Gottlieb Law, PLC provides this article for informational purposes only. Nothing herein creates an attorney–client relationship. Do not act or rely on this information without consulting qualified legal counsel. Laws change frequently, and only a licensed attorney can provide advice specific to your circumstances.
Arizona’s New Business Filing Rules Aim to Prevent LLC Fraud
Real estate transactions in Arizona move fast, but until now, the state’s business filing system hasn’t kept pace. Following a surge in fraudulent LLC filings and ownership disputes, the Arizona Corporation Commission (ACC) has rolled out new 2025 rules that reshape how LLCs are formed, managed, and verified.
In recent years, bad actors have hijacked legitimate LLCs — sometimes by submitting a simple fraudulent filing. Because the ACC traditionally functioned as a ministerial office (accepting documents without verifying accuracy), it became a target for identity theft, impersonation, and unauthorized ownership changes. Many of those affected owned high-value real estate.
The fallout has been significant: failed escrows, delayed closings, and lenders backing out of deals due to uncertainty over ownership. After extensive investigative reporting and pressure from business and real estate stakeholders, the ACC implemented sweeping 2025 reforms designed to strengthen Arizona’s business registry and reduce fraud.
What the ACC Actually Changed in 2025
Two Forms of ID Now Required for In-Person Business Filings
Beginning June 16, 2025, the ACC requires anyone filing in person on behalf of a business—whether for formation, amendment, or other entity record changes—to present two valid forms of identification. This applies to all in-person business filings handled through the Corporations Division. These can be either two primary IDs (for example, a state-issued driver’s license and a passport) or one primary and one secondary form (such as a pay stub, voter registration card, or health-insurance card).
Approved law firm couriers and professional filing services are subject to separate ID verification procedures authorized by the ACC.
Remote ID verification will also be required once the Commission’s new online filing system launches later in 2025. According to draft ACC guidance, the remote process will likely involve secure upload of identification documents and live-photo or video confirmation checks to authenticate the filer’s identity. For more details, refer to the ACC’s official announcement of the new policies to prevent business fraud in Arizona.
New Signing-Authority Form for LLCs
The ACC now permits current members or managers of an LLC to file an optional Signing-Authority Form. This document identifies non-members who are pre-authorized to file on the LLC’s behalf—such as attorneys, accountants, or trusted administrative staff.
Importantly, filing this form is entirely optional and does not alter or override the statutory authority of existing members or managers. It simply provides the ACC with a record against which to verify filings, reducing the risk of fraudulent or mistaken submissions by unauthorized third parties.
Dormant LLCs Face Administrative Dissolution
If an LLC has no filings for two consecutive years, the ACC will email the entity’s statutory agent each January requesting a simple attestation of existence.
If no response is received within 60 days, the LLC’s status will shift to “Pending Inactive.” This status does not immediately dissolve the company, but it signals the entity is at risk. If no corrective action is taken within the following 120 days, administrative dissolution will occur. Reinstatement after dissolution may require additional filings and fees.
This attestation process will begin once the ACC’s new online filing portal is live, with the first batch of notices expected as early as January 2026, depending on the rollout of the ACC’s new online filing portal. Now is the time to confirm that your statutory-agent email address and LLC contact information are accurate and up to date.
Custom Corporate Forms Now Allowed
Arizona corporations may now submit customized versions of their Annual Reports or Certificates of Disclosure, provided each filing includes the Arizona Corporation Commission’s official Guidance Worksheet.
Filings that omit the worksheet will be rejected.
This policy gives corporate filers more flexibility in documenting disclosures, but it also raises the stakes for accuracy. Even when using custom formats, corporate filers must still meet all statutory disclosure requirements under the Arizona corporate code. Missing required content or formatting could result in rejection or delayed approval. Any formatting or statutory-content errors could delay acceptance or approval, which may in turn impact pending transactions.
Practical Implications for Arizona Real-Estate Entities
These updates aren’t theoretical. For real-estate entities that use LLCs to hold or manage property, the 2025 ACC reforms have direct operational consequences.
- Title and lending impacts: Expect title companies and lenders to scrutinize ACC records more closely. If your authorized signer isn’t on file—or your entity shows as “Pending Inactive”—your closing could be delayed or even denied.
- Email and agent accuracy: The ACC’s attestation-of-existence notices are sent by email to each statutory agent. If that message goes unnoticed, your entity could move toward administrative dissolution, disrupting active deals.
- Internal safeguards still matter: Even with these reforms, the ACC cannot prevent filings submitted by a legitimate member or manager, even if they are unauthorized internally. Your operating agreement and internal controls remain your first line of defense against mistaken or improper filings.
Risk-Management Playbook for Arizona Real-Estate Owners
The Arizona Corporation Commission’s 2025 reforms introduce new verification and recordkeeping requirements that every real-estate owner or investor should understand. Here’s how to stay protected and keep transactions running smoothly:
1. File the Signing-Authority Form Now
Designate a short, trusted list of individuals—such as your attorney, senior executives, or long-term administrative staff—to file on your behalf. Update the list whenever personnel or representation changes.
This helps prevent unauthorized or mistaken filings by third parties, vendors, or individuals misrepresenting authority.
2. Use In-Person Filings for Key Changes
Until the ACC’s remote ID verification system is live, in-person filings remain the most secure option. Bring valid identification, and ensure that your agent, courier, or runner understands the new two-ID requirement.
3. Build Dual-Approval Into Your Operating Agreement
Adopt a two-signer rule for sensitive actions—such as appointing a new statutory agent, transferring membership interests, or amending ownership records.
Dual approvals can prevent internal disputes and reduce exposure to unauthorized filings that could compromise control of the entity.
4. Monitor Your ACC Entity Records
Set up notifications through the ACC’s online portal or a reputable third-party monitoring service. Immediate alerts can help you detect and respond quickly to unexpected or unauthorized changes in your LLC records.
5. Align Title and Banking Signatures
Ensure your title company, escrow officer, and financial institutions have up-to-date signer information that matches what’s on file with the ACC. Mismatched records can stall or void transactions at critical stages of closing.
Special Situations Requiring Extra Attention
Certain ownership structures and investment models involve higher complexity under the new ACC policies:
- Portfolio or Series LLC structures
- Joint ventures with rotating or third-party managers
- Dormant or distressed holding companies
- Foreign-owned or out-of-state LLCs relying on service providers
Each of these situations presents unique legal and operational challenges.
Closing Table Checklist
To avoid surprises during your next real estate transaction, consider including these items in your closing documents:
- A representation that the signer has authority under the Arizona Corporation Commission’s Signing Authority Form, if one is on file.
- A condition confirming that the LLC is not marked as “Pending Inactive” or scheduled for administrative dissolution.
- A post-closing calendar with annual reminders for updating statutory-agent information and reporting member or manager changes.
What to Watch for Next
The June 2025 ACC reforms are only the beginning. The Commission’s new online portal will introduce additional features, including:
- Digital ID verification for remote filings, and
- Automated alerts for dormant-entity status changes.
Stay alert for possible updates or procedural adjustments. Earlier this year, the ACC also discussed potential pre-registration checks and other gatekeeping measures for new entities—topics that may resurface as the new system evolves.
You can check the ACC’s notices page for updates, or let us track it for you and flag anything that affects your business.
How Gottlieb Law Helps Real Estate Clients in Arizona
Gottlieb Law works closely with real estate investors, developers, and sponsors to form and maintain compliant LLCs in Arizona. Our team provides:
- LLC setup, planning, and documentation
- Signing Authority form preparation and filing
- Operating agreement updates for dual-control mechanisms
- Deal diligence and clean-up services for transactions
- Litigation support for disputed or fraudulent filings
Whether you’re just starting your entity or need to untangle an existing issue, our legal team is here to help.
Talk to Experienced Attorney Near You Before Your Next Filing
Arizona’s new rules are here to stay and your filings need to be airtight. Don’t wait until a title issue, lender concern, or administrative error throws your deal off track.
Let our knowledgeable attorneys review your entity structure, recommend best practices, and help you file correctly under the 2025 ACC rules.
Call Gottlieb Law today at 602-899-8188 or use our Contact Us page here to schedule your initial consultation.
Gottlieb Law, PLC provides this article for informational purposes only. Nothing herein creates an attorney-client relationship. Do not take action based on this article without consulting qualified legal counsel. Laws change, and only a licensed attorney can provide advice tailored to your specific situation.