Register an LLC or Corporation to Do Business in Arizona

If your limited liability company or corporation was formed in California, Delaware, Nevada, Texas or any state other than Arizona and it is going to do business in Arizona, Arizona law requires the company to register with the Arizona Corporation Commission before it starts doing business here. Lawyers call this "qualifying" or "registering" a foreign entity. "Foreign" does not mean France. It means formed under the law of a state or country other than Arizona.

 

This article answers the questions out-of-state companies ask most often about registering in Arizona — when registration is required, what must be filed, what it costs, what happens to a company that skips the filing, and what the company must do every year afterwards.

Foreign Entity Registration Basics

What is a "foreign" LLC or corporation in Arizona?

A foreign LLC or corporation is simply an entity that was formed under the laws of a jurisdiction other than Arizona. A Delaware corporation, a Nevada LLC and a California LLC are all foreign entities in Arizona. An entity formed under Arizona law is a domestic entity.

 

The label has nothing to do with where the owners live or where the company's money comes from. It depends entirely on which state's filing office issued the entity's charter.

What does it mean to register a foreign entity in Arizona?

Registration is a filing made with the Arizona Corporation Commission that puts the out-of-state company on Arizona's public business registry, gives Arizona courts and the public an in-state agent to serve with lawsuits, and gives the company the legal right to conduct business and to sue in Arizona courts.

 

Registration does not create a new company. Your Nevada LLC remains one Nevada LLC that happens to be registered to do business in two states. You do not get a second set of owners, a second operating agreement or a second federal employer identification number.

Does registering in Arizona change which state's law governs my company?

No. Under A.R.S. §29-3901 for LLCs and A.R.S. §10-1505 for corporations, the law of the state of formation continues to govern the company's internal affairs — who the members or shareholders are, how managers and directors are elected, what the operating agreement or bylaws mean, and whether the owners have limited liability.

 

Arizona law governs the company's dealings with the outside world in Arizona: contracts performed here, torts committed here, Arizona employees, Arizona real estate and Arizona taxes.

Which agency handles foreign entity registration in Arizona?

The Arizona Corporation Commission (the ACC), not the Arizona Secretary of State. This surprises people who come from states where the Secretary of State runs the business registry. In Arizona the Secretary of State handles trade names and trademarks, and the ACC handles LLCs and corporations.

Do You Actually Have to Register?

When must an out-of-state LLC register in Arizona?

A.R.S. §29-3902 says a foreign limited liability company "may not do business in this state until" it registers with the Arizona Corporation Commission. The statute does not define "doing business" affirmatively. Instead, Arizona law lists activities that are not doing business, and everything else is judged on the facts.

 

In practice, an out-of-state LLC needs to register when it establishes a continuing physical or commercial presence in Arizona — an office, a warehouse, a store, a jobsite, an operating business, employees based here, or repeated in-state transactions that are part of its regular course of business.

When must an out-of-state corporation register in Arizona?

A.R.S. §10-1501 states that a foreign corporation "shall not transact business in this state until it is granted authority to transact business" by the Arizona Corporation Commission. The test is the same practical one that applies to LLCs, and the statute contains its own list of safe-harbor activities.

What activities are not "doing business" in Arizona?

A.R.S. §29-3905 (LLCs) and A.R.S. §10-1501(B) (corporations) contain nearly identical safe-harbor lists. An out-of-state entity is not doing business in Arizona merely by:

• Maintaining, defending, mediating, arbitrating or settling a lawsuit or other proceeding.
• Holding meetings of its members, managers, shareholders or directors, or carrying on other internal company business.
• Maintaining bank accounts in Arizona.
• Maintaining offices or agencies for the transfer, exchange and registration of its own securities.
• Selling through independent contractors.
• Soliciting or obtaining orders that require acceptance outside Arizona before they become contracts.
• Creating or acquiring indebtedness, mortgages or security interests in real or personal property.
• Securing or collecting its own debts, or enforcing mortgages and security interests in the property securing those debts.
• Conducting an isolated transaction that is completed within thirty days and that is not one in a course of repeated similar transactions.
• Owning, without more, real or personal property in Arizona.
• Transacting business in interstate commerce.
• Being a member, manager, partner or shareholder of an Arizona entity, or of a foreign entity that is itself doing business in Arizona.

Both statutes say plainly that the list is not exhaustive, and both say that the safe harbors do not limit Arizona's power to tax the company or to serve it with legal process. In other words, an activity can be outside the registration requirement and still generate an Arizona tax filing obligation.

Does owning Arizona rental real estate require registration?

Passive ownership of Arizona real estate, standing alone, is listed as an activity that is not doing business. But the safe harbor is written as "owning, without more." Once an out-of-state LLC starts operating the property as a rental business — advertising it, signing leases here, collecting rent, hiring vendors and managing it as an ongoing enterprise — there is a strong argument the company is doing business in Arizona and should register.

 

Because the filing fee is modest and the downside of guessing wrong is being unable to file an eviction or a collection lawsuit, most out-of-state LLCs that own Arizona rental property register.

Do I have to register if I have an employee working in Arizona?

Having a bona fide employee whose regular work is performed in Arizona is generally treated as doing business here, and it also triggers Arizona income tax withholding and unemployment insurance obligations that are independent of the Corporation Commission filing. A single remote worker who happens to live in Arizona is the fact pattern that most often catches out-of-state companies by surprise.

If my out-of-state LLC is just a member of an Arizona LLC, must it register?

No. Both safe-harbor statutes say that being a member, manager, partner or shareholder of an entity that does business in Arizona is not, by itself, doing business in Arizona. A Nevada LLC that owns 50% of an Arizona LLC does not have to register in Arizona on account of that ownership.

Does selling online to Arizona customers require registration?

Filling orders shipped into Arizona from outside the state is usually interstate commerce and usually falls inside the safe harbors, so it usually does not require registration with the Arizona Corporation Commission. It is a separate question from Arizona transaction privilege tax, where Arizona's economic nexus rules can require an out-of-state seller to obtain a license and remit tax even though no Corporation Commission filing is required.

How an Out-of-State LLC Registers in Arizona

What does a foreign LLC file with the Arizona Corporation Commission?

A foreign LLC files a Foreign Registration Statement (ACC form L025) together with a Statutory Agent Acceptance (ACC form M002) and a Manager/Member Structure Attachment. Filings can be submitted through the ACC's eCorp online portal or on paper.

What must the Foreign Registration Statement contain?

A.R.S. §29-3903 requires the statement to give:

• The name of the foreign LLC and, if that name does not comply with Arizona's name rules in A.R.S. §29-3112, an alternate name it will use in Arizona.
• A statement that it is a foreign limited liability company.
• The state or country in which it was organized.
• Its principal address and, if the law of its home state does not require it to keep a principal office, the address of its registered or statutory agent there.
• The name and Arizona street address of its Arizona statutory agent.
• Whether it is manager-managed or member-managed.
• The names and addresses of all managers (if manager-managed) and of every member who owns 20% or more of the company, or of all members if the company is member-managed.

What supporting documents must a foreign LLC attach?

Under A.R.S. §29-3903, the LLC must deliver a certified copy of the organizational documents on file in its state of formation — typically its articles of organization and all amendments — plus proof that the company existed in that state within sixty days before the filing. That proof is the certificate of good standing or certificate of existence issued by the home state's filing office. Order it early; some states take a week or more to issue one, and a certificate older than sixty days will be rejected.

How much does it cost to register a foreign LLC in Arizona?

The Arizona Corporation Commission charges $150 to file a Foreign Registration Statement, or $185 with expedited processing. On top of expedited processing the ACC offers accelerated service for an additional $100 (next day), $200 (same day) or $400 (two hour). All ACC fees are nonrefundable, even if the filing is rejected.

Does a foreign LLC have to publish a notice in a newspaper?

No. Arizona's newspaper publication requirement in A.R.S. §29-3201 applies to articles of organization filed to form a domestic Arizona LLC. It does not apply to a foreign LLC's registration statement, and the Corporation Commission's own instructions for form L025 confirm that no publication is required.

What if another Arizona company already uses my LLC's name?

A.R.S. §29-3906 handles this. If the LLC's real name is not distinguishable from a name already on the ACC's records or otherwise fails Arizona's name requirements, the company registers under an alternate name that does comply, and it must use that alternate name in its Arizona business. Check name availability on the ACC entity search before you order certified copies from your home state.

How long does approval take?

Normal processing times at the Corporation Commission fluctuate with filing volume and are posted on the ACC's website. Expedited and accelerated options exist for a company that needs the registration to close a transaction, sign a lease or open a bank account on a deadline.

How an Out-of-State Corporation Registers in Arizona

What does a foreign corporation file?

A foreign corporation files an Application for Authority to Transact Business in Arizona (ACC form C018) under A.R.S. §10-1503. The application must state the corporation's name (or an alternate Arizona name), the state and date of incorporation, the address of its principal office, its Arizona known place of business, the name and address of its Arizona statutory agent, the names and business addresses of its current directors and officers, its authorized and issued shares, and a brief statement of the character of the business it intends to conduct in Arizona.

 

The application must be accompanied by a certified copy of the articles of incorporation and all amendments, a certificate of existence or good standing from the state of incorporation dated not more than sixty days before delivery to the ACC, a signed Certificate of Disclosure, and a Statutory Agent Acceptance form M002.

What is the Certificate of Disclosure?

Arizona requires corporate filings to include a Certificate of Disclosure signed by the corporation, which discloses whether any officer, director, trustee or person controlling 20% or more of the corporation has certain fraud, securities or bankruptcy history within the past seven years. It must be dated within thirty days before it is delivered to the Corporation Commission. There is no comparable requirement for LLCs.

How much does it cost to register a foreign corporation in Arizona?

The Application for Authority costs $175, or $210 with expedited processing, plus the same optional accelerated service charges of $100, $200 or $400. Budget separately for certified copies and a certificate of existence from the home state, and for newspaper publication if it applies.

Does a foreign corporation have to publish notice in a newspaper?

Sometimes. Under A.R.S. §10-1503, within sixty days after the Commission approves the application, notice must be published in a newspaper of general circulation in the county of the corporation's Arizona known place of business for three consecutive publications, unless the Corporation Commission instead enters the approval information in its own online database.

 

A.R.S. §10-130 limits that database substitute to entities whose known place of business is in a county with a population of more than 800,000 people — which today means Maricopa County and Pima County. So a corporation whose Arizona address is in Phoenix, Scottsdale, Mesa, Tucson or anywhere else in those two counties does not publish. A corporation whose Arizona address is in Yavapai, Coconino, Pinal, Mohave or any other county must publish and should keep the affidavit of publication in its corporate records.

What if the corporate name is not available in Arizona?

A.R.S. §10-1506 requires a foreign corporation's name to satisfy Arizona's name rules. If the real name is unavailable, the corporation may obtain authority under a fictitious or alternate name adopted by a resolution of its board of directors, and that resolution is filed with the application.

What about an out-of-state nonprofit corporation?

A foreign nonprofit corporation registers under Arizona's nonprofit corporation statutes beginning at A.R.S. §10-11501, using the ACC's nonprofit forms rather than the for-profit forms. The structure is the same — application for authority, certificate of existence from the home state, statutory agent, publication where required, and an annual report — but the forms, fees and disclosure requirements differ. A foreign nonprofit that will solicit donations or hold assets in Arizona should also confirm its federal tax-exempt status is in order before it starts operating here.

The Arizona Statutory Agent Requirement

Does my out-of-state company need an Arizona statutory agent?

Yes, without exception. Arizona uses the term "statutory agent" for what most states call a registered agent. A.R.S. §10-1507 requires every registered foreign corporation to continuously maintain a known place of business and a statutory agent in Arizona, and A.R.S. §29-3903 requires a foreign LLC to name a statutory agent with an Arizona street address in its registration statement.

 

The agent is the person Arizona courts and the state serve with lawsuits and official notices. The agent's Arizona address must be a physical street address; a post office box alone will not do.

Who can serve as the statutory agent?

An individual who resides in Arizona and has a permanent Arizona street address, or an entity that is itself authorized to transact business in Arizona. The agent must sign and file a Statutory Agent Acceptance (form M002) — a company cannot appoint an agent who has not agreed to serve, and an LLC cannot serve as its own statutory agent.

What Happens If You Do Not Register

What happens to an unregistered foreign LLC?

Under A.R.S. §29-3902, a foreign LLC that is doing business in Arizona without registering may not maintain an action or proceeding in an Arizona court. That is the real bite: the company cannot file the eviction, the collection suit or the breach of contract case until it registers. It may still defend a lawsuit filed against it.

 

The statute is equally clear about what failure to register does not do. It does not invalidate the company's contracts or other acts, and it does not strip the members and managers of their limited liability. And under A.R.S. §29-3912, the Arizona Attorney General may sue to enjoin an unregistered foreign LLC from doing business in Arizona.

What happens to an unregistered foreign corporation?

A.R.S. §10-1502 is harsher. An unauthorized foreign corporation may not maintain a proceeding in an Arizona court until it obtains authority. In addition, the state may recover all fees that would have been imposed had the corporation applied when it should have, plus a civil penalty of up to $1,000. The Attorney General — or any Arizona citizen — may bring an action to enjoin the corporation from transacting business. If the corporation obtains authority, the injunction action is dismissed, but the plaintiff recovers costs and attorney fees.

 

As with LLCs, the corporation's contracts and corporate acts remain valid and the shareholders keep their limited liability.

Can a company fix the problem after the fact?

Yes. There is no waiting period and no amnesty program to apply for — the company simply files the registration or application for authority, pays the fees and, in the corporate case, any penalty the state assesses. The court-access bar is lifted once the filing is granted, which is why companies that discover the problem in the middle of litigation usually file on an expedited basis. The cleaner and cheaper approach is to register before you start doing business here.

Ongoing Arizona Obligations After You Register

Does a registered foreign LLC file an Arizona annual report?

No. Arizona does not require LLCs — domestic or foreign — to file annual reports or pay annual fees to the Corporation Commission. This is one of the reasons Arizona is an inexpensive state in which to operate an LLC. The LLC must still keep its statutory agent and its filed information current.

Does a registered foreign corporation file an Arizona annual report?

Yes. A.R.S. §10-1622 requires every foreign corporation authorized to transact business in Arizona to file an annual report with the Corporation Commission during the anniversary month the Commission assigns, together with the $45 annual report fee. The report updates the corporation's address, statutory agent, directors, officers, shares and principal shareholders, and it certifies that required Arizona income tax returns have been filed.

 

Late filing produces penalties and, if the delinquency continues, the Commission may revoke the corporation's authority to transact business in Arizona under A.R.S. §10-1530. A corporation whose authority is revoked loses access to Arizona courts until it is reinstated.

What do I file when the company's information changes?

Keep the ACC record current. A foreign LLC amends its Foreign Registration Statement under A.R.S. §29-3904 when the information in it becomes inaccurate — a name change, a change of managers or 20% members, a new principal address. A foreign corporation delivers changes to the Commission under A.R.S. §10-1504, and files a statement of change of known place of business or statutory agent under A.R.S. §10-1508. Statement-of-change filings are inexpensive; the ACC charges as little as $5 to $10 for most of them.

 

The item companies neglect most often is the statutory agent. When the agent resigns or moves and nobody updates the record, service of process and Commission notices go to an address the company no longer monitors, and the first thing the company learns about an Arizona lawsuit is the default judgment.

What Arizona taxes and licenses apply after registration?

Registration with the Corporation Commission is a business-entity filing, not a tax filing. Depending on what the company does in Arizona, it may also need to:

• Get a transaction privilege tax (TPT) license. Arizona's version of a sales tax license is issued by the Arizona Department of Revenue through the Joint Tax Application (form JT-1). The state license fee is $12 per business location under A.R.S. §42-5005, and it must be renewed annually. Many Arizona cities impose their own privilege taxes collected through the same license.
• Register for Arizona withholding and unemployment insurance if it has Arizona employees. Withholding is administered by the Department of Revenue and unemployment insurance by the Arizona Department of Economic Security; both are handled on the JT-1 application.
• File Arizona income tax returns. A corporation taxed as a C corporation pays Arizona corporate income tax at a 4.9% rate under A.R.S. §43-1111. Income that passes through an LLC or S corporation to its owners is taxed to those owners at Arizona's 2.5% flat individual rate, and the entity generally files an Arizona information return.
• Obtain city and industry licenses. Most Arizona cities require a general business license, and regulated activities — construction, real estate, insurance, liquor, health care, child care and many others — require a license from the applicable Arizona agency or board before the company can operate.

Ending the Registration & Better Alternatives

How does a foreign LLC end its Arizona registration?

A foreign LLC that stops doing business in Arizona files a Statement of Withdrawal of its registration under A.R.S. §29-3911. The ACC fee is $10, or $45 expedited. If the LLC has dissolved in its home state and completed winding up, it withdraws under A.R.S. §29-3908 instead. Filing the withdrawal matters: a registration left open keeps the company on Arizona's records as an entity subject to service of process here.

How does a foreign corporation withdraw from Arizona?

Under A.R.S. §10-1520, the corporation files an Application for Withdrawal ($25, or $60 expedited), revokes its statutory agent's authority and appoints the Corporation Commission as its agent for service of process on claims arising while it was authorized here. The application is not complete until the Commission receives a tax clearance certificate from the Arizona Department of Revenue confirming that Arizona taxes have been paid. Request the tax clearance early — it is the step that determines the timeline.

Should I register my out-of-state company or form a new Arizona LLC instead?

It depends on where the business is actually going to live. If the company will continue operating in its home state and is simply expanding into Arizona, register the existing entity. Two registrations for one company is the right answer.

 

But if the business is moving to Arizona and will no longer do business in the formation state, paying two states' fees and complying with two states' filing regimes forever is a waste of money. In that case the better options are:

• Statutory domestication or conversion — if the home state allows it, the company changes its state of formation to Arizona and continues as the same entity, keeping its bank accounts, contracts, EIN and history.
• Merger — form a new Arizona LLC and merge the out-of-state entity into it.
• Dissolve and re-form — the crudest option, and usually the worst, because it can terminate contracts, licenses and favorable tax attributes.

Each of these has federal income tax consequences that depend on how the entity is classified for tax purposes, so get the tax analysis before you pick the method.

Can I skip registration by forming a brand new Arizona LLC to hold the Arizona operations?

You can, and sometimes that is the right structure — a separate Arizona LLC to own an Arizona property or run an Arizona branch, owned by the out-of-state parent. Remember that the out-of-state parent's mere ownership of that Arizona LLC does not require the parent to register. The trade-off is a second entity to maintain, a second set of books and, if it has employees or does business in more than one state, a second set of tax filings.

Get Help Registering Your Out-of-State Company in Arizona

Arizona LLC attorneys Richard Keyt and his son, attorney and former CPA Richard C. Keyt, have formed 10,000+ Arizona LLCs and register out-of-state LLCs and corporations to do business in Arizona. We prepare and file the Corporation Commission documents and serve as your Arizona statutory agent.

Register an LLC to Do Business in Arizona

• Foreign LLC Registration in Arizona: To hire us to prepare and file a Foreign Registration Statement with the Arizona Corporation Commission to register an LLC formed in a state other than Arizona to do business in Arizona for $872 complete and submit our Foreign Registration Statement Questionnaire

Register a Corporation to Do Business in Arizona

• Foreign Corporation Registration in Arizona: To hire us to prepare and file an Application for Authority to Transact Business or Conduct Affairs in Arizona to register a corporation formed in a state other than Arizona to do business in Arizona for $872 complete and submit our Application for Authority Questionnaire

Our flat fee includes the Arizona Corporation Commission filing fee and our statutory agent service fee for one year.

 

To discuss registering an out-of-state LLC or corporation in Arizona, call Richard Keyt at 480-664-7478 or email him at rk@keytlaw.com.

 

This article is general information about Arizona law, not legal advice, and reading it does not create an attorney-client relationship. Filing fees, forms and statutes change. Confirm current fees and processing times with the Arizona Corporation Commission before you file. © 2026 KEYTLaw, LLC. All rights reserved.