Key Takeaways:

  • Filing Requirement: Submitting the Articles of Incorporation to the Arizona Corporation Commission (AZCC) is a mandatory step for forming a business or nonprofit corporation in Arizona.
  • Business Structure: Arizona recognizes six types of corporations—profit, professional, business development, close, nonprofit, and corporate sole—each with distinct legal and operational characteristics.
  • Statutory Compliance: Business owners must adhere to Arizona incorporation statutes, including requirements for corporate names, registered agents, and disclosures under Arizona Revised Statutes Title 10.
  • Filing Process: Along with the Articles of Incorporation, a Certificate of Disclosure must be submitted, and publication in a newspaper is required for legal compliance.
  • Common Filing Mistakes: Rejections often result from missing corporate suffixes, invalid registered agent addresses, or failure to include required IRS information for tax-exempt entities.
  • Costs and Fees: Filing fees vary—$60 for profit and professional corporations, $40 for nonprofits, with an optional $35 fee for expedited processing.
  • Ongoing Obligations: Arizona corporations must file annual reports with the AZCC to maintain good standing.
  • Legal Assistance: While an attorney is not required, businesses can seek legal guidance from UpCounsel’s network of experienced lawyers to ensure proper incorporation.

Arizona's Articles of Incorporation

The articles of incorporation in Arizona offer the following advantages to businesses:

  • Protects the stockholders, officers, and directors with limited liability
  • Meets the state or central government law requiring registration of the business's name
  • Provides structure and integrity to the business

There must be at least one owner involved in the startup in order to form a business. He or she has to file both the articles of incorporation and a certificate of disclosure with the Arizona Corporation Commission (AZCC). The owner must provide a cover sheet with the filed documents as well as pay the registration fee.

Arizona's articles of incorporation include the following fundamental information:

  • The name of the business
  • The purpose of the business
  • The location of the business
  • The total amount and worth of authorized shares
  • The names and addresses of the business's board members, its incorporator, and its registered, or statutory, agent 

Types of Corporations in Arizona

There are six different types of corporations in Arizona:

  • Profit corporations
  • Professional corporations
  • Business development corporations
  • Close corporations
  • Nonprofit corporations
  • Corporate soles

The standard corporation is known as a profit corporation while licensed professionals operate professional corporations designed to offer their designated professional service.

There are six purposes of a business development corporation:

  • To assist, advance, and develop the business success and economic well-being of Arizona.
  • To promote new business and industry development in Arizona.
  • To restore current businesses and industries in Arizona.
  • To encourage business expansion so that the state's economy will remain healthy, employment opportunities will increase, and the standard of living in Arizona will improve.
  • To work with both public and private corporations to promote and improve every area of state development, including recreational, commercial, industrial, and agricultural development.
  • To supply money and credit that would otherwise not be attainable to those seeking funds for the development and advancement of their businesses in Arizona.

Close corporations are typically private businesses owned by a small group of people, such as a family business. Nonprofit corporations are a standard non-profit business. An electric cooperative nonprofit membership corporation is a specific non-profit corporation that operates for the following reasons:

  • To provide, buy, promote, sell, or distribute electric energy to consumers.
  • To offer billing, metering, disclosure, and other services related to the use of electric energy.
  • To participate in promoting economic development in rural locations.
  • To participate in projects that are within the law.

Lastly, corporate soles are typically formed to obtain, hold, or discard a church or religious society property for the following reasons:

  • The well-being of religion
  • Charity
  • Public worship

Corporate soles may also acquire, protect, or dispose of scientific research organizations that seek to complete research without any hope of profit.

It is important to note that both C-corporations and S-corporations are not legal entities. These titles are only used for taxation purposes. A profit corporation is automatically labeled as a C-corporation unless its owners specifically choose an S-corporation as classified through the IRS.

Understanding Arizona Incorporation Statutes and Legal Requirements

When incorporating in Arizona, it's essential to understand and comply with the relevant state statutes. This ensures your corporation is legally sound and can operate without issues. Below are the key statutes and requirements you need to be aware of, along with helpful links to the official Arizona legal resources.

Key Arizona Incorporation Statutes

Arizona Revised Statutes Title 10 - Corporations and Associations

Chapter 2 - General Provisions: This chapter covers general provisions applicable to all corporations. It includes definitions, requirements for corporate names, and other foundational rules.

Article 3 - Articles of Incorporation

Section 10-202 - Contents of Articles of Incorporation: This section details what must be included in your articles of incorporation, such as the corporation's name, purpose, initial directors, and the address of the registered office.

Section 10-501 - Certificate of Disclosure

This section requires the incorporator to file a certificate of disclosure along with the articles of incorporation, disclosing information about officers, directors, and any significant changes in control.

Section 10-130 - Registered Office and Agent

This section outlines the requirements for maintaining a registered office and a registered agent in Arizona. It is critical to ensure compliance to avoid administrative dissolution.

Filing Requirements and Procedures

Filing the Articles of Incorporation

You must file your articles of incorporation with the Arizona Corporation Commission (AZCC). The articles must include specific information as required by Arizona law.

Certificate of Disclosure

Along with your articles, a certificate of disclosure must be submitted. This document provides transparency about the key individuals involved in your corporation.

Publication Requirements

After incorporation, Arizona requires the publication of the articles of incorporation in a newspaper of general circulation in the county where the corporation's known place of business is located.

Annual Reports

Corporations must file an annual report with the AZCC to remain in good standing. This report includes information about the corporation's current status and operations.            

Things to Know Before Filing the Articles of Incorporation

The first priority for owners upon filing the articles of incorporation in Arizona is to study the instructions and ensure that they understand all of the requirements. Often, articles that are not filed by professionals get rejected for reasons such as the following:

  • Failure to include a corporate suffix
  • Providing an invalid address for the business's registered agent

Additionally, although the articles of incorporation template provided by the State of Arizona guides owners through the minimum amount of information required for approval, it does not propose any additional information that should often also be included. For example, organizations that have 501(c) (3) eligibility, the IRS requires further information. Instances requiring additional information include the following:

  • State tax exemptions
  • Licenses
  • B-corporation
  • Various banking motives

The following three business types should be incorporated in Arizona:

  • Profit corporations
  • Nonprofit corporations
  • Professional corporations

An attorney is not required; however, there is a fee to file. Profit and professional corporations include a fee of $60, and non-profit corporations cost $40. Owners can also choose to have their files expedited for an additional fee of $35.

Frequently Asked Questions

  1. What information is required in the Articles of Incorporation in Arizona?
    The Articles of Incorporation must include the business name, purpose, principal address, registered agent information, names and addresses of directors and incorporators, and details about authorized shares.
  2. How much does it cost to file Articles of Incorporation in Arizona?
    The filing fee is $60 for profit and professional corporations and $40 for nonprofit corporations. Expedited processing is available for an additional $35 fee.
  3. Do I need to publish my Articles of Incorporation in Arizona?
    Yes, Arizona requires newly formed corporations to publish a notice of incorporation in a newspaper of general circulation in the county where the business is located.
  4. What is the purpose of the Certificate of Disclosure?
    The Certificate of Disclosure provides transparency about the corporation’s officers, directors, and any significant control changes, ensuring compliance with state laws.
  5. Is hiring an attorney required to file Articles of Incorporation in Arizona?
    No, an attorney is not required, but legal assistance can help ensure compliance and prevent filing errors that could delay incorporation.

Expert Legal Support for Incorporating in Arizona

If you need help with Arizona's articles of incorporation, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.