How to Incorporate in Arizona

Arizona Corporation Commission—Corporations Division
1300 West Washington Street—1st Floor
Phoenix, AZ 85007-2946

602.542.3026 telephone
602.542.4100 facsimile

Statutory Authority: Corporations and Associations — Ariz. Rev. Stat. § 10 (2011)

Arizona Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Complete the “Statutory Agent Acceptance.”
4. Complete the “Certificate of Disclosure.”
5. Complete the “Cover Sheet”
6. Submit the completed documents, along with a photocopy of each and filing fees, to the Arizona Corporation Commission.

Arizona Articles of Incorporation

The following information is legally necessary and sufficient to form a corporation in Arizona:

1. Entity type
2. Entity name
3. Character of business
4. Number and class of authorized shares
5. Address of known place of business in Arizona
6. Name and address of each director
7. Statutory agent name and address
8. Name, address and signature of each incorporator
9. Date

Arizona Incorporation Fee Schedule

Application to Reserve Corporation Name: $10.00
Articles of Incorporation: $60.00
Application for Authority to Transact Business or Conduct Affairs in Arizona: $175.00
Expedited Service $35.00
Certified Copy: $5.00 plus $.50 per page
Annual Report: $45.00
Articles of Dissolution: $25.00

Company Name

Your company name must end with a corporate designator. In Arizona the specific corporate designators are: “Association” “Company” “Corporation” “Incorporated” “Limited” “Assoc.” “Co.” “Corp.” “Inc.”

Conduct an entity name search on the Arizona Corporation Commission website to confirm the availability of your company name.

If the name you want is available you can reserve it for 120 days by filing an “Application to Reserve Corporation Name” and paying a name reservation fee of $10.00. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Arizona requires that every business entity have and maintain a registered agent in the state. The registered agent may be either an Arizona resident or active Arizona business entity that has an Arizona street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mail boxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are an Arizona resident and have an Arizona street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form an Arizona corporation. Nevertheless, Arizona permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Report.

Registering as a Foreign Entity

1. Complete the “Application for Authority to Transact Business of Conduct Affairs in Arizona.”
2. Attach the following documents:

    • “Certificate of Disclosure” dated not more than 30 days prior to delivery to the Arizona Corporation Commission
    • Certified Copy of the corporation’s original articles of incorporation that is certified not more than 60 days prior to its delivery to the Arizona Corporation Commission
    • Certified copies of any amendments to the corporation’s original articles of incorporation that are certified not more than 60 days prior to delivery to the Arizona Corporation Commission
    • Certificate of existence or certificate of good standing from the state of incorporation dated not more than 60 days prior to before its delivery to the Arizona Corporation Commission

3. Submit the completed documents, along with the $175.00 filing fee, to the Arizona Corporation Commission.
4. You must publish a notice of the Application for Authority after the Commission approves the document. The approval letter you receive from the Commission will include information on how to publish the notice.

Dissolving an Arizona Corporation

1. Request a “Tax Clearance Certificate” from the Arizona Department of Revenue.
2. Complete the “Articles of Dissolution.”
3. Complete the “Cover Sheet.”
4. Submit the completed documents, along with the $25.00 filing fee, to the Arizona Corporation Commission.

How to Incorporate in Arizona
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