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Arizona Foreign Registration Order

Arizona Foreign Registration / Penalties

What an unregistered foreign LLC risks in Arizona

Under A.R.S. 29-3902, an Arizona foreign LLC that does business without registering cannot maintain a lawsuit in the state, but its contracts remain valid, it can still defend a case and its members and managers keep their liability protection. The LLC statute names no dollar penalty. A foreign corporation does face one: the fees it would have paid, plus a penalty of up to $1,000.

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What the LLC statute says

A.R.S. 29-3902 contains four consequences. A foreign LLC doing business here cannot maintain an action or proceeding unless it is registered (A.R.S. 29-3902(B)). Skipping registration leaves its contracts and acts valid and does not stop it from defending (A.R.S. 29-3902(C)). A member's or manager's liability shield survives the fact that the company operated here unregistered (A.R.S. 29-3902(D)). And the governing-law section still applies to a company that never registered (A.R.S. 29-3901(A)). That is the full list. The statute sets no fine, no per-day charge and no back-fee provision for LLCs.

The practical cost: you cannot sue

The bar on maintaining an action matters when you need a court. A company that wants to collect from an Arizona customer, enforce a contract or sue a former contractor in state court has to register first. Registration is quick to start but not to finish, since the packet and the Commission's review take time. If a dispute is brewing, file before it reaches court and think about a speed tier.

Contracts and liability stay intact

Nothing in the LLC statute lets a customer walk away from a deal because the seller was unregistered, and nothing strips members and managers of the protection their home law gives them. Those two rules explain why Arizona's approach to LLCs is access-focused. The state does not threaten the company's existence or its owners' assets. It simply keeps the courthouse door closed to the company as a plaintiff until it registers.

Corporations face a harsher rule

A foreign corporation that transacts business without authority cannot maintain a proceeding in any Arizona court (A.R.S. 10-1502(A)), and neither can its successor or the assignee of a claim from that business (A.R.S. 10-1502(B)). It is liable for the fees that would have applied had it been authorized and filed every report all along, with the penalties for failing to pay them, and a further penalty of up to $1,000 (A.R.S. 10-1502(D)). The attorney general can sue to recover those amounts. The validity of its acts and its right to defend are unaffected (A.R.S. 10-1502(E)).

The attorney general or any other person can also ask a court to enjoin the corporation from operating without authority. If the corporation then obtains authority, the case is dismissed, but the plaintiff recovers costs and reasonable attorney fees (A.R.S. 10-1502(F)). A court may stay a corporation's own lawsuit while it decides whether authority was needed (A.R.S. 10-1502(C)). And a court ruling that the corporation should have qualified is prima facie evidence against it in other suits (A.R.S. 10-1502(F)).

Losing a registration you already have

Registered companies face a different risk: termination. The Commission may terminate a registration on any of these grounds (A.R.S. 29-3910(A)). They include an unpaid fee or penalty that is more than 60 days late, no statutory agent on record, no principal address for 60 straight days, a missed report of an agent or address change, a missed amendment and an unanswered interrogatory. The Commission files or notes the notice and delivers a copy to the agent. The effective date is at least 60 days after delivery, so the company has time to cure (A.R.S. 29-3910(B)).

If every ground is cured before the effective date, the Commission files a record saying so and the registration continues. If not, authority to do business ceases on that date, and getting back requires an application for reinstatement at $100.

LLC and corporation consequences compared

ConsequenceForeign LLCForeign corporation
Can it sue in Arizona courts?No, until registeredNo, until authorized
Are its contracts valid?YesYes
Can it defend a case?YesYes
Back fees owed?Not in the statuteYes, all fees it would have paid, with penalties
Extra penalty?None namedUp to $1,000
Injunction?Not in the LLC statuteYes, by the attorney general or any other person

Getting right with Arizona

  1. Decide whether the exclusions cover you

    If not, register.

  2. Assemble the packet

    A certificate under 60 days old and certified organizing documents lead the list.

  3. File with a tier that suits the situation

    $150 plus a tier fee if a dispute is near.

  4. For a corporation, add back fees

    Ask a lawyer how to compute them and whether to expect the penalty.

Penalty questions

Is there a fine for an unregistered LLC?

No fine is stated in the statute. The consequence is the bar on suing.

Are my members personally liable if we never registered?

Not solely because of that. The statute says the liability limit is not waived by doing business unregistered.

Can I register after a dispute starts?

You can, and registering is what lifts the bar on maintaining a case. How it affects a case already filed depends on that case.

Does a corporation always pay the full penalty?

The statute says up to $1,000, so the amount is not fixed.

Does registering fix back fees for a corporation?

It does not erase them. The statute makes the corporation liable for the fees from the years it operated without authority.

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Our price and the Commission fee

Arizona registration order

  • Form L025 for an LLC or Form C018 for a corporation, completed and signed
  • The home-state certificate and certified organizational documents, ordered for you
  • The statutory agent acceptance and the structure attachment
  • An Arizona statutory agent, from us or already yours
  • Filing with the Commission at the speed tier you choose
  • Renewal: after the first year, the agent service renews at $149 a year
Arizona

$199

+ $150 Commission fee

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Checkout shows our price, the Commission fee and any speed tier as separate lines. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Where these facts come from

  1. Arizona Corporation Commission LLC fee schedule
  2. Arizona Form L025 instructions (Foreign Registration Statement)
  3. Arizona Corporation Commission, LLC forms
  4. Arizona Form C018 instructions (Application for Authority)
  5. Arizona Corporation Commission, corporation forms
  6. Arizona Corporation Commission corporation fee schedule
  7. Arizona Corporation Commission, business services FAQs
  8. A.R.S. 29-3903, foreign registration statement
  9. A.R.S. 29-3902, registration to do business
  10. A.R.S. 29-3901, governing law of a foreign LLC
  11. A.R.S. 10-1502, consequences of transacting business without authority
  12. A.R.S. 29-3910, termination of registration

Opening an Arizona branch of an out-of-state company?

Order online and we assemble the packet, file with the Commission and follow it to approval.

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