Form a Corporation in Arizona.

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Choosing a Corporation Name

Corporation information in Arizona Your new corporation’s name must be distinguishable from the name of any other registered or reserved Arizona business entity. It must also contain the words “association,” “company,” “corporation,” “incorporated,” or “limited,” an abbreviation of one of these terms, or an equivalent in another language.

Your new Arizona corporation‘s name may not contain language stating or implying that it is organized for a purpose other than one permitted by state law or stated in its articles of incorporation. The name is not permitted to include the terms “bank,” deposit,” “trust,” or “trust company,” either separately or in combination, to state or imply that the corporation will be engaged in the banking or trust business unless it is to be and becomes actively and substantially engaged in the banking or trust business.

If your corporate name is not considered to be distinguishable from one already on file, it’s usually not enough to just change some punctuation, a definite or indefinite article (such as “a,” “an,” or “the”), or the status designator (“corporation,” “company,” “incorporated,” “limited,” etc.).
Corporate names can be reserved with the state for up to 120 days at a time for $10.

Articles of Incorporation

Arizona requires that a new corporation’s articles of incorporation must be filed by one or more of the incorporators (there must be at least one), along with a $60 fee, with the Arizona Corporation Commission. There are no eligibility prerequisites for an incorporator, and the incorporator’s only duty is to deliver the articles of incorporation and a certificate of disclosure to the Arizona Corporation Commission.

A Certificate of Disclosure for Business Corporations must be signed by the incorporator and submitted with the articles of incorporation. This document asks for information about criminal convictions, civil fraud actions, and prior corporate bankruptcies relating to any of the corporation’s founders, as well as the corporation’s fiscal year end. The articles must include:

  • Name, address, and signature of each incorporator
  • Names and addresses of directors
  • Name, address, and signature of the corporation’s statutory agent Street address of the corporation’s known place of business (if different from that of its statutory agent)
  • Number of shares the corporation is authorized to issue
  • Statement of specific type of business the corporation will be involved in

Examples of other items that are not required, but are allowed to be included in the articles of incorporation are:

  • Director eligibility requirements
  • Circumstances where shareholders might be liable for corporate debts
  • Provisions for managing the business and regulating the affairs of the corporation.
  • Provision(s) eliminating or limiting a director’s liability in certain circumstances
  • Provision(s) allowing or mandating indemnification of a director for liability in certain circumstances.

Arizona requires new domestic corporations to publish their filed articles of incorporation in an approved general circulation newspaper, within 60 days of filing, in the county where the principal business office is located. This publication must be made in three consecutive issues. Then, within 90 days of filing, the new corporation must file an affidavit of publication with the state.

Registered Agent and Office

Every Arizona corporation must have a “statutory” agent in the state (called a “registered” agent in most other states)-a natural person with a primary residence in Arizona, or a registered business entity authorized to conduct business in the state. The statutory agent is designated as the official recipient of administrative and legal correspondence from the state.

Arizona also requires that all corporations maintain a “known place of business”-called a “registered office” in most states-which may be the address of its statutory agent.


A corporation must maintain its bylaws at its main executive office, but is not required to file them with the state. The incorporators or board of directors should adopt the corporation’s bylaws at its initial meeting-insuring that they do not conflict with the articles of incorporation-and keep them updated as time goes on. Bylaws describe the corporation’s basic operating principles from both the managerial and legal perspectives, and should include as a minimum:

  • How, when, and where shareholders and directors meetings are held
  • What authority directors have, how many there are, and how long they serve
  • How consensus on major decisions is reached with and without meetings
  • Duties and responsibilities of officers and how long they serve
  • How stock is issued
  • Requirements for providing annual financial information to shareholders


The board of directors is responsible for making major decisions for the corporation. Your Arizona corporation must have at least one director. The articles of incorporation and/or the bylaws will often specify qualifications for directors. A director does not have to be a state resident or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.

Corporate officers’ positions and their duties are set forth in the bylaws, or else appointed by the board of directors in accordance with those bylaws. A duly appointed officer may appoint as many officers or assistant officers as are permitted by the bylaws or by the board of directors. One of the corporation’s officers is required to have the responsibility of preparing minutes of directors’ and shareholders’ meetings, as well as for authenticating the corporation’s records. An officer is allowed to simultaneously hold more than one office in a corporation.

Requirement Reports

Arizona corporations must file a report annually with the Arizona Corporation Commission in their anniversary month of the original filing. This report must include:

  • Corporation’s name and state (or country) of incorporation
  • Address of its known place of business
  • Name and address of its in-state statutory agent
  • Its principal office address
  • Nature or purpose of its business
  • Names and addresses of directors and principal officers
  • Total number of authorized shares, itemized by class and series within each class
  • Total number of issued and outstanding shares, itemized by class and/or series within each class
  • Certificate of disclosure
  • Names of shareholders of record who hold more than 20 percent of any class of shares
  • Statement that all required corporate income tax returns have been filed


Arizona has both a corporate income tax and a sales tax for businesses; actual rates depend on the type and amount of business activity. Arizona’s corporate tax structure consists of a flat rate of 6.968% on all corporate income, ranking 26th among states levying corporate income taxes.

“S corporation” status is recognized by the State of Arizona. A “subchapter S” corporation or “S-Corporation” is one that chooses to be treated as a pass-through entity (the same way as a sole proprietorship or partnership) for tax purposes, meaning that the tax-related information for the “S-Corp” is filed as part of the owner’s individual income tax.

Learn more about incorporating in Arizona

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Commonly Asked Questions For Starting a Arizona Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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