Articles of Incorporation - Arizona State Variations

ARTICLES OF INCORPORATION

OF [________________________________]

(An Arizona For-Profit Corporation)

TABLE OF CONTENTS

1. Name of Corporation
2. Statutory Agent
3. Known Place of Business
4. Purpose
5. Authorized Capital Stock
6. Board of Directors
7. Incorporator
8. Limitation of Director Liability
9. Indemnification
10. Preemptive Rights
11. Optional Provisions
12. Governing Law and Forum
13. Certificate of Disclosure
14. Filing Procedures and Fees
15. State Comparison Notes (Arizona vs. Delaware)
16. Execution

ARIZONA CORPORATION COMMISSION FILING REQUIREMENTS

Before filing, ensure the following documents are prepared and submitted to the Arizona Corporation Commission (ACC):

☐ Articles of Incorporation (this document)
☐ Cover Sheet (ACC Form)
☐ Certificate of Disclosure (required under A.R.S. § 10-202(F))
☐ Statutory Agent Acceptance (signed by the designated statutory agent)
☐ Filing Fee — $60 (as of 2026; verify at https://azcc.gov/corporations/fee-and-payment-info)
☐ Name Availability — Confirm name availability through the ACC's online name search before filing

Filing Methods:
☐ Online at https://ecorp.azcc.gov
☐ By mail to: Arizona Corporation Commission, Corporations Division, 1300 W. Washington Street, Phoenix, AZ 85007
☐ In person at the ACC office in Phoenix or Tucson

ARTICLE I — NAME OF CORPORATION

The name of the corporation is:

[________________________________]

(the "Corporation")

Arizona Name Requirements (A.R.S. § 10-401):

• The corporate name must contain the word "Association," "Bank," "Company," "Corporation," "Incorporated," "Limited," or an abbreviation thereof (e.g., "Corp.," "Inc.," "Ltd.," "Co.")
• The name must be distinguishable upon the records of the ACC from other entity names on file
• The name shall not contain language implying that the corporation is organized for a purpose not permitted by the ABCA or its articles

ARTICLE II — STATUTORY AGENT

2.1 The name and Arizona street address of the Corporation's initial statutory agent for service of process are:

Name: [________________________________]

Street Address: [________________________________]
[________________________________], Arizona [________]

2.2 The statutory agent has consented to serve as statutory agent for the Corporation, as evidenced by the Statutory Agent Acceptance filed concurrently with these Articles.

Arizona Statutory Agent Requirements (A.R.S. § 10-501):

• Every Arizona corporation must maintain a statutory agent in Arizona
• The statutory agent must have an Arizona street address (P.O. boxes are not sufficient)
• The statutory agent may be an individual who resides in Arizona or a domestic or foreign corporation authorized to transact business in Arizona
• The statutory agent may be changed by filing a form with the ACC under A.R.S. § 10-502

ARTICLE III — KNOWN PLACE OF BUSINESS

The address of the Corporation's known place of business is:

Street Address: [________________________________]
[________________________________], Arizona [________]

Arizona Requirement: Under A.R.S. § 10-202, the articles must include the address of the corporation's known place of business.

ARTICLE IV — PURPOSE

The Corporation is organized for the purpose of engaging in any lawful act or activity for which a corporation may be organized under the Arizona Business Corporation Act (A.R.S. Title 10, Chapters 1 through 17).

☐ Alternative: Specific Purpose. The Corporation is organized for the following specific purpose(s): [________________________________]

ARTICLE V — AUTHORIZED CAPITAL STOCK

5.1 Authorized Shares. The total number of shares of capital stock that the Corporation is authorized to issue is [________________________________] shares, as follows:

☐ Option A: Single Class of Common Stock

☐ Option B: Common and Preferred Stock

5.2 Common Stock Rights. Each share of Common Stock shall entitle the holder to one (1) vote on all matters submitted to a vote of the shareholders. The holders of Common Stock shall be entitled to receive dividends when and as declared by the Board of Directors, subject to the prior rights of any Preferred Stock.

5.3 Preferred Stock (If Authorized).

☐ (a) Blank Check Preferred. The Board of Directors is hereby authorized to issue shares of Preferred Stock in one or more series, and to fix the designations, preferences, limitations, and relative rights of each series, including but not limited to: (i) dividend rights, (ii) liquidation preferences, (iii) redemption provisions, (iv) conversion rights, (v) voting rights, and (vi) preemptive rights, without shareholder approval, to the extent permitted by A.R.S. § 10-602.

☐ (b) Fixed Series. The rights and preferences of the Preferred Stock shall be as set forth in Exhibit A to these Articles.

5.4 Arizona Share Requirements (A.R.S. § 10-601).

• The articles must 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 is authorized, the articles must prescribe a distinguishing designation for each class and describe the preferences, limitations, and relative rights of each class before issuance
• One or more classes must have unlimited voting rights and one or more classes must be entitled to receive net assets on dissolution

ARTICLE VI — BOARD OF DIRECTORS

6.1 Initial Board. The number of directors constituting the initial Board of Directors shall be [____]. The names and addresses of the initial directors are:

6.2 Number of Directors. The number of directors may be fixed or changed from time to time by the Bylaws, but shall not be fewer than one (1). If the Corporation has fewer than three (3) shareholders, the number of directors may be less than three (3) but not fewer than the number of shareholders.

☐ 6.3 Classified Board (Optional). The Board of Directors shall be divided into [two (2) / three (3)] classes, as nearly equal in number as possible. Directors of each class shall serve for staggered terms of [two (2) / three (3)] years.

☐ 6.4 Cumulative Voting (Optional). Shareholders shall have the right of cumulative voting in the election of directors.

ARTICLE VII — INCORPORATOR

The name and mailing address of the sole incorporator is:

Name: [________________________________]
Address: [________________________________]
[________________________________]

ARTICLE VIII — LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the Arizona Business Corporation Act (A.R.S. § 10-202(B)(1)), no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director.

Exceptions. This provision shall not eliminate or limit the liability of a director for:

(a) The amount of a financial benefit received by a director to which the director is not entitled;

(b) An intentional infliction of harm on the Corporation or its shareholders;

(c) A violation of A.R.S. § 10-833 (unlawful distributions);

(d) An intentional violation of criminal law; or

(e) Any liability for which elimination or limitation is not permitted under the ABCA.

Arizona Practice Note: Under A.R.S. § 10-202(B)(1), the articles may include a provision eliminating or limiting the liability of a director for monetary damages, subject to the exceptions above. This is similar to, but not identical to, Delaware's DGCL § 102(b)(7) provision.

ARTICLE IX — INDEMNIFICATION

9.1 Permissive Indemnification. The Corporation shall have the authority to indemnify its directors, officers, employees, and agents to the fullest extent permitted by A.R.S. § 10-851, including the power to advance expenses.

9.2 Mandatory Indemnification. The Corporation shall indemnify any director or officer who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because of being a director or officer, against reasonable expenses incurred in connection with the proceeding, as required by A.R.S. § 10-852.

9.3 Outside Director Protection. Unless limited by these Articles, the Corporation shall indemnify an outside director against liability and shall pay an outside director's expenses in advance of a final disposition, as provided in A.R.S. § 10-852(A) and (B).

9.4 Insurance. The Corporation may purchase and maintain insurance on behalf of any director, officer, employee, or agent against any liability asserted against and incurred by such person in such capacity, as permitted by A.R.S. § 10-857.

ARTICLE X — PREEMPTIVE RIGHTS

☐ Option A: No Preemptive Rights. The shareholders of the Corporation shall have no preemptive rights to acquire additional shares of the Corporation's capital stock.

☐ Option B: Preemptive Rights. The shareholders of the Corporation shall have preemptive rights to acquire proportional amounts of the Corporation's unissued shares in accordance with A.R.S. § 10-630.

Arizona Practice Note: Under A.R.S. § 10-630, shareholders of an Arizona corporation do not have preemptive rights unless expressly granted in the articles of incorporation.

ARTICLE XI — OPTIONAL PROVISIONS

☐ 11.1 Supermajority Vote. The following actions shall require the affirmative vote of the holders of at least [____]% of the outstanding shares entitled to vote:

(a) Amendment of these Articles of Incorporation;
(b) Merger or consolidation;
(c) Sale of all or substantially all assets; and
(d) Dissolution.

☐ 11.2 Restriction on Transfer of Shares. The Corporation's shares shall be subject to such restrictions on transfer as may be set forth in the Bylaws or in a shareholder agreement, as permitted by A.R.S. § 10-627. Any restriction shall be noted conspicuously on the share certificates.

☐ 11.3 No Cumulative Voting. Shareholders shall not have the right of cumulative voting in the election of directors.

☐ 11.4 Action Without Meeting. Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if consented to in writing by shareholders holding not less than the minimum number of votes that would be necessary to authorize the action at a meeting.

☐ 11.5 Virtual Meetings. Shareholders' meetings and Board meetings may be conducted by means of remote communication, including video or telephone conference, to the extent permitted by the ABCA.

☐ 11.6 Fiscal Year. The fiscal year of the Corporation shall end on [________________________________] of each year.

☐ 11.7 Duration. The Corporation shall have perpetual existence.

ARTICLE XII — GOVERNING LAW AND FORUM

12.1 Governing Law. All internal affairs of the Corporation shall be governed by and construed under the laws of the State of Arizona, including the ABCA.

12.2 Exclusive Forum.

☐ The state and federal courts located in Arizona shall have exclusive jurisdiction over any internal corporate claim, including any derivative action, action asserting a claim of breach of fiduciary duty, or action asserting a claim arising under the ABCA.

ARTICLE XIII — CERTIFICATE OF DISCLOSURE

Under A.R.S. § 10-202(F), the Corporation must file a Certificate of Disclosure with the ACC concurrently with these Articles. The Certificate must disclose:

(a) Whether any officer, director, or incorporator of the Corporation has, within the last five (5) years, been convicted of a felony involving a transaction in securities, or that any of the foregoing persons are or have been subject to any injunction, judgment, decree, or order of any court restraining or enjoining such person from engaging in or continuing any conduct or practice in connection with the sale of securities;

(b) Whether the Corporation has filed for bankruptcy, has been reorganized, or has been a party to any related proceeding;

(c) Whether any director, officer, or person who holds more than 10% of the shares has been convicted of a felony or been subject to certain regulatory orders.

Arizona Unique Requirement: The Certificate of Disclosure is a requirement unique to Arizona and must be filed at incorporation and updated periodically (with each annual report).

ARTICLE XIV — FILING PROCEDURES AND FEES

14.1 Current Filing Fee. The filing fee for articles of incorporation with the ACC is $60 (verify the current fee at https://azcc.gov/corporations/fee-and-payment-info before filing).

14.2 Expedited Processing. Expedited processing is available for an additional fee. Check the ACC website for current expedited processing fees and turnaround times.

14.3 Publication Requirement. Under A.R.S. § 10-204, within sixty (60) days after filing the articles with the ACC, the Corporation shall publish a copy of the articles (or a statement containing information required by A.R.S. § 10-204) in a newspaper of general circulation in the county of the Corporation's known place of business for three (3) consecutive publications. Proof of publication must be filed with the ACC within ninety (90) days after filing the articles.

14.4 Annual Report. Arizona corporations must file an annual report with the ACC. The annual report is due by the anniversary date of the Corporation's formation. The Corporation must also file an updated Certificate of Disclosure with each annual report.

ARTICLE XV — STATE COMPARISON NOTES (ARIZONA VS. DELAWARE)

ARTICLE XVI — EXECUTION

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation on [__/__/____].

[________________________________]
[________________________________]
Incorporator

Statutory Agent Acceptance:

I, [________________________________], hereby accept the appointment as statutory agent for [________________________________].

[________________________________]
Statutory Agent Signature

Date: [__/__/____]

ARIZONA-SPECIFIC PRACTICE NOTES

Publication Requirement (A.R.S. § 10-204). Arizona is one of the few states that requires publication of articles of incorporation. The articles (or a summary) must be published in a newspaper of general circulation in the county of the corporation's known place of business for three consecutive publications within 60 days of the ACC filing. Proof of publication must be filed with the ACC within 90 days. Failure to publish does not invalidate the incorporation but may result in administrative dissolution.

Certificate of Disclosure. This is unique to Arizona. It must be filed with the initial articles and updated annually. It requires disclosure of certain felony convictions, regulatory actions, and bankruptcy filings by officers, directors, and persons holding more than 10% of shares.

Annual Report. Due on the anniversary date of formation. Must include an updated Certificate of Disclosure.

Name Availability. Check name availability at https://ecorp.azcc.gov before filing.

Statutory Agent vs. Registered Agent. Arizona uses the term "statutory agent" rather than "registered agent" used in many other states. The statutory agent must have a physical street address in Arizona (not a P.O. Box) and must consent to the appointment. The statutory agent can be changed at any time by filing the appropriate form with the ACC under A.R.S. § 10-502.

S Corporation Election. If the Corporation intends to elect S corporation status for federal income tax purposes, the articles should not contain provisions that would disqualify the corporation (e.g., only one class of stock is permitted, no more than 100 shareholders, all shareholders must be U.S. citizens or resident aliens, individuals, or certain trusts and estates). Arizona generally conforms to federal S corporation treatment. S corporations doing business in Arizona file Arizona Form 120S.

Professional Corporations. If the Corporation will provide professional services (e.g., law, medicine, accounting), it must be organized as a professional corporation under A.R.S. § 10-2201 et seq. and must file articles of incorporation that specifically identify the professional services to be rendered.

Close Corporation Election. Arizona does not have a separate close corporation statute like some states (e.g., Delaware's Subchapter XIV). However, Arizona permits broad flexibility through shareholder agreements under A.R.S. § 10-728, which allows shareholder agreements to govern the management and affairs of the corporation in ways that depart from the standard statutory framework, including elimination of the board of directors.

ADDITIONAL FILING CHECKLIST — AFTER INCORPORATION

After the ACC files the Articles of Incorporation, complete the following:

☐ Publish Articles — Within 60 days after ACC filing, publish in a newspaper of general circulation (A.R.S. § 10-204)
☐ File Proof of Publication — File affidavit of publication with the ACC within 90 days of filing
☐ Obtain EIN — Apply for a federal Employer Identification Number (IRS Form SS-4)
☐ Register with ADOR — Register for Arizona transaction privilege tax and withholding tax, if applicable
☐ Open Bank Account — Open a corporate bank account
☐ Adopt Bylaws — The Board of Directors should adopt corporate bylaws
☐ Hold Organizational Meeting — Hold the initial board meeting to:

• Adopt bylaws
• Elect officers
• Authorize issuance of stock
• Approve banking resolutions
• Approve any employment agreements
• Select fiscal year
  ☐ Issue Stock Certificates — Issue certificates (or uncertificated shares) to initial shareholders
  ☐ File S Corporation Election (if applicable) — File IRS Form 2553 within 75 days of incorporation
  ☐ Register for Workers' Compensation — If the Corporation will have employees, register with the Industrial Commission of Arizona
  ☐ Obtain Business Licenses — Obtain any required city or county business licenses
  ☐ Register Tradename (if applicable) — If the Corporation will do business under a name other than its legal name, file a tradename registration

SAMPLE CERTIFICATE OF DISCLOSURE

Under A.R.S. § 10-202(F), the following Certificate of Disclosure must be filed concurrently with the Articles of Incorporation:

CERTIFICATE OF DISCLOSURE

The undersigned, being the incorporator of [________________________________] (the "Corporation"), hereby states and certifies pursuant to A.R.S. § 10-202(F):

1. ☐ No director, officer, incorporator, or person who holds or will hold more than a ten percent (10%) interest in the Corporation has been convicted of a felony involving a transaction in securities or arising out of the person's conduct as an officer or director of any corporation during the five-year period immediately preceding the execution of these Articles.

☐ The following persons have been convicted of such felonies (provide details): [________________________________]

2. ☐ No director, officer, incorporator, or person who holds or will hold more than a ten percent (10%) interest in the Corporation has been subject to an injunction, judgment, decree, or order of any court in connection with the purchase or sale of securities during the five-year period immediately preceding the execution of these Articles.

☐ The following persons have been subject to such orders (provide details): [________________________________]

3. ☐ The Corporation has not filed a petition in bankruptcy, been the subject of a reorganization plan, or been a party to a related proceeding within the five-year period immediately preceding the execution of these Articles.

☐ The Corporation has been involved in the following proceedings (provide details): [________________________________]

4. ☐ No director, officer, incorporator, or person who holds or will hold more than a ten percent (10%) interest in the Corporation has served as an officer or director of a corporation that filed a petition in bankruptcy, was the subject of a reorganization plan, or was a party to a related proceeding within the five-year period immediately preceding the execution of these Articles.

☐ The following persons served in such capacities (provide details): [________________________________]

I certify that the foregoing information is true and complete to the best of my knowledge.

Date: [__/__/____]

[________________________________]
Incorporator Signature

[________________________________]
Printed Name

SOURCES AND REFERENCES

• A.R.S. § 10-202 (Articles of Incorporation): https://www.azleg.gov/ars/10/00202.htm
• A.R.S. § 10-204 (Publication requirement): https://www.azleg.gov/ars/10/00204.htm
• A.R.S. § 10-601 (Authorized shares): https://www.azleg.gov/ars/10/00601.htm
• Arizona Corporation Commission — Fee Information: https://azcc.gov/corporations/fee-and-payment-info
• Arizona Corporation Commission — Online Filing: https://ecorp.azcc.gov

This template is provided by ezel.ai for informational purposes only. It does not constitute legal advice. Consult a licensed Arizona attorney before filing articles of incorporation.