AZ Corporation Commission

Arizona LLCs No Longer Can Use a PO Box as a Place of Business

The Arizona Corporation Commission will no longer allow a new Arizona limited liability company to use a Post Office box for the LLC’s known place of business in Arizona. Arizona Revised Statute Section 29-604.A states:

“A limited liability company shall appoint and continuously maintain in this state . . . A known place of business that may be the address of its statutory agent.”

Arizona Revised Statutes Section 29-632.A states:

“The articles of organization shall state . . . . The address of the company’s known place of business in this state, if different from the street address of the company’s statutory agent.”

Despite the fact neither statute contains any reference to, much less a prohibition against the LLC from using a P.O box as the LLC’s known place of business, the ACC will no longer accept Articles of Organization that shown that the company’s only place of business address is a PO box.

Richard Keyt2012-07-18T15:38:09-07:00July 18th, 2012|Articles of Organization, AZ Corporation Commission, Forming LLCs|0 Comments

Arizona Corporation Commission Forms

All forms are in PDF format and are fillable (you can type in them). We recommend that you type the information so the documents are legible.

CORPORATION FORMS	INSTRUCTIONS	PURPOSE OF FORM
Annual Report Extension Request	Instructions C002i	Obtain an extension to file a corporation annual report.
Application for Authority to Transact Business or Conduct Affairs in Arizona	Instructions C018i	Any foreign corporation may seek authority to transact business or conduct affairs in Arizona.
Application for Withdrawal	Instructions C025i	Foreign corporations only – voluntarily withdraw from Arizona.
Application to Register Foreign Corporation Name	Instructions C007i	Foreign corporations only – register the corporation name for a year. *This is not a grant of authority to transact business in Arizona.
Application to Reserve Corporation Name	Instructions C006i	Reserve a corporation name for a non-renewable period of 120 days.
Articles of Amendment – For-profit	Instructions C014i	Amend corporation articles of incorporation. Arizona for-profit or professional corporations only.
Articles of Amendment – Nonprofit	Instructions C015i	Amend corporation articles of incorporation. Arizona nonprofit corporations only.
Articles of Amendment to Application for Authority	Instructions C115i	Amend the original Application for Authority to reflect a change in name, domicile, or duration.
Articles of Correction	Instructions C031i	Correct a non-substantive error in a previously-filed document (example – typographical errors).
Articles of Dissolution	Instructions C022i	Voluntarily dissolve any Arizona corporation.
Articles of Incorporation – For-Profit	Instructions C010i	Create or form an Arizona for-profit or professional corporation.
Articles of Incorporation – Nonprofit	Instructions C011i	Create or form an Arizona nonprofit corporation.
Certificate of Disclosure	Instructions C003i	Required to form a corporation or to obtain authority to transact business in Arizona. Credit unions file this annually.
Certificate of Disclosure Bankruptcy Attachment	Instructions C005i	Attachment to Certificate of Disclosure only – do not submit as a stand-alone document.
Certificate of Disclosure Felony / Judgment Attachment	Instructions C004i	Attachment to Certificate of Disclosure only – do not submit as a stand-alone document.
Corporation Statement of Change of Known Place of Business Address, Principal Office Address, or Statutory Agent	Instructions C016i	Change statutory agent, Arizona address, or foreign corporation address in other jurisdiction. For use by Arizona or foreign corporations.
Director Attachment		Attachment only – do not submit as a stand-alone document.
Incorporator Attachment		Attachment only – do not submit as a stand-alone document.
Notice of Cancellation of Approved Corporation Name Reservation or Registration	Instructions C009i	Cancel an approved corporation name reservation.
Notice of Transfer of Corporation Name Reservation	Instructions C008i	Transfer an approved corporation name reservation.
Officer Attachment		Attachment only – do not submit as a stand-alone document.
Officer/Director/Shareholder Change Form	Instructions C017i	Change officer or director information. For use by all corporations.
Restated Articles – For-Profit – Certificate Concerning Restated Articles Of Incorporation with Restated Articles Of Incorporation or Amended and Restated Articles Of Incorporation	Instructions C012i	File this with restated or restated and amended articles of incorporation. Arizona for-profit or professional corporations only.
Restated Articles – Nonprofit – Certificate Concerning Restated Articles Of Incorporation with Restated Articles Of Incorporation or Amended and Restated Articles Of Incorporation	Instructions C013i	File this with restated or restated and amended articles of incorporation. Arizona nonprofit corporations only.
Shareholder Attachment		Attachment only – do not submit as a stand-alone document.
Shares Authorized Attachment		Attachment only – do not submit as a stand-alone document.
Shares Issued Attachment		Attachment only – do not submit as a stand-alone document.
Statement of Bankruptcy or Receivership	Instructions C026i	Any corporation that has filed for bankruptcy must submit this form.
Statement of Bankruptcy or Receivership Major Stockholder Attachment	Instructions C027i	Attachment to Statement of Bankruptcy – do not submit as a stand-alone document.
Statement of Bankruptcy or Receivership Other Corporation Attachment	Instructions C028i	Attachment to Statement of Bankruptcy – do not submit as a stand-alone document.
Statutory Agent Acceptance	Instructions M002i	New statutory agents must sign, and acceptance must be submitted with document making the appointment.
Statutory Agent Resignation	Instructions C029i	Statutory agent may resign from that appointment.
Trustee Attachment		Attachment only – do not submit as a stand-alone document.
Voting Attachment		Attachment only – do not submit as a stand-alone document.

LIMITED LIABILITY COMPANY FORMS	INSTRUCTIONS	PURPOSE OF FORM
Amendment Attachment – Managers		Attachment only – do not submit as a stand-alone document.
Amendment Attachment – Members		Attachment only – do not submit as a stand-alone document.
Application for Registration of Foreign Limited Liability Company	Instructions L025i	Any foreign LLC may seek registration to transact business in Arizona.
Application to Reserve LLC Name	Instructions L001i	Reserve an LLC name for a non-renewal period of 120 days.
Articles of Amendment	Instructions L015i	Amend LLC articles of organization – Arizona LLCs only – covers most types of amendments.
Articles of Amendment to Application for Registration	Instructions L017i	Foreign LLCs only – amend information on the application for registration.
Articles of Correction	Instructions L030i	Correct a non-substantive error in a previously-filed document (example – typographical errors).
Articles of Organization	Instructions L010i	Create or form a limited liability company (LLC).
Articles of Termination	Instructions L031i	Voluntarily terminate an Arizona LLC.
Certificate of Cancellation of Foreign LLC Registration	Instructions L026i	Foreign LLCs only – voluntarily withdraw registration in Arizona.
Manager Structure Attachment		Attachment only – do not submit as a stand-alone document.
Member Structure Attachment		Attachment only – do not submit as a stand-alone document.
Notice of Cancellation of Approved LLC Name Reservation	Instructions L003i	Cancel an approved LLC name reservation.
Notice of Transfer of Limited Liability Company Name Reservation	Instructions L002i	Transfer an approved LLC name reservation.
LLC Statement of Change of Principal Address or Statutory Agent	Instructions L020i	Change statutory agent or the LLC’s principal address. For use by Arizona or foreign LLCs.
Statement of Change of Manager or Member Addresses	Instructions L021i	Change manager or member addresses only. For use by Arizona LLCs only. (Foreign LLCs use Articles of Amendment to Application for Registration.)
Statutory Agent Acceptance	Instructions M002i	New statutory agents must sign, and acceptance must be submitted with document making the appointment.
Statutory Agent Resignation	Instructions L032i	Statutory agent may resign from that appointment.

MISCELLANEOUS FORMS	INSTRUCTIONS	PURPOSE OF FORM
Cover Sheet		All documents must be submitted with a Cover Sheet.
Statutory Agent Acceptance	Instructions M002i	New statutory agents must sign, and acceptance must be submitted with document making the appointment.
Expedite Pending Document Request	Instructions M004i	Get faster processing on a previously submitted document that has not yet been examined.
Records Request Form		Request copies of documents or information on old entities.
Public Records Request, Database Extraction		Request a report of information from the Corporations Division database (do not use to request documents from a specific entity).
Statement of Merger	Instructions M075i	Use for mergers involving corporations or LLCs.
Statement of Interest Exchange	Instructions M080i	Use for corporations or LLCs involved in an interest exchange.
Statement of Conversion	Instructions M085i	Use to convert any entity into an Arizona corporation or LLC.
Statement of Domestication	Instructions M090i	Use for an Arizona entity moving out of state or for a foreign entity that is moving to Arizona.
Statement of Division	Instructions M095i	Use for divisions involving Arizona corporations or LLCs.
Newspaper Qualfying Form		Newspapers must oomplete and submit this to be listed on the ACC’s courtesy newspaper list.

All forms are in PDF format and are fillable (you can type in them). We recommend that you type the information so the documents are legible.

Richard Keyt2022-12-07T10:45:46-07:00July 14th, 2012|AZ Corporation Commission|0 Comments

Arizona Attorney General Gets Judgment Against Arizona Corporate Minutes Scammer

The wheels of Arizona justice turn slowly, but Arizona Attorney General ~~Terry Goddard~~ Tom Horne finally got a judgment against the perpetrators of a 2008 corporate minutes scam. I wrote about the scam in 2008 in an article entitled “LLC Minutes Scam Alert.” Attorney General Goddard’s September 2009 complaint alleged:

11. From November 2008 until May 2009, Defendants disseminated at least 137,500 solicitations, using direct mail, to Arizona corporations and limited liability companies. The solicitations, under the fictitious name Arizona Corporate Headquarters, were official-looking forms which implied that a business had to complete the form and return it with an “Annual Fee” of $125 by a “REPLY BY” date to preserve its corporate status. The form is entitled “Annual Minutes Disclosure Statement.” Below this title is a date designated as the “NOTICE DATE: XIX./XX” followed by the “CORPORATE NAME:
[Name of Corporation or LLC]” and the “CORPORATION NUMBER: [#######J,” which was the corporation number of the business addressee as assigned by the Arizona Corporation Commission. The form has the format of an official-looking document and includes a citation to the Arizona Corporations Code requiring a corporation to hold annual meetings of shareholders.

12. The forms contain a warning, in boldface capital letters: “TO ENSURE APPROPRIATE PROCESSING AND FULFILLMENT, PLEASE RETURN THIS FORM WITH YOUR PAYMENT TO: ARIZONA CORPORATE HEADQUARTERS-BUSINESS DIVISION – 5025 N. CENTRAL AVENUE, SUITE 573, PHOENIX, AZ 85012.” The address is a private mail box used by Defendants and located in a UPS Store.

13. The form also contains a warning that “[fjailure to comply with certain requirements could cause your corporation to lose its limited liability status. If so, personal liability exposure to tax agencies, or other creditors could possibly be put on the directors and shareholders for failing to document formalities.” Thereafter each form states that it should be submitted “with the ANNUAL FEE OF $125.00 WITHIN 15 BUSINESS DAYS.”

14. The back of the forms utilized by Defendants states that payment should be submitted “along with the Annual Minutes Disclosure Statement for proper processing and fulfillment of the Annual Minutes for your corporation.” It directs payments be sent to the “Business Division” of Arizona Corporate Headquarters.

15. Defendants represent that in exchange for payment they will prepare corporate minutes. In fact, in the limited cases in which Defendants did provide corporate minutes, those minutes reflected meetings that never took place and actions that never occurred.

17. Defendants have received over $350,000 from the thousands of Arizona corporations and limited liability companies that completed the form and paid the $125.00.

In February of 2012 Attorney General Horne obtained a judgment for $338,225 damages plus $48,900 attorney fees against defendants Y.M.S., Inc., a Nevada corporation, Gaston Muhammad, aka Gaston Greene and Ronna Muhammad, aka Ronna Greene.

Richard Keyt2016-11-16T08:23:46-07:00April 19th, 2012|AZ Corporation Commission, Lawsuits|0 Comments

Arizona Corporation Commission Sues LLCs & their Members and Managers for Securities Fraud

The Arizona Corporation Commission sued multiple related Arizona limited liability companies and their members and managers for allegedly violating Arizona securities laws and defrauding many investors. The defendants in the Arizona Corporation Commission vs. Samuels lawsuit are Terry L. Samuels, Elizabeth Samuels, James F. Curcio, Jill L. Curcio, 3-CG, LLC, Choice Property Group, LLC, Azin Investor Group, LLC, Azin Investor Group II, LLC, Azin Investor Group III, LLC, Azin Investor Group IV, LLC, Combined Holdings IV, LLC and Combined Holdings V, LLC.

The Securities Division (“Division”) of the ACC alleged that the defendants engaged in acts, practices, and transactions that constituted violations of the Securities Act of Arizona, A.R.S. Section 44-1801 et seq.(the ‘Securities Act”). The Division alleged that Terry L. Samuels (“Samuels”) and/or James F. Curcio (“Curcio”) directly or indirectly controlled all entities named as defendants within the meaning of A.R.S. Section 44-1999 and that Samuels and/or Curcio are each jointly and severally liable with, and to the same extent as those entities, for the entities’ violations of the anti-fraud provisions of the Securities Act. The spouses of Samuels and Curcio were named as defendants under A.R.S. Section 44-203 1 (C) solely for purposes of determining the liability of the marital communities.

The Division alleges that Samuels and Curcio and Arizona LLCs they created and owned offered and sold securities, including membership interests in the LLCs, without complying with Arizona’s Securities Act. The defendants allegedly misrepresented material facts and failed to disclose material facts when the solicited money from investors in connection with the entities’ fix and flip real estate business. The Division alleges:

Although SAMUELS formed additional, shell entities for the purpose of limiting liability, SAMUELS operated the Business’s entities as if they were a single company. For example, SAMUELS and his employees held meetings for the Business as a whole, not for each separate entity. Also, there were no written agreements between the entities.

The early investors were treated as lenders who received a promissory note and a deed of trust on an Arizona home to secure repayment of the loan. These notes were not registered as securities with the Division. The Division alleges:

“In the spring of 2007, SAMUELS and CURCIO shifted the Business’s strategy away from having investors select, invest in and receive as collateral an interest in a specific property in the form of a DOT with the investor as the beneficiary. The new strategy consisted of creating several limited liability companies (LLCs) that served as investor pools of approximately $lM each. The investors in these LLCs received LLC memberships in exchange for their investments. SAMUELS and CURCIO then pooled the funds received from these investors (collectively referred to as the “AZIN Investors”) and transferred the funds to CPG and/or 3-CG. Those entities then used these funds as determined by the Business’s managers, i.e. SAMUELS and CURCIO. The AZIN Investors did not participate in the selection of properties or management of the Business.”

“At or around the time they formed the first two AZIN Entities, SAMUELS and CURCIO began soliciting investors to purchase membership interests in the AZIN Entities (the “Membership Interests”). The Membership Interests were not registered as securities with the Commission to be offered or sold within or from Arizona.”

“SAMUELS and CURCIO solicited potential investors, in part, by conducting in person presentations to small groups of potential investors. These groups ranged in size from one
to about ten persons. SAMUELS and CURCIO held these presentations in several states including Arizona, Indiana and New York.”

“SAMUELS and CURCIO provided potential investors with detailed brochures and newsletters (each a “Prospectus” and collectively the “Prospectuses”) that described the benefits of
investing in the Business, current investment opportunities, and the positive opportunities available to Respondents in the Phoenix-area real estate market.”

“SAMUELS and CURCIO encouraged offerees and investors to re-direct their retirement accounts toward purchasing the Membership Interests. A Prospectus titled “3-CG News; Issue # 1 1-2008” provided by SAMUELS and CURCIO to existing and potential investors contained a section written by CURCIO titled “Jim’s Corner.” This section describes how investors could roll over their existing IRA/401(k) funds to purchase LLC memberships and that funds would be invested in a newly-formed LLC with the investor “listed on ‘Title’ to the properties as security” (quotation marks in original).”

“For all practical purposes, the AZIN Investors had no say in the management of the AZIN Entities. Under the terms of the Operating Agreement, the manager of each entity (CURCIO) had almost absolute control over the entity. Additionally, the AZIN Investors lacked experience in real estate investment and management. Thus, they could not have effectively managed the AZIN Entities even if they had any authority to do so.”

“In connection with the offer or sale of securities within or from Arizona, Respondents iirectly or indirectly: (i) employed a device, scheme, or artifice to defraud; (ii) made untrue statements if material fact or omitted to state material facts that were necessary in order to make the statements nade not misleading in light of the circumstances under which they were made; or (iii) engaged in transactions, practices, or courses of business that operated or would operate as a fraud or deceit upon offerees and investors.”

“SAMUELS and/or CURCIO directly or indirectly controlled respondents 3-CG, CPG, and the AZIN Entities within the meaning of A.R.S. 6 44-1999. As a result, SAMUELS and/or
CURCIO are jointly and severally liable with, and to the same extent as 3-CG, CPG and the AZIN Entities for their violations of the anti-fraud provisions of the Securities Act set forth above.”

The lesson to be learned from the case is that the offer and sale of membership interests in a limited liability company can be the offer and sale of securities that must be done in a way that satisfies federal and state securities laws. If your LLC or corporation intends to take any action that solicits money from a person or entity and says to the investor in effect “sit back on your couch and we will make a profit from your investment” then your LLC will be offering to sell a security. Before offerring or selling a membership interest in an LLC that is a security you should consult with an experienced securities law attorney and do what must be done to comply with federal securities laws and the securities laws of each state in which an investor resides.

Richard Keyt2016-11-16T08:23:52-07:00October 2nd, 2011|AZ Corporation Commission, Lawsuits, LLCs & Securities Laws|0 Comments

Legislative Logjam Puts Arizona Corporation Commission in Limbo

Arizona Business Gazette: “The ability of Arizonans to form new corporations could start to slow within days and come to a screeching halt unless lawmakers fix their budget, according to the chair of the Arizona Corporation Commission. Kris Mayes said her agency was willing to go along with plans by Gov. Jan Brewer and legislators to have its incorporating division become fiscally self-sufficient. The plan, as crafted in legislation, was to let the agency keep and use money it obtained in fees.” The state legislature approved the plan, but for unrelated reasons, Governor Brewer vetoed the law that contained the funding for the Arizona Corporation Commission.

On the Net2011-07-03T16:29:34-07:00October 1st, 2009|AZ Corporation Commission, LLCs & Corporations|0 Comments

Arizona Corporation Commission Needs More Money

Today I received a troubling email from Jeff Grant, Director of the Corporations Division of the Arizona Corporation Commission. On September 4, 2009, Governor Brewer vetoed SB 1025 that would have provided an additional $2.8 million in funding for the ACC’s Corporations Division. As a result, the ACC is underfunded by 40 percent and it’s ability to service the new and continuing businesses of Arizona will be severely degraded. Wait times for approval of new entities could exceed hundreds of days, which would delay the creation of new businesses and jobs in Arizona.

The Arizona Corporation Commission needs our help to contact our state legislative representatives and senators and ask them to fully fund the ACC immediately. Please take the action Jeff Grant recommends at the end of his email message.

Contents of Jeff Grant’s email to me of September 25, 200

My name is Jeff Grant and I’m the Director of the Corporations Division of the Arizona Corporation Commission. You are receiving this email because you were on a user group list that a former director, Dave Raber created to be able to communicate with you at various times. This is another one of those times.

Many of you may already know that we are facing a serious funding crisis. The attached document gives you the history behind this issue and provides you with the impacts to the Division if the fees we are currently collecting are not appropriated back to the Corporations Division.

As of today, when we issued payroll, my budget is now in the red. In order to to be able to pay our bills, serious cuts in staffing along with furloughs will have to be implemented.

We are looking at cuts and furloughs that will greatly impact our turnaround times. If the legislature doesn’t act to restore the $2.8 million in annual report fees to the Division’s $4.5 million budget, turnaround times, in just a matter of months, could explode to well into the hundreds of days for non-expedited documents and approaching 50 days for expedites.

We need your help. After reading the attached document, please call or email your legislator and the President of the Senate, Speaker of the House and Governor’s Office.

If you have any questions, you can reach me at 602-542-0776. Thank you for your help with this serious problem.

Jeff Grant, Director
Corporations Division
Arizona Corporation Commission
602-542-0776

The following was attached to Mr. Grant’s email message and it sheds more light on the reason there is a funding problem, what you can do to help prod the legislature to action and why it is important to restore the inadvertent funding cuts.

How the problem arose:

On Friday, September 4, 2009, the Governor vetoed SB 1025 (for reasons unrelated to the ACC), which included language that would have avoided the ACC’s funding problem. The Governor signed the general appropriation bill for the ACC, but that Bill did not include an appropriation from the general fund to the ACC.

Why? Until this year, the money to run the Corporations Division came from both the general fund (60%) and the public access fund. This year, the legislature, the Governor and the ACC worked together to shift the funding to come entirely from the public access fund.

Because the funding was being shifted from the general fund to the public access fund in SB 1025, the ACC agreed this fiscal year to have the Corporations Division appropriation shifted, from being reliant on both general fund and public access fund revenue, to being entirely funded by revenue from the public access fund. Roughly 40% of the Corporations Division funding would have come from the general fund and 60% from the public access fund, without this funding shift.

In order to accomplish the shift to entire dependency on the public access fund, SB 1025 provided that annual fees paid by profit and business corporations were to be redirected for deposit to the public access fund. When the Governor vetoed SB 1025, the action left no statutory funding mechanism to shift revenue from these fees to the public access fund from the general fund.

The good news is both the Governor and legislature agreed to the funding shift and support it. Unfortunately, without the statutory language to facilitate the funding shift, the Corporations Division lacks the funds to operate adequately.

Simply stated, $2.8 million in anticipated revenue for FY 2010 cannot currently be shifted to the ACC to help fund the operations of the Corporations Division without additional action by the legislature.

What you can do:

We urge you to call your legislator, and call the offices of President Burns—602-926-5993 and Speaker Adams—602-926-5495 ([email protected]). Please also call the Chairmen of the Senate and House Appropriations Committees—Senator Russell Pearce ([email protected]) in the Senate—602-926-5760, and Representative John Kavanagh ([email protected])—602-926-5170 in the House and call the chairs at the Senate and House Commerce Committees: Barbara Leff—(602) 926-4486 ([email protected]) and Michele Reagan—(602) 926-5828 ([email protected]). We have provided you with a link to the phone numbers and key bullet points below.

Here is a link to a directory of legislators in the Arizona Senate and House:

http://www.azleg.gov/

Here are some key points which help to emphasize the adverse impact this funding problem will likely have on customer service at the ACC:

On average 4,700 corporations and limited liability companies are formed each month
If the Legislature does not act to remedy the situation by September 30, 2009, those citizens wishing to start a business — businesses that employ people, pay taxes, buy property and provide products and services to the people of Arizona — will more than likely see a huge increase in processing turnaround times — by several weeks — by the end of October.
As each month goes by, and if no legislative action is taken, processing turnaround times will continue to grow exponentially and the work queue of documents waiting to be examined and approved will explode.
If the Legislature waits until the next Regular Session in January to address the ACC funding issue the effect will be devastating, because it takes 90 days from the end of the session for legislation to become effective (absent an emergency clause or special session); this would mean the ACC would not have access to $2.8 million in anticipated revenue to fund its operations for the entire fiscal year.

Below is a copy of the press release the ACC sent out on this issue.

Once again, I encourage you to please call and email your legislators and to also let legislative leadership know how crucial this issue is to the people of Arizona.

If you have questions concerning this issue, you can reach me at 602-542-0776.

I want to thank you all in advance for your help on this issue.

On the Net2017-10-07T07:58:56-07:00September 25th, 2009|AZ Corporation Commission, LLCs & Corporations|0 Comments

Names & Addresses in Articles of Organization

KEYTLaw legal assistant Katie Leavitt got a call from the Arizona Corporation Commission today. The ACC lady told Katie that because of a change in Arizona law, we must change the way we disclose the names and addresses of members of an Arizona limited liability company in the Articles of Organization. Here is how we typically have indicated in the past the names and addresses of a married couple when we prepared Articles of Organization:

Old Way We Indicated Names & Addresses of a Married Couple

Homer Simpson and Marge Simpson, 3244 North Main Street, Springfield, IL

New Way We Will Indicate Names & Addresses of a Married Couple

Homer Simpson, 3244 North Main Street, Springfield, IL 62701, and Marge Simpson, 3244 North Main Street, Springfield, IL 62701

Richard Keyt2011-07-03T16:34:23-07:00September 18th, 2009|AZ Corporation Commission, Forming LLCs|0 Comments

Beware of Scams Targeting LLCs and Corporations

As a legal assistant for a law firm that creates hundred of entities (limited liability companies “LLCs”) and corporations) each year, I receive quite a bit of correspondence addressed to our LLC and corporation clients in care of our office. I have become very familiar with the Arizona Corporation Commission (the “ACC”), Arizona’s agency that regulates LLCs and corporations, and the Arizona Secretary of State. I can recognize suspicious correspondence when I see it. Some scam correspondence is strikingly similar to that which is official, even to the trained eye, so it’s important that business owners be vigilant for suspicious official looking correspondence.

Only the ACC, Arizona Secretary of State, an Arizona County Assessor, the Internal Revenue Service and bona fide government agencies send notices regarding your Arizona entity. Beware of correspondence that looks too much like a government form sent by an outfit of which you have never heard that asks you to send money. If you are not sure an official looking notice is legitimate, spend some time to investigate and identify the sender of the correspondence.

Do a Google search for the name of the sender, its phone number and address. Try to find the sender’s website. If the sender does not have a website that contains real substance, think twice before sending money to the sender. Contact the sender directly to verify that it did indeed send the correspondence. See this article on our website for more information on large-scale scams targeting Arizona entities as well as a joint statement by Arizona attorney general Terry Goddard and the ACC.

Arizona entity owners should beware of the following characteristics of scammers and their correspondence:

Scammers produce very official-looking notices or invoices. Remember, the only reason for sending correspondence nearly identical to that which is authoritative is to deliberately deceive or mislead company owners. If these pieces of correspondence were simply notices, offers or legitimate marketing attempts with no intent of deception, they would not imitate official authoritative correspondence by attempting to utilize its language, layout and color scheme;
Scammers will ask for money or confidential information. Let’s get this straight – they’re not giving out courtesy compliance notices! They want company owners to pay for a product or service that they may or may not provide, or use the information obtained for their own purposes. Even if one of these parties does provide the product or service promised, many times the service they provide is over priced or even worse – not required by Arizona law, as is implied by the correspondence;
Most scams or misleading correspondence can be traced to a P.O. Box or other type of mailbox whose owner is difficult or impossible to determine;
Many of these notices contain vague or unverifiable claims (“Included is a $17,000 “We Pay the Fine” Reimbursement Guarantee”); urgent due dates; “file” or “corporation” numbers; conflicting, confusing or missing information (several contact addresses, no actual distributing entity name) and even excerpts from the Arizona Revised Statutes in an apparent effort to confuse, legitimize or intimidate;
The fact that these parties have your company name, file number and address means nothing. All Arizona entities must provide certain information to the ACC, which is then displayed on the ACC’s website where is may be seen by anyone with internet access. Scammers routinely check the ACC website to build their mailing lists, much like they do with new homeowner information found on the Maricopa County Recorder’s website.

The bottom line is beware of any correspondence with these characteristics and read each piece of correspondence carefully before paying money or providing information to the sender.

If you receive a notice specifically claiming that some sort of action is required to keep your Arizona entity from being terminated or dissolved, call the ACC at 602-542-3026 to check on the standing of your LLC or corporation and deal directly only with the ACC or your business attorney to ensure reinstatement of your entity if necessary.

On the Net2017-04-02T10:04:15-07:00September 18th, 2009|AZ Corporation Commission, LLCs & Corporations|0 Comments