In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your Corporation is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a Corporation that is registered in California wants to do business in Arizona.  The California Corporation is a "Domestic" Corporation in California and will be a "Foreign" Corporation in Arizona.

The California Foreign Corporation needs to register with the Arizona Corporation Commission as an Arizona Foreign Corporation.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside of the United States.

You want to do business in the state of Arizona but are registered as a "Domestic Corporation" in another state.  In order to legally conduct business in the state of Arizona you must register with the Arizona Corporation Commission as a Foreign Corporation.  The process of registering as a Foreign Corporation in Arizona is called Arizona Corporation Foreign Qualification.

The process of Arizona Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in Arizona.  Your original Domestic Corporation formation documents (usually called Articles of Incorporation) and By Laws apply to your Arizona Foreign Corporation.  The Officers and Directors of your Domestic Corporation have the same roles in the Arizona Foreign Corporation.  Specific requirements to qualify as a Foreign Corporation in Arizona are explained below. 

Once you have made the decision to Qualify as a Foreign Corporation in Arizona, an Arizona lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

The short answer is no.  The state of Arizona does not legally require a lawyer to form an Arizona Foreign Corporation.

Our detailed Foreign Corporation Information page may help you understand some of the implications of forming an Arizona Foreign Corporation.  However, if there is anything about forming a Foreign Corporation in Arizona that you're not sure about you should seek the advice of a competent Arizona lawyer, an Arizona accountant, or both before you form a Foreign Corporation in Arizona.

Once you have made the decision to form a Foreign Corporation in Arizona, an Arizona lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Arizona Foreign Corporation.

You are not legally required to reserve a Company Name for a new Arizona Foreign Corporation before you submit your application to Form a Foreign Corporation in Arizona.

The Foreign Corporation name that you have registered in your home state may or may not be available in Arizona.  In that case you need a different name your Arizona Foreign Corporation.  Whether or not you need to reserve a company name for your new Arizona Foreign Corporation depends entirely on your business situation.  The Arizona Corporation Commission uses names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Arizona Foreign Corporation Name.

If the Name you have chosen for your new Arizona Foreign Corporation is already in use by a currently active Arizona Foreign Corporation or LLC then you will have to register a DBA Name with the county recorder in each Arizona county in which you want to do business. "DBA" is an abbreviation for "Doing Business As."

In Arizona a DBA Name is called a Trade Name.

We verify that the Name you have chose for your new Arizona Foreign Corporation is available before we submit your Foreign Corporation filing to the Arizona Corporation Commission.  If necessary we can register a Trade Name in Arizona for you so that you can open your new Arizona business as quickly as possible.

1. Prove that you are registered in a state other than Arizona as a Domestic Corporation
   In order to register as a Foreign Corporation in the state of Arizona, you must first prove that you are registered in another state as a Domestic Corporation.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic Corporation.  Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.
   
   
   If you already have a Good Standing Certificate from your home state, note that it must be dated no older than 60 days from the date of your application for Arizona Corporation Foreign Qualification.
   
   
   If the date on your Good Standing Certificate is older than 60 days then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Arizona Foreign Corporation.
   We can get your Good Standing Certificate from any state - in most states within 2-3 hours.
   The state of Arizona also requires a certified copy of the formation documents from the home state of the Domestic Corporation.  These documents are usually called Articles of Incorporation.  If the formation documents have been amended then the Arizona Corporation Commission also requires certified copy of all amendments.
   We can get Certified Copies of your formation documents, as well as any other documents which have been filed, in any state.
2. Choose a name for your Arizona Foreign Corporation
   You can use the same name in Arizona that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  Your Arizona Foreign Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Arizona Foreign Corporation name that you choose must be distinguishable from the name of any other registered Arizona Corporation or other business entity and the name must also be different from any reserved names on record with the state of Arizona.  Your Arizona Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the Your Arizona Foreign Corporation name must not be a name that is likely to mislead the public.
   
   The name of an Arizona Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" or an abbreviation of one of these words.
   
   It's important to choose a good name for your Arizona Foreign Corporation because if you want to change it after you qualify you will have to file amended documents with the Arizona Corporation Commission (and pay a fee).
   We will check to make sure that your requested Arizona Foreign Corporation name is available and conforms to all state of Arizona Foreign Corporation naming regulations.
3. Select an official address and a Registered Agent for your Arizona Foreign Corporation
   Every Arizona Foreign Corporation must have an address that is physically located in the state of Arizona.  This address is "registered" with the Arizona Corporation Commission.  The Registered Address cannot be a PO Box and is where official and legal correspondence can be delivered.
   
   The individual or company that is registered with the state of Arizona to receive all correspondence on behalf of the Arizona Foreign Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Arizona Foreign Corporations hire a Registered Agent because they don't have a physical address within the state of Arizona or to provide a distinct level of privacy.
   We provide Registered Agent services in Arizona as well as all other states and the District of Columbia.
4. File Registration Documents with the Arizona Corporation Commission
   In order to Qualify as a Foreign Corporation in Arizona you must file Registration Documents with the Arizona Corporation Commission.  In Arizona the registration documents are named "Application for Authority to Transact Business or Conduct Affairs in Arizona".
   
   The registration documents must include certain specific information about your Arizona business.  If the Registration Documents do not conform exactly to state of Arizona requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Arizona Foreign Corporation has been approved, you may amend the registration documents for your Arizona Foreign Corporation but you will have to pay a fee to the state of Arizona in order to make the changes official.
   
   
5. Determine how you want your Arizona Foreign Corporation to be taxed
   The Arizona Corporate Income Tax Rate is %.  You may choose that your Arizona Foreign Corporation to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 
   
   You may choose to have your Arizona Foreign Corporation taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Arizona Corporate Income Tax.
   
   If the Arizona Corporate Income tax due based on the Arizona Corporate Income Tax Rate is less than $50 then the minimum tax due to the state of Arizona is $50.
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Arizona Foreign Corporation and include it with your final Foreign Corporation documents package.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Arizona Foreign Corporation
3. Keep proper records of your Arizona Foreign Corporation on file
4. Pay your taxes to the state of Arizona

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   Note that forming an Arizona Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  An Arizona Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Arizona Foreign Corporation within Arizona you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Arizona Foreign Corporation vary depending on your business activities and the specific locations within the state of Arizona in which you want to conduct business.
   
   If your Arizona Foreign Corporation will be selling products in Arizona you may be required to obtain a Reseller's Permit from the appropriate Arizona state agency.  If your Arizona Foreign Corporation will be selling products in Arizona you will also be responsible for all applicable local and state of Arizona sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Arizona Foreign Corporation
   Each Arizona Corporation must file an Annual Report each year with the Arizona Corporations Commission.  In addition to basic information about your Arizona Corporation, the Annual Report must include a statement that all required Arizona Corporate income tax returns have been filed with the Arizona Department of Revenue. The Annual Report must also specify the total number of authorized, issued and outstanding shares, itemized by class and series, if any, within each class; and the names of all shareholders of record of the Arizona Corporation holding more than twenty per cent of any class of shares issued by the Arizona Corporation, including persons beneficially holding the shares through nominees.
   
   The Arizona Corporation Annual Report includes basic information about your Arizona Foreign Corporation including information on your Officers and Directors.
   
   Failure to submit a properly completed Arizona to the Arizona Corporation Commission on or before the due date may subject the Arizona Foreign Corporation to being administratively dissolved in the state of Arizona or having its authority to transact business in the state of Arizona revoked by the Arizona Corporation Commission.
   
   Penalties may accrue if you fail to file any Arizona Foreign Corporation to the Arizona Corporation Commission by the due date.
   
   
3. Keep proper records of your Arizona Foreign Corporation on file
   Keep the following records on file and available at the principal business office of your Arizona Foreign Corporation:
   • Names and addresses of all Directors and Officers of the Arizona Foreign Corporation
   • Foreign Corporation formation documents and any Amendments to them
   • Corporate Bylaws and any Amendments to them
   • List of current shareholders of the Foreign Arizona Foreign Corporation.  If shareholders change, keep a record of old shareholders and how stock was transferred.
   • Minutes of all Meetings of Shareholders and Directors
   • Copies of any Corporate Resolutions which have been adopted by the Arizona Foreign Corporation
   • Copies of all tax returns and Annual Reports for the Arizona Foreign Corporation for the last 3 years
   
   
   
4. Pay your taxes to the state of Arizona
   Foreign Corporations that either do business in the state of Arizona or that derive income from sources within the state of Arizona are subject to Arizona and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Arizona, you must allocate the amount of income derived from the state of Arizona in order to determine your Arizona state taxes.

In order to Incorporate in Arizona you'll need the following information about your new Company:

• The name of your new Arizona Foreign Corporation along with your second choice of a name in case the name that you want is not available
  
• Physical address of the Foreign Corporation office in Arizona (not a PO Box)
  
• A certified copy of your formation documents from your home state including any amendments to them
• A good standing certificate for your Domestic Corporation from your home state no older that 60 days
• A description of the nature of the business you are planning to operate with the Arizona Foreign Corporation
• The number of shares of stock that the Arizona Foreign Corporation will be authorized to issue
• The par value of the shares which the Arizona Foreign Corporation will be authorized to issue
• When the Arizona Foreign Corporation will start and when it will cease to exist (normally the Foreign Corporation starts on the date the application is filed and will exist perpetually)
• Names and addresses of the initial Directors of the Arizona Foreign Corporation
• Names and addresses of each Officer of the Arizona Foreign Corporation

Remember - ALL the information that you provide when you Form a Foreign Corporation in Arizona becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign Corporation in Arizona.

Processing times for new Arizona Foreign Corporation applications vary depending on the work load of the Corporation Commission's staff.  We've found that normal processing of new Arizona Foreign Corporation applications takes the state around 30 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Arizona Foreign Corporation.

The Arizona Corporation Commission reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Arizona Corporation Commission.

In our experience 30 business days is the time it usually takes the Arizona Corporation Commission to process a new Arizona Foreign Corporation application. We get your Arizona Foreign Corporation application to the AZ Corporation Commission ASAP. Once it is at the state we have no control over the new Arizona Foreign Corporation application process. Also, please note that the Arizona Corporation Commission requires a Certified Copy of the Articles of Incorporation from the home, or domestic, state to be submitted with the application for an Arizona Foreign Corporation Qualification. Depending on the home state it could take 5 business days or more to obtain the Certified Copy of the Articles of Incorporation from the Secretary of State in the home state.

The state of Arizona charges $180.00 to Form a Foreign Corporation in AZ.  Also add the cost of a Good Standing Certificate and Certified Copy of your Articles of Incorporation from your home state.   If you choose us to help you Form your Foreign Corporation in Arizona our processing fees are $145.00.  This includes:

• Same day processing of your new Arizona Foreign Corporation order
• AZ Name Check and Reservation
• Prepare Application for Authority to Transact Business or Conduct Affairs in Arizona
• File Formation Documents with the Arizona Corporation Commission
• Certified Copies of Formation Documents
• Arizona Foreign Corporation Checklist
• Priority Mail Delivery
• Unlimited Customer Support