Arizona: Business Corporation Formation Filing Requirements
The short answer
Deliver articles of incorporation and a certificate of disclosure to the Arizona Corporation Commission. The articles name every initial director and incorporator, state the agent and Arizona business address, describe the initial business, and authorize shares; after incorporation, the board holds an organizational meeting, and publication is unnecessary if the Commission places the approval information in its database within 60 days.
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This is the general rule in Arizona. Ask about your specific facts and see which parts of current Arizona law apply, with citations to the statutes.
| Governing law and formation record | Arizona Business Corporation Act; deliver articles of incorporation and a certificate of disclosure to the Corporation Commission (§§ 10-201 to 10-203) |
|---|---|
| Incorporator and signature | One or more individuals or entities; name and address every incorporator, and all sign the articles and sworn disclosure certificate (§§ 10-140(37), 10-201, 10-202(A), (D)) |
| Name, purpose, and duration | Name needs an approved corporate designator; articles briefly describe the initial business, but any lawful business is allowed; perpetual by default (§§ 10-202(A)(3), 10-301, 10-302, 10-401) |
| Agent, office, and addresses | Arizona known place of business plus agent name and street address; signed agent acceptance must accompany the filing (§§ 10-202(A)(5)-(6), 10-501; Form C010) |
| Shares, classes, and par value | State each class and its authorized shares; multiple classes need designations and class rights before issuance; current form requires more than zero shares and no par-value field (§§ 10-202(A)(2), 10-601; Form C010) |
| Directors and other disclosures | List every initial director and business address; separate certificate covers specified recent felony/judgment history and prior-corporation bankruptcy history for covered insiders (§ 10-202(A)(4), (D)) |
| Optional and restricted provisions | May add lawful terms and limited director-liability or indemnification provisions, but statutory financial-benefit, intentional-harm, distribution, and criminal exceptions remain (§ 10-202(B)) |
| Method, fee, attachments, and effect | $60; Arizona Business Center online or fax/mail filing; paper cover sheet, agent acceptance, and disclosure certificate; effective on delivery if compliant or delayed up to 90 days (§§ 10-123, 10-203; ACC materials) |
| Initial report, publication, and follow-up | Within 60 days after approval, publish the articles or rely on the Commission's database entry; a newly covered insider during the first 60 days triggers a supplemental sworn disclosure (§§ 10-202(F), 10-203(D)) |
| Organization, officers, and bylaws | After incorporation, the board holds a majority-called organizational meeting to appoint officers, adopt bylaws, and handle other business (§ 10-205) |
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Requirements one by one
Arizona uses a two-document formation packet
Under § 10-201, one or more persons may form the corporation by delivering
articles and a certificate of disclosure to the Commission. Under § 10-140,
“person” includes both an individual and an entity.
Section 10-202 makes the articles unusually detailed. Under § 10-401, the name
also needs an approved corporate designator. The articles state the corporate
name, initial business character, authorized shares, every initial director's
name and address, the statutory agent's name, street address and signature, any
separate Arizona known-place-of-business address, and every incorporator's name,
address and signature.
Under § 10-301, the corporation may conduct any lawful business, while § 10-302
makes the corporation perpetual unless the articles provide otherwise.
The separate certificate covers specified five-year felony and court-order
history for officers, directors, trustees, incorporators and 10% holders. It also
asks about prior-corporation bankruptcy or receivership history for the listed
20% group. All incorporators sign it under penalty of law, and its execution date
may be no more than 30 days before delivery.
Share classes, not par value, drive the charter terms
Under § 10-601, the articles state each share class and the number of
shares authorized in that class. If there is more than one class, the articles
also give each class a distinguishing designation, and the preferences,
limitations and relative rights must be in the articles before shares of that
class are issued.
The current Form C010 requires the total to exceed zero. Neither § 10-202's
required-field list nor Form C010 asks for par value.
Delivery can create the corporation before approval arrives
Under § 10-123 and § 10-203, a compliant filing is effective when the articles and
certificate are delivered, unless the articles specify a later effective time or
date. A delayed date cannot be later than the 90th day after delivery. If the
Commission determines that the filing requirements were not met, the articles
are not filed and the corporate existence terminates when that determination is
completed.
The regular fee is $60. The current agency route accepts online formation through
Arizona Business Center, with fax or mail alternatives. Paper documents use a
cover sheet, and the formation packet includes the signed statutory-agent
acceptance and certificate of disclosure.
The board must finish the organization
Under § 10-205, the board must, after incorporation, hold an organizational
meeting called by a majority of the directors. At that meeting the board appoints
officers, adopts bylaws and handles other organization business.
What trips people up
The 60-day publication rule is not a universal instruction to buy a newspaper
notice. Section 10-203(D) gives two routes after approval: publish a copy of the
articles, or have the Commission place the approval information in its statutory
database. The approval letter tells the filer which follow-up applies.
The disclosure obligation can also change soon after filing. If a previously
undisclosed officer, director, trustee or 10% holder enters the covered group
within 60 days after delivery, § 10-202(F) requires a supplemental sworn
declaration within that same period.
Finally, the known place of business and the statutory-agent address may be the
same, but both functions must be covered. Under § 10-501, the corporation must
maintain both in Arizona.
Common questions
Must I use the Commission's Form C010?
No. The current forms page says the Corporations Division form is not mandatory,
but a custom filing still must contain the statutory terms and be submitted with
the required cover sheet and companion documents.
Are bylaws filed with the Commission?
No. The board must adopt bylaws at the organizational meeting, but the current
Form C010 instructions expressly say not to file them with the Commission.
Does an Arizona corporation filing choose S-corporation tax status?
No. The Commission's instructions explain that “S corporation” and “C
corporation” describe federal tax treatment, not the state-law entity type being
formed by these articles.
Statutes and sources
- Arizona Revised Statutes Title 10, §§ 10-123, 10-140, 10-201 to 10-203,
10-205, 10-301, 10-302, 10-401, 10-501 and 10-601 — current official section
text, accessed August 14, 2026. - Arizona Corporation Commission Form C010, Instructions C010i, corporation
forms page, fee schedule, and current filing-route guidance — official filing
fields, attachments, fee and channels, accessed August 14, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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