Arizona Annual Report: LLCs Do Not File One, Corporations Pay $45 (Due Dates and Penalties)
Arizona Annual Report: LLCs Do Not File One, Corporations Pay $45 (Due Dates and Penalties)
The short answer: if your Arizona business is a limited liability company (LLC), you do not file an annual report. If it is a for-profit corporation, you do, every year, and the regular fee is $45. The Arizona annual report is filed with the Arizona Corporation Commission (the Commission), and the due date falls in your corporation's anniversary month. Miss it and penalties start adding up, and ignoring the delinquency notices can end with the corporation administratively dissolved.
This guide covers who has to file, the Arizona annual report due date, fees, late penalties, reinstatement, and the other Arizona filings people often confuse with the annual report.
This article is informational content, not legal or tax advice. Confirm current fees, deadlines and rules with the Arizona Corporation Commission, and talk with a qualified attorney or CPA about your situation before you act on anything here.
Who Files an Arizona Annual Report
The Commission's Business Services FAQ states that LLCs are not required to file annual reports and that only corporations must file them. That makes the Arizona LLC annual report question simple: you file nothing with the Commission each year, and Arizona levies no LLC franchise tax and no annual report fee. There is no recurring state filing cost to keep an LLC in good standing.
Corporations are different. Every for-profit corporation must file an annual report, and it is the one recurring Commission filing a corporation cannot skip. Nonprofit corporations and benefit corporations also file, on their own fee schedule.
| Entity type | Annual report required | Regular fee | Expedited fee | Late penalty |
|---|---|---|---|---|
| LLC | No | $0 | Not applicable | Not applicable |
| For-profit corporation | Yes, every year | $45 | $80 | $9 per month |
| Nonprofit corporation | Yes, every year | $10 | $45 | None |
| Benefit corporation | Yes, plus Annual Benefit Report | Annual report fee plus $10 for the benefit report | Confirm with the Commission | Confirm with the Commission |
The $80 expedited figure for a for-profit corporation comes from the Commission's corporation fee schedule. Confirm current amounts on the Commission's corporations page before you file, because fee schedules change.
Arizona Annual Report Due Date
Under A.R.S. 10-1622, a corporation files its annual report each year in its anniversary month, on the date the Commission assigns. Your anniversary month is tied to the date your corporation was formed, but the exact filing date is the one the Commission assigned to your entity. Confirm that date before the month arrives instead of working backward from the formation paperwork.
The Arizona Business Center offers annual report reminders, which are a helpful convenience. The deadline is still yours, though. A missed reminder does not stop the penalty clock, so calendar the assigned date yourself and treat the reminder as a backup.
If you need more time, a corporation may request a written extension of up to six months. The request must be filed on or before the due date, and the $45 annual fee is due with the request. An extension moves the deadline; it does not waive the fee.
Late Penalties and Administrative Dissolution
A for-profit corporation that files late owes a late penalty of $9 per month. The penalty is the small part of the problem. The bigger risk is the enforcement sequence that follows:
- Due date passes. The late penalty begins at $9 per month.
- Delinquency notices. The Commission sends notices, roughly 60 days apart.
- Administrative dissolution. After the notices go unanswered, the Commission administratively dissolves the corporation.
Reinstatement is possible, but it is not free. Reinstating a dissolved corporation costs $100 when it happens within six years, plus all overdue fees. Waiting costs more than filing on time. If your corporation has already been dissolved, ask an attorney how the dissolution affects contracts, bank accounts, property and your personal liability protection before you assume a simple reinstatement fixes everything.
Nonprofit corporations pay a lower regular fee of $10 and carry no late penalty. That difference does not make a nonprofit exempt from the dissolution process, so file on time either way.
LLCs: No Annual Report, But Keep Your Filings Current
An Arizona LLC has no annual report, but it has ongoing obligations with the Commission. The statutory agent is the critical one. The agent accepts service of process and receives official notices from the Commission, and the LLC must keep a statutory agent with a valid address on record at all times. A lapse can lead to administrative dissolution under A.R.S. 29-3708.
When the statutory agent or the principal address changes, the LLC files a statement of change. Changing the statutory agent or principal address costs $5 for an LLC. The statement of change is a per-event filing, not an annual one, so an LLC with no changes files nothing each year.
Corporate Tax Filings Are Separate From the Annual Report
The Commission annual report is not a tax return. Arizona taxes corporate income separately. A corporation pays corporate income tax of 4.9 percent of net income or $50, whichever is greater, under A.R.S. 43-1111. Arizona has no corporate franchise tax based on net worth. An LLC that elects corporate treatment pays that same corporate income tax.
An LLC that stays pass-through does not pay that corporate rate. Its income passes through to the members, who pay Arizona's flat 2.5 percent individual income tax on their Arizona taxable income. Your entity election and your tax position should be confirmed with a CPA, because the right choice depends on your numbers.
Other Arizona Filings People Confuse With the Annual Report
New owners often assume the annual report covers everything. It does not. These are separate obligations:
- No general state business license. Arizona issues no single statewide business license. Most businesses need a Transaction Privilege Tax (TPT) license from the Department of Revenue, which is a tax license rather than a general business license. It costs $12 per location and is required for retail sales and other taxable business classifications. Apply through the Department of Revenue TPT license page.
- City and town licenses. Many cities require their own business license or TPT license on top of the state license. Counties issue no general business license, so check with the city or town where you operate.
- Trade name registration. A trade name (a name you do business under that differs from your entity name) is registered with the Secretary of State's Business Services Division. Registration is optional. It is separate from the Commission filing, which covers LLC and corporation documents. See azsos.gov trade name information for current steps and fees.
- Contractor licensing. The Registrar of Contractors licenses contractors. If your business performs contracting work, contact the Registrar directly to confirm what you need.
- LLC publication. Arizona requires an LLC to publish notice unless its statutory agent's county is Maricopa or Pima. Confirm whether the requirement applies to your LLC, and the details of how to comply, with the Commission.
Arizona Annual Report Checklist
- Confirm your entity type. If you are an LLC, you file no annual report. Stop here, but keep your statutory agent current.
- Find your assigned due date. For corporations, confirm the date the Commission assigned in your anniversary month. Look up your entity record on the Arizona Corporation Commission business search.
- File through the Arizona Business Center. Use the Arizona Business Center online portal. The regular fee is $45 for a for-profit corporation. Pay $80 if you need expedited handling.
- Request an extension only in writing and only on time. The request must be filed on or before the due date, and the $45 fee is due with it.
- If you file late, expect penalties. The for-profit late penalty is $9 per month. Respond promptly to delinquency notices to avoid administrative dissolution.
- Keep the statutory agent and address current. For LLCs and corporations alike, a change requires a statement of change, which costs $5 for an LLC.
For the Commission's current corporation forms, fees and processing details, start at the Arizona Corporation Commission Corporations Division page. Fees and deadlines on that page control over any older figure you find elsewhere.
When to Get Professional Help
Most single-owner LLCs can handle the annual report question with the checklist above. Get professional help when your situation is more complicated: a corporation that has already missed filings, a corporation or LLC facing dissolution, a benefit corporation with additional reporting, an LLC choosing between pass-through and corporate tax treatment, or any entity with multiple owners or a contracting license. An attorney can advise on dissolution and reinstatement, and a CPA can advise on the tax side. This article explains how the Arizona system works, but it cannot evaluate your specific facts.