Form a Foreign LLC in Arkansas – Application for Certificate of Registration of Foreign Limited Liability Company (Form FL-01)

The Arkansas Application for Certificate of Registration of Foreign Limited Liability Company (Form FL-01) submission to the Arkansas Secretary of State is a vital part of the process a foreign Limited Liability Company must successfully complete in order to legally operate as such in the State of Arkansas. A foreign Limited Liability Company is defined as a Limited Liability Company that has been formed, and currently operates, outside of the State of Arkansas. That is, while a foreign Limited Liability Company has been approved to operate as such in its home state, it must still apply and register itself in the State of Arkansas to be in compliance with Arkansas Code Annotated § 4-32-1002 and Arkansas Act 1003 of 1993. This will require certain pieces of information to be submitted using this application as well as a Certificate of Good Standing (or in some states, Certificate of Fact) that bears a date within 30 days of the Application Date.

You may submit the Arkansas Application for Certificate of Registration of Foreign Limited Liability Company (Form FL-01) either by mail or online. If you choose to submit a paper copy, you will need to supply a payment of the $300.00 Application Fee. However submitting this application online will only require a $270.00 Application Fee. You may apply online by going to the Arkansas Secretary of State website here: https://www.ark.org/sos/corpfilings/index.php?form_id=40 to submit an application or you may apply by paper by sending the application to Arkansas Secretary of State, 1401 W. Capitol, Suite 250, Little Rock, AR 72201. You may pay the Application Fee by credit card when filing online but if filing by paper, make sure to include a check payable to Arkansas Secretary of State for the appropriate Application Fee.

How to Form Online

Step 1 – Go to the Arkansas Secretary of State Online Filing page here: https://www.ark.org/sos/corpfilings/index.php?form_id=40.

Step 2 – Locate the heading “Foreign LLC.” Below this, select the link labeled “App. for Certificate of Registration of For. LLC – FL-01.” This will generate a button labeled “Start Form.” Select this button.

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Step 3 – Read the Notice. You must make sure documents such as the Certificate of Existence and any Professional Licenses/Certificates required by the Arkansas Secretary of State is delivered in a timely manner or this application and its nonrefundable fee will be denied or voided. You may contact the Corporations Division directly at 501.682.3409. You may email the documents to corprequest@sos.arkansas.gov or fax them to 501.682.3437.

Step 4 – In the heading labeled “Filing Act,” the drop down list provided should display the default applicable Arkansas Act (1003 of 1993) for a foreign Limited Liability Company wishing to apply for an Arkansas Certificate of Organization.

Step 5 – In the next area, locate the text box labeled “Corporation Name.” Enter the Full Name of the Foreign Limited Liability Company. Note: This must be compliant with Act 1003 of 1993. If this Name is unavailable in the State of Arkansas, then enter the Fictitious Name the foreign Limited Liability Company will operate under in the field labeled “Designated Name To Be Used in Arkansas.”

Step 6 – Using the drop down list in the “Country of Incorporation” field, make sure the appropriate Country where the foreign Limited Liability Company was formed. Then enter the Date the foreign Limited Liability Company was approved to act as such in its parent jurisdiction in the field labeled “Date Organized.” If there is a Date its existence is set to terminate, enter it in the “Termination Date” field.

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Step 7 – In the “Registered Agent” section, it will be time to define the Individual or Business who has consented to act as the foreign Limited Liability Company’s Arkansas Registered Agent. You may Identify the Arkansas Registered Agent by entering either a Business Name or an Individual Name’s in the “First Name,” “Middle Name,” and “Last Name” fields.

Step 8 – In the fields labeled “Address 1,” “Address 2,” “Zip,” “City,” “State,” and “Country” enter the appropriate information to define the Physical Address of the Arkansas Registered Agent. Note the State field has been auto populated with “Arkansas.” This is because the Arkansas Registered Agent must have a Registered Office physically located in the State of Arkansas. Do not fill in a P.O. Box in this section. Below, you may enter the Arkansas Registered Agent’s Phone Number and Email Address in the appropriately labeled fields.

Step – 9 Locate the “Foreign Contact” section. Here, you will need to report the Full Address of the Contact Person who the State of Arkansas may correspond with for this entity. In many cases, this is the Principal Office. Here, you may only fill out the Name of a Business Entity or an Individual for this section, but not both. Enter the Name of a Business in the field labeled “Entity Name” or the Full Name of an individual who shall act as a Foreign Contact using the “First Name,” “Middle Name,” “Last Name,” and “Suffix” fields.

Step 10 – Use the “Address 1,” “Address 2,” “City,” “State,” “Zip,” and “Country” fields in the “Foreign Contact” Section to report the Full Address and Country where the Principal Office or Foreign Contact is located.

Step 11 – Next, in the “Foreign Contact” section, report the Phone Number and Email Address where the Foreign Contact may be reliably reached.

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Step 12 – In the section labeled “Officers,” you must list the authorities of the foreign Limited Liability Company. Those with titles such as “Incorporator/Organizer,” “Manager,” “Member,” “Managing Member,” etc. will need to be reported here. The first step will be to report the Identity by entering the Name of either a Business Entity or Individual who holds the Title position being reported. Do this utilizing either the “Business Name” and “Title” fields or the “First Name,” “Middle Name,” “Last Name,” “Suffix,” and “Title” fields.

Step 13 – You must report the Address of the individual or entity being reported in the “Officers” section. You may use the “Address 1,” “Address 2,” “City,” “State,” “Zip,” and “Country” fields. When this is done, select the button labeled “Save Officer.” This will give you the opportunity to save this information (it can be viewed for review) and enter the next Title holding party.

Step 17 – In the section labeled “Submitter Contact Information,” the Identity and Address of the party submitting the information on this form. This may be a business or an individual. If this form is being submitted by a business then enter this Business’s Name in the field labeled “Entity Name.” If the Submitter of this form is an individual, then report the Full Name of the Submitter in the “First Name,” “Middle Name,” “Last Name,” and “Suffix” fields. The Submitter’s Identity may be defined as an entity or an individual but not both.

Step 18 – Next, use the “Address 1,” and if more room is required, the “Address 2” field to report the Building Number, Street, and any applicable Unit Number in the Submitter’s Address. Follow this by reporting the City, State, Zip Code, and Country constituting the Submitter’s Address in the appropriate fields. Finally, you must report the Phone Number and Email Address of the Submitter in the “Phone Number” and “Email Address” fields.

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Step 19 – In the section labeled “Annual Report Contact Information,” the party who will receive the foreign Limited Liability Company’s Arkansas Annual Tax Reporting Form. This must contain the Name of a Business in the field labeled “Entity Name” or the Name of an Individual across the fields labeled “First Name,” “Middle Name,” “Last Name,” and “Suffix.”

Step 20 – Use the “Address 1,” “Address 2,” “City,” State,” and “Country” fields to report where the Arkansas Annual Tax Reporting Form” must be sent. This must be followed by this party’s Phone Number entered into the “Phone Number” field. You have the option of providing an Email Address for this entity in the next field. The final field in this section is the “Signature” field. This will require the party named here to type in his or her full Name.

Step 21 – Read the section labeled “Agreement.” The Current Date will be auto populated in the field labeled “Effective Date.” You may use this Date or enter a more appropriate Date. Then check the box next to the Verification paragraph. Below this will be a text box, “Signature,” for the Authorized Submitter of this form to type in his or her Name. This will act as an Electronic Signature and should be considered binding. Next to this, select the appropriate Title the Signature Party holds from the drop down list available. Once you are done, select the button labeled “Submit.” This will direct the browser to a payment area where you may submit this information and the $275.00 Application Fee by entering the appropriate credit card information (American Express, Discover, MasterCard, or Visa) or INA Billing Account information. Make sure you have submitted the Certificate of Existence for the applying foreign Limited Liability Company to the Arkansas Secretary of State.

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How to Form (PDF Application)

Download Form

Step 1 – Download the Arkansas Arkansas Application for Certificate of Registration of Foreign Limited Liability Company by selecting the above link or by selecting this link: Form FL-01. You may download this form to your machine then use a PDF program to enter the information. If you do not have a PDF program, you should print it then type in the information.

Step 2 – Locate Item 1, then enter the Full Name of the foreign Limited Liability Company submitting this application on the blank line in Item 1a. If the Name is not unique or does not include the appropriate suffix (i.e. L.L.C., LLC, etc.), then enter a Fictitious or Assumed Name that is unique and compliant with Arkansas State Laws on the blank line in Item 1b.

Step 3 – In Item 2, use the blank line provided to enter the State or Territory where the applying foreign Limited Liability Company was formed.

Step 4 – In Item 3, on the blank line following the words “Date Organized,” enter the exact Date the applying entity formed in its parent state. Then following the words “Termination Date,” enter the Date the applying entity intends to cease operating. If no such Date exists, write in the word “Perpetual.”

Step 5 In Item 4, Name the Identity of the Arkansas Registered Agent, who would be legally authorized to receive Service of Process to be served in the State of Arkansas to the applying foreign Limited Liability Company, on the line labeled “Name of Registered Agent.” Make sure this appears exactly as it appears in the Arkansas Secretary of State’s record books.

Step 6 – On the blank line labeled “Street Address,” in Item 4, fill in the Building Number, Street, Suite or Unit Number, City, State, and Zip Code where the applying Arkansas Registered Agent is located.

Step 7 – In Item 5, enter the Full Address of the foreign Limited Liability Company’s Principal Office on the blank lines. If the laws of the parent state require the applying entity to maintain such an office in that state, enter that physical address. If there is no such law in the parent state, then enter the Principal Office of the applying entity wherever it may be. Use the line labeled “Street Address” to report the Building Number and Street. Include the Unit Number or Suite Number if it exists. Then, use the lines labeled “City,” “State,” and “Zip Code” to enter the City, State, and Zip Code of the applying entity’s Principal Office.

Step 8 – Item 6 will obligate the applying foreign Limited Liability Company to delivering a Certificate of Existence, issued and authorized by, its parent state. This Certificate’s Date of Issue must be within thirty days of the Application Date.

Step 9 – At the bottom of the page an individual Authorized by the applying foreign Limited Liability Company to submit this application must read the acknowledgment paragraph. Then, following the words “Executed this,” fill in the Calendar Date of the Signature, followed by the Month, and Year on the next two blank spaces. One or more parties, authorized to submit this application, must Print then Sign his or her Name on the line below the Signature Date.

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Step 10 – The next page, titled “Limited Liability Franchise Tax,” will concern itself with informing the Arkansas Secretary of State where to send the applying foreign Limited Liability Company’s Tax Reporting Form (due May 1 of that year). On the first blank line, enter the Full Name of the foreign Limited Liability Company. This must be the Name this entity shall operate under in the State of Arkansas. On the space next to this, fill in the Name of the Contact Person who is correspond with the Arkansas Secretary of State regarding the Arkansas Annual Tax Reporting Form.

Step 11 – On the second blank line, report the complete Address where the Arkansas Secretary of State may send the foreign Limited Liability Company’s Arkansas Annual Tax Reporting Form.

Step 12 – Next, report the Telephone Number and Email Address where the Arkansas Secretary of State may reach the Contact Person of the foreign Limited Liability Company.

Step 13 – The individual who is reporting the information on this document must Sign his or her Name on the last line then, report his or her Title with the Arkansas Limited Liability Company.

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Step 14 – Mail in the Arkansas Application For Certificate of Registration Of Foreign Limited Liability Company and the foreign Limited Liability Company’s up-to-date Certificate of Existence to the Arkansas Secretary of State with a check in the amount of $300.00 (payable to Arkansas Secretary of State).

Mail To:

Arkansas Secretary of State
1401 W. Capitol
Suite 250
Little Rock, AR 72201