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 section on Forming a Corporation.
Your corporation's name must not be the same as, or too similar to, an existing name in the Arizona Corporation Commission's records, or be 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.
You can check names for availability by searching the Arizona Corporation Commission business name database. An available name may be reserved for 120 days by filing an Application to Reserve Corporation Name. 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.
Your corporation is legally created by filing Articles of Incorporation with the Arizona Corporation Commission. The articles must include:
The filing fee is $60. The articles may be filed online or 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.
Every Arizona corporation must have a statutory agent in the state (also called a registered agent or agent for service of process). This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. An Arizona corporation may not serve as its own agent for service of process. The agent may be an individual who is a full-time resident of Arizona or a business entity registered with the Arizona Corporation Commission. The agent should agree to accept service of process on your corporation's behalf prior to the designation.
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. Corporations with their place of business in Pima or Maricopa counties, however, do not need to publish a notice.
A list of acceptable newspapers in each county is posted on the Corporation Commission website. Your corporation may be subject to dissolution if it fails to publish. Filing an affidavit of publication is not necessary.
Bylaws are an internal corporate document that sets 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. You can customize bylaws for your corporation on Nolo's website or read Incorporate Your Business, by Anthony Mancuso (Nolo).
Keep your bylaws, articles, stock certificates, minutes of shareholder and director meetings, and other important papers in a corporate records book. You can use a three-ring binder or order a corporate records kit through a corporate kit supplier (a corporate records book and company seal come with Nolo's corporate formation service).
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 Incorporator's Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
At the first board meeting, the directors appoint corporate officers, adopt bylaws, select a corporate bank, set the corporation's fiscal year, authorize the issuance of shares of stock, and adopt an official stock certificate form and corporate seal. Share issuances by small privately held corporations are usually exempt from federal and state securities laws--see Nolo's Corporations FAQ.
Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, see Nolo's website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo). (Nolo's corporate formation service comes with filled-out minutes of the first meeting as well as an Incorporator's Statement.)
Every Arizona corporation and foreign corporation registered in Arizona must file an Annual Report with the Corporation Commission. The report is due each year, no later than the anniversary date of incorporation in Arizona. The report must be filed online through the Corporation Commission website. The filing fee is $45.
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. Arizona does not require a state tax identification number.