Practice Summary updated: January 11, 2017

Statutory Agent Services

>For more than twenty years we have assisted in forming hundreds of business entities, ranging from closely held corporations and limited liability companies, to operating subsidiaries for new divisions of existing corporations, to emerging growth companies destined for an IPO.

Arizona law requires legal entities formed under Arizona law or qualified to do business in Arizona, e.g. corporations or limited liability companies (llc), to maintain a statutory agent, referred to as a registered agent or resident agent in some jurisdictions, who is authorized to receive service of process, i.e. notice, on behalf of an entity.

Requirements (partial) For a corporation, Arizona law provides that "[a] statutory agent who may be either: (a) An individual who resides in this state. (b) A domestic corporation formed under this title. (c) A foreign corporation authorized to transact business in this state. (d) A limited liability company formed under title 29. (e) A limited liability company authorized to transact business in this state." A.R.S. § 10-501. This means a statutory agent for a corporation cannot be a PO Box.

For an LLC, Arizona law requires that an LLC appoint "[a] statutory agent for service of process on the limited liability company that is either an individual resident of this state, a domestic corporation, a limited liability company or a foreign corporation or limited liability company authorized to transact business in this state." A.R.S. § 29-604(A)(2). This also means a statutory agent for an LLC cannot be a PO Box.

Apart from the aforementioned requirements, there are no licensing requirements to be a statutory agent. As such, the owners of many entities choose to be appointed as statutory agents themselves.

Penalties An Arizona corporation can be administratively dissolved if either it is "without a statutory agent or known place of business in this state for sixty days or more" or it "does not notify the commission within sixty days that its statutory agent or known place of business has been changed, that its statutory agent has resigned or that its principal office has been discontinued." A.R.S. § 10-1420(3) and (4). An Arizona LLC can be administratively disolved if it either is "without a statutory agent or known place of business in this state for at least sixty days" or "[d]oes not notify the commission within sixty days after its statutory agent or known place of business has changed or within sixty days after its statutory agent has resigned." A.R.S. § 29-786(A)(3) and (A)(4).

For more information on the risks of not properly dissolving please see our blog post, Risks of Not Properly Dissolving Your Limited Liability Company.

Note: The information contained in this article is general in nature and should not be relied upon for legal advice. Please read our disclaimer.


Resources

Statutory Agent Brochure
Statutory Agent Acceptance Form
Statutory Agent Acceptance Form Instructions
Wright Law Firm Brochure


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