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Incorporating in Arizona
The name that you choose for your Arizona Corporation must be distinguishable from any other registered Arizona business entity and any reserved names on record, subject to certain exceptions under state law.
The name of your Arizona corporation must contain one of (or an abbreviation of) the following endings or words of similar import in another language:
Arizona state law restricts the use of certain words and phrases in business names, including those which imply that the corporation was organized for a different purpose than what was specified in the articles of incorporation.
When you incorporate in Arizona, the corporation’s existence begins after the articles of incorporation are filed with the Arizona Corporations Commission. Arizona law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
Arizona allows a corporation to be formed for any lawful business activity, a brief statement of the character of business that the corporation initially intends to actually conduct in this state.
Other Required Listing Information:
Arizona also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:
(1) a provision eliminating or limiting the liability of a director in certain circumstances and/or
(2) a provision permitting or making obligatory indemnification of a director for liability in certain circumstances.
Arizona requires you to publish your filed Articles of Incorporation in a newspaper in general circulation where the principal business office is located. Proof of publication must be submitted to the state.
Generally, Arizona incorporation bylaws are written to manage the corporation’s business and to conduct the corporation’s affairs so long as the bylaws do not conflict with the articles of incorporation. A corporation maintains its bylaws at its principal executive office and is not required to file them with the state.
The board of directors of an Arizona corporation shall adopt initial bylaws for the corporation.
Officers are described in the bylaws or appointed by the board of directors in accordance with the bylaws. A duly appointed officer may appoint as many officers or assistant officers as authorized by the bylaws or the board of directors. One of the officers has the responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. The same individual may simultaneously hold more than one office in a corporation.
Every Arizona Corporation must have a statutory agent in Arizona -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
· Eligibility Requirements - The statutory agent in Arizona must be either (1) an individual residing in the state or (2) a corporation with authority to operate in this state.
Arizona requires that every corporation maintain a known place of business, which may be the address of its statutory agent.
Under Arizona law, a professional corporation is formed in order to render services within a single, state-licensed profession. Professional corporations may generally only engage in a single service, as opposed to any other business, and must comply with particular conventions in its choice of corporate name.
A report must be filed with the Arizona Commission every year in an anniversary month determined by the commission. This report must include:
· The corporation’s name and its state or country of incorporation
· The address of its known place of business and the name and address of its
statutory agent in this state
· The address of its principal office
· The nature of the corporation’s business
· The names and addresses of the corporation’s directors and principal officers
· The total number of authorized shares, itemized by class and series, if any, within each class
· The total number of issued and outstanding shares, itemized by class or series, if any, within each class
· A certificate of disclosure
· The names of shareholders of record of the corporation holding more than twenty per cent of any class of shares issued by the corporation, including persons beneficially holding the shares through nominees
· A statement that all corporate income tax returns required have been filed with the department of revenue.
A corporation may voluntarily elect to wind up and dissolve. The articles of dissolution must be delivered for filing to the Arizona Corporation Commission.
Income Tax Rate:For information on Arizona tax rates, visit: http://www.revenue.state.az.us/
S corporation status is recognized by the State of Arizona. Arizona does not require a separate annual filing from the S-corporation beyond Tax Return Form 120S.
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