The new corporation’s name must be different from the name of any other business entity registered or reserved Arizona business entity. It must also contain the words “association,” “company,” “corporation,” “incorporated,” or “limited,” an abbreviation of one of these terms, or an equivalent in another language.
Your new Arizona corporation‘s name may not contain language stating or implying that it is organized for a purpose other than one permitted by state law or stated in its articles of incorporation. The name is not permitted to include the terms “bank,” deposit,” “trust,” or “trust company,” either separately or in combination, to state or imply that the corporation will be engaged in the banking or trust business unless it is to be and becomes actively and substantially engaged in the banking or trust business. If your corporate name is not considered to be distinguishable from one already on file, it’s usually not enough to just change some punctuation, a definite or indefinite article (such as “a,” “an,” or “the”), or the status designator (“corporation,” “company,” “incorporated,” “limited,” etc.).
By paying $10, an available corporate name can be reserved with the state for up to 120 days at a time.
State Incorporation Timelines
The incorporation time is 8 weeks and can be expedited in 10-12 business days.
State Incorporation Filing Fees
The filing fee is $60.
Articles of Incorporation
New corporation’s articles of incorporation must be filed by one or more of the incorporators (there must be at least one), along with a $60 fee, with the Arizona Corporation Commission. There are no eligibility prerequisites for an incorporator, and the incorporator’s only duty is to deliver the articles of incorporation and a certificate of disclosure to the Arizona Corporation Commission.
A Certificate of Disclosure for Business Corporations must be signed by the incorporator and submitted with the articles of incorporation. This document asks for information about criminal convictions, civil fraud actions, and prior corporate bankruptcies relating to any of the corporation’s founders, as well as the corporation’s fiscal year end. The articles must include:
- Name, address, and signature of each incorporator
- Names and addresses of directors
- Name, address, and signature of the corporation’s statutory agent Street address of the corporation’s known place of business (if different from that of its statutory agent)
- Number of shares the corporation is authorized to issue
- Statement of specific type of business the corporation will be involved in
Examples of other items that are not required, but are allowed to be included in the articles of incorporation are:
- Director eligibility requirements
- Circumstances where shareholders might be liable for corporate debts
- Provisions for managing the business and regulating the affairs of the corporation.
- Provision(s) eliminating or limiting a director’s liability in certain circumstances
- Provision(s) allowing or mandating indemnification of a director for liability in certain circumstances.
Arizona requires new domestic corporations to publish their filed articles of incorporation in an approved general circulation newspaper, within 60 days of filing, in the county where the principal business office is located. This publication must be made in three consecutive issues. Then, within 90 days of filing, the new corporation must file an affidavit of publication with the state.
Every Arizona corporation must have a “statutory” agent in the state (called a “registered” agent in most other states)-a natural person with a primary residence in Arizona, or a registered business entity authorized to conduct business in the state. The statutory agent is designated as the official recipient of administrative and legal correspondence from the state. Arizona also requires that all corporations maintain a “known place of business”-called a “registered office” in most states-which may be the address of its statutory agent.
A corporation must maintain its bylaws at its main executive office, but is not required to file them with the state. The incorporators or board of directors should adopt the corporation’s bylaws at its initial meeting-insuring that they do not conflict with the articles of incorporation-and keep them updated as time goes on. Bylaws describe the corporation’s basic operating principles from both the managerial and legal perspectives, and should include as a minimum:
- How, when, and where shareholders and directors meetings are held
- What authority directors have, how many there are, and how long they serve
- How consensus on major decisions is reached with and without meetings
- Duties and responsibilities of officers and how long they serve
- How stock is issued
- Requirements for providing annual financial information to shareholders
Major decision making is the responsibility of the board of directors. Arizona Corporation must have at least one director. The articles of incorporation and/or the bylaws will often specify qualifications for directors. A director does not have to be a state resident or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
Corporate officers’ positions and their duties are set forth in the bylaws, or else appointed by the board of directors in accordance with those bylaws. A duly appointed officer may appoint as many officers or assistant officers as are permitted by the bylaws or by the board of directors. One of the corporation’s officers is required to have the responsibility of preparing minutes of directors’ and shareholders’ meetings, as well as for authenticating the corporation’s records. An officer is allowed to simultaneously hold more than one office in a corporation.
Ongoing Filing and Compliance
Arizona corporations must file a report annually with the Arizona Corporation Commission in their anniversary month of the original filing. This report must include:
- Corporation’s name and state (or country) of incorporation
- Address of its known place of business
- Name and address of its in-state statutory agent
- Its principal office address
- Nature or purpose of its business
- Names and addresses of directors and principal officers
- Total number of authorized shares, itemized by class and series within each class
- Total number of issued and outstanding shares, itemized by class and/or series within each class
- Certificate of disclosure
- Names of shareholders of record who hold more than 20 percent of any class of shares
- Statement that all required corporate income tax returns have been filed
Arizona has both a corporate income tax and a sales tax for businesses; actual rates depend on the type and amount of business activity. Arizona’s corporate tax structure consists of a flat rate of 6.968% on all corporate income, ranking 26th among states levying corporate income taxes.
“S corporation” status is recognized by the State of Arizona. A “subchapter S” corporation or “S-Corporation” is one that chooses to be treated as a pass-through entity (the same way as a sole proprietorship or partnership) for tax purposes, meaning that the tax-related information for the “S-Corp” is filed as part of the owner’s individual income tax.
Arizona requires that you publish the Articles of Incorporation in their entirety. The publication must be in a newspaper in general circulation in the county of the known place of business in Arizona for 3 consecutive publications. The publication must within 60 days of the date of incorporation. The corporation may be subject to administrative dissolution if it fails to publish.