIME OF APPLYING FOR RESERVING THE NAME
PLACE OF BUSINESS AND STATUTORY AGENT
A statutory agent may be either an individual Arizona resident, a domestic corporation or limited liability company, or foreign corporation or limited liability company authorized to transact business in Arizona.
A limited liability company must appoint and continuously maintain in this state:
- A known place of business that may be the address of its statutory agent.
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A statutory agent for service of process on the limited liability company that is either an individual resident of this state, a domestic corporation, a limited liability company or a foreign corporation or limited liability company authorized to transact business in this state.
The statutory agent must provide both a physical and mailing address. If statutory agent has a P.O. Box, then they must also provide a physical description of their street address/location.
FOREIGN CORPORATION
A foreign corporation shall not transact business in Arizona until it is granted authority to transact business from the commission.
The following activities, among others, do not constitute transacting business:
- Maintaining, defending or settling any proceeding.
- Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
- Maintaining bank accounts.
- 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.
- Selling through independent contractors.
- 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.
- Creating or acquiring indebtedness, mortgages and other security interests in real or personal property.
- Securing or collecting debts or enforcing mortgages and security interests in property securing the same.
- Owning, without more, real or personal property.
- 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.
- Transacting business in interstate commerce.
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Being a limited partner of a limited partnership or a member of a limited liability company.
PROCEDURE FOR REGISTRATION OF LLC
- The original and one (1) or more exact copies of the Articles of Incorporation (for domestic corporations) or Application for Authority (for foreign corporations) shall be given along with the application for registration to the Commission.
- The statutory agent must provide both a physical and mailing address. If statutory agent has a P.O. Box, then they must also provide a physical description of their street address/location.
- The Certificate of Disclosure must be signed and dated within 30 days of delivery to this office by all incorporators of a new corporation, or by any duly authorized officer if a foreign corporation.
- If the person executing Arizona (Domestic) documents has a power of attorney authorizing him/her to do so, a copy of the document granting authority must be included with the filing.
- Fees: A filing fee of $60.00 is to be paid to incase of domestic company and a fee of $175.00 to be paid for foreign companies.
- Within sixty (60) days after filing of the complete application with the Commission, it must be published in a newspaper of general circulation in the county of the known place of business in Arizona. Three (3) consecutive publications of a copy of the approved Articles of Incorporation or Application for Authority.
- Within ninety (90) days after filing, an Affidavit evidencing the publication must be filed with the Commission.
- In case of foreign corporations all Applications For Authority must be accompanied by a certified (within 60 days) copy of the current articles of incorporation (including all amendments) and a Certificate of Existence (Good Standing), both to be authenticated by the Secretary of State or other official having legal custody of the corporate records in the state of the Foreign corporation, province or country under the laws of which it is incorporated.
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