Arizona Foreign Registration / Doing business?
Is my foreign LLC doing business in Arizona?
Form L025, at $150, is the price of operating legally in Arizona for a foreign LLC, and the statute excuses 11 activities from the requirement. Everything outside that list is a question of fact. The Commission will not answer it for you.
The rule in plain terms
A.R.S. 29-3902 makes registration with the Commission a precondition for a foreign LLC to operate here and to bring any case in an Arizona forum (A.R.S. 29-3902(A)). The statute does not define doing business directly. It instead lists what is not doing business, which works as a safe harbor. An LLC whose Arizona activity fits entirely inside the list does not need to register. One that does anything more may.
The eleven activities that do not count
The statute (A.R.S. 29-3905(A)) lists these, shown here by subject.
- Lawsuits. Bringing or defending a case, or resolving one by mediation, arbitration or settlement.
- Money. Holding bank accounts, and taking on debt or taking mortgages and other security.
- Collection. Collecting what is owed, enforcing a mortgage or other security, and looking after the collateral while doing so.
- Housekeeping. Gatherings of members or managers and the company's other internal business.
- Securities. Transfer agents or registrars for the LLC's own securities, and trustees or depositories holding them.
- Selling. Reaching customers through contractors who are not employees, and taking orders that Arizona buyers place but a head office elsewhere must approve.
- One-offs. A single deal that is not one of a run of similar deals.
- Ownership. Merely owning property.
- Interstate commerce. Engaging in interstate commerce.
Unlike the corporation statute, the LLC list sets no number of days for an isolated transaction.
Members and managers are not the LLC
Simply holding a membership or a manager's role in a foreign LLC that operates here does not turn an individual into someone doing business, and the same goes for the designating company of a foreign series (A.R.S. 29-3905(B)). An owner living in Arizona who runs the company from home is a different matter: that owner's activity may be the LLC's activity. The statute draws the first line only.
The list does not decide everything
The statute also says the list is no guide to which contacts bring a foreign LLC within Arizona's rules on service of process, taxes or regulation elsewhere in the code (A.R.S. 29-3905(C)). So even an LLC that sits inside the list for registration purposes may still meet Arizona's tax or licensing rules. Those fall outside the registration statement and outside what we file.
How the exclusions apply to common cases
A single employee works from home in Arizona. Must the company register?
The list does not mention employees. Having staff perform the LLC's regular work in the state goes beyond the listed exclusions.
Our products go to Arizona buyers from a warehouse elsewhere. Is registration needed?
Soliciting orders that must be accepted outside Arizona before they become contracts is on the list, as is interstate commerce. Sales from outside the state with acceptance elsewhere fit those items. A warehouse, an office or staff in Arizona would change the analysis.
Our LLC owns a rental house in Arizona. Do we have to register?
Owning property without more is on the list. Renting it, repairing it and collecting rent look like more than ownership.
We keep a bank account in Arizona. Do we have to register?
No. Maintaining accounts in financial institutions is on the list.
We hold our annual member meeting in Phoenix. Do we have to register?
No. Meetings of members or managers are internal affairs and appear on the list.
We use independent contractors to sell in Arizona. Do we have to register?
Selling through independent contractors is on the list. Contractors who work like employees, or an office run by the LLC, would change that.
We are doing a one-time project in Arizona. Do we have to register?
An isolated transaction that is not part of similar transactions is on the list. The statute gives no length of time, so a long or repeated project may fall outside it.
We lent money secured by Arizona property and took it back. Do we have to register?
Creating debt, holding security interests, enforcing them and holding or maintaining the property are all listed. Running a business on the property afterwards is not.
Corporations have a separate list
A foreign corporation is governed by A.R.S. 10-1501, which lists 12 activities and says outright that its list is not exhaustive (A.R.S. 10-1501(C)). A deal wrapped up inside 30 days counts as isolated only if it is not one of a series of similar deals (A.R.S. 10-1501(B)(10)). It also treats being a limited partner or an LLC member as not transacting business. A corporation that crosses the line faces back fees and a penalty (see the penalties page).
What the Commission will and will not tell you
The Commission's instructions say its staff does not decide whether an LLC's activities fall under the exclusions, because that means applying the statute to the company's particular facts (). Whether your own activities count depends on your facts; an Arizona business lawyer can tell you. Once you decide to register, we prepare and file the packet.
If you decide to register
Then the work is the packet. The packet guide lists each document, and the Form L025 page walks through the statement. If your LLC has already been working in Arizona, register without waiting for a perfect answer. For an LLC the statute sets no dollar penalty, but the court bar applies until registration is approved.
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
$199
+ $150 Commission fee
Start my Arizona registrationCheckout 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
- Arizona Corporation Commission LLC fee schedule
- Arizona Form L025 instructions (Foreign Registration Statement)
- Arizona Corporation Commission, LLC forms
- Arizona Form C018 instructions (Application for Authority)
- Arizona Corporation Commission, corporation forms
- Arizona Corporation Commission corporation fee schedule
- Arizona Corporation Commission, business services FAQs
- A.R.S. 29-3903, foreign registration statement
- A.R.S. 29-3905, activities not constituting doing business
- A.R.S. 29-3902, registration to do business
- A.R.S. 10-1501, authority to transact business required (foreign corporation)
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.