Annual Report Requirements for AZ Corporations – Comply or be dissolved!

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Attention all Corporations – have you filed your annual report?  All Arizona corporations must file an annual report every year and provide the Corporation Commission with updated information about the corporation’s officers directors, share issuances, and certain disclosures related to officer and director conduct.  It also gives the corporation the opportunity to update its information, such as a new business address or a change in the company’s statutory agent.  It is generally due around the anniversary date of the company’s formation.

In the past, the Corporation Commission sent the corporation the annual report form to complete so the corporation had a reminder to prepare and file it.  Then, in an effort to cut costs, the Corporation Commission sent a courtesy post card to the corporation reminding them to file the annual report. Due to further budget cuts, the Corporation Commission stopped sending the note cards as of the end of last year.  When the Commission sent the note card last year, they included the following reminder:

The Arizona Corporation Commission has been mailing out reminder notices to file annual reports since October 2008.  Effective October 2009, The Commission will discontinue mailing out the annual report reminder notices.
The following options are available to file your annual report:

Option 1.  file electronically. website at http://starpas.azcc.gov

Option 2.  print & mail the annual report.   website at http://starpas.azcc.gov

Option 3 request the annual report form.  Have the annual report mailed or faxed to you. Contact us by e-mail at ARRequest@azcc.gov or call 602 542-3285

If the corporation does not file the annual report, the corporation will be administratively dissolved.  An administrative dissolution terminates the corporation’s existence and can subject the owners to personal liability for company obligations.  My office serves as the statutory agent for many companies.  As statutory agent, we have received a significant increase in the number of Notices of Administrative Dissolution, which is the notice that the Corporation Commission sends the statutory agent when the corporation is being dissolved for failure to file the corporation’s annual report.

I recommend that every corporation calendar the due date of the annual report and create reminders for the month leading up to the due date.  The corporation can easily file its annual report online through the Corporation Commissions e-file system – see Option 1 above.  The corporation will be charged a $45 filing fee for the annual report and a late fee of $9 per month for each month after the due date until such time as the report is filed.

I recently contacted the supervisor of the Corporation Commission’s Annual Reports section and she informed me they are working on the current system and with the upgrade, the Commission will be able to e-mail reminders to companies.  Look for this upgrade next year.

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