Arizona Corporate Code.

Arizona Corporation Commission, Corporations Division.

Checklist for incorporating in the Arizona.

General Instructions for incorporating a corporation in the Arizona (includes sample articles of Incorporation).

Links to Arizona corporate forms from the Secretary of State's office.

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Selected Arizona Corporate Statutes

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• Link to definition of terms used in these statutes: Arizona Corporate Code, Section 10-140.
• 10-201. Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation and a certificate of disclosure to the commission for filing.
• 10-202. Articles of incorporation and certificate of disclosure; violation; classification.
  A. The articles of incorporation shall set forth:
  1. A corporate name for the corporation that satisfies the requirements of section 10-401.
  2. The number of shares the corporation is authorized to issue.
  3. A brief statement of the character of business that the corporation initially intends to actually conduct in this state. This statement does not constitute a limitation on the character of business that the corporation ultimately may conduct.
  4. The name and address of each person who is to serve as a director until a successor is elected and qualifies.
  5. The name, street address and signature of the corporation's statutory agent.
  6. The street address of the known place of business for the corporation, if different from that of its statutory agent.
  7. The name and address of each incorporator.
  8. Any provision elected by the incorporators that under chapters 1 through 17 of this title or any other law of this state may be elected only by specific inclusion in the articles of incorporation.
  9. The signatures of all incorporators.
  B. The articles of incorporation may set forth:
  1. A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except liability for any of the following:
     1. The amount of a financial benefit received by a director to which the director is not entitled.
     2. An intentional infliction of harm on the corporation or the shareholders.
     3. A violation of section 10-833.
     4. An intentional violation of criminal law.
  2. A provision permitting or making obligatory indemnification of a director for liability, as defined in section 10-850, to any person for any action taken, or any failure to take any action, as a director, except liability for any of the exceptions described in paragraph 1 of this subsection.
  3. Any other provision, not inconsistent with law.
  C. The articles of incorporation need not set forth any of the corporate powers enumerated in chapters 1 through 17 of this title.
  D. The certificate of disclosure shall set forth all of the following:
  1. The following information regarding all persons who at the time of its delivery are officers, directors, trustees, incorporators and persons controlling or holding over ten per cent of the issued and outstanding common shares or ten per cent of any other proprietary, beneficial or membership interest in the corporation:
     1. Whether any of the persons have been convicted of a felony involving a transaction in securities, consumer fraud or antitrust in any state or federal jurisdiction within the seven year period immediately preceding the execution of the certificate.
     2. Whether any of the persons have been convicted of a felony, the essential elements of which consisted of fraud, misrepresentation, theft by false pretenses or restraint of trade or monopoly in any state or federal jurisdiction within the seven year period immediately preceding the execution of the certificate.
     3. Whether any of the persons are or have been subject to an injunction, judgment, decree or permanent order of any state or federal court entered within the seven year period immediately preceding the execution of the certificate, if the injunction, judgment, decree or permanent order involved any of the following:
        1. The violation of fraud or registration provisions of the securities laws of that jurisdiction.
        2. The violation of the consumer fraud laws of that jurisdiction.
        3. The violation of the antitrust or restraint of trade laws of that jurisdiction.
     4. With regard to any of the persons who have been convicted of the crimes or who are the subject of the judicial action described in subdivisions (a), (b) and (c) of this paragraph, information regarding:
        1. Identification of the persons, including present full name, all prior names or aliases, including full birth name, present home address, all prior addresses for the immediately preceding seven year period, date and location of birth and social security number.
        2. The nature and description of each conviction or judicial action, the date and location, the court and public agency involved, and the file or cause number of the case.
  2. A brief statement disclosing whether any persons who at the time of its delivery are officers, directors, trustees, incorporators and persons controlling or holding over twenty per cent of the issued and outstanding common shares or twenty per cent of any other proprietary, beneficial or membership interest in the corporation and who have served in any such capacity or held a twenty per cent interest in any other corporation on the bankruptcy, receivership or charter revocation of the other corporation. If so, for each corporation, the certificate shall include:
     1. The names and addresses of each corporation and the person or persons involved.
     2. The state in which each corporation:
        1. Was incorporated.
        2. Transacted business.
     3. The dates of corporate operation.
  3. The signatures of all of the incorporators.
  4. The date of its execution, which shall be not more than thirty days before its delivery to the commission.
  5. A declaration by each signer that he swears to its contents under penalty of law.
  E. The certificate of disclosure may set forth the name and address of any other person whom the incorporators elect to be the subject of those disclosures required under subsection D, paragraph 1 of this section.
  F. If within sixty days after delivering the articles of incorporation and certificate of disclosure to the commission any person becomes an officer, director, trustee or person controlling or holding over ten per cent of the issued and outstanding shares or ten per cent of any other proprietary, beneficial or membership interest in the corporation and the person was not the subject of the disclosures set forth in the certificate of disclosure, the incorporators or, if the organization of the corporation has been completed as provided in section 10-205, the corporation shall execute and deliver to the commission within the sixty day period a declaration, sworn to under penalty of law, setting forth all information required by subsection D, paragraph 1 of this section regarding the person. If the incorporators or, as applicable, the corporation fail to comply with this subsection, the commission may administratively dissolve the corporation pursuant to section 10-1421.
  If any of the persons described in subsection D, paragraph 1 of this section have been convicted of the crimes or are the subject of the judicial action described in subsection D, paragraph 1 of this section, the commission may direct detailed interrogatories to the persons requiring any additional relevant information deemed necessary by the commission. The interrogatories shall be completely answered within thirty days after mailing of the interrogatories. With respect to corporations incorporating or seeking authority to transact business, articles of incorporation or an application for authority shall not be filed until all outstanding interrogatories have been answered to the satisfaction of the commission. With respect to existing domestic and foreign corporations, if the interrogatories are not answered as provided in this subsection or the answers to the interrogatories otherwise indicate proper grounds for an administrative dissolution, the commission shall initiate an administrative dissolution in accordance with chapters 1 through 17 of this title.
  On a quarterly updated basis, the commission shall provide to the attorney general a list of all persons who are convicted of the crimes or who are the subject of the judicial action described in subsection D, paragraph 1 of this section as indicated by the certificates of disclosure filed during the preceding three months.
  Any person who executes or contributes information for a certificate of disclosure and who intentionally makes any untrue statement of material fact or withholds any material fact with regard to the information required in subsection D, paragraph 1 of this section is guilty of a class 6 felony.
• 10-203. Incorporation.
  A. Unless a delayed effective date is specified in the articles of incorporation, incorporation occurs and the corporate existence begins when the articles of incorporation and certificate of disclosure are delivered to the commission for filing.
  B. The commission's filing of the articles of incorporation and certificate of disclosure is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation pursuant to chapter 14 of this title.
  C. Subject to section 10-124, if the commission determines that the requirements of chapters 1 through 17 of this title for filing have not been met, the articles of incorporation and certificate of disclosure shall not be filed and the corporate existence terminates at the time the commission completes the determination. If the corporate existence is terminated pursuant to this subsection, sections 10-1405, 10-1406 and 10-1407 apply.
  D. Within sixty days after the filing, a copy of the articles of incorporation shall be published. An affidavit evidencing the publication shall be filed with the commission within ninety days after filing the articles of incorporation.
• 10-204. Liability for noncorporate transactions. All persons purporting to act as or on behalf of a corporation with actual knowledge that no corporation exists under chapters 1 through 17 of this title are jointly and severally liable to the extent not precluded by section 12-2506 for all liabilities created while so acting.
• 10-205. Organization of corporation. After incorporation the board of directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.
• 10-206. Bylaws.
  A. The board of directors of a corporation shall adopt initial bylaws for the corporation.
  B. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
• 10-301. Purposes. Subject to any limitations or requirements contained in its articles of incorporation or in any other applicable law, a corporation shall have the purpose of engaging in and may engage in any lawful business activity.
• 10-401. Corporate name.
  A. A corporate name:
  1. Shall contain the word "association", "bank", "company", "corporation", "limited" or "incorporated" or an abbreviation of one of these words or words or abbreviations of like import in another language.
  2. Shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 10-301 and its articles of incorporation.
  3. Notwithstanding paragraph 1 of this subsection, shall not include the words "bank", "deposit", "trust" or "trust company" separately or in combination to indicate or convey the idea that the corporation is engaged in banking or trust business unless the corporation is to be and becomes actively and substantially engaged in the banking or trust business or the corporation is a holding company holding substantial interest in companies actively and substantially engaged in the banking or trust business.
  B. Except as authorized by subsections D and E of this section, a corporate name shall be distinguishable from all of the following:
  1. The corporate name of a corporation incorporated in this state or a foreign corporation authorized to transact business in this state.
  2. A corporate name reserved under section 10-402 or registered under section 10-403.
  3. A fictitious name adopted by a foreign corporation under section 10-1506.
  4. The corporate name of a nonprofit corporation incorporated under this title or a foreign nonprofit or not for profit corporation authorized to conduct affairs in this state.
  5. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.
  6. The name of a limited liability company organized under title 29, chapter 4 or a foreign limited liability company authorized to transact business in this state.
  7. A trade name registered pursuant to title 44, chapter 10, article 3.1.
  8. The name of a registered limited liability partnership registered under title 29, chapter 2, article 7 or a foreign registered limited liability partnership authorized to transact business in this state.
  C. A corporate name is deemed distinguishable from a name described in subsection B of this section if it is not so identical to the name that in the judgment of the commission the corporate name is likely to mislead the public, unless the name applied for and the name described in subsection B of this section differ only in any of the following:
  1. The words used to indicate corporateness required under subsection A of this section.
  2. The use of symbols or words to denote a number within the names.
  3. The use of words as articles introducing the names.
  4. Variations in punctuation or spelling or in the order in which the words appear.
  D. A corporation may apply to the commission for authorization to use a name that is not distinguishable from one or more of the names described in subsection B of this section. The commission shall authorize use of the name applied for if either:
  1. The other corporation consents to the use in writing and submits an undertaking in a form satisfactory to the commission to change its name to a name that is distinguishable from the name of the applying corporation.
  2. The applicant delivers to the commission a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
  E. A corporation may use the name, including a fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation either has:
  1. Merged with the other corporation.
  2. Been formed by reorganization of the other corporation.
  3. Acquired all or substantially all of the assets, including the corporate name, of the other corporation.
  F. Chapters 1 through 17 of this title do not control the use of fictitious names.
• 10-501. Known place of business and statutory agent. Each corporation shall continuously maintain in this state both:
  1. A known place of business that may be the address of its statutory agent.
  2. A statutory agent who may be either:
  1. An individual who resides in this state.
  2. A domestic corporation formed under this title.
  3. A foreign corporation authorized to transact business in this state.
  4. A limited liability company formed under title 29.
  5. A limited liability company authorized to transact business in this state.
• 10-601. Authorized shares.
  A. The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class, and before the issuance of shares of a class, the preferences, limitations and relative rights of that class shall be described in the articles of incorporation. All shares of a class shall have preferences, limitations and relative rights identical to those other shares of the same class except to the extent otherwise permitted by section 10-602.
  B. The articles of incorporation shall authorize both of the following:
  1. One or more classes of shares that together have unlimited voting rights.
  2. One or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation on dissolution.
  C. The articles of incorporation may authorize one or more classes of shares that:
  1. Have special, conditional or limited voting rights or no right to vote, except to the extent prohibited by chapters 1 through 17 of this title.
  2. Are redeemable or convertible as specified in the articles of incorporation either:
     1. At the option of the corporation, the shareholder or another person or on the occurrence of a designated event.
     2. For cash, indebtedness, securities or other property.
  3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.
  4. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative.
  5. 4. Have preference over any other class of shares with respect to distributions, including dividends and distributions on the dissolution of the corporation.
  D. The description of the designations, preferences, limitations and relative rights of share classes in subsection C of this section is not exhaustive.
• 10-602. Terms of class or series determined by board of directors.
  A. If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations and relative rights, within the limits set forth in section 10-601, of either:
  1. Any class of shares before the issuance of any shares of that class.
  2. One or more series within a class before the issuance of any shares of that series.
  B. Each series of a class shall be given a distinguishing designation.
  C. Unless otherwise expressly permitted by chapters 1 through 17 of this title, all shares of a series shall have preferences, limitations and relative rights identical to those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
  D. Before issuing any shares of a class or series created under this section, the corporation shall deliver to the commission for filing a statement entitled "statement pursuant to section 10-602", which constitutes an amendment to the articles of incorporation and which is effective as provided in section 10-123 and without shareholder action, that sets forth all of the following:
  1. The name of the corporation.
  2. The text of the resolution determining the terms of the class or series of shares.
  3. The date it was adopted.
  4. A statement that the resolution was duly adopted by the board of directors.
• 10-620. Subscription for shares.
  A. A subscription for shares entered into before incorporation is irrevocable by the subscriber for a period of six months from the date of the subscription agreement, unless the subscription agreement provides a longer or shorter period or all of the subscribers agree to revocation.
  B. The board of directors may determine the payment terms of subscriptions for shares, unless the subscription agreement specifies them. Any call made by the board of directors for payment on subscriptions shall be uniform as far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
  C. Shares issued pursuant to subscriptions entered into before incorporation shall be fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
  D. If a subscriber defaults in the payment of money or property when due under a subscription agreement, the corporation may collect the amount due in the same manner as any other debt. The subscription agreement may prescribe other penalties for failure to pay installments or calls that may become due, except that no penalty working a rescission or forfeiture of a subscription or of the amounts paid on a subscription may be declared as against any subscriber unless the subscriber fails to cure the default within twenty days after the corporation sends written notice of the default to the subscriber at his last known address. Subject to the foregoing, the board of directors may release, settle or compromise, on such terms and conditions as it deems appropriate, any subscription for shares or any dispute or action arising out of a subscription for shares, unless the subscription agreement provides otherwise.
  E. A subscription for shares, whether entered into before or after incorporation, is not enforceable unless it is in writing and signed by the party to be charged or his agent.
• 10-625. Form and content of certificates.
  A. Shares may but need not be represented by certificates. Unless chapters 1 through 17 of this title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. A certificate shall not be issued for any share until such share is fully paid.
  B. At a minimum each share certificate shall state on its face all of the following:
  1. The name of the issuing corporation and that it is organized under the laws of this state.
  2. The name of the person to whom issued.
  3. The number and class of shares and the designation of the series, if any, the certificate represents.
  C. If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series, and the authority of the board of directors to determine variations for future series, shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish this information to the shareholder on request in writing and without charge.
  D. Each share certificate:
  1. Shall be signed either manually or in facsimile by one or more officers designated in the bylaws or by the board of directors.
  2. May bear the corporate seal or its facsimile.
  E. If the person who signed either manually or in facsimile a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
• 10-627. Restriction on transfer of shares and other securities; definition.
  A. The articles of incorporation, the bylaws, an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
  B. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and if its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 10-626, subsection B. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
  C. A restriction on the transfer or registration of transfer of shares is authorized:
  1. To maintain the corporation's status if it is dependent on the number or identity of its shareholders.
  2. To preserve exemptions under federal or state securities law.
  3. For any other reasonable purpose.
  D. A restriction on the transfer or registration of transfer of shares may:
  1. Obligate the shareholder first to offer the corporation or other persons separately, consecutively or simultaneously an opportunity to acquire the restricted shares.
  2. Obligate or permit the corporation or other persons separately, consecutively or simultaneously to acquire the restricted shares.
  3. Require the corporation, the holders of any class of its shares or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable.
  4. Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
  5. Impose any other restriction on transfer or registration that is not manifestly unreasonable.
  E. For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
• 10-630. Shareholders' preemptive rights; definition.
  A. The shareholders of a corporation do not have any preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.
  B. A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" or words of similar import means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
  1. The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors, to provide a fair and reasonable opportunity to exercise the right to acquire proportional amounts of the corporation's unissued shares on the decision of the board of directors to issue them.
  2. A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
  3. There is no preemptive right with respect to:
     1. Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or its affiliates.
     2. Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or its affiliates.
     3. Shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation.
     4. Shares issued in transactions for which shareholder approval is required by chapters 1 through 17 of this title.
  4. Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.
  5. Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
  6. Shares that are subject to preemptive rights and that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.
  C. For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.

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