The authority for incorporating in Arizona is the Arizona Corporations Commission. Unlike most States, this is a State Constitution authorized commission (Article 15). The Corporations Commission handles a variety of services, including public utilities, securities, railroads and pipelines. The Corporations Division approves for filing all articles of incorporation for Arizona businesses; all articles of organization for limited liability companies; grants authority to foreign corporations to transact business in this state; propounds interrogatories when necessary to determine a company’s lawful purpose; and revokes the corporate charters of those corporations which choose to not comply with Arizona law. Any significant changes to Articles of Incorporation or Articles of Organization for Limited Liability Companies in the form of amendments, mergers, consolidations, dissolutions or withdrawals also filed with the Division. All filings are public record and available for inspection.
Five basic steps to incorporate in Arizona
Search to make sure your company name is available. You can use the free CorpNet company name search. Your corporate name in Arizona will have to include one of the suffixes, Corporation (or Corp.); Incorporated (or Inc.) and for limited liability companies, LLC. In 2005, Arizona changed naming conventions to meet the requirements that a business name be “distinguishable upon the record”. From the Commission:
A “distinguishable” name is one that is different in any way except for differences in (a) entity designation (Inc, LLC, Corporation, etc), (b) spaces between words (“roll out now co.” vs. “rollout now co.”), (c) specific punctuation (“Great Expectations ” vs. “Great Expectations!”) (d) the case of the letters contained in the name (“TOO COOL” vs. “Too Cool”), (e) the use of ampersand (&) versus “and” (“U & I Inc.” vs. “U AND I Inc.”) (f) the use of Arabic numerals (1,2,3,etc) and words representing these numerals (“One Stop LLC” vs. “1 Stop LLC”) and (g) the use of the articles “a”, “an” and “the” (A Birdcage vs. The Birdcage).
Arizona has reserved the words: “bank”, “banker”, “banking”, “banc”, “banco”, “deposit”, “trust”, or “trust company” and these may not be used without first obtaining authorization from the Arizona State Banking Department.
Register your corporation (or LLC) with the Arizona Corporations Commission. CorpNet offers filings of the Articles of Incorporation (for corporate structures) and for LLCs, Articles of Organization. In Arizona, a statutory agent is required. This can be an individual (who is a resident of Arizona), a legal firm, or a corporation registered in Arizona.
Hold the first official meeting for the corporation or LLC and adopt the Bylaws (corporations) or Operating Agreement (LLCs). This is a legal meeting and must be recorded as such. (See section below about officers and documentation.)
Apply for a Federal Employer Identification Number (EIN) under the corporate name. In Arizona, this will also serve as your State Tax Identification Number. You will also have to arrange for a bank account under this number for accounting purposes. Your financial institution will want a copy of the EIN as well as a certificate of registration from the Corporations Commission.
Obtain any specific licenses and permits required, either statewide or for the county in which you will do business. Some examples would be: Electrician’s license, trucking licenses and permits, Liquor license, etc.
Foreign and Domestic Corporations
A foreign corporation is a corporation registered in another State that does business in Arizona. Foreign corporations are required to register in Arizona and obtain a Certificate of Authority to Transact Business in Arizona.
Domestic corporations are those formed in Arizona itself. While there is no residency requirement for directors or officers of Arizona corporations, a statutory agent (who can also be a corporate officer) must have a physical address in Arizona along with regular business hours. They have to be available to take phone calls and respond to legal matters. Hiring a Statutory Agent will protect your privacy and meet the requirements of incorporation in Arizona.
Officers and documents
Corporations in Arizona must have one or more directors whose names and addresses will appear in the articles of incorporation. At least one incorporator and one officer will have to appear on the articles of incorporation (along with addresses and contact information).
Information about officers, stockholders, minutes of required meetings, and annual reports have to be maintained at the corporate offices. Other records required at the principle place of business include a copy of the articles of incorporation along with any amendments.
Articles of Incorporation for Domestic Corporations – This is filed with the Corporation Commission for all types of corporations (not-for-profit, for-profit as well as tax exempt). LLCs file Articles of Organization.
Application for Authority to Transact Business in Arizona – Equivalent document for foreign corporations. Foreign non-profits file for Authority to Conduct Affairs.
Certificate of Disclosure – This applies to incorporators who have more than a 20% interest in another corporation when they have a felony, or more than a 10% interest in another corporation under receivership or bankruptcy. Other circumstances may require disclosure as well. Both foreign and domestic filings may require this.
Articles of Amendment – There are separate versions of this for foreign, domestic, non-profit and other corporations. This is used to make changes to original incorporation documents. The Articles of Corrections is used for errors that do not “materially change” the corporate structure.
Statement of Change of Known Statutory Agent or Place of Business – This is an important form used to register changes with the Commission. Failure to file this can result in a statutory dissolution of the corporation. The Corporation Commission must be informed of changes within 60 days.
Certificate of Designation – Because the Arizona Corporations Commission also regulates securities, this form is used before any stock is issued (any class or series) pursuant to resolution by the board of directors for the corporation.
Forming a corporation online
Incorporation in Arizona can be handled remotely through our services. Not all filings can be done electronically, although most can. Faxing is sometimes an option.
CorpNet offers complete packages that allow you to start your corporation or LLC without missing key steps or documents. Both foreign and domestic corporations, LLCs, and non-profits can benefit from having us take on the chore. This lets you focus on managing your business instead of getting stuck in state mandated paperwork.
Incorporating online starts with some initial information and deciding which type of corporation best fits your needs. CorpNet is available to help you start a corporation in Arizona and one-year Statutory Agent Services is standard in our packages. We also include unlimited customer support.
Try out our services by letting us perform a statewide name search for you – it’s free.