Arizona Corporation Commission
Corporations Division
Highlights of new forms
The Corporations Division has developed new forms. Use of the Corporations Division forms is not required except for three documents: the corporation Annual Report, the Certificate of Disclosure and attachments, and the Statement of Bankruptcy and attachments. For all other documents, you may use your own form now and in the future. At this time, the old Corporations Division forms are still acceptable for all document types.
The new forms are fillable pdfs. You may type your information into the fields on the pdf forms. The form must then be printed, and can be submitted to the A.C.C. by mail, in person, or by fax. We do not accept forms by email.
You will notice a lot of check boxes on these forms. The check boxes were intended to allow customers to make it very clear to Corporations Division staff what action the entity (corporation or LLC) is taking. Sometimes a document will be rejected if a required check box is not checked. The forms indicate when to check the box, and the Instructions also specify how to complete the check boxes. Read instructions carefully in order to prevent rejection of the document.
The forms have separate Instructions that provide general information as well as detailed information on completing each form. It is important to review the Instructions for the document being submitted.
For our frequent customers, the information below will spotlight some changes that come with the new forms.
Statutory Agent Acceptance form
There is a separate statutory agent acceptance form. Our new forms do not have a section allowing the statutory agent to accept the appointment on that form – the separate acceptance form must be submitted in addition to the document making the appointment. This allows the statutory agent to separately and independently complete that form; however, it is strongly recommended that the Statutory Agent Acceptance form be submitted at the same time as the document making the appointment, in order to facilitate examination of both documents. If the document making the appointment, such as articles of organization, is examined and there is no statutory agent acceptance in the system at the time of that examination, the articles will be rejected.
Attachments
Attachments will be required for LLCs in some cases. With LLC articles of organization, the management structure will be selected on the articles form, and then either the Manager Structure Attachment or the Member Structure Attachment must be completed and submitted with the articles. Attachments also will be required for certain LLC amendments. The purpose of this was to attempt to clarify for the layperson exactly what information and wording was required for each of the two management structure types. We have also created attachment forms for both LLCs and corporations for the purpose of adding more persons than the underlying form has space for, such as when a corporation has more than 6 directors, for example.
LLC Statements of Change
There are now two separate forms: one for statutory agent and known place of business address changes, and one for changes to manager and member addresses. Each has a separate filing fee of $5.00.
Nonprofit corporations
The new nonprofit articles of incorporation form does not include language for corporations that will apply for tax-exempt status. Our new form meets only Arizona statutory requirements, and does not attempt to comply with IRS requirements for tax exemption. It is important to seek competent advice from an accountant and/or an attorney when forming a nonprofit corporation that will be tax-exempt in order to meet IRS requirements and prevent the need to later amend the articles of incorporation.
Corporation dissolutions and withdrawals
We have distilled the different types of dissolutions and withdrawals into one form each (one for domestic dissolutions and one for foreign withdrawals). This should make it easier for customers, since only one form is used, but it will require careful reading, especially for laypersons.
