Instructions C011i - Articles Of Incorporation Non Profit Template

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Instructions C011i
ARIZONA CORPORATION COMMISSION
Corporations Division
1300 West Washington Street
Articles of Incorporation –
Phoenix, Arizona 85007
Nonprofit Corporation
(602) 542-3026
General Information
Savings Association; Building
because a statute requires that the
Association; Savings and Loan
corporation appoint someone for this
Association; Building and Loan
purpose. See A.R.S. § 10-3501. If, for
Who can form a corporation? One
Association; Savings Bank; Thrift; Trust;
example, a lawsuit is filed against the
or more persons can form an Arizona
or Trust Company. See A.R.S. §§ 10-
corporation, the Statutory Agent will be
corporation by filing Articles of
401, 10-1506.
the one who is served (receives the
Incorporation with the Arizona
papers on behalf of the corporation),
Corporation Commission. These persons
Trade name – if you are the owner of a
and then the Statutory Agent should
are called “incorporators.” A.R.S. § 10-
trade name registered with the
give the papers to the corporation. Note
3201. “Person” includes individuals and
Secretary of State’s office that is
that the law requires that the
entities. A.R.S. § 10-3140(41). “Entity”
identical to the corporation name you
corporation maintain a statutory agent
means domestic or foreign corporations,
wish to use, you must complete and
with a valid address on the records of
limited liability companies, and other
attach to the Application To Reserve
the Arizona Corporation Commission at
associations – see A.R.S. § 10-
Corporation Name a Trade Name
all times, and the failure to do so will
3140(26) for a full definition. Statutes
Declaration form M003. Forms are
subject the corporation to being
are available on the Arizona
available on our website at
administratively dissolved. See A.R.S.
Legislature’s website, ,
§§ 10-3501, 10-3502, 10-11420. Official
by following the link for Arizona Revised
orms/formsindex.asp.
notices from the Arizona Corporation
Statutes.
How do I form a 501(c)(3) or other
Commission will be sent to the statutory
What are the name requirements?
type of tax exempt corporation?
agent’s address.
The examiner will determine if the
“501(c)(3)” and other section 501
Who can be the Statutory Agent?
corporation name to be used complies
subparagraphs refer to Internal
A Statutory Agent can be an individual,
with the statutory requirements, but
Revenue Service code provisions or
or an Arizona corporation or LLC, or a
you can review the name criteria, check
regulations. Only the Internal Revenue
foreign corporation or LLC that is
for name availability and, if desired,
Service can grant tax exempt status
authorized to transact business in
submit a name reservation application
concerning federal taxation. You do not
Arizona. A corporation cannot be its
by using our website at
form a tax exempt corporation – you
own Statutory Agent – it must appoint
/divisions/corporations/filings/
form a nonprofit corporation and then
someone apart from itself. For example,
Reserving the name is
namingpolicy.asp.
apply to the IRS for tax exempt status.
the corporation can appoint one of its
not required. Web access is available to
The Internal Revenue Service requires
the public at our Phoenix and Tucson
directors or officers in his or her
that certain language be in the Articles
capacity as an individual as the
offices.
of Incorporation before it will grant tax
statutory agent, but cannot appoint the
exempt status. The form provided by
The nonprofit corporate name must
corporation itself as the statutory agent.
the Arizona Corporation Commission
satisfy the requirements of A.R.S. §§
complies only with the minimal
10-3401, 10-3301, and/or 10-11506
If an individual is appointed as the
requirements of Arizona law and does
statutory agent, that individual must be
and must not conflict with the
not include any IRS language. If you
requirements for professional
a permanent, full-time resident of the
intend to apply for tax exempt status
State of Arizona and must have a
corporations (A.R.S. § 10-2215) or
after the corporation is formed, you
other corporations (A.R.S. §§ 10-1506
permanent, full-time physical or street
should determine what language is
address in the State of Arizona. The
and 10-401) or other limited liability
required by the IRS and prepare your
companies (A.R.S. § 29-602). Statutes
mailing address, if any, of that
own Articles of Incorporation. It is
are available on the Arizona
individual statutory agent must also be
advisable to seek the advice of your tax
in Arizona.
Legislature’s website, ,
or legal professional and/or the IRS
by following the link for Arizona Revised
The statutory agent must accept the
(
) before you form your
Statutes. Note that other requirements
appointment in writing. The statutory
corporation. The Commission staff
may apply if you are forming a
agent can accept the appointment by
cannot give you legal or tax advice, and
nonprofit corporation under Chapter 19
completing and submitting the Statutory
cannot tell you what language to
of Title 10, Arizona Revised Statutes
Agent Acceptance form M002 found on
include in your Articles.
(cooperatives).
our website at:
If the corporation name contains any of
What is a Statutory Agent?
If the statutory
A Statutory Agent is an individual or a
orms/formsindex.asp.
the following words, prior written
agent is an entity, an authorized agent
business entity that the corporation
approval must be obtained from the
of that entity can sign the acceptance.
Arizona Department of Financial
appoints for the purpose of accepting
An authorized agent is anyone given
service of process (lawsuit papers or
Institutions before registration is
authority to sign for that entity.
allowed: Bank; Banker; Banking; Banc;
legal documents) for the corporation.
The agent is called a “statutory” agent
Banco; Banque; Credit Union; Deposit;
C011i.001-STPS
Arizona Corporation Commission – Corporations Division
Rev. 2012
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