Foreign Limited Liability Companies

A.R.S. tit. 29, ch. 7, art. 9

in effect

A.R.S. § 29-3901 Governing law

29-3901. Governing law A. Subject to subsection D of this section, the law of the jurisdiction of formation of a foreign limited liability company governs both of the following: 1. The internal affairs of the company. 2. The liability of a member as a member and a manager as a manager for a debt, obligation or other liability of the company. B. A foreign limited liability company is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state. C. Registration of a foreign limited liability company to do business in this state does not authorize the foreign company to engage in any activities and affairs or exercise any power that a limited liability company may not engage in or exercise in this state. D. A foreign limited liability company, its members and managers and its foreign series, if any, have no greater rights and privileges than a domestic limited liability company and its members and managers with respect to transactions in this state and relationships with persons in this state that are not managers or members. A foreign series is liable for the debts, obligations or other liabilities of the designating foreign company and of any other foreign series of that designating foreign company, arising out of transactions in this state or relationships with persons in this state and a designating foreign company is liable for such debts, obligations or other liabilities of each foreign series of that designating foreign company.

A.R.S. § 29-3902 Registration to do business in this state

29-3902. Registration to do business in this state A. A foreign limited liability company or a foreign series may not do business in this state until the foreign limited liability company or foreign series registers with the commission under this article. B. A foreign limited liability company or a foreign series doing business in this state may not maintain an action or proceeding in this state unless the foreign limited liability company or foreign series is registered to do business in this state. C. The failure of a foreign limited liability company or a foreign series to register to do business in this state does not impair the validity of a contract or act of the foreign company or foreign series or preclude it from defending an action or proceeding in this state. D. A limitation on the liability of a member or manager of a foreign limited liability company or foreign series is not waived solely because the foreign company or foreign series does business in this state without registering to do business in this state. E. Section 29-3901 applies even if a foreign limited liability company or foreign series fails to register under this article.

A.R.S. § 29-3903 Foreign registration statement

29-3903. Foreign registration statement A. To register to do business in this state, a foreign limited liability company must deliver a foreign registration statement to the commission for filing. The statement must state all of the following: 1. The name of the foreign company and, if the name does not comply with section 29-3112, an alternate name adopted pursuant to section 29-3906, subsection A. 2. That the foreign company is a foreign limited liability company. 3. The jurisdiction of formation of the foreign company. 4. The principal address of the foreign company and, if the law of the jurisdiction of formation requires the foreign company to maintain an office in that jurisdiction, the address of the office or, if no office is required to be maintained, the name and the street address of the statutory agent in the jurisdiction of formation. 5. The name and street address of the statutory agent in this state. 6. Either of the following: (a) That management of the foreign company is vested in a manager or managers. (b) That management of the foreign company is reserved to the members. 7. The name and address of either of the following: (a) If management of the foreign company is vested in a manager or managers, each person that is a manager and each member that owns a twenty percent or greater interest in the capital or profits of the foreign company. (b) If management of the foreign company is reserved to the members, each person that is a member of the foreign company. B. To register to do business in this state, a foreign series must deliver a foreign registration statement to the commission for filing. The statement must state all of the following: 1. That the registrant is a foreign series. 2. All of the information required in subsection A of this section in connection with the foreign series. 3. All of the information required in subsection A, paragraphs 1, 2, 3, 6 and 7 of this section in connection with the designating foreign company of the foreign series. C. An application for a foreign registration statement that a foreign limited liability company or foreign series submits to the commission under this section shall include a certified copy of its organizational documents on file in its jurisdiction of formation and proof that the foreign company or foreign series existed in the state or country in which it organized within sixty days before delivering the application for filing with the commission.

A.R.S. § 29-3904 Amendment of foreign registration statement

29-3904. Amendment of foreign registration statement A registered foreign limited liability company or registered foreign series shall deliver to the commission for filing an amendment to its foreign registration statement if there is a change in any of the information required under section 29-3903, except that the filing of an amendment under this section is not required for a change in the registered foreign limited liability company's or registered foreign series' statutory agent, its principal address, the address of one or more of its managers or members or the address of its statutory agent if the company or series has filed a statement of change under section 29-3116 showing the change.

A.R.S. § 29-3905 Activities not constituting doing business

29-3905. Activities not constituting doing business A. Activities of a foreign limited liability company or foreign series that do not constitute doing business in this state under this article include any of the following: 1. Maintaining, defending, mediating, arbitrating or settling an action or proceeding. 2. Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers. 3. Maintaining accounts in financial institutions. 4. Maintaining offices or agencies for the transfer, exchange and registration of securities of the foreign company or foreign series or maintaining trustees or depositories with respect to those securities. 5. Selling through independent contractors. 6. Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts. 7. Creating or acquiring indebtedness, mortgages or security interests in property. 8. Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property. 9. Conducting an isolated transaction that is not in the course of similar transactions. 10. Owning, without more, property. 11. Doing business in interstate commerce. B. A person does not do business in this state solely by being a member or manager of a foreign limited liability company or foreign series or by being a designating foreign company of a foreign series that does business in this state. C. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company or foreign series to service of process, taxation or regulation under the laws of this state other than this chapter.

A.R.S. § 29-3906 Noncomplying name of foreign limited liability company

29-3906. Noncomplying name of foreign limited liability company A. A foreign limited liability company or foreign series whose name does not comply with section 29-3112 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 29-3112. After registering to do business in this state with an alternate name, a foreign company or foreign series shall do business in this state under any of the following: 1. The alternate name. 2. The foreign company's or foreign series' name, with the addition of its jurisdiction of formation. 3. A name the foreign company or foreign series is authorized to use under section 44-1460. B. If a registered foreign limited liability company or foreign series changes its name to one that does not comply with section 29-3112, it may not do business in this state until it complies with subsection A of this section by amending its registration to adopt an alternate name that complies with section 29-3112.

A.R.S. § 29-3907 [Reserved]

A.R.S. § 29-3908 Withdrawal on dissolution

29-3908. Withdrawal on dissolution A. A registered foreign limited liability company or registered foreign series that has dissolved and completed winding up or otherwise has ceased to exist shall deliver a statement of withdrawal to the commission for filing. The statement must state all of the following: 1. The name of the foreign company or foreign series. 2. The jurisdiction of formation of the foreign company or foreign series. 3. That the foreign company or foreign series surrenders its registration to do business in this state. 4. That the foreign company or foreign series has dissolved and completed winding up or otherwise has ceased to exist. B. After a withdrawal under this section has become effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to section 29-3119.

A.R.S. § 29-3909 [Reserved]

A.R.S. § 29-3910 Termination of registration

29-3910. Termination of registration A. The commission may terminate the registration of a registered foreign limited liability company or registered foreign series in the manner provided in subsections B and C of this section if the commission receives a duly authenticated certificate from the secretary of state or other official having custody of the company records in the state or country under whose law the foreign company or foreign series is organized stating that the foreign company or foreign series has ceased to exist, or if the foreign company or foreign series does not do any of the following: 1. Pay, not later than sixty days after the due date, any fee or penalty required to be paid to the commission. 2. Have a statutory agent as required by section 29-3115. 3. Have a principal address for at least sixty consecutive days. 4. Notify the commission within sixty days after its statutory agent or principal address has changed or within sixty days after its statutory agent has resigned. 5. Amend its foreign registration statement as required by section 29-3904. 6. Respond to interrogatories as prescribed in section 29-3212. B. The commission may terminate the registration of a registered foreign limited liability company or registered foreign series by both of the following: 1. Filing a notice of the termination or noting the termination in the records of the commission. 2. Delivering a copy of the notice or the information in the notation to the statutory agent of the foreign company or foreign series or, if the foreign company or foreign series does not have a statutory agent, to the principal address of the foreign company or foreign series. C. The notice must state or the information in the notation must include both of the following: 1. The effective date of the termination, which must be at least sixty days after the date the commission delivers the copy of the notice or the information in the notation. 2. The grounds for termination under subsection A of this section. D. The authority of a registered foreign limited liability company or registered foreign series to do business in this state ceases on the effective date of the notice of the termination or notation under subsection B of this section, unless before that date the foreign company or foreign series cures each ground for termination stated in the notice or notation. If the foreign company or foreign series cures each ground, the commission shall file a record stating that the foreign company or foreign series cured each ground.

A.R.S. § 29-3911 Withdrawal of registration

29-3911. Withdrawal of registration A. A registered foreign limited liability company or registered foreign series may withdraw its registration by delivering a statement of withdrawal to the commission for filing. The statement of withdrawal must state all of the following: 1. The name of the foreign company or foreign series, the name of the designating foreign company of the foreign series and the jurisdiction of formation of the foreign company or designating foreign company. 2. That the foreign company or foreign series is not doing business in this state and that it withdraws its registration to do business in this state. 3. That the foreign company or foreign series revokes the authority of its statutory agent to accept service on its behalf in this state. 4. An address to which service of process may be made under subsection B of this section. B. After the withdrawal of the registration of a foreign limited liability company or foreign series, service of process in any action or proceeding based on a cause of action arising during the time the foreign company or foreign series was registered to do business in this state may be made pursuant to section 29-3119.

A.R.S. § 29-3912 Action by attorney general

29-3912. Action by attorney general The attorney general may maintain an action to enjoin a foreign limited liability company or foreign series from doing business in this state in violation of this article.

Source: Arizona State Legislature (azleg.gov)URL: https://www.azleg.gov/arsDetail/?title=29Fetched: 10/31/2026