Arizona Articles of IncorporationArizona articles of incorporation and articles of organization for limited liability companies (LLCs) are filed with the Corporations Division of the Arizona Corporations Commission located in Phoenix and Tuscon. The Corporations Division is responsible for all new filings, and also for filings for “foreign” (non-Arizona) corporations and LLCs. They have several contact points: On the web: Business Registration and Filings Phoenix Office: 1300 W. Washington Street, First FloorPhoenix, AZ 85007-2929Tel. 602.542.3026 Tuscon Office:Arizona Corporation Commission Linda Fisher, Director
This information is general nature and not intended as legal advice. It is hoped that you will get a broad overview of this subject so that you can intelligently discuss it with your spouse, family, business associates, and professional advisors. You should consult your professional advisors, lawyer or certified public account who specializes in this area of law and taxation. They can be invaluable with your pre-planning, implementation, and continuation of your business entity. I strongly recommend and encourage you to always seek out the counsel of competent licensed professionals before you make important legal and tax decisions. ARIZONA ARTICLES OF INCORPORATION General filing instructions and forms for Arizona articles of incorporation can be found online. The information to be included in your articles will include the following:
After your Arizona articles of incorporation are accepted and filed by the Corporations Division, they will return them to your. You then must publish a copy of the articles in three consecutive issues of a generally circulated newspaper in the Arizona county where your corporation’s principal place of business is located. The Corporations Division will provide you details of the requirement for this. REJECTED FILINGS Each year a significant number of Arizona articles of incorporation, LLCs or other filing submissions are rejected because they do not comply with the statutory filing requirements. So, if you are concerned about getting your filing right the first time, and avoiding delays, be certain you have your documents in good order, properly signed and dated. Certificate of Disclosure Arizona articles of incorporation are required to be submitted for filing together with a “Certificate of Disclosure”. If this certificate is omitted, your filing will be rejected. This certificate is directed at corporate officers, directors, trustees and incorporators. Where they hold or will hold ten percent (10%) of the company ownership (i.e. shares, membership interest, beneficial interest, etc.), the certificate requires disclosure of any felony convictions, injunctions, court orders or other proceedings related to securities law violations, fraud, misrepresentation, etc. in any state or federal jurisdiction during the past seven years. In the case where they hold twenty percent or more ownership, the certificate requires disclosure of any bankruptcy, charter revocation or receivership of any corporation in which they were an officer, director, trustee or incorporator. If so, the certificate will require further details be provided. All incorporators or officers must sign the initial Certificate of Disclosure under penalties of law. Each signature must be dated within thirty (30) day of being submitted with your Arizona articles of incorporation to the Corporations Division for filing. If the owners change, an amended certificate is required to be filed. For more details and to view the Certificate of Disclosure form, click here . Foreign (Non-Arizona) Corporations Corporations from other states or countries (“foreign” to Arizona) wanting to do business in Arizona must apply and file with the Corporations Division. The foreign corporation must deliver the application and a Certificate of Disclosure to the commission, together with a copy of its non- Arizona articles of incorporation, any amendments to its articles of incorporation, and a certificate of existence (or similar document that is authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated). The Corporations Division require that the application, Certificate of Disclosure, and home-state official certification be dated within 60 days of submission to the Commission for filing. See Application to Register Foreign Corporation for more information. If one of these documents is missing, unsigned or not timely dated, your filing will be rejected. Corporate Name Use Arizona (as do most states) requires the corporate name you register to be distinguishable from other company names registered in Arizona. If your corporate name is deemed deceptively similar to another existing Arizona company’s name, your filing to be rejected. Arizona’s Corporation Commission Naming Standards are available here. You can search for name availability online prior to submitting your Arizona articles of incorporation for filing with the Corporations Division. Also see my article Incorporation Name Search for more relevant name considerations. Statutory Agent Acceptance The Statutory Agent is an Arizona person or firm listed in your Arizona articles of incorporation and on the public record to accept service of process for your corporation. Arizona law requires the Statutory Agent to consent in writing to their appointment, either on the original Arizona articles of incorporation or in a separate “Letter of Acceptance” submitted with your filing with the Corporations Division. The Arizona Corporations Commission suggest a letter of acceptance contain language to the effect: “I, [Name of statutory Agent], having been designated to act as Statutory Agent, hereby consent to act in the capacity until removed or resignation is submitted in accordance with Arizona Revised Statutes” I would suggest you also include the complete name of the corporation as it appears in the Arizona articles of Incorporation. ANNUAL REPORT All corporations registered and doing business in Arizona must file an annul report with the Corporations Division of the Arizona Corporation Commission. This report contains updated information, including:
The report can be filed online in real time, or printed and mailed to the Corporations Division office in Phoenix or Tuscon. For an additional fee, the filing may be expedited. Instructions for online filing can be found here. REMEMBER CORPORATE FORMALITIES Filing your Arizona articles of incorporation is amoung the first steps in properly organizing your new business organization. You will also need to hold your organizational meetings, issue stock, complete your share transfer ledger, make applicable tax treatment elections, and record everything in the company minutes to be retained in the corporate minute book. When a regular "for profit" corporation (or other business entity) is organized, it will usually hold at least two kinds of meetings: 1) shareholder meetings which are also called corporate meetings; and 2) directors' meetings. Large corporations especially will hold regular committee meetings, such as meetings of the finance, executive or investment committees. However, it is vitally important for small, closely held companies to hold certain meetings, adopting resolutions, and keep corporate minutes. This helps establish its corporate legal existence so that courts, tax agencies and other authorities can give it separate legal recognition. You can simplify, streamline and systematize your corporation's business meetings and formal record keeping methods. The "form" that you use is not your most important concern. It is instead the "substance" of your meetings, minutes and resolutions that will carry the day. The validity or "legality" (for corporate purposes) of your actions and business conducted at your corporate meetings generally is governed by state law where your company was formed or registered, the company articles or charter, and its bylaws, operating agreement or other governing instruments. If you have the delegated authority and duty to call and preside over meetings – and to keep the official corporate minutes of formal proceeding – you MUST familiarize yourself with the basic rules and principles that govern the legality of those proceedings, and you MUST keep corporate minutes.
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