Forming a Arizona C Corporation
Incorporating in Arizona involves submitting formation documents and other forms
to the Corporations Division of the Arizona Secretary of State. These formation
documents can be delivered for filing in person, via fax, or via mail service.
An Arizona C corporation, formed pursuant to §10-202 of the Arizona Revised Statutes,
or A.R.S., becomes, upon filing, a separate entity from its individual owners. That
new legal entity is now capable of entering into contracts, pursuing legal action
against another person or entity, and other rights afforded to legal persons. This
personal liability, note, is only assured if specific corporate formalities are
Articles of Incorporation for Your Arizona C Corporation
Your C corporation’s formation document is the Arizona Articles of Incorporation.
These Articles typically list the following:
- Name: Your corporate name, including the required corporate ending, must be available
for use in Arizona.
- Initial Business: Provide the purpose of the business. This must correspond with
any purpose implied by your business name.
- Authorized Capital: List the amount of stock the C corporation is authorized to
- Known Place of Business: Give the street address of the main place of business.
This may be the statutory agent’s address instead of the actual business’s location.
- Statutory Agent: Otherwise known as a Registered Agent, this is the contact person
for your business and must have a physical address within the state of Arizona.
A registered agent can be an individual or another Arizona business entity.
- Board of Directors: The amount of directors the C corporation will initially have,
which must be at least 1, should be indicated; the names and addresses of each director
will also be provided.
- Incorporators: At least one incorporator—the person who delivered the articles for
filing—should be listed, along with his or her mailing address.
- Indemnification of Officer, Directors, Employees, and Agents: [Specific language,
provided by the state]
- Limitation of Liability: [Specific language, provided by the state]
The incorporator will sign the Articles of Incorporation; the Statutory or Registered
Agent will sign his or her acknowledgement of the acceptance of the role.
Further Responsibilities of a Arizona C Corporation
The Incorporator(s) must send in a Certificate of Disclosure to the Corporations
Division; the Certificate must be dated within 30 days of the delivery of the Articles.
Any entity that has incorporated in Arizona must file an Annual Report; this filing
can be submitted via fax, mail, or the state’s Public Access website.
You may modify or revise any of the information contained in the original Articles
of Incorporation by filing an Article amendment with the Corporations Division.
Additional Information about a Arizona C Corporation
Your C Corporation:
- Can sell stock in order to raise capital
- May deduct the cost of benefits provided to employers (such as parking permits,
health insurance, and so on)
- Has a board of directors, which oversees the policies of the corporation
- Issues limited liability for owners
- Can be owned by either non-US citizens or non-resident aliens alike
- Can own or be owned by other business entities
- Is taxed separately from the owners’ income
Shareholders of a Arizona C Corporation cannot be held liable in a judgment against
the corporation for an amount greater than the amount of stock they hold. (This
does not include any personal liabilities, such as fraud, failure to pay taxes,
and so on.)
Other Types of Businesses in Arizona
For information on other types of businesses in Arizona, please explore the links