Yes. The same person can be both the only member and the only manager.
The records of the Arizona Corporation Commission will reflect only members or managers – no “managing member” can be listed. If the LLC is set up with a Manager Structure (it is manager-managed), then it will have one or more managers, and those managers may also be members, but the A.C.C. does not recognize a title of “managing member.” If the LLC has a Member Structure (it is member-managed), then the A.C.C. will recognize only members, but not a “managing member.”
Members of an LLC are its owners, much like shareholders of a corporation own the corporation. Managers of LLCs are like the board of directors or the officers of a corporation. If a manager is also a member, then the manager may have an ownership interest in the LLC. If the manager is just a manager and is not also a member, then the manager has no ownership interest in the LLC.
If the LLC is member-managed, then the members as a group run the day-to-day operations of the LLC, subject to any operating agreement. Member-managed LLCs where each member has a vote function very similarly to partnerships.
If the LLC is manager-managed, the manager or managers run the day-to-day operations of the LLC instead of the members, subject to any operating agreement. Manager-managed LLCs function more like corporations, where the board of directors and the officers make decisions and the shareholders don’t really participate in day-to-day operations.
When you create an LLC, you must choose how the LLC will conduct its daily affairs by choosing whether it will be manager-managed or member-managed. This is called its “management structure.” If the LLC will be run by one or more managers and not by its members, then you must check the “vested in managers” box, and you must list the name and address of the manager, and you must list the name and address of all members who own 20% or more of the LLC, and then check the appropriate box under the manager and member names. If one or more members will make business decisions for the LLC and there are no managers, then you must check the “reserved to members” box and you must list the names and addresses of all members of the LLC, no matter what percentage they own.
Please note that A.C.C. staff cannot tell you what type of management structure to choose because the answer involves legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants and cannot give legal or tax advice to the public. We recommend you consult with appropriate professionals, such as a lawyer and an accountant, for advice on your particular needs.
This refers to how the LLC is organized, or its management structure (see the immediately preceding question and answer). If the LLC is manager-managed, only managers may sign documents submitted to the A.C.C. Please note that A.C.C. staff cannot tell you whether or not you should form a manager-managed LLC because the answer involves legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants and cannot give legal or tax advice to the public. We recommend you consult with appropriate professionals, such as a lawyer and an accountant, for advice on your particular needs.
This refers to how the LLC is organized, or its management structure (see the “management structure” question above). If the LLC is member-managed, only members may sign documents submitted to the A.C.C. Please note that A.C.C. staff cannot tell you whether or not you should form a member-managed LLC, because the answer involves legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants and cannot give legal or tax advice to the public. We recommend you consult with appropriate professionals, such as a lawyer and an accountant, for advice on your particular needs.
An operating agreement is an agreement that governs relations among the members and the managers and between the members and managers and the limited liability company. The operating agreement may be written, which is recommended, or it may be oral (verbal). It may contain any provision that is not contrary to law and that relates to the business of the limited liability company, the conduct of its affairs, its rights, duties or powers and the rights, duties or powers of its members, managers, officers, employees or agents. For a full description, click to read the statute, A.R.S. §29-682.
No. Operating agreements are not required by law to be filed, and will not be accepted for filing. Do not send your operating agreement to the A.C.C., because it will not be returned to you.
The address of the LLC is known as the Principal Address. To change your Principal Address, you simply need to go to your eCorp account and click the link that says, Online Services. From there, find the option that says, Change Address or Statutory Agent. Continue to follow the prompts and instructions to submit your filing for a Principal Address change. It's as easy as that! If you are looking to make further changes beyond your Principal Address, you may need to file Articles of Amendment. Articles of Amendment, which can also be found by logging into your eCorp account, are used to make changes beyond the Principal Address or Statutory Agent.
If you are removing and/or adding members or managers, or if you are changing the name of any existing member or manager, you must do this by way of an amendment to the articles of organization. Use the FILE feature to access the Articles of Amendment form.
If you are only changing the address of existing members or managers, then you may use a Statement of Change of Manager or Member Addresses form, which you can access using the FILE feature.
Amendments are made by submitting Articles of Amendment to the Arizona Corporation Commission. Although you can submit a paper filing of your Articles of Amendment, as a faster and more convenient option, you may file your Articles of Amendment online by logging into your eCorp account. In your eCorp account, click the link that says, Online Services. Next, click on Change People or Amend Articles to find the online filing for Articles of Amendment.
An Arizona LLC can become an LLC of some other state by submitting a Statement of Domestication to the A.C.C. Use the FILE feature to access the form. Read the accompanying Instructions to the Statement of Domestication for more information. You should consult with an attorney so that you can receive appropriate legal advice for your particular needs. The A.C.C. cannot advise you about domestication or any other legal issue.
LLCs are not required to report any bankruptcy to the Arizona Corporation Commission.
A company's initial Articles of Organization must be signed by at least one person acting as an organizer. An organizer may be, but does not have to be, a manager or member of the company.
All other documents submitted on behalf of an LLC must be signed by a person who is authorized to sign. A person that signs a document as an authorized agent or legal representative affirms as a fact that they are authorized to sign the document.
See the FAQ Statutory Agent section for details about statutory agents.
A Certificate of Good Standing may be obtained online using the SERVICE feature, for a fee of $45 ($10 fee plus $35 expedite fee). In the alternative, you may submit a paper Records Request form by mail or in person at 1300 W. Washington St., Phoenix, AZ 85007. Use the SERVICE feature to access the Records Request form.
See the Statement of Conversion and the accompanying instructions. Use the FILE feature to access the form. You should consult with an attorney so that you can receive appropriate legal advice for your particular needs. The A.C.C. cannot advise you about conversion or any other legal issue.
A foreign entity is a corporation or LLC that was formed or created in a state or country other than Arizona. Entities created under federal or Indian tribal law are also considered foreign entities. Use the FILE feature to access the form and instructions.
If a foreign entity wants to transact business or conduct affairs in Arizona, it must register with the Arizona Corporation Commission. The entity must determine for itself if its activities constitute the transaction of business – the A.C.C. does not make this determination because it involves a legal analysis of the entity’s business compared to the applicable statute, and the A.C.C. does not and cannot provide legal advice to the public.
Foreign corporations must submit to the A.C.C. an Application for Authority to Transact Business or Conduct Affairs. Additional documents must accompany the Application – read the Instructions to the Application for Authority to ensure that you attach all necessary documents. Use the FILE feature to access the form and instructions.
Foreign LLCs must submit to the A.C.C. a Foreign Registration Statement. Additional documents must accompany the Application – read the Instructions to the Application for Registration to ensure that you attach all necessary documents. Use the FILE feature to access the form and instructions.
If a foreign entity restates or amends its articles in the state or country of its incorporation or formation, then it must file with the A.C.C. a copy of the document evidencing that restatement or amendment within 60 days of the effective date of the restatement or amendment. For example, if a Texas corporation or LLC amends its articles in Texas, it must file a certified copy of that amendment with the A.C.C. within 60 days of the filing in Texas. As another example, if a Texas corporation or LLC is the surviving entity in a merger, and that merger amended the articles of the Texas corporation or LLC, then a certified copy of the merger must be filed with the A.C.C. within 60 days of the filing in Texas. See also the guide for foreign conversions.
Foreign corporations – please note that if any such amendment or merger is submitted more than 60 days after the date of filing in the foreign jurisdiction, a $100 penalty will be owed when the document is submitted to the A.C.C. This penalty does not apply to foreign LLCs.
This applies only to foreign corporations, not LLCs. A foreign corporation must apply for new authority to transact business in Arizona if it changes any of the following:
Access the A.C.C. form for Application for New Authority by using the FILE feature. Read the instructions to the Application for New Authority to make sure you attach any necessary documents. See also the guide for foreign conversions.
It does not amend the original application. Instead, there are circumstances where a foreign corporation might have to seek new authority. See the immediately preceding question and answer. Access the A.C.C. form and instructions using the FILE feature. See also the guide for foreign conversions.
By submitting to the A.C.C. Foreign Registration Amendment. Read the Instructions to the Articles of Amendment to make sure you attach any necessary documents. Access the A.C.C. form and instructions using the FILE feature. See also the guide for foreign conversions.
Yes, if either of the following is true:
The amendment can be made by submitting Foreign Registration Amendment. Read the Instructions to the Articles of Amendment to make sure you attach any necessary documents. Access the A.C.C. form and instructions using the FILE feature. See also the guide for foreign conversions.
No, LLCs are not required to file annual reports.
Pursuant to Arizona law, only Corporations are required to file annual reports, on or before their prescribed due date.
The due date is different for every corporation. To find your corporation’s due date, check your entity’s record on our eCorp Search page here by entering the entity name in the search box then clicking on “search.”
Yes. Submit an Annual Report Extension Request along with the fee for the annual report. Read the Instructions to the Annual Report Extension Request for more information. Access the A.C.C. form and instructions using the FILE feature.
Submit the annual report electronically by logging into ecorp.azcc.gov If you do not have any account, you will need to register for one. Once logged in, click on the Online Services tab, click on the Submit Corporation Annual Filing link, enter the Entity Name or Entity ID then click Search, once you locate your entity, click on the circle next to your entity’s name and click Next, click on File Annual Report or Annual Report Extension button.
The corporation is responsible for submitting the annual report on or before the due date. You may “sign up” to have reminders sent to you. To “sign up” for annual report reminders you must register at ecorp.azcc.gov. Once logged in, click on Entity Search, type in your entity name and hit “Search.” Click on the blue arrows in the “Follow” column. You are now following your entity. You will receive a reminder email to the email address associated with the entity (if there is one) and you will receive notification under “My Alerts” on your dashboard. The reminders will be sent at 90, 60, 30 and 1 day prior to the annual report due date.
For a for-profit corporation, penalties in the amount of $9.00 per month begin to accrue when the deadline is missed. The amount and timing of the penalties are set by statute. Nonprofit corporations are not assessed penalties.
If the annual report is not received by the assigned due date, the corporation will be sent a delinquency notice and its status will change to Pending Inactive. Approximately 60 days following the first delinquency notice, if the annual report is still not received, the corporation will be sent another notice, entitled, Notice of Pending Administrative Dissolution/Revocation. Approximately 60 days after that, if the annual report is still not received, the entity will be administratively dissolved, pursuant to law.
The annual report, payment of the annual report, and any delinquency fees can be submitted at any time before the date on which the corporation is administratively dissolved. After the corporation is administratively dissolved, reinstatement (in addition to the annual report, fee and penalties) will be required (see the next paragraph).
A corporation that has been administratively dissolved may not conduct any business except that which is necessary to wind up its affairs. An administratively dissolved corporation may, however, apply for reinstatement for a period of six years from the date of administrative dissolution, at a cost of $100.
Benefit corporations must file an Annual Benefit Report once each year, in addition to the Annual Report required by A.R.S. § 10-1622. The Annual Benefit Report is required for benefit corporations pursuant to A.R.S. §§ 10-2441 and 10-2442. The A.C.C. does not offer a form for the Annual Benefit Report. You should review the statutes to determine the requirements for the content of the Annual Benefit Report. The fee to file an Annual Benefit Report with the A.C.C. is $10.
In July 2022, the Arizona Corporation Commission was awarded grant funding through the National Historical Publications and Records Commission (“NHPRC”). With the funding, assistance, and support of the NHPRC, the Arizona Corporation Commission has begun digitizing its massive collection of microfiche records, which is estimated to contain around 9 million images.
The Arizona Corporation Commission’s microfiche collection contains records from the approximate years of 1900 – 1980. In fact, the collection contains records that predate the statehood of Arizona.
Once the microfiche digitization project is fully completed, consumers will be able to access these digital microfiche images through the eCorp portal. Consumers will simply need to search for the business name they are interested in, and if that business contains digitized microfiche records, they can be accessed under the business’ document history tab.
Consumers will no longer need to pay a fee, submit a records request, or spend time waiting for their microfiche records. Digitized images will be available free of charge through the ACC’s online eCorp portal. The ACC thanks the NHPRC for making this possible.
Most documents filed with the A.C.C. are already publicly available on the eCorp website. However, if you need to obtain a certified copy or a record that is preserved on microfilm or microfiche, you may submit a Records Request Form.
Completed Records Requests forms may be delivered in person, via fax (602-542-3414), or via mail to the following address:
Arizona Corporation Commission - Records Section
1300 W. Washington St.
Phoenix, AZ 85007
Copies of records are charged at fifty cents per page. Many times staff cannot determine the number of pages until the work order is completed. We require payment up front, and if staff cannot determine the number of pages before the work order is completed, then they may request payment by a check with an amount “not to exceed” a certain dollar amount. This type of check is commonly used by this agency, and has never presented a problem for our customers or their banks.
Unfortunately, we have had issues with customers who request documents but then refuse to pay for them after the work order is completed. The only way to prevent this situation is for us to request that everyone pay up front.
Complete a Records Request form and deliver it to the Corporations Division Records Section by mail or in person at 1300 W. Washington St., Phoenix, AZ 85007. Be sure and attach a copy of the stock certificate. Please note that staff can only tell you whether we have documents on file for that entity – staff cannot tell you whether or not the stock certificate has any value.
A Certificate of Good Standing can be requested online through our eCorp system. Once logged in, simply navigate to the Online Services link and select Service Requests. Once there, you will find the option to request a Certificate of Good Standing. If you choose to process your request via "expedited" processing time, you will receive the Certificate of Good Standing immediately through your eCorp dashboard. If you choose to process your request via "regular" processing time, you will receive the Certificate of Good Standing within 15 business days, on average.
As an alternative, you can fax or mail your request and payment for a Certificate of Good Standing. Please find our Records Request Form here.
Please note, pursuant to law, the A.C.C. is only authorized to accept Service of Process on behalf of Corporations who have failed to appoint or maintain a statutory agent. The A.C.C. is not authorized to accept Service of Process on behalf of LLCs or PLLCs.
To serve a Corporation through the A.C.C., you must deliver to the Corporations Division Records Section, by mail or in person, the following:
The Records Section is located at 1300 W. Washington St., Phoenix, AZ, 85007.
Pursuant to its statutory obligation, the A.C.C. will mail a copy of the documents being served to the entity via regular U.S. Mail, and a Certificate of Mailing will be prepared by staff. The A.C.C. Certificate of Mailing, along with the other copy of the documents being served, is sent for microfilming into the entity's record. An uncertified (plain) or certified copy of the A.C.C. Certificate may be obtained by paying the applicable copying/certification fees as listed on the Records Request Form. IMPORTANT: By receiving service, the A.C.C does not represent or guarantee that the service is legally valid. The legal validity of service of process in connection with a lawsuit or for legal purposes is determined by the court, not by the A.C.C.
The A.C.C. accepts deposits of monies to be used for paying filing fees of documents submitted to the A.C.C. The monies are deposited into money-on-deposit (“MOD”) accounts in the name of the holder of the account. Fees are deducted when documents are filed and the cover sheet instructs that the MOD account be charged. Each account has a monthly statement issued showing the monthly transactions.
Anyone can establish a MOD account, although typically it is only done by persons who frequently file documents with this agency. There is no minimum balance. If the account does not have an adequate balance when documents are filed, those documents will be rejected for nonpayment of filing fees. It is up to the MOD account holder to determine whether adequate funds exist in the account – the A.C.C. does not monitor accounts for that purpose and no notices will be sent.
To establish a MOD account, complete a MOD Account Application using the SERVICE feature.
It is the computer application that provides public access, through our website via the internet, to corporation and limited liability company records on file with the Corporations Division of the Arizona Corporation Commission. The database includes names of partnerships and trade names that are on file with the Secretary of State’s office, because our system is linked with the Secretary of State’s system only for purposes of checking entity name availability. For detailed information about partnerships and trade names, go to the Secretary of State’s website, www.azsos.gov.
To check the public record of your corporation or LLC for accuracy, and to monitor it periodically, which is highly recommended. In addition, eCorp has information on officers, directors, members, managers, statutory agent, and annual report due date, and enables the online submission of annual reports. You can also electronically obtain a Certificate of Good Standing for your entity through eCorp. eCorp does not contain detailed information on partnerships or trade names; for that, go to the Secretary of State’s website, www.azsos.gov.
From the Agency Main web page, www.azcc.gov, click on “Corporate Records” and then click on Search. For detailed instructions, click on the question mark listed on the search page.
You can request an “ad-hoc” report. An ad-hoc report extracts information from the eCorp database using the criteria you request. Complete and submit a Database Extraction Request, which you can access using the SERVICE feature. The form lists the criteria or parameters you can select for your report. If you need more information on the available data fields, contact ITSupport@azcc.gov. We can only supply information from the Arizona Corporation Commission database, which does not include information on trade names, trademarks, or partnerships. For that information, contact the Arizona Secretary of State’s office, www.azsos.gov, 602-542-4285.
The Database Extraction Request form lists the criteria or parameters you can select for your report. You can access that form using the SERVICE page. If you need more information on the available data fields, contact ITSupport@azcc.gov. We can only supply information from the Arizona Corporation Commission database, which does not include information on trade names, trademarks, or partnerships. For that information, contact the Arizona Secretary of State’s office, www.azsos.gov, 602-542-4285. Please note that the database does not contain phone numbers of entities or entity financial information, so that information is not available on an ad-hoc report.
Complete and submit a Database Extraction Request with payment. You can access the form from the SERVICE page.
The only acceptable payment method is by check, money order, or MOD account. Checks or money orders must be made payable to "Arizona Corporation Commission," with all words spelled out and no abbreviations. Checks must be completely and properly filled out, including the amount sections. Please note that we will not accept checks that do not have an imprinted or preprinted name and address of the account holder on the check, and an imprinted or preprinted check number. Handwritten or stamped names, addresses, or check numbers will not be accepted. For example, we will not accept temporary checks, such as those from a new account. We do not accept checks drawn on non-U.S. banks even if the funds are payable in U.S. dollars.
We do not recommend electronic mailing of ad-hoc reports that consist of a copy of the entire database. Based on our past experience, some email systems have limitations on receiving large files, and you might never receive your report. We can email smaller ad-hoc reports, for example, a report of only new entities formed within the last six months.
While you are viewing a specific business entity record, scroll down to the Scanned Documents section. You may click on any of the blue buttons in the Document Number column to bring up an image of the actual scanned document.
Please understand that image files are very large. Therefore, it could take up to several minutes for the image to load, depending on the speed of your internet connection.
While viewing the document image, there will be buttons at the top of the page to zoom in or rotate the image on your screen, and a “Close” button which will return you to the Corporate Inquiry page.
If you wish to download an image, right-click on the page you wish to save and choose Save Image As or Save Picture As (depending upon which browser you use). Your browser may ask what you wish to do with the file. The files are JPEG images, compatible with most image viewers and software. You should choose to save the file, at which point you will be asked where you wish to save the file and what you wish to call the file. We cannot tell you for certain how to answer these questions. The answers depend on what kind of computer you have, what you intend to do with the image, and how long you wish to keep it. However, as an example, if you are using a Windows PC, you could save it in your c:\temp directory, and give it a name which corresponds to the entity name. For example, if the entity name is "ABC Corporation", the file name you give it could be "ABCCorp.jpg". Once you have saved the file, you can open the image at any time using the imaging application which comes with Windows. Simply go to "Start", then "Programs", then "Accessories", and choose "Imaging". In the Imaging window, choose "File" and "Open" and enter the name under which you saved the file.
Again, this is all for illustrative purposes only, and provided here for the benefit of more casual computer users.
Most corporations are required to file an annual report once each year. The Next Annual Report Due date for a corporation is available on the Corporate Inquiry page on this website.
If you have not received your Annual Report form, or if you need a fresh copy, or if you need to file reports for previous years.
Once you have printed the form(s), fill it out and return it to the Commission as you normally would, along with the payment for filing fees and any penalties due for each report. Please follow the checklist of instructions which is included as page one of the report. In addition, you should refer to the Annual Reports FAQ section for more important information regarding annual reports.
* Make sure each report prints out the corporation file number, corporation name and due date. These fields must be preprinted and are not allowed to be altered.
In order to view many of the forms on this website, including the Certificate of Good Standing and Annual Report forms, you must have Adobe Acrobat installed and properly configured on your computer.
If you do not have Adobe Acrobat installed, you will most likely receive a blank white screen or a dialog box about saving a file to your computer. You can download and install the Adobe Acrobat Reader software from Adobe Systems' web site.
One of the more common configuration problems we have seen is when Adobe in not configured to view PDF files in the browser. If this is the case, you may see one or more of the following:
To correct this setting, open the Adobe Acrobat Reader. Choose Edit and then Preferences, and then click on Internet under "Categories". Click on the box next to "Display PDF in Browser" so that a check mark appears there. Then click on "OK" and close the Adobe Acrobat Reader window.
For any other problems related to Adobe, please contact your IT staff, your Internet Service Provider (ISP), or Adobe Acrobat Technical Support.