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Articles of Incorporation: Getting Your New Business Off the Ground

Articles of Incorporation

 

 

If you’ve chosen to organize your business as a corporation in Arizona, there are a number of steps you must take to launch your new enterprise. The Articles of Incorporation is one of the first – and most important – legal documents you must prepare and file with the Arizona Corporation Commission.

 

 

 

 

 

All states require new corporations to file Articles of Incorporation with the appropriate state authority. Although the requirements vary slightly from state to state, Articles of Incorporation generally serve the same purpose in all jurisdictions:

  • Create the corporation
  • Set forth the corporation’s basic purpose
  • Establish a corporate name (and prevent similar names)
  • Identify shareholders, members, and a Statutory Agent
  • Authorize stock and/or provide authority

Like most states, Arizona gives prospective business owners access to a downloadable Articles of Incorporation form found on the Arizona Corporation Commission’s website. New business owners should be mindful, however, that the choice of entity is a huge decision that involves much more than filling out a form or two. Significant tax implications and business planning issues are just two of the decisions that require the help of an experienced business attorney. In fact, the Commission’s website explicitly advises potential business owners to consult with an attorney before completing any of the forms available on its website.

Articles of Incorporation: Required Information

The Arizona Articles of Incorporation form is a three-page document that requires business owners to submit rudimentary information about their corporate entity. This form requires the following information about your business:

Entity Name

Giving your corporation a name may seem like a straightforward exercise, but it’s very important to secure the exact name for your new business. Your business name must be unique – otherwise, the state will reject your Articles of Incorporation. You can check the availability of your desired business name on the Arizona Corporation Commission’s Electronic Document Filing website.

Character of Business

Include a brief, general statement describing your business’s purpose.

Shares

List the class and total amount of each class of stock your corporation is authorized to issue.    With a limited liability company, instead of issuing shares you will provide the names of the members of the company.

Arizona Known Place of Business

This is the corporation’s principal place of business – in other words, where the business conducts its daily operations, sales, and/or functions. Also, the form requires you to list whether the known place of business is the same as the address of the Statutory Agent.

Directors’ Names and Addresses

As the heading suggests, listing the name and business address of every corporate director is required. For a limited liability company, you will provide the contact information for the members.

Statutory Agent

A Statutory Agent is an individual, attorney, or business authorized to accept official communications on a corporation’s behalf. In most cases, communications are limited to mail; specifically, Statutory Agents receive lawsuits, subpoenas, and other court documents on behalf of the corporations they serve.

Certificate of Disclosure

For a corporation, any corporate officer, director, trustee, or incorporator with at least a 10 percent share in the corporation or a 10 percent ownership interest must complete a Certificate of Disclosure form. This form asks questions about an individual’s record of any criminal convictions or financial misconduct.

Incorporator’s Name, Address, and Signature

For a corporation, you must list the name and address of every incorporator. In many cases, there will be just one incorporator. Additionally, each incorporator must sign the Articles of Incorporation form.

© 2014 Matthew W. Harrison and Harrison Law, PLLC All Rights Reserved

This website has been prepared by Harrison Law, PLLC for informational purposes only and does not, and is not intended to, constitute legal advice. The information is not provided in the course of an attorney-client relationship and is not intended to substitute for legal advice from an attorney licensed in your jurisdiction.

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