Starting a business as a corporation or Limited Liability Company (LLC) requires having a Statutory Agent in Arizona.
A statutory agent (also referred to as a resident agent or registered agent in some states) is a person or company that acts as an official point of contact between the government and your Arizona business entity.
Statutory Agent Duties
The primary responsibility of a statutory agent in Arizona is to accept important legal notices and tax documents and then forward them to the appropriate person in the business.
Not only is a statutory agent required when forming an LLC or corporation, but you must maintain a statutory agent to keep the entity compliant. Besides the requirement of designating a statutory agent at the time of formation, there are several roles they serve:
- Receiving Legal Notices – A lawsuit against a company will still proceed even if the listed statutory agent cannot receive legal notices. If a process server fails to reach the company’s statutory agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
- Protecting Against Penalties and Fees – If an entity does not maintain a current statutory agent, penalties and state fees can be levied against it and, in some cases, its owners. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and be personally at risk.
- Protecting the Entity – Waiting too long to remedy the lack of a statutory agent may result in the administrative closure or dissolution of the entity.
Common Questions About Arizona Statutory Agents
Is a statutory agent required in Arizona?
The requirements for an entity to have a statutory agent are formed under Arizona Statutes Section 10-501 (corporation) or Section 29-604 (LLC) and regulated by the Arizona Corporation Commission. State law mandates that registered entities will have and continuously maintain a statutory agent and office within the state.
Sole proprietorships and general partnerships do not need a statutory agent.
Who can be a statutory agent for an LLC in Arizona?
A statutory agent in Arizona can be any resident of the state who is 18 years or older, a registered Arizona domestic business entity, or a foreign business entity authorized to do business in the state. The entity that is being registered may not be its own agent.
What are the requirements for an Arizona statutory agent?
The statutory agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of Arizona. This can be your home address, the address of a family member, an accountant or attorney, the address of the business, or an Arizona statutory agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are unacceptable since someone must be available to sign for documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to delivering legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
An important requirement for a statutory agent is they must sign the Statutory Agent Acceptance form and file it with the Arizona Corporation Commission.
What is required to be your own statutory agent in Arizona?
As long as the business owner, LLC member, officer, director, etc., is a resident and available at a specific address in Arizona during normal business hours, they can be statutory agents.
While it often works best for the owner to be the statutory agent, there are several reasons to hire a statutory agent service:
Privacy – The address of the statutory agent becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side and doesn’t want their employer to know about the business. Also, the notice will be delivered to the address on file if the business is sued. This could mean employees, customers, or even neighbors witnessing the event. There is always the remote possibility of a vindictive litigant or upset customer showing up at your house.
Availability – Arizona requires the statutory agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A statutory agent will need to be appointed with a physical address in each state.
Due Date Reminders – Statutory agent services provide annual report reminders and updates on any state requirements.
Can an Arizona statutory agent be changed?
If the statutory agent changes, the entity is required to file a change of statutory agent.
A Statutory Agent can be changed by submitting the Statement of Change of Known Place of Business Address or Statutory Agent (corporation Form, LLC Form) along with the filing fee to the Arizona Corporation Commission.
How do you appoint someone as the statutory agent in Arizona?
The appointment of a new statutory agent in Arizona is first made in the entity formation documents (Articles of Organization or Articles of Incorporation) but can be changed at any time.
Does a sole proprietor need a statutory agent?
Only entities registered with the Secretary of State, such as corporations and LLCs, need to register a statutory agent. Sole proprietorships and general partnerships do not.
