Nonprofit Articles of Incorporation and Charitable Registration — Arizona

Nonprofit Articles of Incorporation and Charitable Registration (ARIZONA)

Quick-Reference Summary

Part A — Articles of Incorporation

ARTICLES OF INCORPORATION
OF
[NAME OF CORPORATION]
(An Arizona Nonprofit Corporation)

Pursuant to A.R.S. § 10-3202, the undersigned incorporator(s) submit the following Articles of Incorporation to the Arizona Corporation Commission.

Article I — Name

The name of the Corporation is:

[________________________________________]

Article II — Type of Corporation

The Corporation is a nonprofit corporation organized under A.R.S. Title 10, Chapters 24–40 (Arizona Nonprofit Corporation Act). The Corporation is not authorized to issue stock.

Article III — Duration

The period of duration of the Corporation shall be perpetual.

Article IV — Purpose (Character of Affairs) (501(c)(3) Language)

The character of affairs that the Corporation initially intends to conduct, and the purpose for which the Corporation is organized, is exclusively charitable, religious, educational, and/or scientific within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or the corresponding section of any future federal tax code. The specific charitable purposes include, without limitation:

[________________________________________]
[________________________________________]
[________________________________________]

Article V — Powers and Limitations

5.1 Powers. Subject to the limitations in these Articles, the Corporation shall have all powers granted to Arizona nonprofit corporations under A.R.S. § 10-3302.

5.2 Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members (if any), or other private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes.

5.3 Legislative and Political Activities. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation (except as permitted by IRC § 501(h) if a proper election is made), and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

5.4 General Limitation. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under IRC § 501(c)(3) or (b) by a corporation, contributions to which are deductible under IRC §§ 170(c)(2), 2055(a)(2), or 2522(a)(2).

Article VI — Membership

☐ The Corporation shall have members as defined in the bylaws.
☐ The Corporation shall not have members; the affairs of the Corporation shall be managed by the Board of Directors.

Article VII — Directors

7.1 Initial Directors. The name and address of each person who is to serve as a director until a successor is elected and qualifies is set forth below (minimum one under A.R.S. § 10-3803; IRS recommends ≥ 3 unrelated):

Article VIII — Statutory Agent and Known Place of Business

Statutory Agent (A.R.S. § 10-3501):

Name: [________________________________________]
Physical Street Address (Arizona; no P.O. Box): [________________________________________]
[City], Arizona [ZIP]
Signature of Statutory Agent (acceptance required): ____________________________________

Known Place of Business (street address in Arizona, if different from statutory agent):
[________________________________________]
[City], Arizona [ZIP]
County: [________________________________________]

Article IX — Indemnification

The Corporation may indemnify any officer or director, or any former officer or director, to the fullest extent permitted by A.R.S. § 10-3851 et seq., as further provided in the bylaws. The Corporation may purchase and maintain insurance on behalf of any such person.

Article X — Dissolution (IRS Clause)

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, distribute all remaining assets exclusively for one or more exempt purposes within the meaning of IRC § 501(c)(3), or the corresponding section of any future federal tax code, or to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.

Article XI — Incorporator(s)

The name and address of each incorporator (A.R.S. § 10-3202(A)(6)):

Signature Block

EXECUTED this [____] day of [__________], 20[____].

____________________________________
[Name of Incorporator], Incorporator

Statutory Agent Acceptance:
The undersigned, having been designated to act as Statutory Agent, hereby consents to act in that capacity until removed or resignation is submitted in accordance with the Arizona Revised Statutes.

____________________________________
[Name of Statutory Agent], Statutory Agent

Part B — Filing Instructions

1. Pre-filing checks.

• Name availability search at the ACC eCorp portal: https://ecorp.azcc.gov/
• Identify a statutory agent with an Arizona street address.
• Obtain FEIN from IRS (Form SS-4).

2. File the Articles, Certificate of Disclosure, Cover Sheet, and Director Attachment.

• Online: ACC eCorp portal (recommended).
• Mail/Walk-in:
• Phoenix: ACC Corporations Division, 1300 W. Washington, Phoenix, AZ 85007
• Tucson: 400 W. Congress, Suite 221, Tucson, AZ 85701
• Fees: $40 standard; $75 expedited (≈ 5–7 business days).

3. Publication requirement (A.R.S. § 10-3203).

• Within 60 days of ACC approval, publish a copy of the Articles in a newspaper of general circulation in the county of the known place of business for three consecutive publications.
• Exception: For corporations whose known place of business is in Maricopa County or Pima County, the ACC publishes notice on its database in lieu of newspaper publication.
• File the Affidavit of Publication with the ACC (not mandatory but recommended).
• Failure to publish may result in administrative dissolution.

4. Apply for federal tax-exempt status.

• IRS Form 1023 ($600) or Form 1023-EZ ($275) within 27 months.

5. Apply for Arizona state tax exemptions.

• Arizona Department of Revenue (Form 5000) for transaction privilege tax (TPT) exemption purchases by qualifying nonprofits, as applicable.

6. File the annual report.

• Annual report due each year by anniversary date; $10 fee via eCorp.

Part C — Charitable Solicitation Registration

General Charitable Solicitation Registration — NOT REQUIRED

Arizona repealed its general charitable solicitation registration requirement effective September 13, 2013 (HB 2457, codified affecting A.R.S. Title 44, Chapter 19). 501(c)(3) charitable organizations and most other charities no longer register with the Arizona Secretary of State or any state agency prior to soliciting contributions from Arizona residents.

Important caveats:

• This repeal applies only to charitable organizations (as defined in former A.R.S. § 44-6551), not to contracted/professional fundraisers or veterans' organizations.
• Charities soliciting across state lines (e.g., from residents of NJ, VA, WA, TN, CA, NY, etc.) must register in those other states where applicable.
• The Arizona Attorney General retains authority to enforce against fraudulent or deceptive solicitations under the Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.).

Veterans' Organizations — Mandatory Registration (A.R.S. § 13-3722)

If the Corporation solicits money or other support in the name of American veterans, registration is REQUIRED before any solicitation.

Cover Letter Template (Veterans' Organizations Only)

[Date]

Arizona Secretary of State
Business Services Division — Veterans' Organizations
1700 W. Washington Street, 7th Floor
Phoenix, AZ 85007-2808

Re: Veterans' Organization Registration Statement — [Name of Organization], FEIN [__-_______]

Dear Secretary of State:

Enclosed please find the Veterans' Organization Registration Statement for [Name of Organization], an Arizona nonprofit corporation that solicits in the name of American veterans pursuant to A.R.S. § 13-3722. Attached are the supporting documents and registration fee.

Sincerely,
[Name], [Title]
[Address] · [Phone] · [Email]

Veterans' Organization Registration — Information to Compile

1. Organization legal name and DBAs: [________]
2. Federal EIN: [__-_______]
3. Date and state of formation: [________]
4. Principal office and Arizona address (if different): [________]
5. Names, titles, and addresses of officers, directors, and key staff: Attach list
6. Statement that the organization is established for veterans' purposes and the scope of solicitation activities in Arizona: [________]
7. IRS tax-exempt status / determination letter: ☐ Granted ☐ Pending
8. Contracted fundraisers (if any): [________] (Note: contracted fundraisers must separately register with the Arizona Secretary of State.)
9. Signature: Authorized officer under penalty of perjury

Fee Schedule

Required Attachments (Veterans' Organizations)

• ☐ Articles of Incorporation (ACC-filed copy)
• ☐ Bylaws
• ☐ IRS Determination Letter (if obtained)
• ☐ List of officers, directors, and key staff
• ☐ Contracts with any professional fundraisers
• ☐ Documentation of veterans' purpose (e.g., membership criteria, mission statement)

Annual Renewal Form and Deadline (Veterans' Organizations)

• Verify current renewal requirements with the Arizona Secretary of State. Renewal cadence and forms have changed periodically; do not rely on legacy guidance.

Exemption Categories

• General charities: Exempt (no registration); the entity is still subject to the Arizona Consumer Fraud Act.
• Veterans' organizations: Must register; no broad exemption from A.R.S. § 13-3722.
• Religious organizations: No state charitable solicitation registration; subject to general consumer protection laws.

Part D — Pre-Filing Checklist

• ☐ Mission and programs defined
• ☐ Initial board recruited (minimum one director; IRS recommends three unrelated)
• ☐ Name availability confirmed via ACC eCorp
• ☐ Statutory agent identified and Arizona street address confirmed
• ☐ Articles of Incorporation (Form CF:0041) drafted with IRC § 501(c)(3) purpose and dissolution clauses
• ☐ Certificate of Disclosure (Form CF:0001) executed by all incorporators within 30 days of submission
• ☐ Director Attachment (Form C0082) prepared
• ☐ Cover Sheet (Form CFCVLR) prepared
• ☐ Articles and required forms filed with ACC; fee paid ($40 or $75 expedited)
• ☐ ACC approval letter received with list of qualified newspapers
• ☐ PUBLICATION completed within 60 days (three consecutive publications in qualified newspaper) — NOT required if known place of business is in Maricopa or Pima County
• ☐ Affidavit of Publication received and (optionally) filed with ACC
• ☐ FEIN obtained
• ☐ Bylaws and conflict-of-interest policy adopted at organizational meeting
• ☐ IRS Form 1023 / 1023-EZ filed within 27 months
• ☐ Arizona Department of Revenue accounts established (Form 5000 if applicable)
• ☐ ACC annual report calendared
• ☐ If the organization is a veterans' org: Registration filed with Arizona Secretary of State before solicitation
• ☐ Other state charitable registrations evaluated (for multi-state solicitation)
• ☐ Beneficial Ownership Information (BOI) report — verify current FinCEN requirements

Sources and References

• Arizona Nonprofit Corporation Act, A.R.S. Title 10, Chapters 24–40 — https://www.azleg.gov/arsDetail/?title=10
• A.R.S. § 10-3202 (Articles of Incorporation) — https://www.azleg.gov/ars/10/03202.htm
• A.R.S. § 10-3203 (Publication) — https://www.azleg.gov/ars/10/03203.htm
• Arizona Corporation Commission, Corporations Division — https://www.azcc.gov/divisions/corporations
• ACC eCorp filing portal — https://ecorp.azcc.gov/
• Form CF:0041 (Articles of Incorporation – Nonprofit, Tax-Exempt) — https://www.azcc.gov/corporations/filing/forms
• Form CF:0001 (Certificate of Disclosure)
• A.R.S. § 13-3722 (Solicitations for American veterans' organizations) — https://www.azleg.gov/ars/13/03722.htm
• HB 2457 (2013) — Repeal of charitable solicitation registration — https://www.azleg.gov/legtext/51leg/1r/laws/0234.htm
• Arizona Secretary of State, Business Services — https://azsos.gov/business
• IRS Publication 557 — https://www.irs.gov/pub/irs-pdf/p557.pdf