Arizona Foreign LLC Registration (How-to Guide)
Expanding your business to Arizona? Registering your foreign LLC can seem daunting, but we’re here to help!
I’ll break down each step in this guide, making the process straightforward.
Ready to get your business up and running in the Grand Canyon State?
Let’s dive in!
Key Highlights: Arizona Foreign LLC Formation
An Arizona Foreign LLC is an LLC formed in another state that wants to do business in Arizona. To register, you need to get a Certificate of Existence from your home state, register with the Arizona Corporation Commission, and pay a filing fee of $150 ($185 for expedited filing).
Registration is required if your LLC owns a building for business, rents or leases property, performs construction, mines, or employs workers in Arizona. This process ensures your LLC can legally operate in Arizona.
One of the easiest ways to handle this process is to use a registered agent based in Arizona. I found Northwest Registered Agent to be the best service overall.
Arizona Foreign LLC Requirements
1. Arizona Statutory Agent
Appoint a statutory agent located in Arizona. The statutory agent (a registered agent) must have a physical address in the state (P.O. boxes are unacceptable). They will be responsible for receiving legal documents and official correspondence on behalf of your LLC.
Most LLCs hire a registered agent service when doing business in other states. I recommend using a professional statutory agent service to keep your address private on registration documents and ensure a safer option.
2. Certificate of Existence
A Certificate of Existence, or a Certificate of Good Standing, is required to register your foreign LLC in Arizona. This document, issued by the Secretary of State or similar authority in your LLC’s home state, confirms that your business is legally active and in good standing. It proves that your LLC complies with state regulations and has no outstanding issues.
3. Arizona Corporation Commission Registration
To register your foreign LLC in Arizona, you must complete the Arizona Foreign Registration Statement, which involves filling out the Application for Registration of Foreign Limited Liability Company.
Here’s what you need to include:
- LLC Name: Provide the legal name of your LLC as it appears in the state where it was originally formed. If the name is already in use in Arizona or doesn’t meet state naming requirements, you might need to choose a different name or file a trade name.
- State of Formation: Indicate the state where your LLC was originally registered. This confirms the LLC’s origin and helps Arizona officials verify its legitimacy.
- Principal Office Address: Enter the address of your LLC’s principal office. This is the main location where your business operates, although it doesn’t have to be in Arizona.
- Date of Formation: Include the date your LLC was originally formed in its home state. This helps establish your business’s age and history.
- Registered Agent Information: Provide the name and physical address of your Arizona statutory agent, who will receive legal documents on behalf of your LLC.
- Management Structure: Describe how your LLC is managed by members (owners) or managers. This section clarifies who makes decisions and manages the LLC.
- Purpose of Business: Briefly state the purpose of your LLC and the type of business activities it will engage in.
- Certificate of Existence: Attach a copy of the Certificate of Existence from your home state, which verifies that your LLC is in good standing.
Submit the completed form and the required filing fee to the Arizona Corporation Commission.
You can file by mail or in person at:
Arizona Corporation Commission – Examination Section
1300 W. Washington St.
Phoenix, Arizona 85007
This registration process allows your foreign LLC to legally operate and conduct business in Arizona.
4. Business License (optional)
Depending on the nature of your business, you may need to obtain a business license to operate in Arizona. The requirements for a business license vary depending on the industry and location of your business. You can check with the Arizona Department of Revenue to determine if your business needs a license.
How to Form Foreign LLC in Arizona State
Step 1. Selecting Your Business Name (new or existing)
Start by verifying that your LLC’s name is available and compliant with Arizona’s naming rules. You can check the Arizona Corporation Commission’s business name database here.
Ensure that the name is unique and adheres to Arizona’s naming regulations, which generally require the name to include “Limited Liability Company” or abbreviations like “LLC” or “L.L.C.”
Step 2. Appointing Arizona Registered Agent (I use Northwest)
As I highlighted earlier, a statutory agent (or registered agent) is a person or business entity designated to receive legal documents and official correspondence on behalf of your LLC. For an Arizona foreign LLC, you must appoint an agent with a physical address in Arizona (not a P.O. Box).
If you do not have a physical presence in Arizona, it is advisable to use a professional registered agent service to fulfill this requirement.
This ensures that your address remains private and provides a reliable way to handle legal and state communications.
I recommend using Northwest Registered Agent as your registered agent.
Step 3. Obtain a Certificate of Existence
Request a Certificate of Existence (sometimes called a Certificate of Good Standing) from the Secretary of State or equivalent authority where your LLC was originally formed.
This document confirms that your LLC is active, compliant with state regulations, and not subject to any suspension or revocation.
To obtain this certificate, you typically need to make a formal request online, by mail, or in person and may be required to pay a small fee.
Step 4. Complete Your Foreign Registration Statement
Complete the Arizona Foreign Registration Statement and the Application for Foreign Limited Liability Company Registration.
This form requires detailed information about your LLC, including:
- Entity Type
- Company Name
- Name to be Used in Arizona
- Professional Services
- Home State
- Date of Formation
- Business Purpose
- Statutory Agent Information
- Business Mailing Address
- Business Physical Address
- Designating Foreign Company
- Management Structure
- Signature
Submit the completed form and the appropriate filing fee to the Arizona Corporation Commission. You can file online, by mail, or in person. Please provide the required information thoroughly and accurately to avoid any delays.
Registering your foreign LLC in Arizona requires a state filing fee of $150 for regular processing. If you’re in a hurry and need it done faster, you can opt for expedited processing, which costs $185.
Step 5. Receive Your Verification of Registration
After you submit your application, the Arizona Corporation Commission will review it. You will receive a stamped copy of your Certificate of Registration if everything is in order.
This document, a Certificate of Authority, officially grants your LLC the right to conduct business in Arizona.
How long does this take?
Once you’ve submitted your Foreign Registration Statement, the Arizona Corporation Commission will process it. Regular processing can take 6-7 weeks, while expedited processing is completed within nine business days.
Registration Fee – How Much Does a Foreign LLC in Arizona Cost?
To register a Foreign LLC in Arizona, you need to pay a filing fee of $150. This fee covers the Application for Registration of a Foreign Limited Liability Company, which is required to grant your LLC permission to operate within the state.
In addition to the filing fee, it’s important to note that Arizona does not require foreign LLCs to submit an annual report, so there are no additional annual fees for compliance. However, you may be asked to provide a Certificate of Good Standing from your LLC’s home state when applying.
By fulfilling these requirements and paying the $150 fee, your Foreign LLC will be officially registered to conduct business in Arizona. Depending on the nature of your business, you might also need to secure local business licenses or permits.
Along with the application, your LLC must designate a registered agent with a physical address in Arizona to manage legal documents. Registered agent fees can range from $200 to $1,000. However, my preferred registered agent offers services for less than $100. Click here for more details.
Does my foreign LLC need to file formation documents in Arizona?
No, LLCs only need to file formation documents, such as Articles of Organization, in the state where they were initially established. Consequently, you don’t need to submit these documents when registering your LLC as a foreign entity in Arizona.
How are Foreign Entity LLCs in Arizona taxed?
Understanding the state’s taxation requirements is crucial for compliance and efficient business management when operating a foreign LLC in Arizona.
Federal Taxation
- Pass-Through Entity: By default, LLCs are treated as pass-through entities for federal income tax purposes. This means that the LLC itself does not pay federal income tax. Instead, profits and losses pass through to the individual members, who report them on their income tax returns.
- Election to be Taxed as a Corporation: An LLC can elect to be taxed by filing Form 8832 with the IRS. If the LLC makes this election, it will be subject to corporate income tax and must file corporate tax returns.
Arizona State Taxation
- State Income Tax: Foreign LLCs conducting business in Arizona must file an Arizona income tax return. If the LLC is classified as a pass-through entity, its income is passed to its members, who must report it on their Arizona income tax returns. Arizona follows the federal treatment of pass-through entities, so the LLC does not pay income tax at the state level.
- Transaction Privilege Tax (TPT): Yes, Arizona Foreign LLCs, just like domestic Arizona LLCs, must pay the Transaction Privilege Tax (TPT), a tax for the privilege of doing business in the state. To pay this tax, you must first apply for a TPT license. You can create an account on the Arizona Department of Revenue website or submit the Joint Tax Application (JT-1) by mail or in person.
- Other State Taxes: Depending on the nature of the LLC’s business activities, other state taxes, such as property taxes or employer taxes, might apply.
Compliance Requirements
- Certificate of Authority: To conduct business in Arizona, a Foreign LLC must obtain a Certificate of Authority from the Arizona Corporation Commission. This involves filing an Application for Registration and paying the required fees.
- Registered Agent: The Foreign LLC must appoint a registered agent in Arizona who will receive legal documents and correspondence on behalf of the LLC.
While Arizona’s tax treatment for Foreign LLCs aligns with federal guidelines regarding pass-through taxation, compliance with state-specific requirements, such as the Arizona Annual Report and Transaction Privilege Tax (TPT), is essential for operating within the state.
FAQs on Arizona Foreign LLC Registration
Can I Be My Registered Agent for My Arizona LLC?
Yes, you can be your registered agent for your Arizona LLC. However, remember that the registered agent must have a physical address in Arizona (not a P.O. Box) and be available during regular business hours to receive legal documents and notices. You might consider using a professional registered agent service if you’re not physically present in Arizona or can’t meet these requirements.
Why Hire an Arizona Registered Agent Service?
Hiring a registered agent service in Arizona offers several benefits:
- Privacy: Keeps your address off public records.
- Compliance: Ensures you never miss important documents or deadlines.
- Flexibility: Allows you to focus on your business without worrying about mail handling or legal paperwork.
- Professional Handling: Provides a reliable, experienced service for managing legal and compliance-related documents.
How Can I Withdraw My Arizona Foreign LLC?
You must file a “Certificate of Withdrawal” to withdraw your Arizona foreign LLC with the Arizona Corporation Commission (ACC). This document informs the state that you are discontinuing your business operations in Arizona. Before submitting the withdrawal form, ensure you’re current on any taxes and fees. You can complete this process online or by mail.
Is a Physical Presence Required in Arizona to Form an LLC as a Foreigner?
No, a physical presence in Arizona is not required to form an LLC as a foreigner. You can form an LLC from outside the state but must appoint a registered agent with a physical address in Arizona. This agent will handle legal documents and notices on behalf of your LLC.
How Do I Amend a Foreign LLC in Arizona?
To amend a foreign LLC in Arizona, you must file an “Application for Amended Certificate of Registration” with the Arizona Corporation Commission. Changing details like your business name, principal address, or registered agent is necessary. The process involves submitting the amendment form and paying any applicable fees.
What Does It Mean to Do Business in Arizona?
Doing business in Arizona typically means engaging in activities considered regular and systematic within the state, such as having an office, employing staff, or actively soliciting customers. If your business activities meet these criteria, you may need to register your LLC as a foreign entity and comply with Arizona’s laws and regulations.
Does a Foreign LLC Have to File an Annual Report in Arizona?
No. Arizona does not require an annual report (or annual fee) for LLCs.
Disclosure: We may earn commissions if you buy via links on our website. Commissions don’t affect our opinions or evaluations. We’re also an independent affiliate of many platforms, including ClickFunnels, Kartra, GoHighLevel, Podia, Northwest Registered Agent, and others. We’re not employees of these services. We receive referral payments from them, and the opinions expressed here are our own and are not official statements of these companies.
