Arizona corporation laws are administered and enforced primarily by the Arizona Corporation Commission Corporate Division with offices in Phoenix and Tucson. The commission handles incorporation and other filing, grants authority to foreign corporations, enforces regulations and collects fees. In addition to corporations, it oversees partnerships and limited liability and nonprofit companies.
First, incorporators must file articles of incorporation that include the name and description of the business; names and addresses of incorporators, directors and a statutory agent; and the signatures of incorporators. Articles may also include financial provisions. With the articles, incorporators must sign and file a certificate of disclosure, stating criminal histories of certain people. According to the commission, most formation rejections occur because of failure to satisfy the requirement for a certificate of disclosure. Foreign corporations must file articles from their original place of business.
Arizona corporations may authorize and assign shares of the corporation by class and number. The authorization may include unlimited, limited, conditional or special voting rights to shareholders about actions the corporation considers or intends to take. Arizona law provides that if a shareholder contests the value of shares, the corporation must request that a judge determine the fair value of the shares within 60 days. If the corporation fails to do so, it must deliver the value demanded by the shareholder.
Actions taken by a corporation are generally decided by quorum. A quorum is a fixed number of directors that must be present in order to vote on an action. The number may change depending on the number of directors or what the articles of incorporation say a quorum is. In Arizona, action may be taken without a quorum if all directors or board members take the same action. If one person wishes to revoke his consent, he or she must change his or her mind before the last person agrees.
Arizona corporations are required to file annual reports with the commission. A designated agent may use the commission's website to complete the reporting form and paying the fee online. Reporting is also satisfied by mailing a completed form with the fee.
In Arizona, a corporation may dissolve voluntarily or by administrative or judicial dissolution. A voluntary dissolution is at the choice of the corporation's directors. An administrative dissolution occurs when the commission dissolves the corporation for failure to pay fees or file reports or other transgressions. A judicial dissolution occurs when a judge disbands the corporation because of fraud, unlawful abuses, or because of serious outstanding debts at the request of a creditor.
- Arizona Corporation Commission
- Arizona Legislature Revised Statutes Title 10-704: Action by Shareholders Without Meeting
- Arizona Legislature Revised Statutes Title 10-821: Action by Directors Without Meeting
- Arizona Legislature Revised Statutes Title 10-601: Authorized Shares
- Arizona Legislature Revised Statutes Title 10-1330: Court Action
- Arizona Legislature Revised Statutes Title 10-1420: Grounds for Administrative Dissolution
- Arizona Legislature Revised Statutes Title 10-1430: Ground for Judicial Dissolution or Equitable Relief
- Arizona Legislature Revised Statutes Title 10-202: Articles of Incorporation
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