Setting Up A Corporation


Setting Up A Corporation Print
A corporation may be formed in Arizona by meeting the requirements of the Arizona Business Corporation Act.  The Act indicates that a corporation may be formed for any lawful purpose.  The corporate existence begins on the day that the Articles of Incorporation and the Certificate of Disclosure are filed with the AZ Corporation Commission (ACC), which is the agency that regulates corporations and LLC’s.  The Articles of Incorporation must provide the ACC with the following information:  

Provisions:
  • The Name of the corporation
  • The corporation’s Initial Business
  • The corporation’s authorized capital (the number of shares of stock the corporation will be authorized to issue)
  • The corporation’s Known Place of Business in Arizona
  • The number of directors on the initial board of directors (a minimum of one)
  • The name and address of each director on the initial board of directors
  • The name and address the Incorporator(s)
  • The name and physical address of the corporation’s Statutory Agent

Optional Provisions:
  • Indemnification Provision
  • Limitation of Liability Provision

The incorporator(s) must sign the Articles of Incorporation.  If for any reason the Articles of Incorporation fail to meet the statutory requirements, the ACC will return the Articles to the person filing the articles and they will have twenty days to revise the Articles to bring them into compliance and re-file them.  If the Articles are corrected in this time frame, the Articles will “relate back” to the original file date, which gives the corporation the benefit of the earliest file date.  If the Articles are not corrected within the twenty day window, then the existence of the corporation terminates at the end of the twenty-day period.  

All of the information contained in the Articles of Incorporation is public record.  Once the Articles are filed with the ACC, they will be displayed on the ACC’s website.  Additionally, the ACC scans the Articles into its system and the public can access, view and download the Articles from the ACC’s web site.

Once the Articles are approved by the ACC, the Articles must be published in a paper of general circulation in the county of the known place of business in Arizona for three consecutive publications.  The Articles must be published within sixty days of being approved by the ACC.    

Upon completion of the publication, the publisher will provide an Affidavit of Publication confirming the dates of publication.  The Affidavit of Publication must be filed with the ACC within ninety days after the filing of the Articles.  Once the Affidavit of Publication is timely filed with the ACC, the legal requirements of forming the corporation are complete.

The corporation is governed by the “bylaws” and it is analogous to the operating agreement of an LLC or a partnership agreement for a partnership.  If the corporation does not adopt bylaws to govern the business affairs of the corporation, then the Arizona Statute’s default provisions regarding corporations will govern the corporation.  It is important for shareholders of a corporation to create bylaws that address the issues that are important for its business affairs.