Having a Statutory Agent is mandatory when forming a limited liability company (LLC) in Arizona. Below we’ll explain what the Statutory Agent is, their duties, and the requirements to be one.
What is an Arizona Statutory Agent?
A Statutory Agent (often called a Registered Agent in other states) is an individual or other entity that a corporation or LLC appoints for the purpose of accepting service of process (legal documents) on its behalf. Arizona law requires that an entity establish and maintain a Statutory Agent and official entity office.
What does an Arizona Statutory Agent do?
The duties and requirements of the Statutory Agent are found in Arizona Statutes Section 29-604. An LLC must continuously maintain a Statutory Agent and office within the state. The agent must be available during normal business hours to accept any service of process (notice of a lawsuit or other legal matter), notice, or demand pertaining to the company and forward it to the appropriate individuals within the LLC.
A Statutory Agent/office cannot be just a Post Office box or mailbox service because some documents need to be delivered in person. The position’s purpose is to ensure that the correct people within an LLC are notified in the event of time-sensitive events, such as service of process for lawsuits, garnishment notices against employees, notice of annual reports, or notifications of taxes.
Who can be a Statutory Agent in Arizona?
The requirements to be a Statutory Agent in Arizona include:
- Must be an individual resident of Arizona; or
- A registered domestic business entity; or
- A registered foreign (out-of-state) business entity authorized to transact business in Arizona. The LLC cannot serve as its own Statutory Agent.
The registered office must be a physical address in the state of Arizona. This can be the actual address of the business; the home address of an owner, friend, or family member; the address of an accountant or attorney; or the address of a statutory/registered agent service, so long as it’s in the state. The office of the Statutory Agent does not have to be the same as the business address, but Post Office boxes are not permitted. The agent must be available to receive service of process in person on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents.
An important requirement for a Statutory Agent is that they must sign the Statutory Agent Acceptance form and file it with the Arizona Corporation Commission. It is recommended that this be filed at the same time as the Articles of Organization. There is a Statutory Agent Acceptance form on the Arizona Corporation Commission’s website that meets the minimum statutory requirements. However, the use of the Arizona Corporation Commission’s form is not required.
Can I be my own Arizona Statutory Agent?
You can be your own agent, as long as you are a resident of the state, over 18 years old, and are fully available all during business hours.
Should you be your own Statutory Agent in Arizona?
There are a variety of disadvantages and inconveniences when you serve as your own agent. Here are a few reasons to consider hiring a service to act as your Statutory Agent:
- Avoiding Embarrassment – If you serve as your own Statutory Agent and a lawsuit is filed against the business, you could have papers served to you at your office in front of customers. Obviously, that could be bad for business.
- Availability – A registered/Statutory Agent needs to generally be available at the principal address during normal business hours. That requirement ties you to your office all day makes it difficult to meet up with potential clients, go on vacation, have a sick day, etc.
- Reminders – Registered/Statutory Agent services often provide reminders for upcoming state requirements such as annual report filings. Remembering to file an annual report can be easily overlooked, so having a reminder helps.
- Penalties and Fees – By not continuously maintaining a current registered/Statutory Agent, the LLC may be responsible for penalties and fees, in addition to the potential for administrative dissolution.