Arizona Laws 29-3903. Foreign registration statement
A. To register to do business in this state, a foreign limited liability company must deliver a foreign registration statement to the commission for filing. The statement must state all of the following:
Terms Used In Arizona Laws 29-3903
- Commission: means the corporation commission. See Arizona Laws 29-3102
- Designating foreign company: means , with respect to any foreign series, the foreign limited liability company that designated or otherwise established the foreign series in accordance with the law of its jurisdiction of formation. See Arizona Laws 29-3102
- 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
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Jurisdiction: when used to refer to a political entity, means the United States, a state, a foreign country or a political subdivision of a foreign country. See Arizona Laws 29-3102
- Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. 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
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation or government or governmental subdivision, agency or instrumentality or any other legal or commercial entity. See Arizona Laws 29-3102
- Principal address: means the mailing address of a limited liability company or foreign limited liability company, whether or not located in this state. 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
- Statutory agent: means the agent of a limited liability company or foreign limited liability company that is authorized to receive service of any process, notice or demand required or permitted by law to be served on the company. See Arizona Laws 29-3102
1. The name of the foreign company and, if the name does not comply with section 29-3112, an alternate name adopted pursuant to section 29-3906, subsection A.
2. That the foreign company is a foreign limited liability company.
3. The jurisdiction of formation of the foreign company.
4. The principal address of the foreign company and, if the law of the jurisdiction of formation requires the foreign company to maintain an office in that jurisdiction, the address of the office or, if no office is required to be maintained, the name and the street address of the statutory agent in the jurisdiction of formation.
5. The name and street address of the statutory agent in this state.
6. Either of the following:
(a) That management of the foreign company is vested in a manager or managers.
(b) That management of the foreign company is reserved to the members.
7. The name and address of either of the following:
(a) If management of the foreign company is vested in a manager or managers, each person that is a manager and each member that owns a twenty percent or greater interest in the capital or profits of the foreign company.
(b) If management of the foreign company is reserved to the members, each person that is a member of the foreign company.
B. To register to do business in this state, a foreign series must deliver a foreign registration statement to the commission for filing. The statement must state all of the following:
1. That the registrant is a foreign series.
2. All of the information required in subsection A of this section in connection with the foreign series.
3. All of the information required in subsection A, paragraphs 1, 2, 3, 6 and 7 of this section in connection with the designating foreign company of the foreign series.
C. An application for a foreign registration statement that a foreign limited liability company or foreign series submits to the commission under this section shall include a certified copy of its organizational documents on file in its jurisdiction of formation and proof that the foreign company or foreign series existed in the state or country in which it organized within sixty days before delivering the application for filing with the commission.