Form an Arizona Corporation

When deciding to form an Arizona corporation, many questions may arise. At LawInc, we are standing by to answer any questions you may have about Arizona incorporation. Please feel free to call us anytime.

Incorporating in Arizona

Incorporating in Arizona can be vital to certain businesses. At LawInc, we prepare your Arizona Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Arizona corporation Tax ID number and file your S corporation election with the IRS.

Arizona Incorporation Information

The following Arizona incorporation information will likely be helpful when deciding to incorporate in Arizona.

Arizona Corporation Name

The first step in forming an Arizona corporation is selecting the corporation name. Arizona corporation names:

•	Must end with "Corporation," "Corp.," "Incorporated," "Inc.," "Limited" or "Ltd."
•	Cannot contain a words or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation and other than that permitted by Arizona law.
•	Cannot not include the words "bank," "deposit," "credit union," "trust" or "trust company" separately or in combination to convey the idea that the corporation is engaged in banking or trust business unless the corporation is to be and becomes actively and substantially engaged in the banking, credit union or trust business or the corporation is a holding company holding substantial interest in companies actively and substantially engaged in the banking or trust business.
•	Cannot contain the words "limited liability company" or "limited company" or the abbreviations "L.L.C.", "L.C.", "LLC" or "LC", in uppercase or lowercase letters.
•	Must be unique from any other registered Arizona corporation, non-profit corporation, foreign corporation, partnership, LLC, fictitious name, reserved or registered name on record.

 

An available Arizona corporation name may be reserved for a 120-day period.

LawInc permits you to choose up to three names and will conduct a name search for your Arizona corporation, prior to filing.

Formation

Arizona Filing Procedure: Submit duplicate executed copies of the Arizona Articles of Incorporation along with a Certificate of Disclosure and an executed copy of the Consent of Statutory Agent.

Arizona Publication: Within 60 days after the Commission files (approves) the Articles of Incorporation, the corporation must publish a copy of the document in a newspaper of general circulation in the county of the known place of business for three consecutive publications. An affidavit evidencing the publication may be filed with the commission. The entity may be subject to administrative dissolution if it fails to publish.

Arizona Corporation Fees: Arizona corporation filing fee is $60. Publication costs vary.

Arizona Corporation Purpose Clause: The purpose clause of an Arizona corporation may include a statement that the purpose of the Arizona corporation is "To engage in any and all lawful business for which corporations may be incorporated under the provisions of the Arizona Business Corporation Act" and must contain a brief statement of the character of business that the corporation initially intends to actually conduct.

Arizona Corporation Authorized Shares and Minimum Paid in Capital: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure. There is no minimum amount of paid in capital required to commence business in Arizona.

Arizona Corporation Directors: The Arizona corporation board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the Articles of Incorporation or bylaws.

Arizona Corporation Limitations of Directors' Personal Liability: The articles of incorporation may eliminate or limit the liability of a director to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except (1) liability for the amount of a financial benefit received by a director to which the director is not entitled, (2) an intentional infliction of harm on the corporation or the shareholders, (3) unlawful distributions, and (4) an intentional violation of criminal law.

Arizona Incorporator: Minimum number of Arizona incorporators is 1 and there is no requirement that the organizer be an Arizona resident.

Arizona Registered Agent: An Arizona corporation must maintain a registered agent and office to receive service of process in Arizona. The Arizona registered agent should be available, at an Arizona physical address, during normal business hours to accept important legal and tax documents on behalf of the Arizona corporation.

Arizona Cumulative Voting: Cumulative voting is granted by Arizona statute.

Limitations of Arizona Corporate Directors' Liability: The Articles of Incorporation may contain a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for: (i) The amount of a financial benefit received by a director to which he is not entitled; (ii) An intentional infliction of harm on the corporation or the shareholders; (iii) unlawful distributions; (iv) An intentional violation of criminal law.

Arizona Professional Corporation: Professionals like accountants, attorneys and physicians are permitted to form Arizona professional corporations.

Post-Filing Requirements

Arizona Annual Report: All Arizona corporations must file an annual report with the Arizona Secretary of State annually. The annual report must contain all of the information included in the Arizona Articles of Incorporation and any other matters the authorized person determines to include. The Arizona annual report online filing fee is $45. Failure to file on time will result in the Arizona corporation being administratively dissolved. The Arizona Sec. of State sends renewal postcards, annually. For more information about Arizona corporation annual report filing requirements, visit: http://www.azcc.gov/Divisions/Corporations/annrpts/arinstruct.asp

Arizona Corporate Minutes: Arizona corporations are required to hold and document annual shareholder and director meetings.

Taxes

For Arizona tax rate information, visit: http://www.revenue.state.az.us

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. All corporations should obtain an EIN.

Dissolution

State of Arizona: In order to dissolve an Arizona corporation, you submit the completed Form CF: 0030 Articles of Dissolution and one exact copy to the Arizona Corporation Commission (ACC). Publication is required to dissolve an Arizona Corporation. Within 60 days after ACC approval of the Articles of Dissolution, you must publish a copy of the document in a newspaper of general circulation in the county of the known place of business in Arizona for three consecutive publications.  A list of newspapers will be enclosed with your approval letter and is also available on the ACC website. Filing fee is $25 and expedite is an additional $35. Dissolution will not be accepted without a Certificate of Compliance from the Arizona Department of Revenue, which must be requested in writing. The ACC will not approve dissolution until all fees are paid and annual reports are filed.

IRS: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return.