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How to Incorporate in Arizona

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					HOW TO INCORPORATE IN ARIZONA
                      For Profit Corporations

To incorporate for profit corporation in Arizona you merely:

 File articles of incorporation with the Arizona Corporation Commission (the "ACC"),
 Publish the articles of incorporation in a newspaper of general circulation the required
 number of times, and
 Submit an affidavit of publication to the ACC.

Despite this relatively easy three-step process, there are a number of tasks the must be
performed to incorporate a for profit corporation in Arizona. The following is a checklist and
explanation from A to Z of the tasks necessary to incorporate a business in Arizona. If you
want to form an Arizona nonprofit corporation, see my article entitled "How to Form an
Arizona Nonprofit Corporation."

For a summary of the characteristics of the seven types of entities commonly used in Arizona
to operate businesses and hold assets, see "Types of Entities for New Arizona Companies."
See also KEYTLaw's Arizona Corporation Formation Services for information about our fees
to form your nonprofit corporation and our Corporate Meeting Service for information about
Arizona law requiring annual meetings of shareholders and our inexpensive minute
preparation service.

1. Select the Name of the Corporation

a. Trademarks & Service Marks

Finding a good name for your new Arizona corporation can sometimes be the most difficult
piece of the formation puzzle. Ideally, you want a name that: (i) will afford strong federal
trademark protection, but will not infringe on anybody's trademark or service mark, (ii) will
be easy for your customers to remember, (iii) will describe your products or services, and (iv)
will allow you to obtain .com, .net., .org, .biz, .info and .us domain names. For information
on obtaining domain names, see How to Obtain a Domain Name that Does Not Infringe on a
Trademark.

One way to check if your desired corporate name will infringe on a federally registered
trademark or service mark is to search your prospective name and variations thereof on the
searchable database of the United States Patent & Trademark Office.

Unfortunately, obtaining a strong trademark that describes your product or services is
frequently not possible. These two goals are in conflict. Most clients of trademark lawyers
want a trademark that describes their products or services. For example, if I have a bar and
grill called Rick's Bar & Grill, it describes my business, but federal trademark law grants a
lower level of protection to marks that are merely descriptive of the products or services.
People like descriptive trademarks because they are descriptive. Trademark lawyers prefer
marks that are arbitrary such as Apple® when used to identify computer products or fanciful
marks such as Xerox® because these types of marks provide the highest level of trademark
protection. For more information about trademarks and service marks, see the KEYTLaw
feature called "Trademarks & Service Marks."

b. Arizona Corporation Commission Name Approval

When you have selected at least one possible name for your corporation, you should perform
a Preliminary Name Search on the ACC's website to see if you can find any Arizona entities
or tradenames that are exactly the same as or too similar to the name you have chosen for
your corporation. Corporate names must satisfy the requirements of Arizona Revised
Statutes Section 10-401.

2. Prepare the Articles of Incorporation

You must prepare your new Arizona corporation's articles of incorporation and have it signed
by the incorporators. The articles of incorporation of an Arizona for profit corporation must
contain the following information:

 A corporate name that satisfies the requirements of A.R.S. Section 10-401.
 The number of shares the corporation is authorized to issue.
 A brief statement of the character of business that the corporation initially intends to
 actually conduct in this state.
 The name and address of each person who is to serve as a director until a successor is
 elected and qualifies.
 The name, street address and signature of the corporation's statutory agent.
 The street address of the known place of business for the corporation, if different from that
 of its statutory agent.
 The name and address of each incorporator.
 The signatures of all incorporators.

See the ACC's sample form articles of incorporation for a profit corporation. This form is in
.pdf format, which requires the Adobe® Acrobat® Reader® software. You can download the
software for free from Adobe®.

3. Select the Corporation's Statutory Agent

Every corporation formed in Arizona or qualified to do business in Arizona must have and
maintain a statutory agent located in Arizona. The purpose of a statutory agent is to give
notice to the public of a person or entity authorized by the corporation that can be served with
legal documents as the agent of the corporation. The statutory agent is the person or entity
that can be served with a summons and complaint filed in a lawsuit.

The statutory agent must be one of the following:

 An adult individual who resides in Arizona.
 A domestic corporation formed under Arizona corporate law.
 A foreign corporation authorized to transact business in Arizona.
 A limited liability company formed under Arizona law.
 A limited liability company authorized to transact business in Arizona.

The statutory agent must have an Arizona street address rather a post office box.

4. Prepare a Cover Sheet

When you file the articles of incorporation with the ACC, you must also submit a completed
cover sheet (pdf).

5. Prepare a Certificate of Disclosure

When you file the articles of incorporation with the ACC, you must also submit a completed
certificate of disclosure for profit corporations (pdf). When completing this form: (i) check
yes or no for question A, but if you check yes, you must attach to the certificate of disclosure
all information requested in question B. Check yes or no for question C. If you check yes,
you must attach to the certificate of disclosure all information requested in question C.

All incorporators must sign the initial certificate of disclosure. Signatures must be dated
within 30 days of delivery to the ACC.

If, within sixty days of filing the articles of incorporation, any person becomes an officer,
director, trustee or person controlling or holding over 10% of the issued and outstanding
shares or 10% of any other proprietary, beneficial, or membership interest in the corporation
and the person was not included in the initial certificate of disclosure, the corporation must
file an amended certificate signed by at least one duly authorized officer of the corporation.

6. File the Incorporation Documents with the ACC

When you are ready to file the incorporation documents, hand deliver or mail the following to
the ACC:

 Completed and signed articles of incorporation
 Completed cover sheet
 Completed and signed certificate of disclosure
 Cash or check to pay the filing fee

7. Pay the Filing Fee

When you submit your articles of incorporation, the cover sheet and the certificate of
disclosure, you must also pay the appropriate filing fee, which is $60 for a profit corporation.
You can pay the fee with cash or your check.

You may also pay an extra $35 for expedited review service. I recommend that you pay the
extra $35, which will cause the ACC to review your articles of incorporation within the
shortest time period possible. If you do not pay the extra $35 it could take up to a month for
the ACC to approve or reject your articles of incorporation. When the articles are approved,
the date of approval reverts back to the date the articles were filed. The problems with using
regular review service rather than the expedited review are: (i) it can substantially reduce the
time remaining to publish the articles of incorporation and deliver the affidavit of publication
to the ACC, and (ii) you may have to wait a month to find out that your articles were rejected.

8. Where to File the Incorporation Documents

File your articles of incorporation, the certificate of disclosure and the cover sheet and pay
the filing fee at either of the following ACC locations:

Phoenix office: 1300 W. Washington, 1st Floor, Phoenix, AZ 85007.

Tucson office: 400 W. Congress St., Tucson, AZ 85701

ACC offices are open Monday - Friday, 8:00 a.m. to 5:00 p.m., except holidays. You may
mail all the incorporation documents with a cover letter and a check for the filing fee to either
ACC office. The ACC does not accept credit cards.

9. Obtain a Copy of the Articles of Incorporation

It goes without saying that you should make a copy of all the documents you submit to the
ACC and retain them in your corporate file. I recommend that when you file your articles of
incorporation, you submit an extra copy and ask the ACC to stamp the extra copy to show the
date the ACC received the articles of incorporation. This extra copy can be shown to other
parties (such as a bank when you open a bank account) before you receive the final approved
articles of incorporation from the ACC.

10. Approval or Rejection of the Articles of Incorporation

After the ACC reviews your articles of incorporation, it will mail to the corporation's place of
business a notice of approval or rejection of the articles of incorporation. If the articles of
incorporation were rejected, your corporation was created as of the date the articles were
filed, but it terminated as of the date and time the ACC completes its determination. The
ACC will notify you in a letter why the articles were rejected. You may then correct the
problem and resubmit another set of incorporation documents. However, you will not be able
to recover your filing fee.

If your articles of incorporation were approved, the corporation was created ("born") as of the
date the articles of incorporation were filed with the ACC (or a later date set forth in the
articles).

11. Publish the Articles of Incorporation

Within sixty days after the date the articles of incorporation were filed with the ACC, you
must publish the entire articles of incorporation for three consecutive publications in a
newspaper of general circulation in the county of the corporation's known place of business
in Arizona. If you file the articles of incorporation on an expedited basis, you may wait to
publish the articles of incorporation until they have been approved by the ACC to prevent
wasting the publication costs if the articles are rejected. However, IF YOU FILE THE
ARTICLES OF INCORPORATION ON A NON-EXPEDITED BASIS, THE ACC
WILL APPROVE OR REJECT THE ARTICLES MORE THAN THREE MONTHS
AFTER FILING SO YOU MUST PUBLISH THE ARTICLES BEFORE APPROVAL.
IF YOU WAIT FOR ACC APPROVAL, IT WILL COME AFTER THE DEADLINE
TO PUBLISH AND RETURN THE AFFIDAVIT OF PUBLICATION TO THE ACC.

See the ACC's list of Arizona newspapers of general circulation by county, which list also
includes newspapers from which the ACC will not accept publications. The cost to publish
the articles of incorporation depends on the newspaper and the length of the articles, but you
should budget $100 - $175, unless the corporation's place of business is in Yuma County
where the publication costs are three times higher than in Maricopa County.

I publish my notices of filing articles of incorporation with the Arizona Capitol Times
newspaper at P.O. Box 2260. Phoenix, Arizona 85002; email address -
publicnotices@azcapitoltimes.com; and phone number 602-258-7026. This newspaper can
also arrange to publish in any county in Arizona. After publishing, the Arizona Capitol
Times will prepare and send an Affidavit of Publication to the Arizona Corporation
Commission.

Within ninety days after filing the articles of incorporation, you must file with the ACC an
affidavit evidencing the publication of the articles as required by Arizona law. Confirm with
your newspaper that it will automatically as part of its publication service prepare and file the
affidavit with the ACC. If your newspaper does not mail the affidavit directly to the ACC,
you must make sure you obtain the affidavit and deliver it to the ACC within the ninety day
deadline.

If you fail to timely publish the articles of incorporation or file the affidavit of publication,
the ACC may revoke the charter of the corporation, which causes it to cease to exist.

12. Prepare the Bylaws

The board of directors of a corporation must adopt initial bylaws for the corporation. The
bylaws of a corporation may contain any provision for managing the business and regulating
the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
Each initial director should sign the bylaws.

13. Conduct an Organizational Board of Directors Meeting

After incorporating, the board of directors must hold an organizational meeting at the call of a
majority of the directors to complete the organization of the corporation by appointing
officers, adopting bylaws and carrying on any other business brought before the meeting.
This organizational meeting must be documented by corporate minutes signed by all the
directors.

14. Obtain a Minute Book Kit

Arizona Revised Statutes Section 10-701 requires that all Arizona for profit corporations hold
an annual meeting of the shareholders. The board of directors has the responsibility to
manage and direct the business and affairs of the corporation, subject to any limitation set
forth in the articles of incorporation or in a shareholder agreement. See ARS § 10-732.

All corporations should follow the formalities of corporate organization, which include the
following:

 Sending proper written notice to all shareholders and directors of annual and special
 meetings of the shareholders and directors, respectively
 Preparing minutes of all meetings that document the persons present, the matters discussed
 and all resolutions adopted by the shareholders and the directors
 Maintaining a corporate minute book that contains copies of the approved articles of
 incorporation, the affidavit of publication, the organizational minutes of the directors, the
 bylaws, the stock ledger and copies of all minutes of meetings of the shareholders and
 directors and any shareholder agreements
 Issuing stock certificates to all shareholders
 Opening and using a corporate checking account for all corporate funds
 Obtaining state and federal tax identification numbers

I recommend that all new corporations purchase a corporate kit immediately after being
incorporated. These kits contain the basic corporate materials needed by new corporations
such as the minute book, stock certificates with the corporate name imprinted thereon, a stock
ledger and a corporate seal. You can also purchase kits that contain sample organizational
minutes and bylaws. I purchase my minute book kits from Attorneys Corporate Service. The
kits start at $48. The phone number is 800-462-5487.

15. Obtain a Federal Employer Identification Number

Most newly formed corporations must obtain a federal employer identification number.
Banks require this ID number for bank accounts. If the corporation will have employees and
pay wages, it must file payroll tax returns and pay payroll taxes using the ID number. A
corporation obtains a federal ID number by completing IRS Form SS-4 (pdf), Application for
Employer Identification Number, and filing it with the Internal Revenue Service. See also
the Instructions for Form SS-4 (pdf) and IRS Publication 1635 (pdf), Understanding Your
EIN - Employer Identification Number.

You should apply for an EIN early enough to have your number when you need to open a
bank account, file a tax return or make a tax deposit. You can get an EIN over the phone by
calling the Tele-TIN phone number for your state, which for Arizona entities is 1-800-829-
4933. Before calling the IRS, fill in the IRS Form SS-4 as best you can because the IRS may
ask you to refer to it while on the phone and may ask that you sign and mail or fax a copy of
the form to the IRS within 24 hours. The person making the call must be authorized to sign
the form or be an authorized designee.

You may also obtain a federal EIN online in a matter of minutes from the IRS website. After
submitting the completed Form SS-4 online, the IRS' system will immediately issue an EIN.
Online EINs are available 24/7 without the need to file any paper document with the IRS.
The online EIN is a provisional EIN, but it will be the permanent federal employer
identification number for your business unless voided by the IRS. The IRS may void an EIN
obtained online if : (i) the name and social security number of the principal officer do not
match Social Security Administration records, or (ii) the business has already been assigned
an EIN. Keep a record of your application for an EIN. Be sure to print your SS-4 application
after the EIN is assigned and keep a paper copy for your records. You can do this by clicking
the "Print Form" button after receiving your EIN.

Third parties may also request EINs via the internet on behalf of a taxpayer. A third party
who obtains an EIN for another party must retain a completed copy of the IRS Form SS-4
signed by the taxpayer and the signed statement authorizing the third party to file the online
application.

If you prefer, you can fax a completed Form SS-4 to the appropriate service center (215-516-
3990 for Arizona), and they will respond with a return fax in about one week. If you do not
include a return fax number, it will take about two weeks. If you apply by mail, send your
completed Form SS-4 at least four to five weeks before you need your EIN.

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17. Consider Electing S Corporation Federal Taxation

Corporations that satisfy certain stock ownership requirements may elect to be taxed as an "S
corporation" for federal income tax purposes. In general, the difference between an S
corporation and a "C corporation" (corporations that do not elect S corporation status) is that
S corporations are not taxpaying entities and C corporations are. The profits, losses and other
tax items of an S corporation are passed to the stockholders of the corporation prorata
according to their stock ownership and included on the stockholders' federal income tax
returns. By electing S corporation federal income taxation, a corporation can avoid the
double tax that can occur with a C corporation when the corporation has taxable income.

The stockholders of a qualified corporation may elect S corporation status for federal tax
purposes by filing IRS Form 2553 (pdf), Election by a Small Business Corporation. There
are several requirements that must be met before a corporation can elect S corporation status.
For more information, see IRS Instruction for Form 2553 (pdf), Election by a Small Business
Corporation.

To elect S corporation taxation, all the stockholders must complete and file IRS Form 2553
with the IRS:

(a) at any time before the 16th day of the 3rd month of the tax year, if filed during the tax
year the election is to take effect, or

(b) at any time during the preceding tax year.

An election made no later than 2 months and 15 days after the beginning of a tax year that is
less than 2 and 1/2 months long is treated as timely made for that tax year. An election made
after the 15th day of the 3rd month, but before the end of the tax year is effective for the next
year. For example, if a calendar tax year corporation makes the election in April 2001, it is
effective for the corporation’s 2002 calendar tax year.

Before forming a new corporation or as soon as possible after forming it, you should consult
with your accountant for advice on whether the corporation should be taxed as an S
corporation or a C corporation. The choice will have significant economic consequences to
the corporation and its stockholders. Facts and circumstances applicable to each new
corporation will influence whether or not to elect S corporation taxation. An erroneous tax
election can be very expensive.

18. Obtain Arizona Department of Revenue Identification Numbers &
Transaction Privilege Tax Licenses

If your corporation will engage in an activity that is taxable under the Arizona transaction
privilege tax statutes, it must apply for a transaction privilege tax license for each business
location before engaging in business. If the corporation will pay wages to employees, it must
an Arizona withholding number and an Arizona unemployment number. To obtain a
transaction privilege tax license, an Arizona withholding number or an Arizona
unemployment number, the corporation must complete and file an Arizona Joint Tax
Application with the Arizona Department of Revenue. For licensing questions on transaction
privilege or withholding call (602) 542-4576 or 1-800-634-6494 (from area codes 520 and
928). For questions on unemployment tax call (602) 248-9396 or email the Arizona
Department of Economic Security.

19. Sign a Stockholders Agreement / Buy-Sell Agreement

When a corporation is owned by more than one stockholder, corporate lawyers recommend
that the stockholders enter into an agreement called a "Stockholders Agreement" or
sometimes called a "Buy-Sell Agreement." This is an agreement that governs how the
stockholders will deal with their stock ownership and important corporate matters. The
Stockholders Agreement adds to the basic governance provisions contained in the corporate
bylaws.

Stockholders Agreements typically deal with the following types of corporate issues:

 Requiring super majority approval or unanimous approval of stockholders for major
 corporate decisions such as borrowing large amounts of money, entering into major
 contracts, amending the articles of incorporation or bylaws, changing the capital structure
 of the corporation, hiring or firing people related to stockholders and directors, setting
 compensation of key employees, and entering into contracts with related parties or
 companies affiliated with stockholders or directors.
 Restrictions prohibiting stockholders from selling, encumbering or transferring their stock
 without first giving the corporation and other stockholders a right of first refusal to acquire
 the stock.
 Rules governing rights of the corporation and stockholders following a stockholder's death,
 disability, divorce or incapacity. The agreement can obligate the corporation to purchase
 the stock of a deceased shareholder or give the corporation and other stockholders options
 to purchase the stock of a deceased stockholder.
 The acquisition of life insurance to fund the purchase of stock of a deceased stockholder.
 Fixing the value of stock in certain situations such as the purchase by the corporation of the
 stock of a deceased stockholder.
 Requiring minority stockholders to sell their stock when the majority of the stockholders
 want to sell the corporation
 Requiring stockholders to cooperate if the corporation makes a public offering of securities.
 "Shot-gun" buy-out procedures that can be used to terminate the stock ownership of
 stockholders when they cannot get along or work together.

The best and easiest time to adopt a stockholders agreement is when the corporation is
formed. I have seen too many sad stockholder disputes that could have been avoided with a
good stockholders agreement. A stockholders agreement is like insurance, i.e., if you never
need it, you don't miss it, but if you need it and don't have it, you may suffer greatly.

Richard Keyt charges $750 ($595 if prepared when forming a corporation) for a
comprehensive stockholders agreement. To obtain your stockholders agreement, call Rick at
602-906-4953, ext. 3. An office appointment is not necessary.

20. Annual Meetings of Shareholders & Directors

Arizona law requires all Arizona for profit corporations to hold a meeting of shareholders
annually at a time stated in or fixed in accordance with the bylaws. A.R.S. § 10-701.A.
Arizona corporations must notify all shareholders entitled to vote of the date, time and place
of each annual and special shareholders' meeting at least ten, but not more than sixty days
before the annual meeting date. A.R.S. § 10-705.A. Directors shall be elected at the first
annual shareholders' meeting and at each annual meeting thereafter. A.R.S. § 10-803.C.

Every Arizona corporation should prepare minutes of all meetings of the shareholders and
directors. The minutes should be approved by the appropriate parties, signed and added to
the corporate minute book along with copies of the notices of the meetings sent to the
shareholders and directors. Actions of shareholders and directors taken without a meeting
should be evidenced by resolutions signed by all the shareholders and directors, respectively,
and added to the corporate minute book.

Arizona corporations that fail to hold annual meetings of shareholders and directors increase
the risk that a creditor may "pierce the corporate veil" and hold the shareholders liable for the
obligations of the corporation. The approved and signed minutes and resolutions are the
evidence that meetings of shareholders and directors were held in accordance with Arizona
law. A corporation that fails to hold annual meetings or to properly adopt resolutions of the
shareholders and directors may also experience problems if a shareholder dispute arises.
Corporate action taken without proper approval can create liability for the persons who
authorized the action.

KEYTLaw Corporate Meeting Service

KEYTLaw provides an inexpensive Corporate Meeting Service available to all Arizona
corporations to assist them in satisfying their obligations to hold meetings of shareholders
and directors and to document the meetings with minutes and resolutions. The Corporate
Meeting Services and costs are:

 Prepare standard minutes of annual or special meetings of the
 shareholders & directors or prepare Actions by Unanimous
 Consent for resolutions adopted without a meeting                    $150
 Prepare and mail notices of meetings to shareholders and directors
 (postage and copy costs not included)                              $100
 One time set up fee to add shareholders and directors names and
 addresses to our database for future notices and meeting minutes     $100
 Annual corporate record summary of shareholder, director and
 corporate information                                                included at no charge
 One time minute book review with letter summarizing minute
 book status                                                          $150

KEYTLaw Corporate Meeting Service takes the worry out of notifying shareholders and
directors of meetings and documenting the meetings with minutes or resolutions. Let us send
your notices and prepare your minutes. Call 602-906-4953, ext. 3 and enroll in KEYTLaw's
annual Corporate Meeting Services plan.

Reasons to Use KEYTLaw's Corporate Meeting Service:

   1. Your minutes/resolutions and notices will be prepared. In my experience as a
      business lawyer since 1980, most small businesses do not hold annual meetings,
      prepare minutes and maintain minutes in the corporate minute book. Everybody
      wants to do it, but most put the task on the back burner and it never gets done. Three
      clients recently asked me to review their minute books and assist in getting them in
      order. One client was getting a divorce and his divorce lawyer needed the minutes for
      his property settlement, but no minutes had been prepared for over five years,
      including years when a former shareholder owed stock. The second client had been
      sued and the opposing counsel was trying to pierce the corporate veil. This client had
      never held an annual meeting or prepared minutes of shareholders or directors. The
      third client sold half of the stock to a new stockholder who insisted (prudently) that
      the minutes be current. The reality is that few closely held corporations dot the "i"s
      and cross the "t"s when it comes to annual meetings and minutes. If you use
      KEYTLaw's Corporate Meeting Service, your minutes will be prepared and notices
      mailed. All you have to do is get the minutes signed and inserted into the minute
      book.
   2. It's cheap! The cost is only $295 a year. For that nominal amount you get: (i) a
      notice of the annual meeting sent to shareholders, (ii) a notice of the annual meeting
      sent to directors, (iii) minutes of the meeting of shareholders, (iv) minutes of the
      meeting of directors, and (v) a document called a "Corporate Record Summary" each
      year that lists the names and addresses of all shareholders, officers and directors, the
      amount of stock issued and held by each stockholder, dates officers and directors took
      office and other important corporate information, all of which can be used to complete
      the annual report that must be filed with the Arizona Corporation Commission.
   3. You probably will not do it!
21. Additional Incorporation Considerations

In addition to the tasks set forth above, there are a lot of other business and legal issues to
consider when you incorporate a business in Arizona. For more information about these
other issues, see the KEYTLaw Memorandum to Officers & Directors of a Newly Formed
Arizona Corporation.

Although it is relatively easy and inexpensive to incorporate a business in Arizona and the
information in this article tells you how to do it, I recommend that you consult an Arizona
corporate attorney when incorporating because there are many issues that may require legal
advice and action. For example, when offering to issue and issuing stock and securities, all
corporations must comply with federal and applicable state securities laws. It may be
advisable to file trademark applications with the U.S. Patent & Trademark office to protect
your trademarks and/or service marks. Forming the new corporation is just the "tip of the
iceberg" with respect to operating a business in the corporate form.

22. Starting a New Business in Arizona

The following list contains links to web sites that have additional information about and
resources related to starting a new business in Arizona:

 Arizona Department of Revenue - tax forms and tax information
 Guide to Arizona Licensing Requirements - Arizona agencies that require licensing,
 certification or permits for business activities conducted in Arizona.
 Workers Compensation Insurance
 Small Business Resource Guide CD - This IRS free CD contains tax information for small
 businesses including forms, instructions, and publications. The CD also provides valuable
 business information from a variety of government agencies, non-profit organizations, and
 educational institutions. It contains essential startup information needed by new small
 businesses. You may order it by calling (800) 829-3676.

KEYTLaw's Arizona Incorporation Services

If you follow the instructions above, you can form an Arizona corporation yourself. It is
relatively simple. If on the other hand, you value your time and prefer to hire somebody with
years of experience to form an Arizona corporation for you, KEYTLaw has a special
corporate formation offer that is available only to new clients who contact KEYTLaw via the
internet.

KEYTLaw's incorporation services include the following:

   1. unlimited telephone consultations with Arizona attorney Richard Keyt concerning choice of
       entity, questions about forming and operating the corporation, and other incorporation related
       issues,

   2. name selection advice,
   3. prepare the Articles of Incorporation,
   4. prepare a Certificate of Disclosure for each initial stockholder, officer and director,
   5. prepare the Arizona corporation Commission (“ACC”) cover sheet,
   6. file the Articles of Incorporation with the ACC on an expedited basis,
   7. give you a copy of the Articles stamped with the ACC’s “received” stamp,
   8. give you a 35 page Arizona corporation Operations Manual explaining how to comply with
       applicable Arizona corporate law, how to obtain a federal employer ID number (over the
       phone or the internet), how to open the corporation's bank account, how to document changes
       in owners, how to hold and document meetings of the stockholders and directors, and how to
       operate your new corporation,

   9. arrange to publish the Articles of Incorporation in a newspaper in the appropriate county
       before the statutory deadline,

   10. obtain an Affidavit of Publication and file it with the ACC before the statutory deadline,
   11. prepare By-Laws,
   12. prepare the organizational minutes or resolutions of the directors of the corporation,
   13. give you the ACC’s letter approving the Articles of Incorporation,
   14. give you the Articles of Incorporation stamped with the ACC “approved” stamp,
   15. give you access to IRS Form SS-4 (Application for Employer Identification Number), IRS
       Instructions for Form SS-4, and the Arizona Joint Tax Application (used to obtain an Arizona
       tax identification number and sales tax license, if needed),

   16. give you an up-to-date corporate minute book with stock certificates, a corporate seal, the
       corporation’s Articles of Incorporation, By-Laws, and organizational resolutions of the
       directors,

   17. prepare stock certificates for the initial stockholders,
   18. give you access to the S corporation election form (IRS Form 2553) and the IRS Instructions
       for Form 2553 so that you may file the S election form with the IRS if you want the
       corporation to be taxed as an S corporation for federal income tax purposes, and

   19. act as the corporation's statutory agent for its first year.

Many law firms charge legal fees of $1,000 to $1,500 plus costs to form a corporation, but
KEYTLaw provides all the above incorporation services for $995, which includes guaranteed
legal fees of $720 plus costs of approximately $275. The costs are $95 for the ACC
expedited filing fee, $90 for the publication fee (estimated), $75 for a minute book and $15
for a filing service.

To hire KEYTLaw to form your Arizona corporation, complete the Incorporation Agreement
online, sign it and send it to us with your check. If you have questions about incorporating or
the Incorporation Questionnaire, call Richard Keyt at 602-906-4953, ext. 3. See Rick Keyt's
resume and areas of practice.

Related Articles
Types of Entities for New Arizona Companies

Corporate Record Summary - sample

How to Form an Arizona Nonprofit Corporation

How to Form an Arizona Limited Liability Company

This article was first published on December 29, 2001.



All Documents Attorney Prepared - not Paralegal or Document Preparer Prepared

For a complete description or KEYTLaw's low price fixed legal fee incorporation service and
the tasks we will perform if you hire us to prepare your new Arizona corporation, see the
KEYTLaw Incorporation Service.

To hire Arizona corporate attorney Richard Keyt to form your new Arizona corporation for a
guaranteed fixed fee of $995, complete the Incorporation Agreement online, sign it and send
it to us with your check.




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