Professional Corporation / PLLC Formation Packet — Arizona

Professional Corporation / PLLC Formation Packet — Arizona

Quick-Reference Summary

Part 1 — Choosing PC vs. PLLC in Arizona

Part 2 — Pre-Filing Checklist

License Verification

☐ All proposed shareholders/members, directors/managers, and officers hold current, active Arizona licenses to render the professional service to be provided
☐ License numbers recorded and verified with the licensing authority
☐ No license suspended or revoked (a person who is not/ceases to be a "qualified person" cannot own PC shares)

Licensing-Board Pre-Approval / Conformance

☐ Confirmed whether the licensing authority requires pre-approval, registration, or a certificate
☐ Confirmed the entity name and structure conform to the professional licensing authority's rules (required for ACC acceptance)

Name Availability and Designation

☐ Name searched and available with the ACC
☐ PC name includes a required designation ("P.C.," "P.A.," "S.C.," "Ltd.," "Chtd.," or the spelled-out equivalent)
☐ PLLC name includes "professional limited liability company," "P.L.L.C.," "P.L.C.," "PLLC," or "PLC"
☐ Name does not imply a purpose other than the stated professional service

Statutory Agent and Place of Business

☐ Arizona statutory agent appointed with an Arizona address and statutory-agent acceptance (A.R.S. § 10-501 / § 29-3115)
☐ Known place of business in Arizona identified

Publication, Fees, and Insurance

☐ Newspaper publication plan confirmed (publish within 60 days of ACC approval, unless the known place of business is in a county where the ACC posts filings — Maricopa and Pima)
☐ Current ACC filing fee confirmed
☐ Professional liability / malpractice insurance obtained or confirmed
☐ Federal EIN obtained from the IRS

Part 3 — Articles of Incorporation — Professional Corporation (Fillable)

ARIZONA CORPORATION COMMISSION — ARTICLES OF INCORPORATION OF A PROFESSIONAL CORPORATION

The undersigned incorporator(s), each a natural person duly licensed to render the professional service of [PROFESSION] in the State of Arizona, hereby form a professional corporation pursuant to A.R.S. § 10-2201 et seq. and the Arizona Business Corporation Act, and adopt the following Articles of Incorporation:

Article I — Name

The name of the corporation is:

[________________________________]

The name includes a designation required for an Arizona professional corporation:

• ☐ "Professional Corporation" / "P.C." ☐ "Professional Association" / "P.A."
• ☐ "Service Corporation" / "S.C." ☐ "Limited" / "Ltd." ☐ "Chartered" / "Chtd."

The name conforms to the rules of the [NAME OF LICENSING AUTHORITY].

Article II — Professional Purpose (Single Professional Service)

The corporation is organized for the sole and specific purpose of rendering the professional service of [PROFESSION] and services ancillary thereto, and may not engage in any business other than rendering that professional service, except as expressly permitted by A.R.S. § 10-2201 et seq.

Profession:

• ☐ Medicine ☐ Dentistry ☐ Law ☐ Public Accounting (CPA) ☐ Architecture ☐ Professional Engineering
• ☐ Psychology ☐ Optometry ☐ Chiropractic ☐ Veterinary Medicine ☐ Other: [________________________________]

Article III — Professional Services and Licensure

A. The corporation shall render professional services only through individuals duly licensed or otherwise authorized to render [PROFESSION] in Arizona.

B. The corporation shall comply with all rules of the [NAME OF LICENSING AUTHORITY] governing the practice of [PROFESSION].

Article IV — Known Place of Business and Statutory Agent

Known Place of Business in Arizona: [________________________________]
Statutory Agent: [________________________________]
Statutory Agent Address (Arizona): [________________________________]

The statutory agent has signed a statutory-agent acceptance (A.R.S. § 10-501).

Article V — Capital Stock and Qualified-Person Restriction

A. The corporation is authorized to issue [________] shares of [common stock, par value $[____] / no par value].

B. Qualified-person restriction (A.R.S. §§ 10-2220 to 10-2222). Shares may be issued and transferred only to "qualified persons" eligible under A.R.S. § 10-2201 et seq. A share-transfer restriction conforming to A.R.S. § 10-2222 applies, and any transfer in violation is subject to that statute.

Article VI — Incorporator(s)

Article VII — Directors

A. The initial board of directors consists of [____] director(s).

B. Each director must be a qualified person licensed to render [PROFESSION] in Arizona, to the extent required by A.R.S. § 10-2201 et seq. and the board's rules.

Article VIII — Professional Licensing Covenant

A. Each shareholder, director, and officer required to be licensed shall maintain a current, active Arizona license to render [PROFESSION].

B. If a shareholder becomes a "disqualified person" (no longer a qualified person), that shareholder's shares shall be transferred in accordance with Article IX and A.R.S. § 10-2222.

C. The corporation shall make all filings required by the [NAME OF LICENSING AUTHORITY].

Article IX — Share-Transfer Restriction and Mandatory Buy-Back

A. No transfer to disqualified persons. Shares, fractions of shares, and rights or options may be issued or transferred only to qualified persons under A.R.S. § 10-2201 et seq. The share-transfer restriction of A.R.S. § 10-2222 governs and shall be noted on the certificates.

B. Mandatory buy-back on death or disqualification. Upon the death of a shareholder, or upon a shareholder becoming a disqualified person, the corporation shall purchase (or cause a qualified person to purchase) all of that shareholder's shares within [____] days at a price determined by:

• ☐ Book value as of the most recent fiscal year-end
• ☐ Fair market value determined by an independent appraiser
• ☐ Formula set forth in the Shareholders' Agreement
• ☐ Other: [________________________________]

C. All stock certificates shall bear a legend reflecting these restrictions.

Article X — Dissolution and Wind-Down

A. Upon dissolution, all professional obligations and pending matters shall be completed or transferred to another qualified person or professional entity authorized to render [PROFESSION] in Arizona.

B. The corporation shall give the [NAME OF LICENSING AUTHORITY] any required notice.

Incorporator Signature

IN WITNESS WHEREOF, the undersigned incorporator(s) executed these Articles of Incorporation on [__/__/____].

Part 4 — Articles of Organization — Professional LLC (PLLC) (Fillable)

ARIZONA CORPORATION COMMISSION — ARTICLES OF ORGANIZATION OF A PROFESSIONAL LIMITED LIABILITY COMPANY

The undersigned form a professional limited liability company pursuant to the Arizona Limited Liability Company Act, A.R.S. § 29-3101 et seq., and the professional-LLC provisions, A.R.S. § 29-4101 et seq., and adopt the following Articles of Organization:

Article I — Name

The name of the company is:

[________________________________]

The name includes a required PLLC designation:

• ☐ "Professional Limited Liability Company" ☐ "P.L.L.C." ☐ "PLLC" ☐ "P.L.C." ☐ "PLC"

Article II — Professional Limited Liability Company Status and Service (A.R.S. § 29-4102)

A. The company is a professional limited liability company.

B. The professional service(s) the company is organized to provide is/are: [PROFESSION].

Article III — Professional Services and Licensure

A. The company shall render professional services only through members, managers, employees, or agents who are duly licensed or otherwise authorized to render [PROFESSION] in Arizona, and shall comply with the rules of the [NAME OF LICENSING AUTHORITY] (A.R.S. § 29-4101 et seq.).

B. Each individual rendering professional services remains personally responsible for their own professional conduct as provided by law and the board's rules.

Article IV — Known Place of Business and Statutory Agent

Known Place of Business in Arizona: [________________________________]
Statutory Agent: [________________________________]
Statutory Agent Address (Arizona): [________________________________]

The statutory agent has signed a statutory-agent acceptance (A.R.S. § 29-3115).

Article V — Management and Members / Managers

• ☐ Member-managed ☐ Manager-managed

Article VI — Membership-Transfer Restriction and Mandatory Buy-Back

A. Transfer restriction. A membership interest may be transferred only as permitted by the professional-LLC provisions (A.R.S. §§ 29-4101 to 29-4106) and the licensing authority's rules. A transfer that the licensing rules prohibit is ineffective; the Operating Agreement shall restrict transfers to persons authorized to render [PROFESSION].

B. Mandatory buy-back on death or disqualification. Upon the death of a member or a member becoming disqualified to render [PROFESSION], the company shall purchase (or cause a licensed person to purchase) that member's interest within [____] days at a price determined by:

• ☐ Book value ☐ Fair-market-value appraisal ☐ Formula in the Operating Agreement ☐ Other: [________________________________]

C. The Operating Agreement shall reflect these transfer restrictions and the professional purpose.

Organizer Signature

IN WITNESS WHEREOF, the undersigned organizer(s) executed these Articles of Organization on [__/__/____].

Part 5 — Licensing-Authority Approval / Registration Block

☐ Board approval / registration attached — The [NAME OF LICENSING AUTHORITY] has issued its approval, registration, or confirmation that the entity name and structure conform to its rules. Document dated [__/__/____], attached as Exhibit A.

☐ No pre-filing approval required — The licensing authority does not require pre-filing approval; the entity will comply with all applicable post-formation rules.

☐ Publication completed — Articles published in a newspaper of general circulation in the county of the known place of business within 60 days of ACC approval (not required for known places of business in counties where the ACC posts filings online, currently Maricopa and Pima). Affidavit of Publication dated [__/__/____].

Board / Authority: [________________________________]
Contact / Address: [________________________________]
Reference / File No.: [________________________________]

Final Signature Block

The undersigned, being duly licensed and authorized, certify that the information in this packet is true and correct.

Sources and References

• A.R.S. § 10-2201 (Professional corporation definitions) — https://codes.findlaw.com/az/title-10-corporations-and-associations/az-rev-st-sect-10-2201/
• A.R.S. Title 10 (Corporations; §§ 10-2201 to 10-2249 — professional corporations) — https://www.azleg.gov/arsDetail/?title=10
• A.R.S. § 29-3101 (Arizona LLC Act — short title) — https://law.justia.com/codes/arizona/title-29/section-29-3101/
• A.R.S. § 29-4102 (Professional limited liability company formation) — https://law.justia.com/codes/arizona/title-29/section-29-4102/
• Arizona Corporation Commission — Corporations Division (forms and instructions) — https://www.azcc.gov/corporations
• ACC Articles of Incorporation instructions (C010i — A.R.S. §§ 10-2201 through 10-2249 apply to professional corporations) — https://www.azcc.gov/docs/default-source/corps-files/instructions/c010i-instructions-articles-of-inc-for-profit.pdf
• ACC Articles of Organization instructions (L010i) — https://azcc.gov/docs/default-source/corps-files/instructions/l010i-instructions-articles-of-organization.pdf