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National Document Filing & Retrieval, Inc.
2601 North 3rd Street
Suite 202
Phoenix, AZ 85004
www.natldoc.com
Phone: (602) 274-5578
Toll Free: (800) 829-5578
Fax: (800) 837-5573
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Secretary of State
Status Search
Forms
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| Fax File: |
UCC: Yes with an account.
Corporate: No |
| E File: |
UCC: No
Corporate: Yes. Annual reports only. |
| Expedited Services: |
UCC: Yes. $25 to be filed and indexed within 24-48 hours.
Corporate: Yes. $35 fee. |
| Name Reservations: |
Yes (120 days) |
| Preclearance: |
No |
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| Apostilles and Authentications (Arizona) |
| Contact Information (Arizona) |
| Domestic Corporate Dissolution Summary (Arizona) |
| Domestic Corporation Summary (Arizona) |
| Foreign Qualification Summary (Arizona) |
| LLC Formation Summary (Arizona) |
| UCC Filings (Arizona) |
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Apostilles and Authentications (Arizona)
The Arizona Secretary of State (AZ SOS) provides apostilles and authentications for $3.00 per document.
Expedited Service: No expedited service are available.
Turnaround time: Typically 24 hours.
If a document is to be sent to a country that is not a member of the Hague Convention, further authentication may be required by the consulate or embassador to that country.
NOTE: The AZ SOS certifies only those documents that are notarized by an Arizona notary public in good standing.
General Information
About Authentication and Apostilles
Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.
If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.
In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.
It the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the AZ SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.
Posted by: dannunciata
Updated: June 30, 2008
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Contact Information (Arizona)
Contact Information is available at the SOS web site.
Posted by: dannunciata
Updated: June 30, 2008
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Domestic Corporate Dissolution Summary (Arizona)
Pursuant to ARS § 10-1401 et seq., to successfully dissolve an Arizona corporation, Articles of Dissolution are filed with the Arizona Corporations Commission (ACC)
Tax Clearance Required: The ACC must receive a notice from the Arizona Department of Revenue (AZ DOR) to the effect that the tax levied under Title 42, chapter 5, article 1 against the corporation has been paid or until it is notified by the AZ DOR that the applicant is not subject to the tax and further has received from the AZ DOR its certificate issued pursuant to § 43-1151.
The tax clearance certificate is requested in writing by a corporate officer unless a power of attorney is presented. The corporate identification number, employer identification number, and sales tax license number or the type of business which exempts you from sales tax is required on the letter.
Consents:
Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.
After Stock Issuance: Resolution of the board of directors and consent of all voting shareholders; or approval of a majority of the shareholders entitled to vote at a meeting.
Execution and Filing: Executed by any officer. An original and one copy is filed with the ACC after notice (see below) has been published. Expedited service is available.
Publication. A dissolution is not complete until the ACC has received an affidavit evidencing that a copy of the Articles of Dissolution has been published in a newspaper of general circulation in the county of the known place of business in Arizona for three (3) consecutive publications.
Filing Fee: $25.00. Add $35.00 for expedited service. Payable to the Arizona Corporation Commission.
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: dannunciata
Updated: July 25, 2008
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Domestic Corporation Summary (Arizona)
Pursuant to Arizona Corporations and Associations (ARS § 10-120 et seq.) a corporation incorporating in Arizona files Articles of Incorporation together with a Certificate of Disclosure and a Corporations Division Submission Cover Sheet with the Arizona Corporations Commission (ACC).
General Instructions are provided by ACC.
Corporate Name: The name must contain the word "association", "corporation", "company", "incorporated" or abbreviations thereof.
Maximum Stock for Minimum Filing Fee: None.
No. of Directors: The corporation may have one director.
Paid in Capital: There is no minimum amount of paid in capital required to commence business.
Purpose: Specific business purpose is required.
Preemptive Rights: Denied unless specifically granted.
Cumulative Voting: Granted by statutes.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Arizona.
Filing: An original and one (1) copy of Articles of Incorporation are submitted to the ACC together with one (1) executed copy of the consent of Statutory Agent and an original and one (1) copy of the initial Certificate of Disclosure dated within 30 days of the delivery of the articles.
Publication. Within 60 days after filing the Articles of Incorporation a notice must be published in a newspaper of general circulation in the county of the known place of business in Arizona for three (3) consecutive publications. Within 90 days after filing an affidavit evidencing such publication must be submitted to the ACC.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: dannunciata
Updated: July 23, 2008
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Foreign Qualification Summary (Arizona)
Pursuant to the Arizona Revised Statutes (ARS § 10 Chapter 15 et seq.), a foreign corporation may not transact business in Arizona until it files an Application for Authority, a Certificate of Disclosure and a Corporations Division Submission Cover Sheet with the Arizona Corporations Commission (ACC).
General Instructions are provided by ACC.
Name of Corporation: Name must contain the word "association", "corporation", "company", "incorporated" or abbreviations thereof.
Assumed Name: If a foreign corporations name is unavailable, it is able to use a fictitious name if it files a board resolution adopting the fictitious name together with the Application of Certificate of Authority. The corporation is indexed under its fictitious name. If the true corporate name becomes available, an amendment may be filed allowing the corporation to use its true name in Arizona commerce.
Good Standing Certificate: An original certificate of good standing AND a certified copy of the incorporation documents on file issued from its domestic state, dated no more than 60 days earlier, must be attached to the Application of Authority.
Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the ACC together with one (1) executed copy of the consent of Statutory Agent and an original and a Certificate of Disclosure dated within 30 days of the delivery of the application.
Filing Fee: $175 plus $35 if expedited service is required.
Publication: Within 60 days after filing the Application of Authority a notice must be published in a newspaper of general circulation in the county of the known place of business in Arizona for three (3) consecutive publications.
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: dannunciata
Updated: November 10, 2008
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LLC Formation Summary (Arizona)
Pursuant to the Arizona Limited Liability Company Act (ARS 29-601 et seq.), a limited liability company forming in Arizona files Articles of Organization with the Arizona Corporations Commission (ACC).
LLC Name: The LLC name must contain "limited liability company" or "limited company" or "L.L.C." "L.C." "LLC" or "LC" in uppercase or lowercase letters.
No. of Members: The LLC may have 1 member.
Execution and Filing: Signed by "organizer(s)" or members and acknowledgement by the resident agent.
Filing Fee: $50.00. Expedited service is available for an additional $35.00. Checks payable to Arizona Corporation Commission.
Publication. Within 60 days after filing the Articles of Organization a notice must be published in a newspaper of general circulation in the county of the known place of business in Arizona for three (3) consecutive publications. Within 90 days after filing an affidavit evidencing such publication must be submitted to the ACC.
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: dannunciata
Updated: March 03, 2012
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UCC Filings (Arizona)
UCCs are filed in Arizona with the Arizona Secretary of State (AZ SOS).
Online filing is not yet available.
AZ uses standard national UCC forms.
AZ UCC FAQs.
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: dannunciata
Updated: June 30, 2008
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