Nonprofit Corporation Formation Filing in Arizona

At a glance

Requirements one by one

Articles and disclosure certificate

Section 10-3201 permits one or more persons to incorporate by delivering articles of incorporation and a certificate of disclosure to the Arizona Corporation Commission. Section 10-3202(A) requires the articles to state the name, a brief description of the affairs initially intended, each first director's name and address, whether the nonprofit will have members, and each incorporator's name and address.

The articles also name a statutory agent and include that agent's street address and signature. They state the corporation's known-place-of-business street address if it differs from the agent's (§ 10-3202(A)(4)–(5)). Section 10-3501 permits an Arizona resident individual or a qualifying corporation or limited liability company as agent. Each incorporator signs the articles. The disclosure certificate states the required conviction, court-order, and bankruptcy-related information about the persons listed in § 10-3202(D), is signed by all incorporators, is dated within thirty days before delivery, and includes each signer's sworn declaration.

Name, purpose, and fee

Section 10-3202(A)(1) sends the corporate name to § 10-3401, whose subsection (B) generally requires the name to be distinguishable from existing entity and reserved names. The brief intended-affairs statement required by § 10-3202(A)(2) does not limit the corporation's future affairs; § 10-3301 governs permissible purposes. The Arizona Corporation Commission's live nonprofit filing instructions state a forty-dollar filing fee. Section 10-3122(A)(1) lists a thirty-dollar articles charge and subsection (H)(1) authorizes an additional ten-dollar public-access charge.

When existence begins

Under § 10-3203(A), incorporation normally occurs when both articles and the disclosure certificate are delivered for filing, unless the articles specify a later effective date. Section 10-3123(B) caps that date at the ninetieth day after delivery. If the Commission later determines filing requirements were not met, § 10-3203(C) terminates the provisional existence when it completes that determination.

Section 10-3203(D) separately requires, within sixty days after approval, either publication of a copy of the articles or the Commission's entry of approval information into its statutory database.

What trips people up

Arizona's filing has two records: articles and a sworn disclosure certificate. The statutory agent's signature belongs in the articles. The formation moment is delivery if approved, even though Commission review follows.

Common questions

Must the articles identify first directors?

Yes. Section 10-3202(A)(3) requires each director who will serve until a successor is elected and qualifies, with a name and address.

Can the articles state a later effective date?

Yes. Sections 10-3203(A) and 10-3123(B) allow a specified later date, no later than the ninetieth day after delivery.

Statutes and sources

• Ariz. Rev. Stat. § 10-3201 — “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.” Official source. Accessed 2026-10-01.
• Ariz. Rev. Stat. § 10-3202(A) — “A. The articles of incorporation shall set forth: 1. A corporate name for the corporation that satisfies the requirements of section 10-3401. 2. A brief statement of the character of affairs that the corporation initially intends to conduct. This statement does not limit the affairs that the corporation may conduct. 3. The name and address of each person who is to serve as a director until a successor is elected and qualifies. 4. The name, street address and signature of the corporation's statutory agent. 5. The street address of the known place of business for the corporation, if different from that of its statutory agent. 6. The name and address of each incorporator. 7. Whether or not the corporation will have members. 8. Any provision elected by the incorporators that under chapters 24 through 40 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.” Official source. Accessed 2026-10-01.
• Ariz. Rev. Stat. § 10-3202(D) — “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 and incorporators: (a) 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 five-year period immediately preceding the execution of the certificate. (b) 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 five-year period immediately preceding the execution of the certificate. (c) 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 five-year period immediately preceding the execution of the certificate, if the injunction, judgment, decree or permanent order involved any of the following: (i) The violation of fraud or registration provisions of the securities laws of that jurisdiction. (ii) The violation of consumer fraud laws of that jurisdiction. (iii) The violation of the antitrust or restraint of trade laws of that jurisdiction. (d) 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: (i) 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 five-year period and date and location of birth. (ii) The nature and description of each conviction or judicial action, the date and location, the court and public agency involved, and the file or case number of the case. 2. A brief statement disclosing whether any persons who at the time of its delivery are officers, directors, trustees and incorporators and who have served in any such capacity in any other corporation on the bankruptcy or receivership of the other corporation. If so, for each corporation, the certificate shall include: (a) The names and addresses of each corporation and the person or persons involved. (b) The state in which each corporation: (i) Was incorporated. (ii) Transacted business. (c) The dates of corporate operation. 3. The signatures of all 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 the signer swears to its contents under penalty of law.” Official source. Accessed 2026-10-01.
• Ariz. Rev. Stat. § 10-3203(A)–(C) — “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 37 of this title. C. Subject to section 10-3124, if the commission determines that the requirements of chapters 24 through 42 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 10-11404, 10-11405 and 10-11406 apply.” Official source. Accessed 2026-10-01.
• Ariz. Rev. Stat. § 10-3203(D) — “D. Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the articles of incorporation shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.” Official source. Accessed 2026-10-01.
• Ariz. Rev. Stat. § 10-3122(A)(1) — “A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, in the state general fund the following nonrefundable fees when the documents described in this subsection are delivered to the commission for filing or issuance: Document Fee 1. Articles of incorporation $ 30” Official source. Accessed 2026-10-01.
• Ariz. Rev. Stat. § 10-3122(H)(1) — “H. Except as provided in section 10-122.01, subsection B, paragraph 3, in addition to any fee charged pursuant to this section, the commission may charge and collect the following nonrefundable fees to help defray the cost of the improved data processing system that is maintained pursuant to section 10-122.01: 1. Filing articles of incorporation of a domestic corporation, ten dollars. 2. Filing an application of a foreign corporation for authority to transact business in this state, twenty-five dollars.” Official source. Accessed 2026-10-01.
• Ariz. Rev. Stat. § 10-3123 — “A. Except as provided in subsections B and C of this section, a document delivered to the commission for filing is effective when the document is delivered to the commission for filing. B. A document may specify a delayed effective time or date, or both, and if so, the document is effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at 12:01 a.m. mountain standard time on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is delivered. C. Subject to section 10-3124, if the commission determines that the requirements of chapters 24 through 40 of this title for filing have not been met, the document shall not be filed and, except as provided in section 10-3203, the delivery of the document is ineffective. If the commission determines that the requirements for filing have been met, the commission shall file the document as provided in section 10-3125 and the filing is effective as of the date and time determined pursuant to subsection A or B of this section.” Official source. Accessed 2026-10-01.
• Ariz. Rev. Stat. § 10-3401(A) — “A. A corporate name shall not contain language that states or implies that the corporation is organized for a purpose other than the purpose allowed by section 10-3301 and in its articles of incorporation.” Official source. Accessed 2026-10-01.
• Ariz. Rev. Stat. § 10-3401(B) — “B. Except as authorized by subsections C and D of this section, a corporate name must be distinguishable from all of the following: 1. The corporate name of a corporation incorporated in this state or a foreign corporation authorized to conduct affairs in this state. 2. A corporate name reserved under section 10-402 or 10-3402 or registered under section 10-403 or 10-3403. 3. A fictitious name of a foreign corporation under section 10-1506 or 10-11506. 4. The corporate name of a business corporation incorporated under this title or a foreign business corporation authorized to transact business 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 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 5, article 10 or a foreign registered limited liability partnership authorized to transact business in this state.” Official source. Accessed 2026-10-01.
• Ariz. Rev. Stat. § 10-3501 — “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: (a) An individual who resides in this state. (b) A domestic business or nonprofit corporation formed under this title. (c) A foreign business or nonprofit corporation authorized to transact business or conduct affairs in this state. (d) A limited liability company formed under title 29. (e) A limited liability company authorized to transact business in this state.” Official source. Accessed 2026-10-01.
• Ariz. Rev. Stat. § 10-3301 — “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 activity” Official source. Accessed 2026-10-01.
• Arizona Corporation Commission, Form C011i instructions — “Filing fee. The filing fee is $40.00.” Official source. Accessed 2026-10-01.