Foreign Qualification Application
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APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS IN ARIZONA

(Foreign Corporation)

[// GUIDANCE: This template is drafted for a for-profit stock corporation.
For nonprofit or non-stock entities, adjust statutory references (e.g., A.R.S. § 10-11503) and share disclosures accordingly.]


TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Statutory Information & Operative Provisions
IV. Representations & Warranties
V. Covenants & Ongoing Obligations
VI. Withdrawal Procedures
VII. General Provisions
VIII. Execution Block
IX. Filing Checklist & Practice Notes


I. DOCUMENT HEADER

APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS IN ARIZONA
pursuant to A.R.S. § 10-1503

  1. Effective Date: [EFFECTIVE DATE]
    [// GUIDANCE: Insert the date the Arizona Corporation Commission (“ACC”) approves the filing, unless a delayed effective date (≤ 90 days) is desired under A.R.S. § 10-123.]

  2. Foreign Corporation: [EXACT LEGAL NAME], a corporation organized under the laws of [HOME JURISDICTION] (the “Corporation”).

  3. Filing Jurisdiction: State of Arizona (Arizona Corporation Commission).


II. DEFINITIONS

For purposes of this Application, the following capitalized terms have the meanings set forth below:

“ACC” means the Arizona Corporation Commission.
“Application” means this Application for Authority to Transact Business in Arizona.
“Corporation” has the meaning set forth in the Document Header.
“Home Jurisdiction” means the state or foreign country under whose laws the Corporation is incorporated.
“Known Place of Business” has the meaning given in A.R.S. § 10-501 and refers to the physical or mailing address in Arizona where the Corporation’s principal Arizona-based business records are maintained.
“Statutory Agent” means the individual or entity appointed pursuant to A.R.S. § 10-501 to receive service of process on behalf of the Corporation in Arizona.


III. STATUTORY INFORMATION & OPERATIVE PROVISIONS

The Corporation hereby submits the following information as required by A.R.S. § 10-1503:

  1. Corporate Name
    a. Exact Name in Home Jurisdiction: [EXACT LEGAL NAME]
    b. Name To Be Used in Arizona (if different and after clearance with ACC): [ASSUMED NAME]
    [// GUIDANCE: If the exact name is unavailable in Arizona or does not satisfy A.R.S. § 10-1506, insert a distinguishable name and attach a Resolution adopting the assumed name.]

  2. Jurisdiction & Date of Incorporation
    a. State/Country of Incorporation: [HOME JURISDICTION]
    b. Date of Incorporation: [MM/DD/YYYY]
    c. Period of Duration: [PERPETUAL / SPECIFIED TERM]

  3. Principal Office Address in Home Jurisdiction
    [STREET ADDRESS, CITY, STATE/COUNTRY, ZIP/POSTAL CODE]

  4. Known Place of Business in Arizona
    [ARIZONA STREET ADDRESS, CITY, AZ ZIP]
    [// GUIDANCE: May be identical to Statutory Agent’s street address.]

  5. Statutory Agent in Arizona
    a. Name: [STATUTORY AGENT NAME]
    b. Physical Address (No P.O. Boxes): [STREET, CITY, AZ ZIP]
    c. Mailing Address (if different): [MAILING ADDRESS]

  6. Authorized Shares
    a. Total Authorized Shares: [#]
    b. Classes/Series & Par Value:
    [CLASS A COMMON, # OF SHARES, PAR VALUE]
    [CLASS B PREFERRED, # OF SHARES, PAR VALUE]
    [// GUIDANCE: Mirror Home Jurisdiction charter. Attach separate schedule if multiple classes/series.]

  7. Officers & Directors
    Attach Schedule 1 listing the full legal name, business address, and corporate title of each current director and officer.
    [// GUIDANCE: The ACC does not statutorily require this list, but providing it expedites processing and aligns with best practices.]

  8. Purpose
    The Corporation is authorized to transact any and all lawful business for which corporations may be incorporated in its Home Jurisdiction and is qualified to conduct such business in Arizona, subject to any necessary licensing or regulatory approvals.

  9. Certificate of Existence
    A Certificate of Existence (or Good Standing) issued by the filing office of the Home Jurisdiction, dated not more than sixty (60) days prior to delivery of this Application, is attached hereto as Exhibit A.


IV. REPRESENTATIONS & WARRANTIES

The Corporation represents and warrants to the ACC and the State of Arizona that:

  1. Valid Existence. The Corporation is a validly existing corporation in good standing under the laws of its Home Jurisdiction as evidenced by Exhibit A.
  2. Corporate Power & Authority. The Corporation has the requisite corporate power and authority to execute and deliver this Application and to transact business in the State of Arizona.
  3. Compliance. The information set forth herein is true, correct, and complete as of the Effective Date.
  4. No Conflict. The filing of this Application and the transaction of business in Arizona will not violate the Corporation’s articles of incorporation, bylaws, or any applicable law of the Home Jurisdiction.

Survival. The representations and warranties herein shall survive the Effective Date for so long as the Corporation remains authorized to transact business in Arizona.


V. COVENANTS & ONGOING OBLIGATIONS

The Corporation covenants as follows:

  1. Annual Reports & Fees. The Corporation will file timely annual reports and pay all associated fees to the ACC pursuant to A.R.S. § 10-1622.
  2. Statutory Agent. The Corporation will continuously maintain a Statutory Agent in Arizona and will promptly file a Statement of Change upon any change in agent or address (A.R.S. § 10-501).
  3. Amendments. The Corporation will file an amended Application within thirty (30) days of any change in its corporate name, stated purpose, or authorized shares, or as otherwise required by A.R.S. § 10-1508.
  4. Taxes & Licensing. The Corporation will comply with all Arizona tax registration requirements and obtain all regulatory licenses applicable to its business activities.
  5. Publication (If Applicable). If at any time Arizona law imposes a newspaper publication requirement on foreign corporations, the Corporation will publish the prescribed notice within the statutory time period and file an Affidavit of Publication with the ACC.

VI. WITHDRAWAL PROCEDURES

  1. Voluntary Withdrawal. The Corporation may voluntarily withdraw its authority to transact business in Arizona by filing an Application for Withdrawal pursuant to A.R.S. § 10-1520 and by paying all required fees.
  2. Conditions Precedent. Prior to filing for withdrawal, the Corporation shall:
    a. File all delinquent annual reports and fees;
    b. Pay all outstanding penalties, taxes, and assessments; and
    c. Resolve any pending administrative dissolution or revocation proceedings.
  3. Post-Withdrawal Service of Process. After withdrawal, the Corporation consents that service of process may be made upon the ACC as provided in A.R.S. § 10-1520(E).

VII. GENERAL PROVISIONS

  1. Amendments & Corrections. Any amendment or correction to this Application must be filed with the ACC on the prescribed form and will be effective upon approval unless a delayed effective date is specified.
  2. Governing Law. This Application and the Corporation’s activities in Arizona are governed by Title 10 of the Arizona Revised Statutes and, to the extent not inconsistent therewith, the laws of the Home Jurisdiction.
  3. Severability. If any provision of this Application is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  4. Electronic Signatures. Pursuant to A.R.S. § 44-7001 et seq., signatures transmitted electronically or digitally shall have the same legal effect as original signatures.

VIII. EXECUTION BLOCK

Under penalties of perjury, the undersigned declares that he or she is authorized to sign this Application on behalf of the Corporation and that the information contained herein is true and correct.

Name of Corporation [EXACT LEGAL NAME]
Signature ___________
Name [SIGNATORY NAME]
Title [AUTHORIZED OFFICER TITLE]
Date [MM/DD/YYYY]

[// GUIDANCE: Arizona requires the signature of an authorized officer. Notarization is not required for filing with the ACC, but consider obtaining an internal corporate acknowledgement for recordkeeping.]


IX. FILING CHECKLIST & PRACTICE NOTES

  1. Completed Application signed by an authorized officer.
  2. Certificate of Existence/Good Standing (≤ 60 days old) from Home Jurisdiction (Exhibit A).
  3. $150 filing fee payable to “Arizona Corporation Commission” (add $35 for expedited processing).
  4. Optional cover letter listing contact person, phone, and email for ACC correspondence.
  5. If using an assumed name, include a board resolution adopting such name and, if desired, a Trade Name Registration with the Arizona Secretary of State.
  6. Keep a conformed copy with filing receipt in corporate records.
  7. Calendar annual report due date (anniversary month of incorporation).
  8. Monitor legislative changes to Title 10 and ACC rules; adjust compliance protocols accordingly.

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