Arizona Foreign LLC Foreign Registration Statement Filing Package

Arizona Foreign LLC Foreign Registration Statement Filing Package

Part 1 — Overview and Statutory Framework

A foreign limited liability company must register with the Arizona Corporation Commission (ACC) before transacting business in Arizona. Registration is accomplished by filing a Foreign Registration Statement (Form L025) under A.R.S. § 29-3903.

Key Arizona-Specific Points (notably unique):

• No annual report requirement for LLCs in Arizona. Unlike most states, AZ LLCs (domestic or foreign) are not required to file periodic reports or pay annual fees. This is a substantial competitive advantage but does not relieve the LLC of tax-filing obligations.
• Filing form: Form L025 — Foreign Registration Statement (with companion Form M002 Statutory Agent Acceptance and, if applicable, Form L040/L041 Member/Manager attachment).
• Filing fee: $150.00 standard; $185.00 expedited ($35 expedited surcharge).
• No newspaper publication requirement for foreign LLCs. Arizona's newspaper-publication requirement (A.R.S. § 29-3201(G)) applies only to the Articles of Organization of a domestic LLC. A foreign LLC that registers under §§ 29-3901 to 29-3912 is not required to publish a notice of its registration — the ACC's own foreign-LLC guidance confirms foreign LLCs do not publish.
• Statutory agent (not "registered agent") — Arizona's terminology under A.R.S. § 29-3115.
• Certificate of Good Standing/Existence from home jurisdiction must be dated within 60 days before submission (A.R.S. § 29-3903(C)).
• Failure to register: the Attorney General may bring an action to enjoin the foreign LLC from doing business in Arizona (A.R.S. § 29-3912), and an unregistered foreign LLC may not maintain an action or proceeding in Arizona courts until it registers (A.R.S. § 29-3902(B)). Arizona's foreign-LLC article prescribes no fixed civil-penalty dollar amount for failure to register.

Part 2 — Pre-Filing Checklist

☐ Confirm the LLC is "doing business" in Arizona within the meaning of A.R.S. § 29-3905 (activities not constituting doing business).

☐ Obtain a Certificate of Good Standing / Existence from home jurisdiction dated within 60 days of submission.

☐ Conduct an Arizona business entity name search on eCorp (ecorp.azcc.gov) to confirm name availability.

☐ Confirm the LLC's true name complies with A.R.S. § 29-3112 (must contain "Limited Liability Company," "Limited Company," "L.L.C.," "LLC," "L.C.," or "LC").

☐ If the true name is unavailable or non-compliant, prepare an alternate (fictitious) name to be used in Arizona (under A.R.S. § 29-3906). Adopt the alternate name by resolution of an authorized person.

☐ Identify an Arizona statutory agent with a physical Arizona street address (no P.O. boxes).

☐ Obtain signed Form M002 — Statutory Agent Acceptance.

☐ Note: a foreign LLC registration does not trigger Arizona's newspaper-publication requirement — that requirement applies only to domestic LLC formation under § 29-3201(G).

☐ Gather LLC formation data: legal name, jurisdiction of formation, date of formation, period of duration, principal office address, AZ place of business address, and business character/purpose.

☐ Identify management structure (member-managed or manager-managed) and prepare Member/Manager Attachment (Form L040 for managers, L041 for members) listing all individuals with 20% or more ownership interest plus all managers (if manager-managed) or all members (if member-managed).

☐ Determine if the LLC is a Professional LLC (PLLC) — if so, identify professional services to be rendered and any required regulatory-board approval.

☐ For series LLCs, identify the designating series information.

☐ Prepare payment ($150 regular / $185 expedited) — check or money order to "Arizona Corporation Commission" or pay online by credit card.

Part 3 — Foreign Registration Statement (Form L025)

STATE OF ARIZONA
ARIZONA CORPORATION COMMISSION
CORPORATIONS DIVISION

FOREIGN REGISTRATION STATEMENT
(Form L025 — A.R.S. § 29-3903)

Item 1 — Entity Type

☐ Foreign Limited Liability Company ☐ Foreign Professional Limited Liability Company (PLLC) ☐ Foreign Series LLC

Item 2 — Entity Name (in Home Jurisdiction)

True legal name (must include LLC indicator unless adopting fictitious name):

[________________________________________________]

Item 3 — Name to Be Used in Arizona

☐ Same as true name in Item 2
☐ Alternate (fictitious) name (because true name is unavailable or non-compliant) — A.R.S. § 29-3906:

[________________________________________________]

If fictitious name, attach resolution of authorized person adopting the fictitious name.

Item 4 — Professional Services (PLLC only)

If a PLLC, list each professional service:

[________________________________________________]

Required regulatory-board approval: ☐ Attached ☐ N/A

Item 5 — Home Jurisdiction

State / Country of formation: [________________________________]

Date of formation: [__/__/____]

Period of duration: ☐ Perpetual ☐ Specific date: [__/__/____]

Item 6 — Business Character / Purpose

General character of business to be conducted in Arizona:

[________________________________________________]

[________________________________________________]

Item 7 — Arizona Statutory Agent

Name: [________________________________________________]

Type: ☐ Individual ☐ Domestic/foreign entity authorized to transact business in AZ

Physical Arizona street address (no P.O. boxes):

[________________________________________________]

City: [________________________] County: [________________________] State: AZ ZIP: [_________]

Statutory agent's mailing address (if different; P.O. box permitted):

[________________________________________________]

Statutory Agent Acceptance (Form M002) attached: ☐ Yes

Item 8 — Business Mailing Address (Principal Address)

[________________________________________________]

City: [________________________] State: [____] ZIP: [_________]

(Mailing address; need not be in Arizona; may be a P.O. box.)

Item 9 — Business Physical Address

If the LLC's home jurisdiction required a physical street address on its formation documents, list that address. Otherwise, list the home-state statutory/registered agent's address.

[________________________________________________]

City: [________________________] State: [____] ZIP: [_________]

Item 10 — Designating Foreign Company (Series LLCs Only)

Name of designating foreign company: [________________________________________________]

Home jurisdiction: [________________________________] Date of formation: [__/__/____]

Item 11 — Management Structure

☐ Member-Managed ☐ Manager-Managed

Item 12 — Member / Manager Information

For manager-managed LLCs: attach Form L040 listing all managers AND all members owning 20% or more.

For member-managed LLCs: attach Form L041 listing all members.

Item 13 — Signature

The person executing this Foreign Registration Statement certifies under penalty of perjury under A.R.S. § 29-3205 that the statements contained herein are true.

Signature: [________________________________________________]

Printed name: [________________________________________________]

☐ Signing as an individual ☐ Signing on behalf of an entity

If signing on behalf of an entity — entity name: [________________________________]

Date: [__/__/____]

Part 4 — Required Attachments

☐ Form M002 — Statutory Agent Acceptance (signed by statutory agent)

☐ Form L040 (Manager Structure Attachment) or Form L041 (Member Structure Attachment) as applicable

☐ Certificate of Good Standing / Existence from home jurisdiction (dated within 60 days)

☐ Resolution adopting alternate (fictitious) name (if applicable)

☐ Cover Sheet identifying the filing (if filing by mail)

☐ Filing fee ($150 regular / $185 expedited)

Part 5 — Fee Schedule (2026)

Part 6 — No Publication Requirement for Foreign LLCs

A foreign LLC registering in Arizona is NOT required to publish a newspaper notice of its registration.

Arizona's newspaper-publication requirement is set by A.R.S. § 29-3201(G), which by its terms applies only to the Articles of Organization of a domestic LLC (the notice must be published within 60 days after the Commission files the articles of organization). The foreign-LLC article (A.R.S. §§ 29-3901 to 29-3912) contains no publication provision, and the Arizona Corporation Commission's own foreign-LLC guidance confirms that a foreign LLC does not publish.

Note: Some general "Arizona LLC publication" summaries conflate domestic formation with foreign registration. They do not apply to a foreign LLC's Foreign Registration Statement. Do not pay for or arrange newspaper publication solely on account of registering a foreign LLC. (Publication may still be independently required for other reasons, such as a domestic Arizona LLC the same owners later form.)

Part 7 — Filing Submission Methods

Processing time: Regular 14–20 business days; Expedited 5–7 business days.

Part 8 — Post-Qualification Compliance Checklist

☐ No newspaper publication is required for the foreign registration itself (see Part 6).

☐ Arizona Joint Tax Application (Form JT-1) with the Arizona Department of Revenue — required for Transaction Privilege Tax (TPT, AZ's sales-tax equivalent), withholding, and use tax.

☐ TPT License — required if the LLC will engage in retail, contracting, leasing, or other taxable activities.

☐ Local TPT Licensing — many AZ cities (Phoenix, Tucson, Mesa, Scottsdale, etc.) require separate municipal TPT licenses in addition to state.

☐ Industry-specific licensing — Arizona Department of Insurance, Registrar of Contractors (ROC) for contractor LLCs, Department of Real Estate, etc.

☐ Arizona Department of Economic Security (DES) — register for unemployment insurance if hiring AZ employees.

☐ Industrial Commission of Arizona — workers' compensation coverage required for any AZ employees (private market available).

☐ Maintain statutory agent continuously; file Statement of Change of Statutory Agent ($5) for any change.

☐ Amend the Foreign Registration Statement whenever any information required by § 29-3903 changes — e.g., home-jurisdiction name change, change of jurisdiction, or management change — under A.R.S. § 29-3904 (Form L017). The statute sets no fixed filing deadline for the amendment itself; however, the ACC directs the foreign LLC to provide copies of any home-jurisdiction articles amendment or restatement within 60 days of its effective date. Changes to the statutory agent, principal address, or a manager/member address are handled by a Statement of Change under § 29-3116, not an amendment. Amendment fee: $25 regular / $60 expedited. (Failure to make a required amendment can lead to administrative termination under § 29-3910.)

☐ NO Annual Report — but the LLC must still file federal/AZ income tax returns (Form 165 for partnership treatment; Form 120S if elected S-corp; etc.).

☐ Maintain books and records sufficient to satisfy A.R.S. § 29-3410.

Part 9 — Name Distinguishability and Fictitious Name

Under A.R.S. § 29-3112 and § 29-3906, the LLC's name in Arizona must:

☐ Contain "Limited Liability Company," "Limited Company," "L.L.C.," "LLC," "L.C.," or "LC."

☐ Be distinguishable in the records of the ACC from any other entity name, reserved name, or registered trade name.

☐ Not contain words restricted by other Arizona statutes (e.g., "bank," "trust," "deposit," or "engineering") without regulatory consent.

If the true name is unavailable or non-compliant, the foreign LLC must adopt an alternate (fictitious) name under § 29-3906:

The alternate name is recorded on the Foreign Registration Statement (no separate filing) and must be used in all Arizona transactions.

Part 10 — Withdrawal / Cancellation Procedure

A foreign LLC that ceases to do business in Arizona files a Statement of Withdrawal of Registration (Form L026) under A.R.S. § 29-3911. (A foreign LLC that has dissolved and wound up or otherwise ceased to exist instead files a statement of withdrawal on dissolution under § 29-3908.)

Pre-Withdrawal Checklist

☐ File final Arizona income tax return (Form 165 or 120S).

☐ Close TPT license with the Arizona Department of Revenue.

☐ Close unemployment-insurance and workers' compensation accounts.

☐ Settle local TPT and other municipal accounts.

☐ Notify Arizona contract counterparties of cancellation.

☐ Maintain statutory agent through effective date of cancellation.

Statement of Foreign Registration Cancellation

STATE OF ARIZONA
ARIZONA CORPORATION COMMISSION

STATEMENT OF WITHDRAWAL OF REGISTRATION
(Foreign Limited Liability Company — A.R.S. § 29-3911)

1. Name of foreign LLC: [________________________________________________]

2. ACC entity number: [________________________]

3. Jurisdiction of formation: [________________________________]

4. Date of Arizona Foreign Registration Statement: [__/__/____]

5. The LLC cancels its registration to transact business in Arizona, effective: ☐ Upon filing ☐ Future date: [__/__/____]

6. The LLC revokes the authority of its statutory agent in Arizona, effective on the date of cancellation, and appoints the Arizona Corporation Commission as agent for service of process in any action arising from business transacted in Arizona prior to cancellation.

7. Address to which the ACC shall mail process:

[________________________________________________]

8. Signature of authorized person:

Signature: [________________________________________________]

Printed name: [________________________________________________]

Title: [________________________________________________]

Date: [__/__/____]

Withdrawal Fees

Part 11 — Activities Not Constituting Transacting Business

Under A.R.S. § 29-3905, the following activities, by themselves, do not require foreign registration:

☐ Maintaining, defending, or settling actions or proceedings

☐ Carrying on activities concerning internal affairs (member/manager meetings)

☐ Maintaining bank accounts

☐ Maintaining offices for transfer/exchange/registration of the LLC's securities

☐ Selling through independent contractors

☐ Soliciting or obtaining orders, by mail or otherwise, that require acceptance outside Arizona before becoming contracts

☐ Creating or acquiring indebtedness, mortgages, and security interests in property

☐ Securing or collecting debts or enforcing mortgages and security interests

☐ Conducting an isolated transaction that is not in the course of similar transactions

☐ Transacting business in interstate commerce

☐ Owning, without more, real or personal property

Part 12 — 2024–2025 Reforms and Recent Developments

• Arizona Limited Liability Company Act (full effectiveness September 1, 2020): All existing LLCs (formed before the September 2019 effective date for new LLCs) became subject to the new RULLCA-based Act in 2020. Foreign LLCs registered under prior law continue under the new Act without re-filing.
• No-annual-report rule retained: Despite proposals in successive legislative sessions, Arizona LLCs (domestic and foreign) continue to have no annual report or annual fee obligation — a defining feature of Arizona's LLC regime.
• Foreign LLCs do not publish: The newspaper-publication requirement (§ 29-3201(G)) applies only to domestic Articles of Organization; a foreign LLC's registration carries no publication obligation. For domestic LLCs, the Maricopa/Pima-County exemption continues to operate via ACC online publication (§ 10-130).
• eCorp (ACC online filing) enhancements (2023–2024): Improved Foreign Registration Statement workflow, statutory-agent consent integration, and expedited processing tracking.
• TPT (Transaction Privilege Tax) thresholds: Continued nexus and economic-thresholds enforcement — out-of-state LLCs with $100,000+ Arizona gross receipts (or 200+ separate transactions) must register for TPT regardless of foreign-LLC registration status.
• Statutory Agent integrity: A.R.S. § 29-3115 requires the statutory agent to have a physical place of business in Arizona; the ACC has increased scrutiny of commercial-mail-receiving agencies serving as statutory-agent addresses.

Part 13 — Sources and References

• A.R.S. Title 29, Chapter 7 — Arizona Limited Liability Company Act
• A.R.S. §§ 29-3901 to 29-3912 — Foreign LLC provisions (Title 29, Chapter 7, Article 9)
• Arizona Corporation Commission, Corporations Division — https://azcc.gov/corporations
• eCorp (Online Filing Portal) — https://ecorp.azcc.gov
• Form L025 (Foreign Registration Statement) Instructions — https://azcc.gov/docs/default-source/corps-files/instructions/l025i-instructions-application-for-registration.pdf
• Arizona Department of Revenue (TPT/JT-1) — https://azdor.gov
• ACC Schedule of Fees — LLCs — https://azcc.gov/docs/default-source/corps-files/fee-schedules/fee-schedule-llcs.pdf

Disclaimer

This template is provided for informational purposes only and does not constitute legal advice. Statutory citations, fees, official forms, and procedures change. Verify current requirements with the Arizona Corporation Commission and consult an Arizona-licensed attorney before filing.