Arizona articles of incorporation are filed to create a corporation. This guide provides instructions and tips when preparing and filing this legal document.Incorporate Now
Preparing and filing your articles of incorporation is the first step in starting your business or nonprofit corporation. Approval of this document secures your corporate name and creates the legal entity of the corporation. Only after this approval can the corporation apply for tax IDs, obtain business licenses, sign contracts, and otherwise conduct business.
Incorporating provides many important benefits:
Your final Arizona articles of incorporation package should contain:
The AZCC offers forms and instructions to help with incorporating. Use the correct forms and instructions depending on your type of corporation.
The terms C-Corporation and S-Corporation refer to tax treatments, not legal structures. After forming a profit corporation, by default the business will receive C-Corp tax treatment unless you elect S-Corp tax treatment with the IRS.
As you prepare to file your articles of incorporation, a couple words of caution:
First, take time to understand the specific information required. Articles prepared by non-professionals are rejected for a number of common reasons such as not including a corporate suffix and not providing a valid registered agent address. This guide will help. If in doubt, consult the Arizona Revised Statutes (ARS) or a Harbor representative.
State articles of incorporation templates represent the minimum amount of information you must provide for state approval, but there might be additional provisions you should provide. The IRS requires additional provisions for 501(c)(3) eligibility. State tax exemptions, licenses, B-corporation and other certifications, and even some banking purposes require additional provisions in the articles. This guide provides general education on optional provisions.
Arizona has one articles of incorporation template for profit and professional corporations. Differences for
professional corporations are called out in the instructions and hints below. Note that some information is
To form a business development or close corporation, see the sections dedicated to mandatory articles for these corporate types.
Here “entity” simply means “corporation”. Indicate whether you are creating a for-profit corporation or professional corporation.
Provide the exact corporate name you desire including spelling, capitalization, and punctuation.
The name of your corporation must be distinguishable from all other registered names in Arizona. This includes all other corporate names, reserved corporate names, fictitious names adopted by foreign corporations in Arizona, limited liability company names, limited partnership names, registered limited liability partnership names, and trade names. Conduct a thorough name availability search. Reserving the name prior to filing the articles of incorporation is not required.
Your corporate name...
If you are attempting to convert a trade name you own into the name of your corporation, attach Articles of Incorporation Trade Name Declaration form M003.
Professional corporations must state the professional service(s) the corporation will provide.
Briefly describe the type of the business of the corporation actually intends to conduct in Arizona. This statement is required by all corporations and in no way limits the authority of the business the corporation may conduct.
Shares represent ownership interest in the corporation. Your corporation must have at least one. State the total
number of shares the corporation is authorized to issue. Stating the initial par value per share is optional.
You may wish to authorize more shares than you will issue to current owners, that way you have the flexibility to add more shareholders at a later date. In the example of a corporation with three owners, you may authorize 1,000 shares and issue 250 shares to each owner (750 shares issued). This leaves 250 shares to issue to future investors or partners. In Arizona, you also have the option of not actually issuing any of the authorized shares. The corporation may later change the amount of shares authorized by filing an amendment to the articles of incorporation.
Your Arizona articles of incorporation require shares and par values described per class and per series. Small businesses tend to have one class of shares called “common”. Additional classes of shares (e.g. “preferred”) would have different privileges and rights. Similarly, a series is a subdivision of a class of shares. For example, common stock might be divided into Series A having one vote per share and Series B having 10 votes per share.
Use the Shares Authorized Attachment form C087 as needed.
Statutes require the corporation to have a KPB street address at all times in the records of the AZCC. The penalty is administrative dissolution. It is not really clear how the state of Arizona uses this address, if at all. You have the option to state that your KPB street address (not P.O. box) is the same as your statutory agent street address (see #8). This option is the most efficient. Providing a separate address publishes more information about your corporation in the public records of the state and provides another data point your corporation will have to maintain going forwards.
Directors are the individuals elected by the shareholders to oversee the management of the corporation. The Board of Directors elects corporate officers to run the day-to-day operations and make certain decisions for the corporation. List the name and business address of each initial director. Remember that this information will be publicly available. As needed, complete and attach form C082 Director Attachment.
In many states the “statutory agent” is known as a “registered agent.” This individual or
business accepts service of process (lawsuit papers or legal documents) on behalf of the corporation. In other
words, if your corporation is ever sued or called to court, a process server will go to the statutory agent’s
address, deliver a document in exchange for a signature, and then the agent will send it along to the appropriate
contact at your corporation.
In Arizona the registered agent may be an individual, corporation (not itself), or LLC. An individual must be a permanent full-time resident of Arizona who can generally be available at their “permanent, full-time Arizona physical or street address” (AZCC C010i). Hiring an Arizona registered agent company is useful if you are regularly out of the office, wish to keep your address off the public record, or do not want to risk receiving a process server in front of clients or employees.
Arizona articles of incorporation must contain the agent’s name and street address. You may optionally provide a separate mailing address and an “attention to” line for the street address of a corporation or LLC.
You must complete and attach Statutory Agent Acceptance form M002 in which the statutory agent accepts their appointment in writing.
The incorporator is the individual responsible for executing the articles of incorporation. The function of the incorporator usually ends after the documents are filed. More than one incorporator may be used. Each incorporator must print their name, street address (not a post office box), and mailing address (if different). Remember that any information you provide will become part of public record so you may wish to use a business location. Each incorporator must sign the articles of incorporation to execute them. A signature consists of a printed name, signed name, title or capacity, and date.
You may choose to include additional statements in the articles of incorporation (certificate of formation). Be aware that any information you include will become part of public record.
All documents must be submitted with a cover sheet.
If applicable, attach the direction attachment form with more space to list the initial directors.
If applicable, attach the incorporator attachment form with more space to list the incorporators.
The statutory agent must sign this attachment accepting their appointment.
Obtain the template for this requied attachement from the A.C.C. Remember to also include any required attachments to this form.
Include all filing fees.