Arizona Laws 10-1520. Withdrawal of foreign corporation
A. A foreign corporation authorized to transact business in this state shall not withdraw from this state until the commission files its application for withdrawal.
Terms Used In Arizona Laws 10-1520
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- 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.
- 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.
- 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
- Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
- Process: means a citation, writ or summons issued in the course of judicial proceedings. See Arizona Laws 1-215
- Service of process: The service of writs or summonses to the appropriate party.
B. A foreign corporation authorized to transact business in this state may apply to surrender the authority by delivering an application to the commission for filing. The application shall set forth:
1. The name of the foreign corporation and the name of the state or country under whose law it is incorporated.
2. That it is not transacting business in this state and that it surrenders its authority to transact business in this state.
3. That the foreign corporation revokes the authority of its statutory agent to accept service on its behalf and appoints the commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state.
4. A mailing address to which the commission may mail a copy of any process served on the commission pursuant to its appointment as the foreign corporation’s agent for service of process.
5. A commitment to notify the commission in the future of any change in the foreign corporation’s mailing address.
C. The application for withdrawal is not considered complete until the commission has received a notice from the department of revenue to the effect that the tax levied under Title 42, Chapter 5, Article 1 against the foreign corporation has been paid or until it is notified by the department of revenue that the applicant is not subject to the tax and further has received from the department of revenue its certificate issued pursuant to section 43-1151.
D. The application for withdrawal is not considered complete until all fees, penalties and costs required to be paid under this chapter have been paid.
E. After determining that the application appears in all respects to conform to the requirements of this chapter and when all fees have been paid as are prescribed in this chapter, the commission shall file the application in the manner provided in section 10-120. On the filing of the application for withdrawal, the authority of the foreign corporation to transact business in this state ceases.
F. Within sixty days after the commission approves the filing, either of the following must occur:
1. A copy of the application for withdrawal 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.
G. After withdrawal of the foreign corporation is effective, service of process on the commission under this section is service on the foreign corporation. On receipt of process, the commission shall mail a copy of the process to the foreign corporation at the most recent mailing address provided by the foreign corporation in the application or by notice to the commission.
H. Notwithstanding subsection D of this section, if an annual report becomes due on or after the first date on which an application for withdrawal is delivered to the commission for filing, the annual report requirement and penalty accrual prescribed in section 10-1622 are suspended for a period of six months after the first date on which the application for withdrawal is delivered to the commission for filing. On the expiration of the six-month suspension, if the application for withdrawal is not approved for filing or if the authority of the corporation to transact business is revoked pursuant to section 10-1530, paragraph 10, all past due annual reports required by section 10-1622, together with fees and any applicable penalties, are owed as if the suspension never occurred.