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December, 2010
Fall Trees 



Arizona as a Foreign Entity

Client Spotlight


Arizona as a Foreign Entity

.    Qualification Not Required 

.   Qualification Likely Required

.   Conclusion

Arizona Entity vs. Foreign State 
ClientSpotlightClient Spotlight


Everyone is trying to be "green" these days, but Bio-Green Planet, Inc. was way ahead of everyone.  Founded in October 1988 as Bio-Genesis Technology, Bio-Green Planet is now an international corporation with shareholders, officers, directors and/or employees in Brazil, Indonesia and the U.S.  Having accomplished their initial goals of developing, formulating and marketing revolutionary, cost-effective biotechnology products, they began to pursue international business in 1996 and today serve customers in over 20 countries.  They address the pressing problems facing the environment today and aspire to meet the growing demands of an expanding market, particularly in the fields of industrial and commercial waste, aquaculture, municipal waste water, soil remediation and sustainable agriculture. In their commitment to a "greener" planet, they continue to develop innovative products and enhanced application technologies that help reduce pollution and waste, and endeavor to make environmental bio-treatment solutions applicable on a global scale.


In 2006, Bio-Genesis Technology merged with PT Green Planet, Inc. (Indonesia) and SuperBac Protecao Environmental Ltd. (Brazil) and became Bio-Green Planet, Inc.  In late 2006 Bio-Green Planet acquired Applied Bio-tech Industries, Inc. of Wisconsin, a state of the art biotechnology manufacturing facility and one of the leading microbial manufacturing fermentation facilities in the United States.  These products are environmentally user-friendly, non-toxic, biodegradable and collectively known as Microzyme ™ products: individual, multiple blends of proprietary microbes for each application.  This line of products is the result of over 35 years of corporate laboratories and field research.  With products competitively priced, Bio-Green Planet can also custom manufacture products after receiving samples from clients/pollution sites.  


Bio-Green Planet's list of clients has grown to include restaurants, hotels, hospitals, food manufacturing plants, military bases, municipal wastewater plants, airports, fleet maintenance shops, automotive shops, carwashes, golf courses, industrial wastewater plants, agricultural and soil remediation.  They envision a future that balances better business with a cleaner environment, providing an improved quality of life for everyone.  Their mission is to enhance the sustainability of the Earth's natural resources through the development, application and sale of revolutionary biotechnology products.


They welcome all inquiries. You can reach Bio-Green Planet at

Biogreen WI staff
Staff at Applied Bio-tech Industries, Inc of Wisconsin, a division of Bio-Green Planet, Inc. 

ICANRecently our firm had an opportunity to participate in the Liberty Mutual Invitational Golf Outing by sponsoring a hole and, at the same time,  contributing to a worthy cause: ICAN.   Our client, Cathy Dalzell, was co-chair of the event.  Her company, Valley Rain Construction, specializes in general engineering and building construction for public parks and civic open spaces.


ICAN is a Phoenix-based, non-profit organization that works with people within our community and around the world to be a "patient's advocate" for cancer patients and their families.  They do not focus on only one particular type of cancer, but are attentive to a broad spectrum of this disease.  They are up-to-date on the latest technology, clinical trials and drugs/therapies approved and not approved by the FDA. 

Golf Outing


We recognize the importance of our clients' trust, and keeping our clients' information confidential is a high priority.  We do not disclose any personal information about our clients.  Lawyers have been and continue to be bound by professional standards of confidentiality. 

We will never share, sell or rent individual personal information with anyone.  Information submitted to us is only available to employees managing this information for purposes of contacting you or sending you emails based on your request for information, and to contracted service providers relating to our communications with you. 

You may unsubscribe if you no longer wish to receive our newsletter.

This newsletter is for informational purposes only.  Legal advice is provided only through a formal attorney/client relationship. 

Margrave Celmins, P.C.
8171 E. Indian Bend Rd., #101
Scottsdale, Arizona 85250
WelcomeWe would like to extend to our clients and friends a Merry Christmas, Happy Hanukkah, Seasons Greetings and Happy New Year.

This month we feature an article about  Arizona entities doing businenss in other states.  We also explain our commitment to community and our participation in a worthy cause: ICAN.  And our client spotlight this month showcases Bio-Green Planet, Inc., a truly "green" corporation ahead of its time.

Our website has been updated with new information, photographs and graphics, and we hope you visit to discover the full scope of our capabilities in order that we may serve you better. 

We also launched blogs recently that discuss estate planning, personal injury, business law, litigation and real estate issues.  New articles are posted every couple of weeks, so visit often.  See the links below in "About Our Law Firm" to take you directly to our revised website, as well as any of our blogs.

As always, if you see something a friend or business associate might find useful, please feel free to forward this newsletter to them.  And if you have any thoughts to share, please contact our editor Patty Copeland at

We wish you joy during this holiday season,

Michael Margrave
Margrave Celmins, P.C.




ArizonaSometimes an Arizona corporation or limited liability company (let's call it the Arizona Entity) will wish to conduct business activities in a different state, which we will call the Foreign State.  A question often arises whether the Arizona Entity must comply with any formalities in the Foreign State. The answer is, as you will see below, that it depends on the nature and scope of activities. If it engages in certain types of activities, then it must generally file forms to "qualify doing business" in that state. Does failure to file the required forms invalidate the contracts pertaining to the Foreign State? The answer here is "no," although there can be some unpleasant financial consequences and limitations on involvement in lawsuits in the Foreign State.


As each of our sister states has differing entity requirements to be fulfilled, it is beyond the scope of this article to examine each of those states. So we will look at our neighboring state, New Mexico.    


QualificationNotQualification Not Required


Here are some examples of activities that should not require qualification in New Mexico as a foreign corporation doing business there:


  1. Maintaining or defending a lawsuit in arbitration or administrative proceedings;
  2. Holding meetings of directors or shareholders;
  3. Maintaining bank accounts;
  4. Engaging an independent contractor;
  5. Soliciting orders through employees or agents if a contract is made outside New Mexico;
  6. Owning real property as a passive investment without further activities;
  7. Creating debts, mortgages or liens;
  8. Collecting debts; and
  9. Conducting an isolated transaction for completion within 30 days.

QualificationLikelyQualification Likely Required


However, there are activities that likely will require the Arizona Entity to formally qualify to do business in New Mexico.  As is the case with most states, New Mexico has no clear-cut statutes stating what does constitute doing business. The owners of the Arizona Entity should strongly consider consulting with an attorney to examine the New Mexico statutes. 


They should also consult with their accountant to determine whether or not any of the activities planned requires reporting income to the State of New Mexico. Setting up a sales office or a manufacturing facility in Albuquerque would certainly constitute doing business in New Mexico. But like so many things in the law, there are shades of gray and each circumstance should be examined to see whether the particular economic activity does or does not constitute transacting business.   


Questions, including, but not limited to, the following should be settled: (1) will the Arizona Entity maintain a physical presence in New Mexico by establishing a business location there;  (2) will the Arizona Entity hire new employees in New Mexico; (3) what are the income or other tax implications, if any, if the Arizona Entity is or is not registered in New Mexico; (4) what are the business licensing requirements, if any;  (5) to what extent will there be solicitation by the Arizona Entity; (6) will the Arizona Entity be subject to service of process in New Mexico; and  (7) are there penalties for not registering in New Mexico, but conducting certain business activities there.


If it is determined that the Arizona Entity is doing business in New Mexico, then it will need to file an appropriate application with the New Mexico Public Regulation Commission.  Failure to do so would result in liability for paying any required annual fee, plus a penalty of some sort. In addition, the Arizona Entity would not be entitled to defend a lawsuit or bring a lawsuit in New Mexico without first fulfilling the qualification requirements.




Determining whether an Arizona Entity must qualify to do business in a Foreign State, such as New Mexico, and then qualifying it, if necessary, is a process that should be examined and properly handled.  


 If you are contemplating having your Arizona Entity do business in any Foreign State and qualifying it there, if required, feel free to contact our firm for more information.


Darlene Lundy

Certified Paralegal

About Our Law Firm 

Margrave Celmins is a member of LawPact, which is an association of independent, business-oriented law firms in the U.S. and overseas.  Currently there are 52 member firms.  This is a terrific resource for clients who have legal matters in other states and abroad.  There are 30 states and 22 countries represented by member firms throughout Europe and in Canada, Mexico, Brazil, Argentina and India.


Margrave Celmins, P.C.

8171 E. Indian Bend Rd., #101

Scottsdale, Arizona   85250


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