Qualification to Do Business in State

A foreign corporation shall not transact business in this state until it is granted authority to transact business in this state from the Arizona Corporation Commission. (A.R.S. § 10-1501) 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. (A.R.S. § 29-3902) Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. (A.R.S. § 29-349) Every partnership transacting business in this state under a fictitious name, or a designation not showing the names of the persons interested as partners in the business, shall record with the county recorder of the county in which the place of business is located a certificate stating in full the names of all members of the partnership and their place of residence, signed by the partners and acknowledged. A new certificate shall be recorded upon any change in the membership of the partnership. (A.R.S. § 29-102) Activities may not constitute "transacting business" so as to require prior qualification and registration for foreign limited partnerships can be found at A.R.S. § 29-354 and foreign corporations at A.R.S. § 10-1501.

The most pertinent examples of non-transaction of business in Arizona are: maintaining, defending or settling any proceeding; effecting sales through independent contractors; creating as borrower or lender any indebtedness, and securing the same by real or personal property collateral; collecting debts or enforcing any liens securing the same; conducting business in interstate commerce; and conducting an isolated transaction that is completed within 30 days (again, precise exception language may vary somewhat for each type of entity). Exemptions to qualification or registration as foreign entities do not, however, necessarily dispose of questions of service of process, so-called "long arm" jurisdiction, or taxation, each of which are treated under separate and different rules and standards.