Arizona Laws 29-3902. Registration to do business in this state
A. A foreign limited liability company or a foreign series may not do business in this state until the foreign limited liability company or foreign series registers with the commission under this article.
Terms Used In Arizona Laws 29-3902
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Commission: means the corporation commission. See Arizona Laws 29-3102
- Contract: A legal written agreement that becomes binding when signed.
- Foreign limited liability company: means an unincorporated entity that is formed under the law of a jurisdiction other than this state and that would be a limited liability company if the unincorporated entity were formed under the law of this state and includes a foreign series for the purposes of this article. See Arizona Laws 29-3102
- Foreign series: means a series of a foreign limited liability company that has been established as such in accordance with the law of a jurisdiction other than this state. See Arizona Laws 29-3102
- Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 29-3407, subsection C. See Arizona Laws 29-3102
- Member: means a person that both:
(a) Has become a member of a limited liability company under section 29-3401 or was a member in a company when the company became subject to this chapter under section 29-3110. See Arizona Laws 29-3102
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. See Arizona Laws 29-3102
B. A foreign limited liability company or a foreign series doing business in this state may not maintain an action or proceeding in this state unless the foreign limited liability company or foreign series is registered to do business in this state.
C. The failure of a foreign limited liability company or a foreign series to register to do business in this state does not impair the validity of a contract or act of the foreign company or foreign series or preclude it from defending an action or proceeding in this state.
D. A limitation on the liability of a member or manager of a foreign limited liability company or foreign series is not waived solely because the foreign company or foreign series does business in this state without registering to do business in this state.
E. Section 29-3901 applies even if a foreign limited liability company or foreign series fails to register under this article.