Out-of-State LLC Registration in Arizona (L025)

The Arizona statute behind the filing, A.R.S. § 29-3903(C), asks you to include two items from home. The first is a certified copy of your organizational documents on file in the state where you formed, including any amendments. The second is proof that the company existed in that state within sixty days before the application is delivered. The Commission's instructions spell this out as a certificate of existence or good standing, or a similar document, dated not more than 60 days before it reaches Arizona.

Both come from your home state's filing office, which is usually its Secretary of State, and both have to be on hand when the registration is filed. Home states charge their own fees for them, and those vary. Since the certificate has a 60-day shelf life, order it close to the time you file rather than months ahead.

Section 29-3902(A) says a foreign LLC may not do business in Arizona until it registers, and the Commission is blunt that it will not tell you whether you are doing business. Its instructions say the Commission makes no determinations about which activities count, and that it is up to the LLC to decide whether registration is needed.

The statute gives you eleven activities that do not count (§ 29-3905(A)): maintaining, defending, mediating, arbitrating or settling a proceeding; internal affairs such as member or manager meetings; keeping accounts in financial institutions; maintaining offices for transferring securities; selling through independent contractors; soliciting orders that need acceptance outside Arizona; creating or acquiring debt, mortgages or security interests; collecting debts and holding or maintaining the related property; one isolated transaction not part of a series of similar ones; owning property without more; and interstate commerce. Being only a member or manager of an Arizona entity is not doing business either.

Unlike some states, Arizona's isolated-transaction exception has no 30-day cap. Section 29-3905(C) adds a caution: the list does not decide whether your activities can expose you to Arizona service of process, taxation or regulation. So passing the registration test does not mean Arizona ignores you for other purposes.

Arizona's filing is the Foreign Registration Statement, Form L025, delivered to the Commission's Corporations Division. The state fee is $150, and Arizona describes all fees as nonrefundable. Online filing goes through the Arizona Business Center, which replaced the older eCorp system in January 2026, and the Commission strongly encourages filing there. Card payments through the portal carry a managed service fee of 2.2% per transaction, with a $2 minimum. Paper filings can be mailed, faxed (regular or expedite service only) or taken in person with a cover sheet, and cards cannot be used for a mailed filing.

Our checkout adds a $35 expedited-processing line for filings in Arizona, so the total today is $387.30. That is $199 for our work, the $153.30 state fee and the expedite line. We do not give a processing time; the Commission posts its own each Monday.

The statement asks for the name and, if needed, a different one for Arizona, the home state, formation date, a statement of the company's purpose, the principal office, the home-state office or agent, the Arizona statutory agent's name and street address, and whether the LLC is manager-managed or member-managed. Every manager is listed with an address, along with every member holding 20% or more, on the manager or member structure attachment (L040 or L041); the filing is rejected without it. Everything filed with the Commission is public record, and addresses are viewable online. No notary is needed, and Arizona does not require publication of a foreign registration.

An Arizona-registered name needs one of the phrases "limited liability company" or "limited company", or the abbreviations LLC, L.L.C., LC or L.C. It must be distinguishable from names already on the records of the Commission or the Secretary of State, and it cannot include "association," "corporation" or "incorporated" (§ 29-3112). Words that suggest banking or trust business are restricted too.

A name that fails any test cannot be registered as is (§ 29-3906). You adopt an alternate name for use in Arizona only, and the form calls it a fictitious name. It needs a resolution of the company adopting the name, attached to the filing, and a missing resolution gets the document rejected. A name reservation is $10 and lasts 120 days with no renewal, and a foreign name registration (L047) is also $10 but does not grant authority to do business.

Arizona's term is statutory agent, and § 29-3115 says a registered foreign LLC must designate and maintain one. The agent must have a place of business or residence in Arizona and can be a resident individual, a domestic corporation or LLC, or a foreign corporation or LLC authorized to transact business in the state. An individual agent must be 18 or older and live in Arizona, and the instructions describe a permanent, full-time resident. An LLC cannot be its own agent. The street address must be in Arizona, and the agent's mailing address, which may be a PO box, must be too.

The agent has to accept the appointment. On paper, that means Form M002 filed with the application. Online, the filer supplies the agent's email address, and if the agent does not accept within three days (72 hours), the filing is rejected automatically. If no acceptance is in the system when the application is examined, the application is rejected. The Commission sends its official notices to the statutory agent's address.

Arizona's foreign LLC article contains no late fee, no back fee and no civil penalty. The consequences are these. A foreign LLC doing business in Arizona may not maintain an action or proceeding in the state until it is registered (§ 29-3902(B)). The Attorney General can sue to enjoin the company from doing business in violation of the article (§ 29-3912). That is all the article provides.

The same section says that skipping registration does not impair the validity of a contract or act, and does not prevent the company from defending a suit. It also says members' and managers' liability limits are not waived solely because the company did business without registering. Still, an LLC that wants to enforce a contract in an Arizona court will find the door closed until it files.

Arizona does not require annual reports from LLCs. The Commission's FAQ says only corporations file them. There is nothing recurring to calendar with the Commission, though the Department of Revenue may require a transaction privilege tax application depending on what the company sells or does.

Changes still have to be reported. A statement of change for the agent or principal address is $5 (Form L020), and an amendment to the registration when other information changes is $25 (Form L017). A change made at home, such as an amendment or merger, has to be filed with the Commission within 60 days. The Commission can terminate a registration for an unpaid fee, no statutory agent, no principal address for 60 consecutive days, or a failure to report changes within 60 days. The termination notice has to give at least 60 days to cure.

To leave Arizona, file the Statement of Withdrawal, Form L026, for $10. It states that the LLC is no longer doing business in the state and revokes the agent's authority. No tax clearance is asked for.

We prepare Form L025 from the details you give at checkout and file it with the Commission. Your Arizona statutory agent costs nothing for twelve months and then $149 a year. When a summons or other legal paper is served, it is scanned and uploaded to you that business day at no charge. You still gather the two home-state documents, because they come from your home state's filing office.

Today's payment covers the registration and the first agent year. Tax filings, and the privilege tax application if you need one, are separate. We file; we are not a law firm. For a corporation, the Arizona filing is the Application for Authority. In our checkout a corporation pays the same state fee and the same total as an LLC, which is $387.30.