A. A foreign corporation may apply for authority to transact business in this state by delivering an application and a certificate of disclosure to the commission for filing. The certificate of disclosure shall contain the information set forth in section 10-202, subsection D and is subject to the requirements of section 10-202, subsection F. The application shall be executed by the corporation and shall set forth:

Terms Used In Arizona Laws 10-1503

  • Address: means a mailing address. See Arizona Laws 10-140
  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
  • Certificate of disclosure: means the certificate of disclosure described in section 10-202. See Arizona Laws 10-140
  • Class: refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption and transfer. See Arizona Laws 10-3140
  • Commission: means the Arizona corporation commission. See Arizona Laws 10-140
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Deliver: includes sending by mail, private courier, fax or electronic transmission. See Arizona Laws 10-140
  • Executed by the corporation: means executed by manual or facsimile signature on behalf of the corporation by a duly authorized officer or, if the corporation is in the hands of a receiver or trustee, by the receiver or trustee. See Arizona Laws 10-140
  • Filing: means the commission completing the following procedure with respect to any document delivered for that purpose:

    (a) Determining that the filing fee requirements of section 10-122 have been satisfied. See Arizona Laws 10-140

  • Foreign corporation: means a corporation for profit that is incorporated under a law other than the law of this state. See Arizona Laws 10-140
  • Known place of business: means the known place of business required to be maintained pursuant to section 10-501. See Arizona Laws 10-140
  • Principal office: means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located or in any other document executed by the corporation by an officer and delivered to the commission for filing. See Arizona Laws 10-140
  • Secretary: means that officer designated as the secretary in the articles of incorporation or bylaws or that officer authorized in the articles of incorporation, the bylaws or otherwise to perform the functions of secretary, irrespective of the name by which designated. See Arizona Laws 10-140
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140

1. The name of the foreign corporation and, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 10-1506.

2. The name of the state or country under whose law it is incorporated.

3. Its date of incorporation and period of duration.

4. The street address of its principal office in its state or country of incorporation or, if none, the street address of its registered agent in its state or country of incorporation.

5. The street address of the proposed known place of business of the corporation in this state and the name and street address of its proposed statutory agent in this state.

6. If its purpose or purposes are narrower than the transaction of any or all lawful business in which corporations may engage in the state or country under whose law it is incorporated, a statement of the limitations on its purpose.

7. The names and usual business addresses of its current directors and officers.

8. A statement of the aggregate number of shares that the corporation has authority to issue, itemized by classes and series, if any, within a class.

9. A statement of the aggregate number of issued shares itemized by classes and series, if any, within a class.

10. A brief statement of the character of business that the corporation initially intends actually to conduct in this state. This statement does not limit the character of business that the corporation ultimately conducts.

B. The foreign corporation shall deliver the application and the certificate of disclosure to the commission, together with a copy of its articles of incorporation, any amendments to the articles of incorporation and a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated, and the nonrefundable fees required by law.

C. After determining that the application sets forth the information required by this section, does not use as the name of the corporation in this state a name that is in violation of section 10-1506 and appears in all other respects to conform to the requirements of this article, the commission shall file the application. The date of filing shall be the date on which the corporation is granted authority to transact business in this state.

D. Within sixty days after the commission approves the filing, either of the following must occur:

1. A copy of the application shall be published. An affidavit evidencing the publication may be filed with the commission.

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.

E. A foreign corporation authorized to transact business in this state is subject to section 10-1623.

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