A corporation is formed or created by submitting Articles of Incorporation to the Arizona Corporation Commission (“A.C.C.”). The A.C.C. staff will examine the articles for statutory compliance and either approve the articles for filing or reject the articles with instructions on how to resubmit the document. Once the articles are approved for filing, the corporation is incorporated (formed or created). Use the FILE feature to find the A.C.C. form for Articles of Incorporation.

A nonprofit corporation is formed the same way a for-profit or business corporation is formed, but the statutory requirements for the articles of incorporation are a little different. A nonprofit corporation is formed or created by submitting Articles of Incorporation to the Arizona Corporation Commission (“A.C.C.”). The A.C.C. staff will examine the articles for statutory compliance and either approve the articles for filing or reject the articles with instructions on how to resubmit the document. Once the articles are approved for filing, the corporation is incorporated (formed or created). Use the FILE feature to find the A.C.C. form for Articles of Incorporation.

“Nonprofit” does not mean “tax-exempt” in Arizona. The A.C.C. form for nonprofit articles of incorporation meets only the Arizona statutory minimum requirements to form a nonprofit corporation, and does NOT contain language that might be required by the I.R.S. to obtain tax-exempt status. You should seek legal or tax advice, or research the I.R.S. (www.irs.gov) requirements before submitting any documents to the A.C.C.

S corp, C corp, and 501c3 are all Internal Revenue Service (I.R.S.) code references. Those designations pertain only to tax status, and are not actually types of corporations. In Arizona, you would simply form either a for-profit corporation or a nonprofit corporation. The corporation’s tax status would later be determined by the I.R.S. and not by the A.C.C. Please note that the I.R.S. may require specific language in the articles of incorporation to obtain tax-exempt status, and that language is NOT included in the Arizona Corporation Commission forms. You should research the I.R.S. requirements at www.irs.gov before submitting any documents to the A.C.C.

The Internal Revenue Service (I.R.S.) determines tax status. Consult the I.R.S. website, www.irs.gov, for information on how to apply for tax-exempt status. Please note that the I.R.S. may require specific language in the articles of incorporation or organization, and that language is NOT included in the A.C.C. forms. You should research the I.R.S. requirements before submitting any documents to the A.C.C.

Typically, persons such as doctors, accountants, or lawyers form professional corporations. You should check with the agency or board that licenses your profession to see if it requires you to form a professional corporation or if it prohibits you from forming a professional corporation. The Arizona Corporation Commission staff cannot tell you whether you can or should form a professional corporation, because this issue may involve legal or tax advice, and A.C.C. staff are not licensed attorneys or accountants, and cannot give legal or tax advice to the public.

The corporation is required by law to adopt bylaws. Bylaws are written rules that govern how the corporation operates internally, such as how the Board of Directors will be elected and what votes are required for a particular action. Bylaws can have any provision in them that is not prohibited by law. See A.R.S. § 10-206 and 10-3206. The A.C.C. does not have a form for bylaws, and A.C.C. staff cannot advise you concerning the content of bylaws. DO NOT FILE bylaws with the Arizona Corporation Commission.

No. Bylaws will not be accepted for filing and they will not be mailed back to you. Do not submit bylaws to the A.C.C.

Bylaws are not filed with the A.C.C., so the A.C.C. cannot provide copies of them. We suggest contacting the Board of Directors, an officer, or the statutory agent of the corporation.

The Arizona known place of business address may be changed when the corporation submits its annual report, or it may be changed by submitting a Statement of Change form. Use the FILE feature to find the Corporation Statement of Change form.

Officers and directors may be changed when the corporation submits its annual report, or they may be changed by submitting an Officer/Director/Shareholder Change form. Use the FILE feature to find the Officer/Director/Shareholder Change Form.

The corporation must submit Articles of Amendment to the A.C.C. Use the FILE feature to find the Articles of Amendment form. The form provided by the A.C.C. covers the statutory requirements for amendments, but the corporation will have to attach to it the actual amendment written out. Read the Instructions to the Articles of Amendment for detailed information about the sections of the Articles of Amendment form. A.C.C. staff cannot tell you what to write for the amendment, but we suggest that you reference each section or article of the Articles of Incorporation that is being amended and then state clearly and simply the amendment or change being made to that section or article.

“Voting group” means all shares of one or more classes or series of stock that are entitled to vote and be counted together collectively at a shareholder meeting. For example, if the corporation has different series of common stock, each series is a voting group. If the corporation has only common stock and not different series of it, then there is only one voting group. See A.R.S. § 10-140(50) for the full definition. Statutes are available on the Arizona Legislature’s website, www.azleg.gov, by following the link for Arizona Revised Statutes.

An Arizona corporation can become a corporation of another state by submitting a Statement of Domestication to the A.C.C. Use the FILE feature to access the form. Read the accompanying Instructions to the Statement of Domestication for more information. You should consult with an attorney so that you can receive appropriate legal advice for your particular needs. The A.C.C. cannot advise you about domestication or any other legal issue.

Corporations that file bankruptcy must complete and submit to the A.C.C. a Statement of Bankruptcy. Use the FILE feature to access the form. Individuals who file bankruptcy, such as officers or directors, do not need to report that individual bankruptcy to the A.C.C.

Corporation documents submitted to the A.C.C. may be signed by either a duly-authorized officer or the Chairman of the Board of Directors. “Duly-authorized” means that the corporation has granted that officer authority to sign on behalf of the corporation. The person signing should always list his or her title underneath the signature, such as “President,” or “Chairman of the Board.” If a document is signed by someone designated only as “Director,” the document will be rejected for an improper signature.

See the FAQ Statutory Agent section for details about statutory agents.

A Certificate of Good Standing may be obtained online using the SERVICE feature, for a fee of $45 ($10 fee plus $35 expedite fee). In the alternative, you may submit a paper Records Request form by mail or in person at 1300 W. Washington St., Phoenix, AZ 85007. Use the SERVICE feature to access the Records Request form.

See the Statement of Conversion and the accompanying instructions. Use the FILE feature to access the form. You should consult with an attorney so that you can receive appropriate legal advice for your particular needs. The A.C.C. cannot advise you about conversion or any other legal issue.

A benefit corporation is a for-profit corporation formed under A.R.S. §§ 10-2401 through 10-2442. The A.C.C. does not offer a form specifically for benefit corporations. You should review the statutes to make sure that the Articles of Incorporation you prepare for your benefit corporation contain all necessary requirements.