ANSWER: A
statutory agent is required for service of
process in case the Corporation/Limited
Liability Company is served with legal
documents.
A statutory
agent can be one of the following: An
individual, domestic corporation, a limited
liability company or a foreign corporation
or a foreign limited liability company
authorized to transact business in this
state. If the statutory agent is an
individual, they must be a resident of this
state. Statutory agents must have a physical
address in Arizona where due process can be
served.
29) HOW DO
YOU CHANGE AN ADDRESS?
ANSWER:
By completing and filing a
change of address form. For general information
please read:
Address Changes.
If an Limited Liability Company, please use form
LL0006
click here. If a business corporation use
this form AR0009,
click here. You can download the forms from
our web site located at: Forms.
30) HOW DO
YOU CHANGE A STATUTORY AGENT?
ANSWER:
By completing and filing a
change of agent address form. General statutory
agent information is located at
Agent Forms.
Scroll down to the bottom of the instructions
for web links to the appropriate Corporate or
LLC form and download it.
31)
WHY DOESN'T THE INTERNET DISTINGUISH THE
DIFFERENCE BETWEEN ARTICLES OF DISSOLUTION AND
APPLICATION OF WITHDRAWAL?
(I accidentally filled out the
wrong form)
ANSWER:
It does. The names
of the documents indicate the differences in
their type. A domestic corporation dissolves
(Articles of Dissolution). A foreign corporation
withdraws its authority to transact business
here (Application for Withdrawal).
Customers
frequently ask why the instructions for Articles
of Dissolution/Application for Withdrawal read:
"If dissolving by incorporator or director and
signature is acknowledged, Publication and
Revenue clearance is not required, nor is there
a filing fee." They want to know why they are
rejected for not paying the dissolution fee from
Form CF: 0032.
Dissolution by
incorporators or directors is applicable only to
corporations that either:
1) Have not issued
shares or commenced business (profit).
2) Have no members
or members entitled to vote on the dissolution
and have not commenced conducting affairs
(nonprofit).
If a
corporation does not meet this criterion, then
it must pay the filing fee and publish. The
instruction sheet covers all forms of
dissolution or withdrawal. That is why the
exception is bolded as a
NOTE:
32) HOW
LONG CAN A CORPORATION DO BUSINESS IN ARIZONA
WITHOUT FILING AN APPLICATION FOR AUTHORITY AND
IS THERE ALWAYS A FINE?
ANSWER:
Pursuant to A.R.S.
§10-1501 a corporation SHALL NOT
transact business in this state without
obtaining authority from the Commission. In
addition to late Annual Report filing penalties
(if applicable) which are always imposed
pursuant to A.R.S. §10-1502.D. the Attorney
General may bring an action to recover an
additional penalty of up to one thousand
dollars.
However, there are
specific types of business which do not
constitute transacting business in Arizona, i.e.
interstate commerce. The exemptions are
enumerated in A.R.S. §10-1501.B. The list,
however, is not exhaustive, and therefore, the
Commission cannot determine if a corporation
must obtain authority to transact business in
Arizona. Responsibility is then upon the
Superior Court. You can refer to the statutes at
ARS STATUTES Title 10 for additional
information.
33) DO ALL
BUSINESSES HAVE TO REGISTER WITH THE COMMISSION?
ANSWER:
Generally, One can go into business
without incorporating, i.e. Sole Proprietor,
Partnership. For limitation of liability of
personal assets a business MAY incorporate or
may choose to form a limited liability company.
34) WHAT
ARE THE ADVANTAGES OF BEING A REGISTERED
CORPORATION?
ANSWER:
Generally,
Limitation of liability and some possible tax
advantages. Contact the Internal Revenue
Service, your attorney or tax consultant.
35) WHAT
KINDS OF BUSINESSES DO NOT HAVE TO REGISTER WITH
THE COMMISSION?
ANSWER:
Any business unless
a specific licensing authority requires
incorporation. Otherwise, incorporating is a
personal decision offering advantages and
disadvantages. Consult with an attorney or tax
consultant.
36) WHAT
IS A FRANCHISE?
ANSWER:
Generally a franchise
is a contractual agreement between a person or
entity and an established business for the use
of the name, structure, reputation, management
policies and expertise of the business for a
specified period of time. The Arizona
Department of Commerce, Small Business Services,
has information on franchises in their online
Step-by-Step Checklist to Start, Expand or
Operate a Small Business in Arizona. Visit
their web site at
www.azcommerce.com/smallbiz.
37) WHAT
IS A DBA?
ANSWER:
DBA is an acronym
for: "doing business as".
Contact the
Arizona Secretary of State's Office to obtain a
trade name under which you plan to "Do Business
As. Also, the County Recorder's office will file
DBA's as a fictitious name.
1. How does it
differ from a regular corporation?
A DBA is generally
a trade name which a company or corporation may
use to do business as irrespective of its actual
(true) name. If a corporation uses a DBA,
however, the DBA cannot include the word
incorporated or an abbreviation thereof.
38) DO
LIMITED LIABILITY COMPANIES HAVE TO FILE ANNUAL
REPORTS?
No,
the statutes do not require LLC's to file annual
reports as Corporations do. However, LLC's must
still report any changes to their known place of
business address, statutory agent, or
members/managers. Address changes or agent
appointments may be done on the
LLC statement of change form. Adding or
removing members/managers must be done on the
LLC amendment form .
39) HOW
CAN I SPEAK TO A PERSON OR CUSTOMER SERVICE
REPRESENTATIVE?
ANSWER:
By calling the
appropriate department number below:
Corporate
Filings: 602-542-3026
Annual
Reports: 602-542-3285
Records: 602-542-3026
You may also
send an e-mail via our web site. For Corporate
filings
CLICK HERE,
for Annual Reports
CLICK HERE, and
for Records
CLICK HERE.
ANNUAL REPORTS
LLC's are
not required to file annual reports with the
Arizona Corporation Commission, Corporations
Division.
1) CAN I
ELECTRONICALLY FILE (E-FILE) MY ANNUAL REPORT?
ANSWER:
Many Profit Business, Professional, Non Profit,
Corporate Sole or Co-Op's can now
e-file. Business trusts and close corporations
can not electronically file their annual report
at this time. Please go
to the Corporation’s web site to determine if
you can file your Annual Report electronically
at:
Annual Report Instructions or visit
www.azcc.gov/divisions/corporations/electronicallyfiling.asp.
2) CAN I
HAVE MY ANNUAL REPORT EXPEDITED?
ANSWER: Yes,
you may expedite your annual report by including
a check for the $35.00 expedite fee per annual
report when you mail it in. If you
electronically file your annual report and
choose the expedited fee, your report is
processed in real time. To view more information
click here.
If you mail in your annual
report, mark "Expedite"
on your envelope and the enclosed check. This
identifies the process and is routed to the
proper department. If you have already
submitted an annual report by mail and would
like to expedite, please mail the check with
your file number and copy of the report to the
annual reports special handling section.
3) WHEN
WILL MY ANNUAL REPORT BE PROCESSED?
ANSWER:
Processing times vary even when a document is
e-filed, to view our current processing times,
Click here.
4) HOW DO
I GET AN ANNUAL REPORT FORM?
ANSWER: You
have three options to obtain an annual report:
Option 1: FILE
ELECTRONICALLY. File the annual report
online.
Please
go to our website quick link at http://starpas.azcc.gov. Enter
the file number, indicated above, in the box
under ‘Electronic Filings’ for Annual Report
and click ‘GO’. On the next screen, select
the box ‘E-File an Annual Report Online’.
Please follow all instructions.
Option 2: PRINT & MAIL THE
ANNUAL REPORT.
You can print a form or
complete a fillable annual report form on
our website. Please go to our website quick
link at
http://starpas.azcc.gov.
Enter the file number, indicated above, in
the box under ‘Electronic Filings’ for
Annual Report and click ‘GO’. On the next
screen, select the box listed ‘Forms for
Annual Reports to be printed and mailed’.
Option
3: REQUEST THE ANNUAL REPORT FORM. Have
the annual report MAILED OR FAXED to you.
If you need the
annual report form mailed to you or if you have
any problems with options 1 and 2 contact
us at
ARRequest@azcc.gov or call
(602)-542-3285..
5) DOES
THE PUBLIC HAVE ACCESS TO COPIES OF THE ANNUAL
REPORT?
ANSWER: Yes. The
annual report is part of the official public
record, including addresses cited.
You can view an electronic image
of any corporation’s approved Annual Report on
the web by looking up the corporation,
use the following link to search
for your corporation and previously filed annual
reports.
Click here to start a
search.
NOTE: DO
NOT
put a social security numbers, tax
identification numbers, employer identification
numbers or any other personal information on any
document or attachment(s) submitted to the
Commission.
6) ARE
THERE CERTAIN PARTS OF THE ANNUAL REPORT FORM I
AM NOT ALLOWED TO UPDATE?
ANSWER: Yes,
a corporation cannot change its
annual report due date, its name or file
number, the fee, or the number of shares
authorized on the annual report.
In some cases an amendment is required.
Example: when changing the corporate name.
Please go to our website to download the
forms and instructions at
FORMS.
7) THE
ANNUAL REPORT FOR OUR CORPORATION WAS RETURNED
TO US FOR A CORRECTION. THE NOTICE STATES WE
HAVE 30 DAYS TO MAKE THE CORRECTION. WHAT IF WE
PREVIOUSLY HAD AN EXTENSION? DO WE GET MORE
TIME?
ANSWER:
NO,
A.R.S §10-1622.E & 10-11622.D states the
corrected reports must be "...delivered to the
commission within thirty days after the
effective date of the notice, [if] it is deemed
to be timely filed." Extensions are only
relevant for the initial report filing, not
subsequent correction notices.
For
Profit/Business Corporations, penalties begin to
accrue pursuant to A.R.S. 10-1622.F.
If the corrections
are not made with the 30 day period.
You can refer to the statutes at
ARS STATUTES Title 10
for additional
information.
If you are unsure why your annual
report was returned or are unsure of how to make
the requested corrections, please contact the
annual report section at 602-542-3285.
8) WHAT IS
THE ANNUAL REPORTS SECTION'S PHONE NUMBER?
ANSWER:
(602) 542-3285, or
FAX (602) 542-0082. You may also send an e-mail
via our web site at
A.R. WEB.
Avoid
Common Mistakes :
-
Don't forget
to send in the proper fees. Each annual
report must be accompanied by the filing fee
of $45.00 for Business/Profit Corporations,
$10.00 for Non-Profit Corporations. Make
sure the check is properly completed and
signed. For
tracking purposes please write your file
number on your check. Please
note: The Arizona Corporation Commission
does not accept checks that do not have
imprinted name and address of the account
holder on them or checks drawn from non-U.S.banks.
-
Penalty
amounts must be attached if the report is
overdue and you are a for profit
corporation. Penalties accrue until the
report is filed/payment is made or until the
corporation is administratively
dissolved/revoked, which ever occurs
first at a rate of $9.00 per month
or fraction of the month,
for Business/Profit Corporations. Penalties
are dictated by law
(A.R.S.10.1622.G).
Corporations are responsible for their own
tardiness. Nonprofit corporations are not
required to pay penalties after
January 1, 1999. If you are unsure of
penalty amount, please call or email the
annual report section.
-
The
Certificate of Disclosure must be complete -
One box must be checked for section 10, 11A
& 11B. Additionally, an officer of the
corporation must verify the information,
sign and date the report. See the
instruction page of the annual report (p. 4,
numbers 7 and 12) for signature
requirements.
-
Examine your
corporation's stated life/duration to make
sure it is not in danger of expiring.
-
Make sure the
Commission's form indicates the correct
corporate information for your entity.
Corrections and updates to the annual report
form can be made by striking out incorrect
data and neatly writing in corrections. Do
not use metallic address stickers or
highlighters because they do not scan and
reproduce properly on our imaging system.
Follow
These Suggestions to Keep Your Corporation from
Being Revoked or Administratively Dissolved:
-
If You Move, Tell Us:
Address changes must be made in writing on
either the annual report form or Statement
of Change form, CHANGE
ADDRESS FORM.
Address
changes are not accepted over the phone or
by email because the form stating the
address change must be executed (signed) by
a duly authorized officer. The Commission is
prohibited by law from taking any
instruction about the corporate address from
the U.S. Postal Service. Mail from the
Commission cannot be forwarded. A.R.S.
§§10-501, 10-1507, 10-3501 & 10-11507
require that all Corporations maintain a
current address with the Commission.
Corporations with undeliverable addresses
are subject to revocation/administrative
dissolution by the Commission.
-
If
Your Statutory Agent Moves, Tell Us:
Again, statutes require that all corporation
Statutory Agents keep a current address with
the Commission. The annual report form now
has spaces for both a physical address and
mailing address. You must provide a physical
street address for the statutory agent, when
using a Po Box for mailing purposes. Strike
incorrect addresses and neatly write the
correct addresses in the space directly
below or to the side. If a new agent is
being appointed that agent must sign
accepting appointment and they must reside
in the State of Arizona, out of state
statutory agents are not acceptable.
-
Know Your Corporation's
Annual Report Due Date So That You Can
Submit The Report in a Timely Manner:
All corporations must file an annual report
once each year. The due date for the
corporation is printed on the top, left side
of the annual report form or if you get a
reminder notice it is in middle of
the notice. If your corporation fails to
receive an annual report form in the proper
time period,
you can download one at the
Corporation’s web site.
Limited
Liability Companies are not required to file
an annual report.
-
Use
The Annual Report Form Provided by The
Commission. Do Not Create Your Own Form
-It's Against The Law. - Never
change the corporate name, due date, filing
number or fee amount printed on the form.
-
Precisely Follow the Directions on Page Four
of the Annual Report Form: Use
the checklist provided.
-
Check our division web site regularly at:
www.azcc.gov/divisions/corporations for
legal updates, instructions, or forms.
Additionally,
the
Legislature's web site http://www.azleg.gov
has the complete text of Title 10
(corporation law) and Title 29 (L.L.C.
law). Their site also lists bills being
considered that affect these two titles.
______________________________________________________________________
RECORDS SECTION
Acceptable forms
of payment are Cash, Check, or Money Orders. We
currently accept Master Card and Visa credit
cards for the following items: Electronic on
line documents (annual reports, name
reservations and good standings). Visa and
Master card are accepted in the (Phoenix office
location) for documents filed in person
or replenishing a money on deposit
account. Please make check or money order
payable to the Arizona Corporation Commission.
To avoid delay in processing documents, submit
payment with your forms.
1)
HOW DO I OBTAIN INFORMATION ABOUT AN OLD STOCK
CERTIFICATE OR OLD CORPORATION?
ANSWER:
You need to send a
copy of the old stock certificate to the
Corporate Records Section. We will research the
certificate and let you know the status of the
corporation. If the corporation is still active,
we will notify you so you may obtain copies of
documents, which will provide information
regarding the value of the stock. The process
usually takes approximately 3-4 weeks to
research.
2) HOW DO I OBTAIN
COPIES OF DOCUMENTS?
ANSWER:
The commission
charges 50 cents per page for copies. You may
either come into our offices or send a check
"Not To Exceed $10.00" with a request stating
the name of the corporation and the documents of
which you would like copies. There is an
additional charge of $5.00 for each document for
an LLC. Turn around time is usually 4-5 days
unless you expedite the request. Expedited
requests are an additional $35.00, which means
we have the request processed within twenty-four
hours of receipt.
3)
HOW DO I OBTAIN THE NAMES OF THE ANY
OFFICERS/DIRECTORS OF A CORPORATION?
ANSWER:
You can get the
president and secretary from the web, under
"list corps by agent". Additionally, an
electronic image of the latest Annual Report for
many corporations is also available on this web
site by looking up the corporation and then
looking for a block icon under the Annual
Reports section for the corporation. The second
page of the report lists the officers and
directors.
4)
HOW DO I OBTAIN A CERTIFICATE OF GOOD STANDING?
ANSWER:
Certificates may be
obtained on line at
CLICK HERE or you may send your request to
the Corporate Records Section. The cost for the
Good Standing is $10.00. To expedite your
request, there is an addition $35.00 fee.
5) WHAT IS A MONEY
ON DEPOSIT ACCOUNT?
ANSWER:
A money on deposit account is a
prepaid account used for various services on a
regular basis.
(5.A) HOW DO I
OPEN A MONEY ON DEPOSIT ACCOUNT?
ANSWER:
Please go to the web site at
Records Money on Deposit Account
6)
HOW DO I CHANGE A CORPORATION/LLC OR STATUTORY
AGENT ADDRESS?
ANSWER:
CLICK
HERE for general
information on the web and
CLICK HERE for
the appropriate forms.
Please Note:
There is a $5.00 charge for filing a change of
address or agent for a LLC.
7)
HOW DO I CHANGE OR RESIGN A STATUTORY AGENT?
ANSWER:
CLICK
HERE for general
information on the web and
CLICK HERE for
the appropriate forms.
Please note: there
is a $10.00 filing fee for filing a resignation
of agent for a corporation.
8)
HOW DO I OBTAIN A STATUTORY AGENT?
ANSWER:
The Arizona
Corporation Commission does not maintain a list
of people or Corporations/Limited Liability
Companies that serve as statutory agents.
Arizona does not require statutory agents to
register with the state. Per A.R.S. §10-501.2,
& §29-604 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.
______________________________________________________________________
STARPAS SYSTEM
1) WHAT IS THE
STARPAS SYSTEM?
ANSWER:
The State of Arizona
Public Access System (STARPAS), provides access
to corporation and limited liability company
records on file with the Arizona Corporation
Commission, Corporations Division. The database
also includes names of limited partnerships,
partnerships and trade names because it is
joined with the Secretary of States office
database, for the purpose of name availability
searches. Individuals may search for corporate
business entities such as limited liability
companies, business, nonprofit and profit and
foreign corporations. They may also search for
statutory agents or agent addresses.
2) WHY WOULD I USE
THIS DATABASE AND THE INFORMATION AVAILABLE ON
THE WEB?
ANSWER:
To look up
information on a specific Corporation or Limited
Liability Company. Information regarding
corporate names and addresses, corporate status,
business type, officers, directors, and annual
reports are available. Detailed information on
trade names, trademarks and limited
partnerships, can be viewed at the Secretary of
State’s web site
http://www.azsos.gov business services
section.
3) HOW DO I SEARCH
OR LOOK UP DETAILED INFORMATION ON THE DATABASE?
ANSWER:
Use the STARPAS Web
Search Instructions. Press the word
"Instructions" on the top of the STARPAS main
menu or to view
instructions
4) WHAT IF NONE OF
THE ON-LINE WEB SEARCHES FIT MY NEEDS?
ANSWER:
Special extracts from the
Corporations Division STARPAS data base are
available. Examples include type of business,
nonprofit or profit designation, foreign
authority and limited liability companies.
The extract does
not include information from the Secretary of
States Office. To get extracts of trade names,
trademarks, limited partnership, you will need
to contact the Secretary of States Office,
Customer Service Business Center, 14 North 18th
Ave, Phoenix, AZ 85007. Their main phone number
is 602-542-4285. Trade name section phone number
is 602-542-6187.
5) WHAT IS AN
"AD-HOC REQUEST?"
ANSWER:
An Ad-Hoc request is extracted
data from our database. For further
information, please see page 1 of the
Public Reproduction Request Form.
6) WHAT TYPE OF
INFORMATION CAN WE GET?
ANSWER:
Basic information: such as file number,
corporate name, corporate address, statutory
agent name and address, domicile, county,
incorporating date, approval date, president,
secretary, members and managers and their
addresses. Other more detailed information is
available. To view the layout of this
information click here
Data Base Record Layout.
7) WHAT ARE THE
MOST COMMON TYPES OF AD-HOC REQUESTS?
ANSWER:
Homeowner associations, new
business filings within a specific time frame,
business corporation types: Examples -
nonprofit, profit or business type.
8) CAN WE GET THE
NUMBER OF MEMBERS?
ANSWER:
Yes.
9) ARE THERE FEES
FOR AN AD-HOC REQUEST FOR CORPORATE DATABASE
INFORMATION?
ANSWER:
Yes. If you need information beyond what is
available via the free web site, there are
fees. See fee listing on page 1 of the
Public Reproduction Request Form.
10) WHAT FORMS OF
PAYMENT ARE ACCEPTABLE?
ANSWER:
Check, cash, money order or Money on Deposit
account.
To avoid any delay
in processing your Ad-Hoc request, please submit
payment along with your Public Reproduction
Request Form.
11) CAN YOU E-MAIL
THE FILE?
ANSWER:
We do not recommend
electronically mailing the complete files of our
entire database. Based on past experience, some
electronic mail systems have limitations on
receiving large files. We can e-mail smaller,
Ad-Hoc requests. Examples - extract of all new
businesses within the last six months.
12) CAN I GET THE
FILE OR LIST IN SPECIFIC AREAS FOR THE SAME
COST?
ANSWER:
Yes. If you are requesting an
Ad-Hoc file or list, for example by: county,
city, state or zip code.
13) ARE PHONE
NUMBERS AVAILABLE?
ANSWER:
No. Phone numbers are not
available on the database and therefore, they
cannot be provided.
14) IS THERE
FINANCIAL INFORMATION AVAILABLE?
ANSWER:
No.
15) HOW DO I ORDER
AN AD-HOC REQUEST FOR DATA INFORMATION?
ANSWER:
You will need to fill out the
Public Reproduction Request form and submit
it with your payment to:
Arizona Corporation Commission
Information Technology Division
1200 West Washington Street
1st
Floor
Phoenix, Arizona 85007
If you
cannot access this form via the internet we can
fax, mail or e-mail the form to you by
contacting the IT Division at 602-364-4433 or by
sending a request via e-mail to: itsupport@cc.az.gov.