Form an Arizona Corporation
When deciding to form an Arizona corporation, many questions may arise. Incorporating in Arizona can be a complex process. However, at LawInc we make it easy to incorporate in Arizona. We are standing by to answer any questions you may have about Arizona incorporation. Please feel free to call us anytime. Incorporate in Arizona easily.
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. Incorporate in Arizona today.
Arizona Incorporation Information
The following Arizona incorporation information will likely be helpful when deciding to incorporate in Arizona.
Incorporate in Arizona with the Arizona incorporation experts. Incorporate in Arizona for only $199 + Arizona state fees. Incorporate in Arizona easily. Incorporate in Arizona quickly. Incorporate in Arizona affordably. Incorporate in Arizona with the experts at LawInc.com.
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.
Arizona Corporation Formation
Arizona Corporation Filing Procedure: To incorporate in Arizona, 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 Corporation Fees: Arizona corporation filing fee is $60. Publication costs to incorporate in Arizona 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 when you incorporate in Arizona (AZ). 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 Arizona Articles of Incorporation or bylaws.
Arizona Corporation Limitations of Directors’ Personal Liability: The Arizona 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 an Arizona 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 to incorporate in Arizona by forming Arizona professional corporations.
Arizona Corporation Post-Filing Requirements
Arizona Corporation Publication: Within sixty 60 days after the Commission has approved the filing, the Arizona corporation must publish the Articles of Incorporation in an Arizona newspaper of general circulation in the county of the known place of business for three (3) 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 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.
Arizona Corporation Taxes
Arizona Corporation Tax Rate: For Arizona corporation tax rate information, visit: http://www.revenue.state.az.us
Arizona C Corporation: When incorporating in Arizona, all Arizona corporations formed by default are “C” corporations. A Arizona C corporation is a Arizona corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Arizona C corporations are taxed at two levels (“double taxation”). This means that the Arizona corporation itself pays its own tax when it makes money (the first tax). The Arizona corporation owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Arizona C corporations offer many planning and benefit opportunities.
Arizona S Corporation: An Arizona S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Arizona S corporations are not subject to the double taxation C corporations encounter. The State of Arizona recognizes federal S corporation status.
These are the 3 main advantages of forming a Arizona S corporation:
- No double taxation: One of the main advantages of Arizona S corporation status is that it avoids the double taxation that occurs with a regular Arizona C corporation. In an Arizona C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
- Loss deductions: The availability of losses. Shareholders of a Arizona S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Arizona C corporation, however, may offset only the corporation’s earnings.
- Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.
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 Arizona corporations should obtain an EIN.
Arizona Corporation Dissolution
State of Arizona Corporation Dissolution Requirements: 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). Dissolution will not be accepted without a Certificate of Compliance from the Arizona Department of Revenue, which must be requested in writing. The Arizona Corporation Commission will not approve dissolution until all fees are paid and annual reports are filed. 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. Publication is automatically handled by the ACC If the corporation’s known place of business is in Maricopa or Pima County.
Arizona Corporation Federal/IRS Dissolution Requirements: Arizona 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.