How to Incorporate in Arizona
If you’re looking to incorporate in Arizona, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
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Choose a corporate structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Arizona".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Arizona".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
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Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: Arizona Corporation Commission - Corporations Division Name Reservation: Optional Suffix Requirements: "1. Shall contain the word "association", "bank", "company", "corporation", "limited" or "incorporated" or an abbreviation of one of these words or words or abbreviations of like import in another language...
3. Notwithstanding paragraph 1 of this subsection, shall not include the words "bank", "deposit", "credit union", "trust" or "trust company" separately or in combination to indicate or 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.
4. Shall not 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."
ARS §10-401 -
Appoint a Registered Agent
Identify the corporation’s Arizona registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.
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File Arizona Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: Arizona Corporation Commission - Corporations Division Form: Instructions: Filing Method: Mail, in-person, or online.
Agency Fee: $60 + optional $35 expedite fee
Turnaround: See state-published current processing times (usually about two months). ~7-10 business days for $35 expedite fee.
Law: Notes: A complete application package contains:
- Form CFCVLR: Cover sheet
- Form C010: Articles of Incorporation - For-Profit
- Form C087: Shares Authorized Attachment, if applicable
- Form C082: Director Attachment, if applicable
- Form M002: Statutory Agent Acceptance
- Form C084: Incorporator Attachment, if applicable
- Payment including optional expedite fee
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Publish Incorporation
Arizona requires new domestic corporations to publish in the county of the known place of business in Arizona, within 60 days, and for 3 consecutive publications.
Law: ARS §10-203(d) Notes: When the Arizona Corporations Commission approves your incorporation, they will send you a notice that includes instructions on publishing. Legal journal and newspaper fees vary based on the publication and length of copy; estimate ~$200 in publishers’ fees. Submitting affidavits evidencing publishing to the A.C.C. is optional.
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Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records of account in compliance with ARS §10-1601. Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.
Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation ARS §10-206. You will review and ratify the bylaws at your first board of directors meeting. -
Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
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Hold Organizational Meeting
Hold the first meeting of the board of directors.
After incorporation the board of directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.
ARS §10-205The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: One or more required.
- Qualifications: No residency or shareholder requirement, unless in bylaws or articles of incorporation.
- Quorum: Majority, unless fixed in bylaws or articles of incorporation.
- As prescribed in the bylaws or articles of incorporation.
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Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Optional, but shareholder must receive a writing with the same information.
- Voting Trusts Allowed: Yes.
- Required: Yes.
- Action by written consent: Allowed if by all shareholders entitled to vote on the action.
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Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
http://www.irs.gov/Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. -
Get Arizona State Tax Identification Numbers/Accounts
Arizona does NOT offer a consolidated state tax registration application. Apply for each individual tax account that is needed.
Agency: Arizona Department of Revenue Form: Arizona Joint Tax Application (Form JT-1) is used to apply for Transaction Privilege Tax, Use Tax, and Employer Withholding and Unemployment Insurance. The cost for each license/location is $12.
Notes: A Guide to Taxes for Arizona Businesses -
Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
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Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
Arizona Business License
Not required
General Business License licensure is not required on the State level in Arizona.
Arizona does not have a general business license at the state level, but local licenses are often required.
Registration Not Required
Not required
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Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns. You must also file:
- Arizona corporations are required to file a Arizona Annual Report.
