Q: Can you transfer my business from California to Arizona?
Thank you to a customer for this question! We’d be happy to help you move your business to Arizona. In general, there are a few ways to move your business from one state to another. For one thing, you could dissolve your corporation in its state of domicile (in this case California) then form it anew in Arizona. But the most efficient way to transfer your business to a new state is a process called domestication.
In order to domesticate your business to a new state, both states (the one you’re moving from, and the one you’re moving to) must legally recognize the process of domestication. Since Arizona does recognize corporate domestication, we’ll cover that process in this guide. But we’ll also look at some options for moving your corporation to Arizona without domestication, because—if you live in a state like New York, which does not recognize corporate domestication outside the state—you’ll need another method for getting your business to Arizona.
Here are three options to consider:
1. Corporate Domestication in Arizona
Domestication is the state-assisted process of moving a business from the state in which it’s currently formed to a new state, like Arizona. If you domesticate your corporation to Arizona, this means that Arizona becomes your state of domicile, and if you do business in any other state you’ll have to apply for foreign registration. To become a corporation domesticated in Arizona, you’ll have to submit to the Arizona Corporation Commission:
Your application must also include an Arizona Corporation Commission Cover Sheet. This just indicates whether or not you’d like expedited process, and how you’d like to pay.
What should I include in the statement of domestication for my corporation?
Your Arizona Statement of Domestication must comply with AZ Rev Stat § 29-2505, and include the following:
- Current name of corporation
- Current state of domicile
- Entity type (i.e. corporation)
- Original date of incorporation
- Name of corporation in Arizona
- Jurisdiction of organization (i.e. Arizona)
- Domesticated entity type (i.e. Arizona corporation)
- Statement of approval of domestication from your current state of domicile
- Effective date (if not immediately, but must be within 90 days of filing)
- Signature from an officer or the Chairman of the Board of Directors
Note that your statement of domestication must be filed both in your current state of domicile, as well as in Arizona.
How much does it cost to domesticate a corporation to Arizona?
It will cost a minimum of $160 to domesticate your corporation to Arizona ($100 for your statement of domestication and $60 for your articles of incorporation). If you choose to pay for expedited processing, you’ll have to add one of the following fees:
- $35 (general expedited processing)
- $100 (next day service)
- $200 (same day service)
- $400 (two-hour service)
Where should I file domestication paperwork for my corporation in Arizona?
You can file your statement of domestication along with your articles of incorporation with the Arizona Corporation Commission (ACC). This can be done online, by mail or in person.
Online: ACC eCorp
By Mail or In Person:
Arizona Corporation Commission
Corporations Division – Examination Section
1300 W. Washington St.
Phoenix, Arizona 85007
2. Form a New Arizona Corporation
Forming a new Arizona Corporation in and of itself is pretty simple. However, when moving your business to Arizona from another state, you’ll also need to dissolve the entity you’d formed in your previous state, and go through a process called winding up. Winding up is basically tying up loose ends: liquidating assets, paying off loans, filing a last annual report and taking care of any outstanding fees you may owe the state.
Depending on the scope and scale of your corporation, winding up can be time-consuming and costly. However, it may be necessary if you plan to move corporate headquarters out of a state that doesn’t recognize corporate domestication.
How much does it cost to form a new Arizona Corporation?
The filing fee for forming an Arizona corporation is $60. If you want to pay for expedited service, it’ll be $95.
3. Apply for Foreign Registration in Arizona
Foreign registration is necessary for any business formed in one jurisdiction (like California) and planning to do business in another (like Arizona). Though registering a foreign corporation in Arizona doesn’t actually move your business there, this is one option to consider—especially if you’ll continue to do business in your current state.
When you foreign register a business, you’ll have to keep your registration up-to-date in its state of formation. This could be convenient if you’re still conducting business there. But it’ll probably be a nuisance if you plan to set up shop and do business exclusively in Arizona.
Do I have to file an Arizona Annual Report if I’m registered as a foreign corporation?
Yes. Foreign corporations are just like domestic entities in this regard: you’ll have to file an Arizona Annual Report and pay the associated fee of $45.
If you’re unsure how to proceed, it might be a good idea to consult with a business attorney to find out what course of action is best for your business.