Arizona Certificate of Authority

In this Article:

• Completing an Arizona Application for Authority
• When do you Need an Arizona Application for Authority?
• Arizona Annual Report Requirements

Related: Get an Arizona Registered Agent

If your company was not incorporated in Arizona, but you wish to do business there, you need to complete an Arizona Application For Authority.

Acquiring Arizona Foreign Qualification allows a company formed in Delaware (or any other state) to legally transact business in Arizona.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get an Arizona Certificate of Authority:

When submitting an Application For Authority in Arizona, foreign LLCs and Corporations have to provide certain documents:

• Both LLCs and corporations must provide the State of Arizona a Certificate of Good Standing from the company’s home state, dated within 60 days.
  Note: this document is also referred to as a Certificate of Existence in some states.
• Corporations must also provide a Certified copy, as amended, of the company’s Certificate of Incorporation, dated within 60 days.

In addition, you must appoint and maintain an Arizona Statutory Agent (aka Registered Agent) at all times and include this information on your application. We can provide this service for just $99 per year.

Arizona requires an application to be submitted along with a fee of $175 for corporations or $150 for LLCS, plus $35 for expedited filing for either entity type. This does not include the cost of obtaining the documents noted above, if necessary.

Harvard Business Services can assist with your application so you don’t have to deal with the Arizona Corporations Commission directly. We do charge our own fee for this service, in addition to the state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Contact us for an exact quote.

How Do I Know If I Need to Complete an Arizona Application For Authority?

If you plan to do business in the state of Arizona and are incorporated elsewhere, you will generally have to obtain Arizona Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.

Like many other states, Arizona’s state statutes specify some example activities that do not constitute doing business in the state, and therefore do not require “authority to conduct affairs.” Below is a list of activities that do not require an Arizona Certificate of Authority:

1. Maintaining, defending or settling any proceeding.

2. Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs.

3. Maintaining bank accounts.

4. Maintaining offices or agencies for the transfer, exchange and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities.

5. Selling through independent contractors.

6. 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.

7. Creating or acquiring indebtedness, mortgages and security interests in real or personal property.

8. Securing or collecting debts or enforcing mortgages and security interests in property securing the same.

9. Owning, without more, real or personal property.

10. 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.

11. Conducting affairs in interstate commerce.

12. Being a limited partner of a limited partnership or a member of a limited liability company.

This list is not exhaustive. See the Arizona Revised Statutes for additional information.

Keep in mind that even if the state of Arizona does not require formal authority to be granted for a specific activity, a bank, vendor or another party can still require it in order to establish a relationship.

Arizona Annual Requirements

If your corporation has Arizona Foreign Qualification you will be required to file an annual report in order to keep your company in good standing with the state. The annual corporation renewal fee is $45.

Arizona does not impose an annual fee for foreign LLCs. No payment will be owed to the state of Arizona to maintain your foreign LLC. Please note that this does not mean you are exempt from paying other taxes due to the state.

In addition, the annual requirements above are independent of requirements you may have in Delaware or other states.