Foreign Limited Liability Partnership Qualification in Arizona

An LLP created under another jurisdiction's law is a foreign limited liability partnership in Arizona. Article 10 of the state's partnership chapter, in Title 29, covers LLPs, and A.R.S. 29-1106 calls for a statement of foreign qualification to be on file ahead of any Arizona business.

The filing office is the Secretary of State, not the Corporation Commission. The office's forms directory labels the filing FLLP. Home law stays in charge of how the partners deal with each other and what they owe on partnership debts, and Arizona cannot turn down the statement because its own rules differ. The statement also does not let the partnership do anything an Arizona LLP could not do (29-1105).

Section 29-1108(A) names activities that fall outside transacting business:

• Defending, maintaining or settling an action or proceeding
• Partner meetings and other internal affairs
• Bank accounts
• Offices for transferring the partnership's own securities
• Selling through independent contractors
• Taking orders that become contracts only after acceptance somewhere other than Arizona
• Lending, borrowing, or holding mortgages and other security interests
• Collecting debts, enforcing security interests, and holding or maintaining property acquired that way
• Interstate commerce
• One deal completed in thirty days or less, outside any pattern of similar deals

Property is treated differently here

Many statutes put ownership on the exempt side. Arizona's LLP article does the reverse. Subsection (B) says the ownership in Arizona of property that produces income, whether real or tangible personal, counts as transacting business, except for property the list above excludes. A partnership that leases out a building in Arizona has to treat that as doing business, even if it does nothing else here.

Subsection (C) adds a caveat: the list says nothing about whether other Arizona laws can still reach the partnership for service, tax or regulation. When your facts sit near the line, an Arizona attorney can say which side you are on.

The filing is the Statement of Foreign Qualification of a Foreign Limited Liability Partnership, the Secretary of State's form under 29-1106. No form number is printed on it. The fee is built from parts: $3 to file the statement, $10 for the authority to transact business, and $3 per page. Expedited handling adds $25. No statute fee list covers LLPs, so those figures come from the form and the forms directory.

Mail an original and a copy with a self-addressed stamped envelope to the Business Services office in Phoenix, or hand-deliver at the counter in Phoenix or Tucson, where cards are accepted. The listed processing time is two to three weeks. An email address is required on the form.

What the statement contains

• The partnership's name and the place where it was formed
• The formation date
• The address of its office in the home jurisdiction
• The Arizona address of its office, if it keeps one
• The statutory agent's name and Arizona street address
• An optional delayed effective date
• Signatures of general partners, given under penalty of perjury

A foreign LLP does not have to supply home-state proof of existence in Arizona. The statute lists what the statement says, and the form follows that list. It asks for the name, the place and date of formation, office addresses and the agent. Home-state proof is not on it.

So there is no document to request from the home filing office and no certificate age to watch. The partners sign the statement themselves and affirm the facts in it. The form does leave blank spaces for an optional authorizing agency and registration number, which you can fill in from your home record if you have them.

The name

The name must carry the phrase limited liability partnership, with or without the word registered in front, or a short form like RLLP, LLP, R.L.L.P. or L.L.P. It cannot include association, corporation or incorporated, or an abbreviation of them, and it has to be distinguishable from other entities on the state's records.

The agent

Under 29-1104, a foreign LLP must designate and continuously maintain a statutory agent in Arizona. The agent has one job: pass along any process, notice or demand that arrives.

• Who. An Arizona-resident individual, a domestic corporation or domestic LLC, or a company formed elsewhere that holds authority to do business here. A company may serve.
• Where. Arizona street addresses only; the form refuses PO boxes and c/o addresses.
• Changes. A new agent requires an amendment to the statement. A notice of change must be executed promptly when the agent dies, resigns or stops qualifying.

Where no agent is kept, or the agent is nowhere to be found, the Secretary of State fills the role. Neither the statute nor the form sets business hours.

The annual report

Unlike a foreign limited partnership, a foreign LLP has an annual report due at the Secretary of State. Section 29-1103 sets the window as January 1 through April 30, starting the year after the partnership becomes authorized. Contents: the partnership name, where it was formed, its office address, and the agent's name and street address. The forms directory lists $3 for a report received by April 30 and $28 for one received after May 1. The statute lets the Secretary of State assess a late penalty.

Amendments and revocation

File an amendment within sixty days after a name change, a change in the chief executive office address, or the discovery that a statement was false or inaccurate. The directory lists the amendment fee as $10 plus $3 per page. The Secretary of State may revoke a qualification for a missed annual report, an unpaid fee or a nonconforming statement, but only after at least sixty days' written notice, and revocation does not happen if the problem is fixed before the date given. Reinstatement can be requested within two years.

Taxes and licensing are separate from this filing.

Canceling

To leave, file a Certificate of Cancellation, which costs $10 plus $3 per page. Afterward the Secretary of State remains the agent for claims that arose while the LLP was authorized.

Sections 29-1107 and 29-1109 are short.

• Courts. Until the statement is on file, an LLP transacting business in Arizona cannot maintain an action or proceeding.
• Process. Transacting business without it appoints the Secretary of State as the partnership's agent for claims arising from the Arizona business.
• Injunction. The Attorney General may bring suit to stop the partnership from operating in violation of the article.

No fine, late fee or back fee appears anywhere in the foreign LLP article. Contracts and acts stay valid, a defense to any suit remains open, and the partners keep their personal liability limits. Doing business unqualified does not waive them by itself.

An LLP can buy Mainstay Filing's agent service, since the qualifying checkout covers only LLCs and corporations run for profit. Price: $149 yearly, flat, unchanged at renewal. The agent's Arizona address belongs in your statement and then appears in the public record. A lawsuit or other papers served on the partnership get scanned into your account that same business day for nothing, and three government letters a year are scanned at no cost.

An LLP that already has another agent can ask Mainstay Filing to file the change, and the state's amendment fee is passed along at cost. The partners, or their attorney, file the statement with the state themselves. Since a company may serve in Arizona, no local individual is required. Mainstay Filing is not a law firm. Use the Arizona registered agent page to begin.