Starting your Arizona corporation probably seemed tricky at first. You had to do paperwork like Articles of Incorporation or Organization, create a business plan, and more. Now that you’ve had nearly a year of operation in Arizona, it’s time to think about filing your Arizona annual report.
If your business is an LLC, great news! Arizona is unusual because it’s one of the few states where LLCs don’t have to file annual reports. Therefore, this article will deal primarily with annual reports for Arizona corporations.
If you miss the filing deadline, you’ll lose your special corporate liability protections and tax status in Arizona, and the state will eventually dissolve your corporation. Fortunately, we’ve outlined the steps below to file your report.
The Arizona annual report signals to the government and the public that your business is still in operation. Your annual report allows the state to keep track of who runs your corporation and its assets. Filing on time will keep your Arizona business in good standing.
Your Arizona annual report differs from the more comprehensive report that the federal Securities and Exchange Commission (SEC) may require from businesses over a certain level of value and capitalization. It’s also different from an annual shareholder report, which some large companies may send to their stockholders.
An annual report is also different from a federal tax return, which your corporation may have to file annually with the IRS under the advice of your tax advisor. Moreover, your company may be subject to a state corporate income tax through the Arizona Department of Revenue.
In addition to tracking your company’s ownership and vital information for the state of Arizona, your annual report also informs others about your company, as it is a matter of public record searchable by and accessible to all.
You’ll do your annual filing through the Arizona Corporation Commission’s eFile system. All Arizona corporations are required to file an annual report in order to maintain good standing. Again, Arizona LLCs don’t need to file an annual report.
Per Arizona statute, an Arizona corporation must file an annual report containing certain information about the company’s location, ownership, assets, and business operations.
An Arizona LLC has no requirement to file an annual report.
Many states treat business records, such as annual reports, as a function of the office of the secretary of state or department of revenue. Arizona, however, has an entire agency especially for the administration of corporations, the Arizona Corporation Commission (AZCC).
You can file your Arizona annual report online through the AZCC’s eFile system. You’ll need to register and create an account to track your filings if you haven’t already done so when you formed your corporation.
You’ll need your Arizona business entity number in order to file. This is the number you received from the AZCC when you first incorporated the business. This isn’t the same as the federal employer identification number (EIN), which you may have received from the IRS.
If you can’t find your business entity ID, use the AZCC’s search utility to look it up. This service is also how other users can locate information about your Arizona business — or how you can check the availability of a name for your next business venture.
If for any reason you can’t file online, contact the AZCC to discuss your options.
As of 2020, the AZCC doesn’t allow in-person transactions due to COVID-19 restrictions. However, you may be able to arrange to drop off your paperwork.
Do not use your annual report to update your company’s address, board of directors, or other information. The AZCC has separate forms for this.
When you file your annual reports and updates, keep in mind that these are public records. Anyone with an Internet connection can find them via the search engine publicly offered by the AZCC.
The due date is the anniversary of when you initially formed your company. You can think of filing the annual report as part of your company’s “birthday celebration.”
If you’ve forgotten your company’s birthday, don’t worry. You can search for your company through the AZCC, and the results will contain the due date for the annual report. You can search by business entity name, business entity ID, registered agent name, or principal name.
You can request a reminder of the filing deadline for your annual report. You’ll receive reminder emails at 90, 60, and 30 days in advance of the deadline, as well as one last reminder the day before.
The filing fee for an Arizona annual report is $45. You may pay by credit card or check/money order payable to “Arizona Corporation Commission.” The AZCC also offers Money-on-Deposit (MOD) accounts for frequent filers.
The AZCC will expedite any transaction for an additional $35.
An Arizona corporation must provide:
Additional information on shares, shareholders, and taxes may be required by statute, if applicable:
The AZCC has separate forms for updating the business name, address, and officer information if it’s different from what the state has on file.
The Arizona Corporation Commission will verify the information in your report and contact you if there are any issues. If not, the information in your report will become public record through the AZCC’s search utility. Unless you need to file other reports with the SEC, you can focus on your business for the year to come.
After you’ve missed the deadline by 90 days, you’ll receive a Notice of Pending Dissolution. About 60 days after that, if you still have not filed, the state will administratively dissolve your business structure. This means you would lose all legal rights and liability protections of an Arizona corporation.
Following dissolution, a company cannot conduct business under the protections of a corporation in Arizona, except as needed to cease operations. However, you can reinstate it for a $100 fee. The Grand Canyon State provides you with up to six years to reinstate a dissolved corporation. Between the missed filing and administrative dissolution, you can still restore your company’s good standing by filing the annual report along with a fine of $9 per month overdue.
If you know you’ll be late, you can file for an extension for $35. While this price seems high compared to a few months of late fees, it brings added protection. A properly filed extension maintains your company’s good standing, even if you haven’t filed yet.
For next year, consider requesting that the AZCC send you reminders of your due date.
You can find answers to most of your questions on the Arizona Corporation Commission’s FAQ page.
No, LLCs in Arizona don’t have to file an annual report.
The fee to file in Arizona is $45 plus an optional extra $35 to expedite.
If you miss the deadline, your business risks administrative dissolution. For a period of approximately 150 days, you can restore your good status simply by filing the missed annual report and paying an additional $9 per month overdue.
After approximately five months, the state may administratively dissolve your corporation. After this, your company will lose its special liability protections in Arizona, though you have up to six years to reinstate your company.
No. The Arizona Corporation Commission has a separate form for information updates.
Your annual report is due on the anniversary of when you first filed your Arizona corporation. You can find the date by searching through your company through the AZCCs search portal.
This is the number issued by the Arizona Corporation Commission at the formation of the business. You can find it through the AZCCs search portal. This is distinct from the federal employer ID number (EIN) issued by the IRS.
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