How to Incorporate in Arizona

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).

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

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.

File articles of incorporation to create your corporation.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

• The A.C.C. requires an Arizona annual report.