Arizona Corporation Commission Announces Policies to Prevent Business Filing Fraud

The Arizona Corporation Commission (the “ACC”) recently voted to adopt new policies intended to deter fraudulent business filings and to help protect business owners. This post briefly summarizes the ACC Corporations Division’s notice that announces the new policies. A complete copy of the notice is included below. For all in-person (over-the-counter) filings at the ACC, these policies become effective on June 16, 2025. For electronic, fax, or filings by mail, Policies 1 and 2 will be implemented with the launch of the ACC’s new filing system later this year. Policy 4 becomes effective on June 16, 2025, for both in-person filings and electronic, fax, and mail filings. Policy 3, which does not involve a filing, will be implemented with the new online filing system.

The four new policies are summarized as follows:

Policy 1: Two Forms of Identification. Policy 1 requires that two forms of identification be presented when filing at the ACC Corporations Division. See below for the types of acceptable primary and secondary forms of identification. Policy 1 is effective June 16, 2025, for in-person filing. For electronic, fax, and mail filings, Policy 1 will be implemented with the launch of the new filing system later this year.

Policy 2: Signing Authority Form. This policy allows LLCs the option to use a Signing Authority Form to designate individuals or entities, other than existing members or managers, who are authorized to sign ACC filings on behalf of an LLC. Policy 2 is effective June 16, 2025, for in-person filing. For electronic, fax, and mail filings, this policy will be implemented with the launch of the new filing system later this year.

Policy 3: Verification LLC Is Active and Conducting Business. Policy 3 establishes a procedure requiring verification that an LLC is active and conducting business if it has not filed anything with the ACC within the past two years. Notices to affected LLCs will be sent out each January. If the LLC does not respond within 60 days, the Corporations Division will begin the process to administratively dissolve the LLC. The ACC may send a copy of the notice to the LLC’s statutory agent, and the statutory agent will need to inform the appropriate member/ manager of the LLC upon receipt of a notice. This policy will be implemented with the new filing system to be launched later this year. LLCs and statutory agents could begin receiving notices in January 2026.

Policy 4: Corporate Annual Report and Certificate of Disclosure Forms. This policy allows corporations to file Annual Report and Certificate of Disclosure forms that are created by the corporation if the form meets the statutory requirements and is filed with a “Guidance Worksheet.” The Guidance Worksheet is intended to ensure that the statutory requirements are met. Corporations may still use forms provided by the ACC. This policy becomes effective on June 16, 2025, for both in-person and electronic, fax, and mail filings.

If you need assistance with forming a business entity, filing a change or report, or another business-law matter, please contact our office at (480) 997-2951 or through our contact form.

THE FOLLOWING IS A COPY OF THE ACC’S NOTICE

ANNOUNCING ITS NEW POLICIES

ACC Corporations Division Announces New Policies Aimed at Preventing Business Filing Fraud

The Arizona Corporation Commission voted unanimously on May 8, 2025 to implement policies to help deter business fraud and to help protect business owners from unauthorized filings. The Commission voted to the implement the following policies:

• Policy 1: Requiring two forms of ID when filing on behalf of a business.

• Policy 2: Signing Authority Form, which allows LLC owners to designate who specifically can sign on behalf of their business.

• Policy 3: LLC Attestation of Existence, which requires LLCs to periodically attest to their continued existence and activity.

• Policy 4: The public can file Annual Reports and Certificates of Disclosure using their own forms, provided they meet statutory requirements.

While continuing to refine and streamline processes to make it easier for entrepreneurs and business owners to register and file on behalf of their businesses, the Corporations Division has identified specific and limited policies that would be most impactful in improving overall customer experience while helping to deter fraudulent filings, in the least intrusive and burdensome ways.

Policy 1: Two Forms of ID

Customers will need to present two forms of ID when filing. From the prescribed lists below, customers can present one Primary Form and one Secondary Form, or two Primary Forms of ID to satisfy this requirement:

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

8. Tribal ID

Secondary Forms of ID

1. W-2 Form

2. Birth certificate

3. Voter Registration Card

4. Fingerprint Clearance Card

5. Health Insurance Card

6. Paystub

Service company and law firm “runners” will have a different procedure for verifying their identity.

Policy 1 Effect Dates:

• In-person filings: June 16, 2025

• Online, fax, and mail filings: TBD (in conjunction with the Corporations Division’s new online filing system scheduled to launch later this year).

Policy 2: LLC Signing Authority Form

To help ensure proper signing authorization, LLCs have the option to complete a Signing Authority Form. A Signing Authority Form can only be completed by an existing and registered member or manager of an LLC. Existing LLCs may only complete a Signing Authority Form in-person, with appropriate identification, in the presence of ACC staff. Once completed, the Signing Authority Form will be retained and validated against all subsequent business filings.

The Signing Authority Form is solely for the purpose of designating who, outside of existing members or managers, can sign on behalf of a business. The form cannot be used to limit any ability of a member or manager to sign on behalf of the business.

Policy 2 Effect Dates:

• In-person: June 16, 2025

• Online: TBD (in conjunction with the Corporations Division’s new online filing system scheduled to launch later this year).

Policy 3: Attestation of Existence for LLCs

Each January, the Corporations Division will identify and send electronic notice to LLCs that have not filed any documentation with the ACC in 2 years. The electronic notice will be sent to the LLC’s statutory agent and/or business owner, requesting an electronic response to verify that the LLC continues to actively exist and conduct business. The response will only require the action of clicking a respond button through the online portal. If a response is not received by the LLC within 60 days, the Corporations Division will commence the administrative dissolution process on the grounds that the LLC’s statutory agent and/or principal address have not been kept current. The LLC’s status will change to “pending inactive” until the completion of the 120-day administrative dissolution process.

Policy 3 Effect Date:

Online: TBD (in conjunction with the Corporations Division’s new online filing system scheduled to launch later this year).

Policy 4: Filers May Use Their Own Annual Report and Certificate of Disclosure Forms

Corporations may use their own Annual Report and Certificate of Disclosure forms, provided they meet the statutory requirements and are accompanied by the ACC’S Guidance Worksheet. The Guidance Worksheet is designed to ensure that self-drafted Annual Report and Certificate of Disclosure forms include all statutory requirements. If the Guidance Worksheet is not completed and filed with the self-drafted Annual Report and Certificate of Disclosure forms, the filing(s) will be rejected. As an alternative, filers will continue to have the option to use the ACC’s Annual Report and Certificate of Disclosure forms.

Policy 4 Effect Date:

• In-person: June 16, 2025

• Online, fax, and mail: June 16, 2025

These policies are designed improve the customer experience and to help protect business owners from fraudulent filings. The Arizona Corporation Commission and the Corporations Division will continue to strive to enhance the customer experience and the security of business filings.

For questions, please contact the Corporations Division at:

Email:  answers.azcc.gov

Call Center:  (602) 542-3026

Toll Free In-State Only:  1 (800) 345-5819