Changes to Arizona’s Corporations Law

Arizona Senate Bill 1272 (2017 session), effective August 9, 2017, made various changes to Arizona’s corporations law.

Procedural changes resulting from this bill include the following:

• The Arizona Corporations Commission (“ACC”) will no longer automatically return a copy of approved documents. Instead, the ACC will only automatically return an approval letter. However, per the ACC, copies of approved documents will be available through their website. Also, the current procedure for requesting copies of documents outlined in KE remains in place and can be used to request copies of approved documents if they are needed by the customer.

• The ACC will continue to return copies of rejected documents along with a rejection letter.

• The Statement of Change of Known Place of Business Address or Statutory Agent forms for corporations (domestic and foreign) and LLCs (domestic and foreign) have been revised, as the requirements for both have been somewhat simplified. New versions of these forms are being added to KE and forms library, but in the interim they are available on the ACC’s website, http://www.azcc.gov/

• There is now a six-month suspension of the annual report requirements for domestic and foreign corporations that voluntarily file for dissolution or withdrawal. However, if the voluntary dissolution is not completed within that six month period, the annual report and any related fees (including any late filing penalties) will be due. The ACC has recommended that a tax clearance certificate be obtained and submitted with the dissolution or withdrawal filing to help avoid any penalty fees from accruing.

• Foreign nonprofit corporations are no longer required to file applications for new authority when they amend their name, duration, or home jurisdiction. They can now file Articles of Amendment to Application for Authority with a certified copy of the amendment instead.

• LLCs whose latest date to dissolve has passed can now be administratively dissolved. The ACC has advised that there are several thousand LLCs on their records that may be administratively dissolved due to this change, starting on August 9, 2017.