Under Arizona law, a corporation is an independent body having separate legal existence formed to carry out a lawful purpose. One or more incorporators file the articles of incorporations at the Arizona State Corporation Commission.
The articles of incorporation includes the corporate name, the number of shares authorized to issue, a brief statement of the character of business carried out by the corporation, the names and addresses of the directors until successors are elected, and name and addresses of incorporators.
The name of a corporation should contain the word “”company”, “corporation”, “limited” or “incorporated” or an abbreviation of one of these words. The corporation’s name should not be deceptively similar to the name of another corporation incorporated in Arizona.
An organizational meeting is held soon after incorporation. This meeting is conducted to finalize the board of directors and to approve the corporation bylaws. The meeting is called by the majority of the directors.
Bylaws of a corporation shall contain provisions for carrying out business and regulating the affairs of the corporation. The board of directors of a corporation can adopt bylaws to be effective only during an emergency. However, such bylaws are subject to amendment or repeal by the shareholders.
A corporation incorporated in the state of Arizona should maintain a known place of business. It could be the address of the corporation’s statutory agent. A statutory agent could be an individual residing in Arizona, a domestic corporation formed according to the law, a foreign corporation authorized to transact business in Arizona, or a limited liability company authorized to transact business in Arizona.
The classes and the number of shares of each class that the corporation is authorized to issue should be provided in the articles of incorporation. The articles of incorporation shall prescribe a distinguishing designation for each class if more than one class of shares is authorized. Annual meeting of the shareholders are to be held at the time stated in the bylaws. The meeting could be held in Arizona or out of Arizona as fixed by the bylaws. If no place is prescribed by the articles of incorporation, then the shareholders shall meet at the corporation’s principal place of business. Upon call of the board of directors, a corporation can hold special meeting of shareholders.
The board of directors exercises authority to administer the business and daily running of the corporation. The articles of incorporation can prescribe any limitation to the exercise of the board’s power. Bylaws of a corporation can be amended by the board of directors at any time unless the articles of incorporation reserve such power to the shareholders.
To learn more about Arizona corporations, please visit the Arizona Corporation Commission website.