1300 W. Washington St. Phoenix, AZ 85007-2929 ARIZONA CORPORATION COMMISSION CORPORATIONS DIVISION Phone: 602-542-3026 Toll free (within AZ only): 1-800-345-5819 www.azcc.gov GENERAL FILING INSTRUCTIONS FOR FOREIGN PROFIT CORPORATION Pursuant to A.R.S. Title 10, Chapter 15 and 38 Cover Sheet  Attach a completed cover sheet to the filing. Corporation Name  Check name for availability using our web site. www.azcc.gov/divisions/corporations/filings/namingpolicy.asp.  If applicable, attach copy of Trade Name Certificate.  If applicable, attach a resolution adopting the fictitious name. The resolution must be approved by the board of directors and signed by the secretary. Certificate of Disclosure  Complete a certificate of disclosure and attach required information if necessary.  Affix signature(s) of duly authorized officer. The certificate must be signed within thirty (30) days of delivery to the Commission. Application for Authority  Indicate exact corporation name.  Use appropriate name ending such as: (“corporation,” “association,” “company,” “limited,” “incorporated”). Incorrect name ending will delay approval of your Application.  Indicate fictitious name adopted for use in Arizona, if the exact name is not available.  Indicate the state, province or country in which the corporation is incorporated.  Indicate the date of incorporation and the duration.  Indicate the address of the principal office in the state, province or country of incorporation.  Indicate the name and street address of the statutory agent in Arizona. If statutory agent has a P.O. Box, then they must also provide a physical street address/location.  Indicate the street address of the known place of business in Arizona. This address may be in care of the statutory agent.  If applicable, indicate the limitations of purpose.  Indicate the name(s) and business address(es) of the current directors and officers.  Indicate the number of shares of stock the corporation is authorized to issue.  Indicate the aggregate number of shares issued.  Briefly indicate the business the corporation plans to conduct.  Affix signature of statutory agent (acknowledge acceptance). Fees  Attach check for the filing fee of $175.00. Expedited service is available for an additional $35.00. Make check payable to the Arizona Corporation Commission. Copies  Attach a certified copy of the Articles of Incorporation, and of any amendments to the Articles, duly authenticated within 60 days of its delivery to the Commission by the official having custody of the records in the state, province or country of incorporation.  Attach a Certificate of Existence or Good Standing, authenticated within 60 days of its delivery to the Commission by the Official having custody of the records in the state, province or country of incorporation. CF:0024 Rev: 03/2010 Page 1 of 5 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com Publication  Within 60 days after the Commission has approved the filing, you must publish the Application for Authority in a newspaper of general circulation in the county of the known place of business in Arizona, for three consecutive publications. DO NOT PUBLISH UNTIL THE COMMISSION APPROVES THE FILING. A list of acceptable newspapers in each county will accompany the approval letter and is posted on the Commission website at: www.azcc.gov/Divisions/Corporations. The corporation or LLC may be subject to administrative dissolution if it fails to publish. You may file the affidavit of publication you will receive from the newspaper, but it is not necessary. NOTES FOR THE FUTURE: Annual Report The corporation is required to file an Annual Report with the Commission each year. You may receive a reminder notice to file your annual report, but even if you don’t, it is your responsibility to file by the deadline each year. You will have three options to file your annual report. Option 1: FILE ELECTRONICALLY online. http://starpas.azcc.gov Option 2: PRINT & MAIL THE ANNUAL REPORT (Download the form on line). Option 3: REQUEST THE ANNUAL REPORT FORM Mailed or faxed to you. Email a request to ARRequest@azcc.gov or call (602) 542-3285. Failure to file the annual report may subject the corporation to administrative dissolution or revocation. Amendments to Articles of Incorporation or Mergers The corporation must deliver to the Commission a certified copy of any amendments or restatements to its articles of incorporation – this includes merger documents, change of domicile, or any other change affecting the articles of incorporation – within 60 days of the effective date of the change. Failure to provide the copy will result in the assessment of a penalty of $100, pursuant to A.R.S. § 10-3122(D). Address Changes Corporations must notify the Commission within 60 days, in writing, if they change their corporate address, statutory agent, or the address for the statutory agent. Corporate address and statutory agent change orders must be signed by a duly authorized corporate officer. An order changing only the address for the statutory agent can be signed by either a duly authorized corporate officer or by the statutory agent, or both. Address changes submitted to the U.S. Postal Service are not sufficient – the change must be filed with the Commission. A statutory agent of record may resign by executing a statement of resignation and submitting a fee of $10.00. A newly-appointed statutory agent must sign a consent or acceptance agreeing to the appointment in order to replace an existing agent. Web Site A corporation may view its records on the Commission’s web site at: www.azcc.gov/divisions/corporations. Corporation Statutes The corporation should refer to Arizona Revised Statutes, Title 10 for statutes relating to corporations. The complete text of Title 10 is available at web site www.azleg.gov. CF:0024 Rev: 03/2010 Page 2 of 5 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com DO NOT PUBLISH THIS SECTION 1. The corporate name must contain a corporate ending which may be “corporation,” “association,” “company,” “limited,” “incorporated” or an abbreviation of any of these words. If you are the holder or assignee of a tradename or trademark, attach a Trade Name Certificate. If your name is not available for use in Arizona, you must adopt a fictitious name and provide a resolution adopting the name, which must be executed by the corporation Secretary. APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS IN ARIZONA Pursuant to A.R.S. Title 10, Chapter 15 and 38 The name of the corporation is: ___________________________________________. A(n) _________________________________Corporation (State, Province or Country) X We are a foreign corporation applying for authority to transact business in the state of Arizona. 1. The exact name of the foreign corporation is: ________________________________________________________________________ If the exact name of the foreign corporation is not available for use in this state, then the fictitious name adopted for use by the corporation in Arizona is: (FN). 2. The name of the state, province or country in which the foreign corporation is incorporated is: 3. You must provide the total duration in years for which your corporation was formed to endure. If perpetual succession, so indicate in this section. Do not leave blank, or state ‘not applicable’. . 3. The foreign corporation was incorporated on the day of , and the period of its duration is: . 4. The street address of the principal office of the foreign corporation in the state, province or country of its incorporation is: ___________________________________________________________ ___________________________________________________________ 5. The statutory agent must provide a street address. If statutory agent has a P.O. Box, then they must also provide a physical street address/ location. ___________________________________________________________ 5. The name and street address of the statutory agent for the foreign corporation in Arizona is: ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ CF:0024 Rev: 03/2010 Arizona Corporation Commission Corporations Division Page 3 of 5 American LegalNet, Inc. www.FormsWorkFlow.com DO NOT PUBLISH THIS SECTION 5a. The street address of the known place of business of the foreign corporation in Arizona IF DIFFERENT from the street address of the statutory agent is: ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ 5.b. Indicate to which address general correspondence can be mailed. 6. If the purpose of your corporation has any limitations please indicate. If not, state no limitations or leave blank. 5b Indicate the address to which general correspondence can be mailed. The address listed above in section 4______ or 5a________. 6. The purpose of the corporation is to engage in any and all lawful business in which corporations may engage in the state, province or country under whose law the foreign corporation is incorporated, with the following limitations if any: ___________________________________________________________ ___________________________________________________________ 7. The names and business addresses of the current directors and officers of the foreign corporation are: (Attach additional sheets if necessary.) Name: , [title] Address: ________________________________________________________________ City, State, Zip____________________________________________________________ Name: , [title] Address: ________________________________________________________________ City, State, Zip____________________________________________________________ Name: , [title] Address: ________________________________________________________________ City, State, Zip____________________________________________________________ 8. The total number 8. The foreign corporation is authorized to issue (Attach additional sheets if necessary.) shares, itemized as follows: of shares authorized (not issued) cannot shares of be blank or “Not no par value or par value of $ [class or series] stock at per share. Applicable.” Number must match Articles shares of of Incorporation in no par value or par value of $ [class or series] stock at per share. domicile state. shares of no par value or par value of $ CF:0024 Rev: 03/2010 Page 4 of 5 [class or series] stock at per share. Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com DO NOT PUBLISH THIS SECTION 9. The foreign corporation has issued ___________________ shares, itemized as follows: 9. The total number shares of of shares issued no par value or par value of $ [class or series] stock at per share. cannot be blank or “Not Applicable.” If shares of no shares have been [class or series] stock at no par value or par value of $ issued, put the word per share. “none” or “zero” or the number 0. shares of [class or series] stock at Include only shares no par value or par value of $ per share. actually issued in this section. The Application must be accompanied by the following: A Certificate of Disclosure, executed within 30 days of delivery to the Commission, by a duly authorized officer A certified copy of your articles of incorporation, all amendments and mergers (AZ Const. Art. XIV, § 8) and a certificate of existence or document of similar import duly authenticated (within 60 days) by the official having custody of corporate records in the state, province or country under whose laws the corporation is incorporated. 10. The character of business the foreign corporation initially intends to conduct in Arizona is: _______________________________________________________________________ Dated this ________________ day of ____________________________,____________. Executed by _______________________________________________________ Duly Authorized Officer or Director ______________________________________________________ [print name] [title] PHONE ______________________ FAX ___________________ [optional] [optional] ACCEPTANCE OF APPOINTMENT BY STATUTORY AGENT The undersigned hereby acknowledges and accepts the appointment as statutory agent of this corporation effective this _____________day of ___________________________,_______. _________________________________________________ Signature _________________________________________________ [Print Name] _____________________________________ [If signing on behalf of a company serving as statutory agent, print company name here] The agent must consent to the appointment by executing the consent. CF:0024 Rev: 03/2010 Arizona Corporation Commission Corporations Division Page 5 of 5 American LegalNet, Inc. www.FormsWorkFlow.com