Application For Registration Of Foreign Llc L025i printable pdf download

Instructions L025i

ARIZONA CORPORATION COMMISSION

Corporations Division

1300 West Washington Street

Application for Registration of

Phoenix, Arizona 85007

Foreign LLC

(602) 542-3026

General Information

name reservation application by using

Trade name – if you are the owner of a

our website at

trade name registered with the

/divisions/corporations/filings/

Secretary of State’s office that is

Foreign LLCs must apply for

Reserving the name is

namingpolicy.asp.

identical to the LLC name you wish to

registration to transact business. A

not required. Web access is available to

use, you must complete and attach to

foreign limited liability company (“LLC”)

the public at our Phoenix and Tucson

the Articles of Organization a Trade

that wants to transact business in

offices.

Name Declaration form M003. Forms

Arizona must first apply to the Arizona

are available on our website at

Corporation Commission for a certificate

The LLC name must satisfy the

of registration. See A.R.S. § 29-802.

requirements of A.R.S. § 29-602. The

forms/formsindex.asp.

professional LLC name must satisfy the

What is a foreign LLC? Any LLC that

requirements of A.R.S. § 29-845.

Can a foreign professional LLC

was not created or formed under the

Statutes are available on the Arizona

obtain registration in Arizona? Yes.

laws of the State of Arizona is a foreign

Legislature’s website, ,

The statutes pertaining to foreign

LLC.

by following the link for Arizona Revised

professional LLCs are A.R.S. §§ 29-841

Statutes.

What is transacting business? The

through 229-847. Statutes are available

applicable statute defines some

on the Arizona Legislature’s website,

The minimum requirements under

, by following the link for

activities that DO NOT constitute the

Arizona law for the name of a limited

transaction of business within the state.

Arizona Revised Statutes.

liability company are that it:

See A.R.S. § 29-809. Statutes are

What is a Statutory Agent?

shall contain the words “limited liability

available on the Arizona Legislature’s

A Statutory Agent, often called a

company” or “limited company” or the

website,

, by following the

“registered agent,” is an individual or a

abbreviations “L.L.C.”, “L.C.”, “LLC”, or

link for Arizona Revised Statutes. The

business entity that the LLC appoints in

“LC”

Arizona Corporation Commission does

Arizona for the purpose of accepting

AND

not make determinations under A.R.S. §

service of process (lawsuit papers or

29-809 as to what activities do or do

shall not contain the words

legal documents) for the LLC. The agent

not constitute the transaction of

“association”, “corporation”,

is called a “statutory” agent because a

business, because such a determination

“incorporated”, or an abbreviation of

statute requires that the LLC appoint

requires interpreting the applicable

those words.

someone for this purpose. See A.R.S. §

statute in the context of the LLC’s

If the name contains any of the

29-802. If, for example, a lawsuit is

particular situation, which involves legal

following words, prior written approval

filed against the LLC, the Statutory

advice. Commission staff cannot give

must be obtained from the Arizona

Agent will be the one who is served

legal advice to the public. It is up to the

Department of Financial Institutions

(receives the papers on behalf of the

LLC to determine whether or not its

before registration is allowed:

LLC), and then the Statutory Agent

activities require it to seek registration

Bank; Banker; Banking; Banc; Banco;

should give the papers to the LLC. Note

with the Arizona Corporation

Banque; Credit Union; Deposit; Savings

that the law requires that the LLC

Commission. If the LLC is in doubt, it

Association; Building Association;

maintain a statutory agent with a valid

should seek advice from an attorney.

Savings and Loan Association; Building

address on the records of the Arizona

Commission staff cannot tell you

and Loan Association; Savings Bank;

Corporation Commission at all times,

whether or not the LLC should file an

Thrift; Trust; or Trust Company. See

and the failure to do so will subject the

Application for Registration.

A.R.S. §§ 29-602, 29-804.

LLC to being administratively revoked.

What if the LLC operates in Arizona

See A.R.S. § 29-807. Official notices

A professional limited liability company

without registering? The full

from the Arizona Corporation

name shall not conflict with any of the

consequences of transacting business in

Commission will be sent to the Arizona

above, and shall contain the words

statutory agent’s address.

Arizona without registering are set out

“professional limited liability company”

in A.R.S. § 29-809. Statutes are

or one of the following abbreviations:

Who can be the Statutory Agent?

available on the Arizona Legislature’s

“P.L.L.C.”, “P.L.C.”, “PLLC”, or “PLC”, in

A Statutory Agent can be an individual,

website,

, by following the

upper or lower case letters.

or an Arizona corporation or LLC, or a

link for Arizona Revised Statutes.

foreign corporation or LLC that is

Fictitious name. If a foreign LLC’s name

What are the LLC name

authorized to transact business in

is not available or does not satisfy the

Arizona. An LLC cannot be its own

requirements? The examiner will

LLC name requirements, it may use a

determine if the LLC name to be used

Statutory Agent – it must appoint

fictitious name if it attaches to the

someone apart from itself. For example,

complies with the statutory

Application For Registration a company

the LLC can appoint one of its

requirements, but you can review the

resolution adopting a fictitious name.

name criteria, check for name

managers or members in his or her

See A.R.S. § 29-809.

capacity as an individual as the

availability and, if desired, submit a

L025i.001-STPS

Arizona Corporation Commission – Corporations Division

Rev. 2012

Page 1 of 4

Application For Registration Of Foreign Llc L025i

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