Arizona Revised Statute §10-1501

Arizona Revised Statute §10-1501 provides that a foreign corporation shall not transact business in the state until it is granted authority to do so by the state. The statutes are silent as to the meaning of “transact business” but they do provide a list of activities that are NOT considered the transaction of business. What is certain is that the following are not considered transacting business in Arizona:
1) maintaining or defending a lawsuit;
2) holding meetings of the board of directors or shareholders;
3) maintaining bank accounts;
4) maintaining an office for the management of an entity’s own securities;
5) selling through independent contractors;
6) soliciting or obtaining orders that require acceptance outside of the state before they become contracts;
7) creating or acquiring indebtedness in real or personal property;
8) securing or collecting debts;
9) owning, without more, real or personal property;
10) conducting an isolated transaction completed within 30 days;
11) transacting interstate commerce; or
12) being a limited partner or member of an llc.

Arizona provides instructions for any foreign corporation seeking to apply for authorization to operate within Arizona but specifically declines the opportunity to clarify what it means to “transact business” within the state.

Wayfair Nexus

Wayfair Nexus: $100,000 in sales within the state in a previous or current year.


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