Incorporating your business in the state of Arizona? The process is fairly simple, and we’ll go over all of the steps below. Remember that SunDoc Filings can also help. Turn to us to handle your filing paperwork, making the process even easier.

If you have questions about your specific situation and how it relates to the incorporation process, remember that you should always consult with a licensed professional. While it’s not imperative that you have an attorney in order to file the paperwork, it may be wise to have someone knowledgeable on your side. Nothing in this article can be construed as tax, accounting, or legal advice. 

Overview

Creating a corporation in Arizona means filing your Articles of Incorporation with the Secretary of State.

You'll need a company name and your company address. Remember that your company name must be available according to state records. You will also need to know which of several types of corporations you're choosing and finally, who your registered agent is. Also, you'll need to state how many shares you're authorizing the corporation to issue, and perhaps the number of shareholders, depending on type of corporation chosen.

In addition to the actual filing of your articles of incorporation, we will also need several other things. First, you'll need to hold your first meeting with your Board of Directors. At this meeting, you will appoint officers and adopt a set of bylaws. You do not need to list your officers in your Articles Incorporation, an and bylaws do not need to be filed with the state. Finally, you will need an EIN or Employer Identification Number, also known as a Federal Tax ID Number. You will obtain this from the IRS. 

Make sure you do not forget to file your Annual Report. Your Annual Report will list your directors and officers. 

Ask an attorney or accountant if you have questions concerning taxation in Arizona

Incorporating

One of the first decisions you’ll need to make is what type of corporation you’ll have. There are three types available. The first type is the General Stock Corporation, which allows you an unlimited potential number of shareholders. The second type is the Close Corporation. This puts the limit of the number of shareholders your business can have at 35. Finally, there is the Professional Corporation, available only for certain professionals and mandated by the state of Arizona.

You can either have an attorney draft necessary forms for you from scratch or you can download forms that meet the Arizona Corporations Code requirements directly from the state. 

Sometimes, unique company needs necessitate unique forms. To illustrate: the default articles of incorporation limit the corporation to one class of shares. Create a custom document, and you can change this. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

All corporations need 3 officers: President, Treasurer and Secretary. Choose different individuals for each role, or have one person fill all of the roles. Typically, an Arizona corporation must at least a minimum of 3 directors, except in certain situations where no shares have been issued or the shareholders are fewer than three. Most of the time, the bylaws will describe the number and limit of directors, unless it’s stipulated in the articles.

The articles of incorporation can only be changed by filing an amendment with the state, while the bylaws are generally amended by a vote of directors and shareholders in a formal meeting. Times and methods of meetings, as well as such things as powers of directors, are set forth in the bylaws, in accordance with relevant provisions of Arizona law. Minutes must be kept of meetings.

Corporate Kits are useful compilations of standard documents to run the corporation, customized to the state of Arizona and including such things as meeting minutes, a corporate seal embosser, stock certificates, and more. A Corporate Records Book is also included in all Corporate Kits and can specifically store your bylaws, company documents, stock papers and meeting minutes. SunDoc Filings can supply you with a Corporate Kit if you’re interested. Go to our Arizona Corporate Kit page for more information.

Registered Agent

Like all other corporations in the state of Arizona, your corporation will need to have a registered agent. This person or company needs to be available at a specific address during weekly business hours so that the state can contact them for legal or other business-related reasons. Many companies find it simpler to outsource their registered agent, and SunDoc Filings can offer you this service. Go to our article What is a Registered Agent? Why Do I Need One? to learn more.

Name Search

When it comes to incorporation in Arizona, choosing a name is extremely important. Most importantly, you need to choose a name that is actually available (no other corporation already uses it). You can check this with the Secretary of State. Remember also that your name needs to follow other statutory requirements. For instance, the name you choose cannot mislead the public, neither can it resemble another business’ name so closely that it causes deception.

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run name searches yourself, or SunDoc is able to perform name searches or reserve your corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. Providing general information between the two corporate tax structures.

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