Bring-Down Certificate - Arizona

BRING-DOWN CERTIFICATE — ARIZONA

State of Arizona — Corporate Closing Documents

PART I: OVERVIEW AND PURPOSE

1.1 What Is a Bring-Down Certificate?

A bring-down certificate is a closing deliverable in which an authorized officer of a party to a transaction certifies that representations, warranties, and covenants made in the underlying agreement remain true and have been performed as of the closing date.

1.2 Arizona Corporate Law Framework

Arizona corporations are governed by Arizona Revised Statutes Title 10, Corporations and Associations. Key provisions relevant to bring-down certificates include:

• A.R.S. 10-128 — Certificate of Good Standing. A person may apply to the Arizona Corporation Commission to furnish a certificate of good standing for a domestic or foreign corporation. The certificate sets forth the corporate name, date of incorporation, that all affidavits and annual reports have been filed, that all annual filing fees have been paid, and that the corporation is in good standing. A certificate of good standing issued by the Commission may be relied on as conclusive evidence of the matters stated therein.
• A.R.S. 10-841 — Required Officers. A corporation shall have the officers described in its bylaws or appointed by the board of directors.
• A.R.S. 10-842 — Standards of Conduct for Officers. An officer shall discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the corporation.

1.3 When Is a Bring-Down Certificate Required?

☐ Mergers and acquisitions involving Arizona corporations or LLCs
☐ Equity and debt financing closings
☐ Real estate transactions involving Arizona entity sellers
☐ Joint venture formations
☐ Any transaction where the Agreement requires an officer's certificate as a closing condition

1.4 Legal Effect

• Condition to Closing. Satisfies a condition precedent to the other party's obligation to close.
• Post-Closing Indemnification. Supports indemnification claims if certified statements prove false.
• Conclusive Evidence. Under A.R.S. 10-128, a certificate of good standing from the Arizona Corporation Commission is conclusive evidence of the matters stated therein.
• Officer Liability. Under A.R.S. 10-842, an officer who certifies knowingly false statements may face liability for breach of the duty of care.

PART II: OFFICER'S CERTIFICATE

OFFICER'S CERTIFICATE

Pursuant to Section [____] of the [____] Agreement

STATE OF ARIZONA

This Officer's Certificate (this "Certificate") is delivered pursuant to Section [________________________________] of that certain [Stock Purchase Agreement / Asset Purchase Agreement / Agreement and Plan of Merger / Credit Agreement] dated as of [__/__/____] (the "Agreement"), by and among:

Buyer/Lender: [________________________________] ("Buyer")

Seller/Borrower: [________________________________], an Arizona [corporation / limited liability company] (the "Company")

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

The undersigned, [________________________________], the duly elected and acting [Title] of the Company, hereby certifies, on behalf of the Company and not in any individual capacity, as follows:

Section 1. Organization and Good Standing

The Company is a [corporation duly organized / limited liability company duly formed] and validly existing under the laws of the State of Arizona pursuant to Arizona Revised Statutes Title 10. The Company is in good standing with the Arizona Corporation Commission, has filed all required annual reports, and has paid all annual filing fees due to the Commission.

Section 2. Representations and Warranties

[SELECT ONE:]

Option A — Full Bring-Down:

Each of the representations and warranties of the Company contained in Article [____] of the Agreement is true and correct in all respects as of the date hereof with the same force and effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all respects as of such earlier date.

Option B — Materiality-Qualified Bring-Down:

Each of the representations and warranties of the Company contained in Article [____] of the Agreement is true and correct in all material respects as of the date hereof with the same force and effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date.

Option C — MAE-Qualified Bring-Down:

Each of the representations and warranties of the Company contained in Article [____] of the Agreement (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) is true and correct as of the date hereof, except (i) to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct as of such earlier date, and (ii) where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3. Performance of Covenants

The Company has performed and complied in all material respects with all covenants and agreements required by the Agreement to be performed or complied with by the Company on or before the Closing Date.

Section 4. No Material Adverse Change

Since the date of the Agreement, no event, change, occurrence, circumstance, or condition has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

Section 5. No Legal Impediment

No temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction (including any Arizona Superior Court or the United States District Court for the District of Arizona), and no statute, rule, regulation, or executive order promulgated or enacted by any governmental authority, is in effect that prevents or prohibits the consummation of the transactions contemplated by the Agreement.

Section 6. No Proceedings

No action, suit, investigation, or proceeding is pending or, to the knowledge of the Company, threatened before any governmental authority (including the Arizona Corporation Commission or the Arizona Attorney General) that seeks to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by the Agreement.

Section 7. Exceptions to Certifications

☐ No exceptions to the foregoing certifications exist.

☐ The following exceptions are set forth on Schedule A attached hereto:

[________________________________]

Section 8. Officer Authority

The undersigned is a duly elected and acting officer of the Company, holding the office indicated below, and has been duly authorized by the [Board of Directors / Members / Managers] of the Company to execute and deliver this Certificate on behalf of the Company pursuant to A.R.S. 10-841.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of [__/__/____].

[________________________________]
(Name of Company)

By: ____________________________________
Name: [________________________________]
Title: [________________________________]

PART III: SECRETARY'S CERTIFICATE

SECRETARY'S CERTIFICATE

The undersigned, [________________________________], the duly elected and acting Secretary (or Assistant Secretary) of [________________________________] (the "Company"), an Arizona [corporation / limited liability company], hereby certifies, on behalf of the Company and not in any individual capacity, as follows:

Section 1. Incumbency

The following persons are the duly elected or appointed officers of the Company holding the offices set forth opposite their names below, and the signatures set forth opposite their names below are their genuine signatures:

Section 2. Organizational Documents

(a) Attached hereto as Exhibit A is a true, correct, and complete copy of the [Articles of Incorporation / Articles of Organization] of the Company as filed with the Arizona Corporation Commission, as currently in effect, including all amendments thereto.

(b) Attached hereto as Exhibit B is a true, correct, and complete copy of the [Bylaws / Operating Agreement] of the Company, as currently in effect, including all amendments thereto.

Section 3. Resolutions

Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the [Board of Directors / Members / Managers] of the Company authorizing the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby. Such resolutions have not been amended, modified, supplemented, revoked, or rescinded and remain in full force and effect as of the date hereof.

Section 4. Certificate of Good Standing

Attached hereto as Exhibit D is a Certificate of Good Standing issued by the Arizona Corporation Commission pursuant to A.R.S. 10-128, dated not earlier than [____] days before the Closing Date, confirming that the Company is in good standing under the laws of Arizona.

Section 5. Statutory Agent

The Company's statutory agent, as required by A.R.S. 10-501, is:

Name: [________________________________]
Address: [________________________________]

The statutory agent information on file with the Arizona Corporation Commission is current and accurate.

Section 6. Foreign Qualification

The Company is qualified to do business as a foreign [corporation / limited liability company] in good standing in the following jurisdictions:

Section 7. No Dissolution

No proceedings for the dissolution, winding up, liquidation, or reorganization of the Company have been commenced or are contemplated. No assignment for the benefit of creditors has been made.

Section 8. Secretary's Authority

The undersigned is the duly elected and acting Secretary of the Company and has been duly authorized to execute and deliver this Certificate.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of [__/__/____].

By: ____________________________________
Name: [________________________________]
Title: Secretary

[COUNTER-CERTIFICATION:]

I, [________________________________], [Title] of the Company, hereby confirm that [________________________________] is the duly elected and acting Secretary of the Company and that the signature above is his/her genuine signature.

By: ____________________________________
Name: [________________________________]
Title: [________________________________]

PART IV: GOOD STANDING CERTIFICATE PROCEDURES — ARIZONA

4.1 Terminology

Arizona uses the term "Certificate of Good Standing" for its official entity status certificate, issued by the Arizona Corporation Commission pursuant to A.R.S. 10-128.

4.2 Issuing Authority

Arizona Corporation Commission
Corporations Division
1300 W. Washington Street
Phoenix, AZ 85007
Phone: (602) 542-3026
Website: https://www.azcc.gov

Online Portal: The Arizona Corporation Commission transitioned to the Arizona Business Center portal, replacing the former eCorp system, on January 12, 2026. The new portal provides free online services and modern filing features.

4.3 How to Obtain a Certificate of Good Standing

Online:
☐ Visit the Arizona Corporation Commission's Arizona Business Center portal at https://www.azcc.gov
☐ Search for entity by name or file number
☐ Request Certificate of Good Standing
☐ Pay the applicable fee
☐ PDF certificate is available immediately upon payment

By Mail:
☐ Submit written request to the Arizona Corporation Commission at the address above
☐ Include entity name and file number
☐ Include payment of $10
☐ Processing time: approximately 2 weeks

By Fax:
☐ Fax request with entity information and credit card payment
☐ Processing time: approximately 2 weeks

In Person:
☐ Visit the Phoenix office
☐ Request certificate at the counter
☐ Expedited counter service may be available for an additional fee

4.4 Fees

4.5 What the Certificate Confirms

Under A.R.S. 10-128, a Certificate of Good Standing sets forth:

☐ The domestic corporation's corporate name (or the foreign corporation's corporate name used in Arizona)
☐ Whether the domestic corporation is incorporated under Arizona law and the date of incorporation (or whether a foreign corporation is authorized to transact business)
☐ That all affidavits and annual reports required have been filed with the Commission
☐ That all annual filing fees due have been paid
☐ That the corporation is in good standing in Arizona

A certificate of good standing issued by the Commission may be relied on as conclusive evidence of the matters stated therein (A.R.S. 10-128).

4.6 Practice Tips for Arizona

• Arizona Corporation Commission vs. Secretary of State. Unlike most states, Arizona's corporate filing authority is the Arizona Corporation Commission, not the Secretary of State. Ensure filings and certificate requests are directed to the Commission.
• Annual Reports. Arizona corporations must file annual reports with the Corporation Commission. The annual report is due on a date set by the Commission. Verify the Company's annual report is current before requesting a certificate.
• Statutory Agent. Arizona requires corporations to maintain a statutory agent (A.R.S. 10-501). Confirm the statutory agent is current. If the Company changes its statutory agent, it must file a notice with the Commission.
• New Online Portal. The Arizona Business Center portal launched January 12, 2026, replacing the former eCorp system. Practitioners should familiarize themselves with the new platform.

PART V: COMPLIANCE CERTIFICATE — ARIZONA

COMPLIANCE CERTIFICATE

The undersigned, [________________________________], the duly elected and acting [Title] of [________________________________] (the "Company"), an Arizona [corporation / limited liability company], hereby certifies, on behalf of the Company and not in any individual capacity, as follows:

Section 1. Arizona Tax Compliance

☐ The Company has timely filed all Arizona tax returns and reports required to be filed, including Arizona corporate income tax returns (A.R.S. 43-1111 et seq.) as applicable.

☐ The Company has paid all Arizona taxes due and payable, except for taxes being contested in good faith for which adequate reserves have been established.

☐ There are no outstanding Arizona state tax liens against the Company or its assets.

☐ No audit, examination, or investigation by the Arizona Department of Revenue is pending or, to the knowledge of the Company, threatened.

Section 2. Arizona Transaction Privilege Tax Compliance

☐ The Company has obtained all required transaction privilege tax (TPT) licenses from the Arizona Department of Revenue.

☐ The Company has timely filed all TPT returns and paid all TPT obligations due.

[DRAFTER'S NOTE: Arizona's transaction privilege tax (TPT) is the state's version of a sales tax. For businesses with significant Arizona revenue, TPT compliance is an important diligence item.]

Section 3. Federal Tax Compliance

☐ The Company has timely filed all federal tax returns and reports required to be filed.

☐ The Company has paid all federal taxes due and payable, except for taxes being contested in good faith for which adequate reserves have been established.

☐ There are no outstanding federal tax liens against the Company or its assets.

Section 4. Regulatory Compliance

☐ The Company holds all material licenses, permits, and authorizations necessary for the lawful conduct of its business in Arizona.

☐ All such licenses, permits, and authorizations are valid, in full force and effect, and not subject to any pending revocation, suspension, or modification.

☐ The Company is in compliance in all material respects with all applicable Arizona statutes, regulations, and orders.

Section 5. Employment Compliance

☐ The Company is in compliance in all material respects with Arizona labor and employment laws, including the Arizona Employment Protection Act (A.R.S. 23-1501) and workers' compensation requirements (A.R.S. Title 23, Chapter 6).

☐ The Company is in compliance with the Legal Arizona Workers Act (A.R.S. 23-211 et seq.) regarding E-Verify requirements.

Section 6. Environmental Compliance

☐ The Company is in compliance in all material respects with all applicable Arizona and federal environmental laws, including the Arizona Environmental Quality Act (A.R.S. Title 49).

☐ There are no pending or, to the knowledge of the Company, threatened environmental claims with respect to the Company or its properties in Arizona.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of [__/__/____].

[________________________________]
(Name of Company)

By: ____________________________________
Name: [________________________________]
Title: [________________________________]

PART VI: BRING-DOWN QUALIFICATION STANDARDS

6.1 The Three Common Standards

Standard A: "True and Correct in All Respects"

• Buyer-favorable. Even minor inaccuracies cause the condition to fail.
• Typically used only for fundamental representations.

Standard B: "True and Correct in All Material Respects"

• Balanced. Most common standard for general representations.

Standard C: "MAE-Qualified"

• Seller-favorable. Only inaccuracies rising to a Material Adverse Effect prevent closing.

6.2 Double-Materiality Scrub

☐ Read through materiality qualifiers (more buyer-favorable)
☐ Preserve materiality qualifiers (more seller-favorable)

6.3 Common MAE Carve-Outs

☐ Changes in general economic or political conditions
☐ Changes affecting the Company's industry generally
☐ Changes in applicable law or GAAP
☐ Changes resulting from announcement or pendency of the transactions
☐ Changes resulting from actions taken at Buyer's request or with Buyer's consent
☐ Acts of war, terrorism, natural disasters, or pandemics
☐ Changes in the trading price or volume of the Company's securities
☐ Failure to meet projections or forecasts

6.4 Tiered Bring-Down Structure

PART VII: PRACTICE NOTES — ARIZONA-SPECIFIC

7.1 Arizona-Specific Considerations

• Arizona Corporation Commission. The Arizona Corporation Commission (not the Secretary of State) is the filing authority for Arizona corporations and LLCs. This is a frequent source of confusion for out-of-state practitioners.
• Arizona Business Center Portal. The Arizona Corporation Commission launched the new Arizona Business Center portal on January 12, 2026, replacing the former eCorp system. All online filings and certificate requests should now be processed through this updated platform.
• Conclusive Evidence Standard. Under A.R.S. 10-128, a certificate of good standing issued by the Commission is conclusive evidence of the matters stated therein. This is a strong statutory protection for reliance on good standing certificates.
• Transaction Privilege Tax (TPT). Arizona's TPT system is unique and applies to the privilege of doing business, not to end consumers. Confirm TPT compliance for businesses with Arizona revenue.
• Legal Arizona Workers Act. Arizona has aggressive employer verification requirements under the Legal Arizona Workers Act (A.R.S. 23-211 et seq.), including mandatory E-Verify use. Confirm employment compliance in acquisition diligence.
• Water Rights. Arizona transactions may involve complex water rights issues. Ensure compliance certificates address water rights and Arizona Department of Water Resources permits where applicable.

7.2 Timing Considerations

• Online Certificate. Available immediately as a PDF upon payment ($45).
• Mail Certificate. Approximately 2 weeks processing time ($10).
• Pre-Closing Review. Begin preparation at least 5 to 10 business days before the anticipated closing date.

7.3 Bring-Down Certificate Preparation Checklist — Arizona

☐ Obtain fully executed Agreement and all amendments
☐ Identify the applicable bring-down standard
☐ Review all representations against current facts
☐ Prepare updated disclosure schedules if needed
☐ Confirm officer authorization via board resolutions
☐ Prepare secretary's certificate with incumbency, resolutions, and organizational documents
☐ Order Certificate of Good Standing from Arizona Corporation Commission (online: $45; mail: $10)
☐ Verify annual reports are filed and current with the Commission
☐ Verify statutory agent is current (A.R.S. 10-501)
☐ Confirm Arizona Department of Revenue tax compliance
☐ Obtain TPT license verification if applicable
☐ Obtain foreign qualification good standing certificates for other states
☐ Circulate drafts to opposing counsel
☐ Obtain final approval from certifying officer
☐ Execute and deliver at closing

SOURCES AND REFERENCES

• Arizona Revised Statutes, Title 10 — Corporations and Associations
• A.R.S. 10-128 — Certificate of Good Standing
• A.R.S. 10-841 — Required Officers
• A.R.S. 10-842 — Standards of Conduct for Officers
• A.R.S. 10-501 — Statutory Agent requirements
• A.R.S. 10-1622 — Certificate of Good Standing (Foreign Corporations)
• Arizona Corporation Commission — Corporations Division: https://www.azcc.gov
• Arizona Corporation Commission Business Services FAQs: https://www.azcc.gov/faqs/BusinessServicesFAQs
• Arizona Business Center Portal: https://www.azcc.gov (launched January 12, 2026)

This template is provided by ezel.ai for informational purposes only and does not constitute legal advice. Consult a qualified attorney licensed in Arizona before using this template.