How to Incorporate in Arizona

Education

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.

1. 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).

2. 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:
   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

3. Appoint a Registered Agent

   Before you officially file to create your Arizona LLC, you will need to decide who your Arizona registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.

   State law requires every LLC to have a registered agent. The registered agent is designated when you file Arizona articles of organization with the Arizona Corporation Commission - Corporations Division.

   Our reliable registered agent service fulfills this requirement. You get:

   • Same-day documents from our local office in Oro Valley
   • Immediate online access to state forms with our address and, where required, our signature
   • Annual fees from $89 to $99 per state with no additional charges

   
   

4. File Arizona Articles of Incorporation

   File the articles of incorporation to create your corporation.

   Agency:	Arizona Corporation Commission - Corporations Division
   Form:	Articles of Incorporation - For-profit
   Instructions:	Instructions C010i: Articles of Incorporation - For-Profit
   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:	ARS §10-202
   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

5. 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. Publication is not required if the entity has a place of business in either Maricopa or Pima county. For foreign entities, publication is not required in the entity's registered agent address is located in Maricopa or Pima county.

6. Establish Bylaws & Corporate Records

   Your corporation must keep correct and complete books and records.

   Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.

   A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).

   Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:

   • Meeting minutes
   • Shareholder resolutions
   • EIN verification letter
   • Amendments and other filings made to the corporation over its lifetime

   Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.

7. 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.

8. 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 §10-205

   The 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.

9. 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.

10. 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.

11. 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

12. 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.

13. 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.

14. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns.

    
    

    Annual Report

    Many states also require business entities to file an annual report to maintain good standing with the secretary of state.

    Agency:	Arizona Corporation Commission - Corporations Division
    Form:	Start online filing then click the link to "print form" or contact the ACC to have them send you a form.
    Filing Method:	Mail or online.
    Agency Fee:	$45
    Turnaround:	See current processing times. Expedited processing available for $35.
    Due:	To find your corporation's due date, check your entity's record on the eCorp Search page by entering the entity name in the search box and clicking on "search."
    Law:	A.R.S. § 10-1622
    Penalties:	$9/month. A Notice of Pending Administrative Dissolution will be mailed to the corporation's statutory agent approximately 90 days after the due date. If the annual report is not submitted, approximately 60 days after the date of the Notice, the corporation will be administratively dissolved.
    Notes:	An officer listed on the report must file. You may not change your registered agent using this annual report. If you file online, be sure to print the receipt page at the end of the process (after the credit card payment page) for your records. If you file by mail, be sure to include a cover page.

    
    

    For more details, see our Arizona annual report information center page.

    You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Arizona corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.

    Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.