Effective January 1, 2017, Arizona nonprofit corporation law was modified to eliminate the previous requirement that all new Arizona nonprofit corporations must publish their Articles of Incorporation in a newspaper approved by the Arizona Corporation Commission. That’s the good news. The bad news is that the publication requirement will continue for all Arizona nonprofit corporations that have a known place of business in a county other than Maricopa or Pima.
Since October 1, 2009, when the Arizona Corporation Commission stopped mailing reminders to Arizona corporations that the corporation’s annual report was due to be filed ten percent of the corporations formed in Arizona have been administratively dissolved because the corporation did not file its annual report. Dissolution means the corporation ceases to exist, which is almost always a bad thing. Fortunately the problem and the dissolution can be corrected if the corporation files all past due annual reports within six years of the date of the dissolution.”
Our corporate friendly Arizona Corporation Commission adopted a new feature that will help to reduce the number of corporations that are dissolved each year due to failure to file the annual report. Beginning September 5, 2013, anybody can do a look up for the corporation commission on the ACC’s website and enter an email address to which the ACC will send four email reminders (90, 60, 30 & 15 days) of the upcoming due date of the corporation’s annual report. Multiple email addresses can be entered for a corporation. Tell your computer to accept email from [email protected].
Earlier this week the Arizona Corporation Commission published new pdf fillable forms. See the complete list of corporate forms. The forms are a welcome improvement to the old awful forms. Each form also has detailed instructions.
The ACC provides form Articles of Incorporation only for a corporation that does not intend to become a tax-exempt charitable organization. To form an Arizona nonprofit corporation that will not be a charitable organization the incorporator must prepare and file the following forms with the Arizona Corporation Commission:
Arizona Corporation Commission’s Warning for Nonprofit Organizations that Intent to be Tax-exempt Organizations
If your to be formed nonprofit organization intends to be a charitable organization exempt from federal income tax DO NOT USE THE ARIZONA CORPORATION COMMISSION’S FORM ARTICLES OF INCORPORATION!!! The following text is the warning the ACC gives to people in its Instructions for the Articles of Incorporation:
“The Internal Revenue Service requires that certain language be in the Articles of Incorporation before it will grant tax exempt status. The form provided by the Arizona Corporation Commission complies only with the minimal requirements of Arizona law and does not include any IRS language. If you intend to apply for tax exempt status after the corporation is formed, you should determine what language is required by the IRS and prepare your own Articles of Incorporation. It is advisable to seek the advice of your tax or legal professional and/or the IRS before you form your corporation. The Commission staff cannot give you legal or tax advice, and cannot tell you want language to include in your Articles.“
Translation: The Arizona Corporation Commission is telling people who want to form an Arizona charitable organization to hire an experienced nonprofit organization attorney. Of course I am prejudiced, but I recommend you hire me (a legal professional who has formed 9,400+ Arizona corporations and LLCs and who has a masters degree in federal income tax law from the New York University School of Law) to start an Arizona nonprofit organization that intends to become a tax-exempt charity. See my article called “Arizona Nonprofit Corporation Formation Services” for a list of the 28 tasks I perform and 16 documents I prepare when I create an Arizona charitable organization for the extremely low price of $1,297.