Company Name:
The name shall contain the word "association," "company," "corporation," "incorporated," or "limited," or an abbreviation of one of such words, "Inc.", "Corp." or "Ltd."
The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Incorporation.
The following words or phrases are either prohibited or restricted and may require consent from the Department of Banking prior to filing with the Arizona Corporation Commission “Bank,” “Banc,” “Bancorp,” deposit," "trust," or "trust company".
Company names in Arizona can be reserved for 120 days at a time.
Formation Document:
The formation document required to file a corporation in Arizona is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, county in which the office of the corporation is to be located, shares, par value, any director’s names and addresses, business address, and the name and address of the registered agent.
A Certificate of Disclosure for Business Corporations 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.
Arizona corporations are required to publish notice of the incorporation within 60 days of formation in a newspaper in the county of the principal business office for three consecutive publications. An affidavit of publication must then be filed with the state within 90 days of filing.
Professional Corporations:
Arizona law does allow for the formation of Professional Corporations (PC's).
Directors/Officers:
Corporations are managed by their Board of Directors. The minimum number of directors required in Arizona is 1 and there are no age restrictions. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.
Bylaws:
The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.
Corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.
Annual Requirements:
All Arizona corporations will be required to file a Certificate of Disclosure and annual report every year with the Arizona Corporation Commission. The statement will request updated information on the purpose of the business, 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, name and address of directors and principal officers, the principal executive office, Name and address of its in-state statutory agent and the address for service of process and must include the, 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. The statement is due during the month of formation. Failure to file the annual report may result in the company becoming inactive.
Assumed Name DBA:
Businesses may elect to register a trade name with the Secretary of State.
Dissolution:
Arizona Corporation Commission provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to Section 10-1403, 10-11403; see A.R.S.10-1401--10-1407 of the Arizona Revised Statues.
All Corporation Articles of Dissolution must be submitted with a tax clearance certificate (Certificate of Compliance) if the company conducted business or issued shares. If filing a Tax Clearance certificate is required the company will have to publish the Articles of Dissolution as well.
Taxation:
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.
Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Arizona an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Arizona Department of Revenue.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Arizona Department of Revenue at http://www.azdor.gov.
Company Name:
The name shall contain, without abbreviation, the words "Limited Liability Company" or "Limited Company" or the abbreviation "L.C.," "LC," "LLC" or "L.L.C." The words “Association” “corporation," and "incorporated," cannot be used in the name of an LLC.
The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Organization. However, an LLC may apply to use a name that is not distinguishable from another business entity's name if the other entity agrees in writing to the use and submits a formal request to the state to change its own name to make it distinguishable from the startup LLC. The new LLC may also use a name that is not distinguishable from some other entity if a court has established the applicant's right to use the name applied for.
The following words or phrases are either prohibited or restricted and may require consent from the Department of Banking prior to filing with the Arizona Corporation Commission “Bank,” “Banc,” “Bancorp,” deposit," "trust," or "trust company".
Company names in Arizona can be reserved for 120 days at a time.
Formation Document
The formation document required to file an LLC in Arizona is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, the name, address and signature of the registered agent, business address, whether the LLC will be member-managed or manager-managed, duration, names and addresses of the initial members.
Arizona LLCs are required to publish notice of the incorporation within 60 days of formation in a newspaper in the county of the principal business office for three consecutive publications. An affidavit of publication must then be filed with the state within 90 days of filing.
Professional LLC's
Arizona law does allow for the formation of Professional LLC's (PLLC's).
Members/Managers
LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Arizona is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.
Operating Agreement
The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.
Annual Requirements
Arizona LLCs are not required to file an annual report with the state.
The LLC should keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.
Assumed Name DBA
Businesses may elect to register a trade name with the Secretary of State.
Dissolution
Arizona Corporation Commission provides a procedure for voluntarily dissolving a domestic LLC by filing an Articles of Termination pursuant to Section 29-783 of the Arizona Revised Statues.
Taxation
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Arizona Department of Revenue at http://www.azdor.gov.
Company Name:
The name can, but is not required to, contain the word "association," "company," "corporation," "incorporated," or "limited," or an abbreviation of one of such words, "Inc.", "Corp.", “Co.”, or "Ltd."
The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Certificate of Formation.
The following words or phrases are either prohibited or restricted and may require consent from the Department of Banking prior to filing with the Arizona Corporation Commission “Bank,” “Banker,” ,”Banking”, “Banc”, “Banc”, Banque”, “Credit Union”, “Deposit", “Savings Association”, Building Association”, “Savings and Loan Association”, “Building and Loan Association”, “Savings bank”, "Trust", “Thrift” or "trust company".
Company names in Arizona can be reserved for 120 days at a time.
Formation Document
The formation document required to file a Not-For-Profit corporation in Arizona is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose clause or character of affairs, whether the NFP will have members, business address, name and address of the statutory (registered) agent and directors, signature of statutory agent, names and address of the directors.
In order to qualify for Tax Exempt Status with the IRS, a specific purpose must be included in the Articles of Incorporation, as well as other specific requirements. Arizona requires most businesses to obtain a business license and pay a fee if operating in the state. Please check with the state to make sure your business is complying with the license requirements for your particular profession.
A Certificate of Disclosure for NFPs should be submitted with the Certificate of Formation. 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.
Arizona NFPs are required to publish notice of the incorporation within 60 days of formation in a newspaper in the county of the principal business office for three consecutive publications. An affidavit of publication must then be filed with the state within 90 days of filing.
Directors/Officers
Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Arizona is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.
You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.
Bylaws
The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.
NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.
Annual Requirements
Arizona NFPs are not required to file an annual reports with the state.
Assumed Name DBA
Businesses may elect to register a trade name with the Secretary of State.
Dissolution
Arizona Corporation Commission provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to Section 10-1403, 10-11403; see A.R.S.10-1401--10-1407 of the Arizona Revised Statues.
All Corporation Articles of Dissolution must be submitted with a tax clearance certificate (Certificate of Compliance) if the company conducted business or issued shares. If filing a Tax Clearance certificate is required the company will have to publish the Articles of Dissolution as well.
Taxation
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.
In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Arizona Department of Revenue at http://www.azdor.gov.
