Arizona Incorporation

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How to Incorporate in Arizona

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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.


Paperwork Cost Time
  • 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
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Incorporation: $60 + optional $35 expedite fee
  • Publishing of incorporation: ~$200
  • Arizona state taxes: $12 per license/location

How to Incorporate in Arizona

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".

Corporations are formed under and regulated by state law. Arizona has special rules and requirements for licensed professionals forming a professional corporation.

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:
Arizona Corporation Commission - Online Name Availability Check
Name Reservation:
Optional
Suffix:
"Association", "bank", "company", "corporation", "limited" or "incorporated" or an abbreviation of one of these words or the equivalent in a foreign language. Corporation may not use "bank", "deposit", "credit union", "trust" or "trust company" unless it also has a license to operate one. ARS §10-401
3 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. Arizona also refers to the registered agent as the statutory agent.

4 File Arizona Articles of Incorporation

File articles of incorporation to create your corporation.

Agency:Arizona Corporation Commission - Corporations Division
Form: ACCESS PREMIUM DATA
Instructions: ACCESS PREMIUM DATA
Filing method: ACCESS PREMIUM DATA
Agency fee:

$60 + optional $35 expedite fee

Turnaround: ACCESS PREMIUM DATA
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

Next you must publish your incorporation:

Within sixty days after the commission approves the filing, a copy of the articles of incorporation shall be published. An affidavit evidencing the publication may be filed with the commission.
ARS §10-203(d)

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.

6 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.

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

Keep minutes of this meeting. 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.

Guidance:
A Guide to Taxes for Arizona Businesses
Submit to:
Arizona Department of Revenue
http://www.azdor.gov/

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.

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.

* Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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