To form a corporation in Arizona, you need to take the steps set forth below. To find out what’s required to form a corporation in any other state, see Nolo’s 50-State Guide to Forming a Corporation.
1. Choose a Corporate Name
Your corporation's name must not be the same as, or too similar to, an existing name on the Arizona Corporations Commission's records, or misleading to the public. The corporation's name must contain "Association," "Company," "Corporation," "Limited," "Incorporated," or an abbreviation of one of these words in their name.
Names may be checked for availability by searching the Arizona Corporations Commission business name database. An available name may be reserved for 120 days by filing an Application for Reservation of a Corporation Name with the Arizona Corporations Commission. The form may be filed online or by postal mail. The filing fee is $10 for postal filings, $45 for electronic filings. Electronic submissions receive priority.
2. Prepare, File, and Publish Articles of Incorporation
Your corporation is legally created by filing Articles of Incorporation with the Arizona Corporations Commission. The articles must include the corporate name and address; a statement of the specific type of business the corporation will be involved in; the names and addresses of the directors; the name, address, and signature of agent for service of process; and names and addresses of each incorporator. The filing fee is $60. The articles must be filed by postal mail or in person.
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.
3. Appoint a Registered Agent
Every Arizona corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. A corporation may not service as its own agent for service of process. The agent should agree to accept service of process on your corporation's behalf prior to designation. The agent may be an individual who is a full-time resident of Arizona or a business entity registered with the Arizona Corporation Commission.
4. Comply with Publishing Requirements
Within sixty 60 days after the Commission has approved the filing of your corporation's articles of incorporation, you must publish the articles in a newspaper of general circulation in the Arizona county where your corporation does business for three consecutive publications. A list of acceptable newspapers in each county is posted on the Corporations Commission website. Your corporation may be subject to dissolution if it fails to publish. Filing an affidavit of publication is not necessary.
5. Set Up a Corporate Records Book
Set up a corporate records book in which you keep all of your corporation's important papers, including minutes of director and shareholder meetings, stock certificates, and stock certificate stubs. Keep your corporate records book at the principal office of your corporation. You can use a three-ring binder as the corporate records book or you can order a special corporate records kit through a corporate kit supplier.
6. Prepare Corporate Bylaws
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo’s website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.
7. Appoint Initial Corporate Directors
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an “Incorporator’s Statement” showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporators Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
8. Hold Your First Board of Directors Meeting
The first meeting of the corporation's board of directors should be held at which the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize issuance of shares of stock, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal. The directors' actions must be recorded in corporate minutes prepared by the incorporator or any of the directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status. It is usually necessary to prepare the minutes over one or two weeks, and then send them to all the directors for their signature. For corporate meeting minute forms, see Nolo’s website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
9. Issue Stock
Issue stock to each shareholder. Although not legally required in most states, small corporations usually issue paper stock certificates. Enter each shareholder's name and contact information in the corporation’s stock transfer ledger.
A share of stock in your corporation is classified as a security under state and federal securities laws that regulate the offer and sale of corporate stock. However, the federal government and all states exempt most small corporations from these laws. For example, federal law exempts "private offerings:" a non-advertised sale to a limited number of people (generally 35 or fewer). Most states have enacted their own versions of this SEC exemption. Visit your state securities office website for information about your state's securities laws. Links to all such offices can be found at the Contact Your Regulator web page of the North American Securities Administrators Association.
10. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements apply to your corporation. These include:
EIN: Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
S Corporation Filing: If the corporation wants to elect S corporation status for tax purposes, it must submit Form 2553 Election by a Small Business Corporation (signed by all the shareholders). The election should be filed within two months and 15 days after the beginning of the corporation's first tax year. See the IRS S Corporation Fact Sheet for details.
Business Licenses: Depending on its type of business and where it is located, your corporation may need to obtain other local and state business licenses
11. File Annual Reports
Every Arizona corporation and foreign corporation registered in Arizona must file an Annual Report with the Corporations Commission. The report is due no later than the anniversary date of incorporation in Arizona. The report may be filed by postal mail or electronically through the Corporations Commission website. The filing fee is $45.
12. Foreign Corporations Doing Business in Arizona
To do business in Arizona, all corporations organized outside of the state must register with the Corporations Commission. Foreign corporations must appoint a registered agent for service of process physically located in Arizona. To register, file an Application for Authority to Transact Business In Arizona. You must include with the application a certified copy of the corporation's articles of incorporation, and a certificate of good standing from the secretary of state (or similar office) of your corporation's home state.
Before filing, make sure the foreign corporation's name is available in Arizona by checking the Arizona Corporations Commission business name database. If the name of the corporation is not available for use in Arizona, the corporation must adopt an assumed name--a name other than the true corporate name. Postal mail an Application to Register Name of a Foreign Corporation in Arizona and pay a $10 fee. List the assumed name in the application.
The form may be filed by mail or in person. The filing fee is $175.
Last updated May 2012