Legal Alert: New Arizona Corporation Commission Filing Requirements

By: Timothy Forsman, Christopher Raddatz, & Jacqueline Marzocca.

The Arizona Corporation Commission (the “ACC”) voted unanimously last month to implement the following new policies:

The ACC will now require two forms of ID when filing on behalf of a business – customers may present either (a) one Primary Form of ID and one Secondary Form of ID; or (b) two Primary Forms of ID. Primary and Secondary Forms of ID are listed below:

a. Primary Forms of ID:

1. State-issued driver’s license;
2. State-issued photo ID;
3. Real ID;
4. Passport or Passport Card;
5. Permanent Resident Card;
6. Employment Authorization Document with photo;
7. U.S. Military ID; or
8. Tribal ID.

b. Secondary Forms of ID:

1. W-2 Form;
2. Birth Certificate;
3. Voter Registration Card;
4. Fingerprint Clearance Card;
5. Health Insurance Card; or
6. Paystub.

c. Service companies and law firms’ “runners” will have a different procedure for verifying their identities.

Limited Liability Companies:

• Limited liability companies (LLCs), but not corporations, will now have the option to complete a Signing Authority Form, which will designate who, outside of existing members and managers, can sign on behalf of the business. However, existing LLCs may only complete the Signing Authority Form in person in the presence of ACC staff.
• Beginning later this year, the ACC will begin sending attestations of continued existence to LLCs that have not filed any documentation with the ACC for two years. The ACC will send an electronic notice to the company’s statutory agent and/or business owner and will require the statutory agent or business owner to respond to the notice within 60 days. If the statutory agent or business owner does not respond to the notice within the requisite time frame, the ACC will change the company’s status to “pending inactive” and begin the administrative dissolution process. Thus, LLCs should ensure that their statutory agent and business owner information is updated to avoid any risk of administrative dissolution. Companies must also respond in a timely manner to the ACC’s attestation notice requests to avoid administrative dissolution.

Corporations:

• Rather than use the ACC’s prescribed Annual Report and Certificate of Disclosure forms, a corporate filer may use their own forms if they meet statutory requirements and include the ACC’s guidance worksheet. However, corporations may also continue to use the ACC’s forms.

For more information, please review the Arizona Corporation Commission’s consumer alert.

If you have questions about how these changes will affect your business, please contact Timothy Forsman or Christopher Raddatz in the Corporate & Finance Practice Group at Gammage & Burnham.

The commentary and information provided in this alert is for the general education and knowledge of our subscribers. The contents hereof are not intended to be, and should not be used as, the sole source of information when addressing a legal matter, and this alert should not be substituted for advice from a licensed attorney familiar with the facts and circumstances of your particular situation. Readers should be aware that the laws of each jurisdiction are different and are changed frequently. This alert and the contents hereof are not intended to create, and receipt of this alert or any portion hereof does not constitute, an attorney-client relationship. If you have questions regarding a legal matter, you should consult with the authors of this publication, another Gammage & Burnham member, or other competent legal counsel.