Below you will find a sample Arizona articles of incorporation and/or related documents.
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Arizona Articles of Incorporation – for Close Corporation
Articles of Incorporation
for _________
(An Arizona Close Corporation)
We, the undersigned incorporators, desire to form an Arizona Close Corporation under the laws of the State of Arizona, and do hereby associate together for that purpose by adopting the following Articles of Incorporation.
Article I.
Name of this corporation shall be: "_________."
Article II.
Known place of business of this corporation shall be: _________.
Article III.
Original investors and initial capital units: The names and addresses of the original investors in this close corporation, and the amounts of initial contributions of capital units of each investor are as follows:
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(1)
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Tucson, Arizona 85706
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original capital units invested ........................................................
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$................................................
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(2)
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Phoenix, Arizona 85000
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original capital units invested ........................................................
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$................................................
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(3)
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Glendale, Arizona 83009
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original capital units invested ........................................................
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$................................................
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Article IV.
Aggregate Authorization: The aggregate dollar amount of capital units which this corporation is authorized to issue is $_____ at $_____ per capital unit.
Article V.
Manager: The name and address of the manager of the corporation shall be: _________.
Article VI.
Statutory Agent: The initial statutory agent for this corporation shall be: _________.
(Shall be a bona fide resident of the State of Arizona for at least three years.) Need not be the same as manager.
In witness whereof, we have hereunto set our hands as incorporators this _________ day of _________, 19__
_________(name) (Incorporator Address)
_________(name) (Incorporator Address)
I, _________, having been designated to act as Statutory Agent, hereby consent to act in that capacity until removed or resignation is submitted in accordance with the Arizona Revised Statutes.
_________(Signed)
Optional Provisions for Articles of Incorporation for Close Corporation
1. The purpose for which this corporation is organized shall be the transaction of any business for which corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time, and specifically but not in limitation thereof, for the purpose of repairing and providing other automotive services to imported and domestically imported and American compact automobiles.
2. Management of the Corporation: The affairs of this corporation shall be conducted by a Manager and not less than two Assistant Managers, which Manager and Assistant Managers must each hold one or more capital units in this corporation. The Manager may be known and denominated as President of this corporation, and the Assistant Manager may be known and denominated as Vice-President(s), Secretary, and Treasurer, as may from time to time be established by the affirmative vote of the majority of the capital unit holders of this corporation.
The Manager shall have the following powers in addition to those permitted by law:
(1). To direct and control the day-to-day operations of the corporation, and to delegate authority to an Assistant Manager and to limit or cancel such authority from time to time.
(2). To contract, and to endorse and transfer and negotiate commercial or other paper; to sign checks on the corporation's bank account; to sign, endorse, accept, make, execute and deliver checks, notes, drafts, acceptances or bills or exchange for deposit, rediscount or any other purpose.
(3). To hire and fire employees; but the Manager shall not have the power to sell or lease out corporate property, or borrow money for the corporation, or pledge corporate assets as surety, or cause the corporation to become a guarantor or surety, or commence litigation on behalf of the corporation, without the concurrence of the majority of the capital unit holders of this corporation.
3. Option to Purchase Capital Units: Upon the death of any owner of one or more capital units, the remaining capital unit owners shall have an option to purchase at market value the decedent's capital units at any time after such death but if, and when, written registered mail demand is made after such death by the decedent's Personal Representative or surviving spouse or main heir, then such option may be exercised only within 60 days after such demand is received.
4. Amendments to Articles of Incorporation and Bylaws: The power to amend the Articles of Incorporation and to amend, alter, repeal, or replace the Bylaws or adopt new Bylaws, shall be vested in the holders of capital units of this corporation who may amend the Articles of Incorporation and amend, alter, repeal, replace and adopt Bylaws by the affirmative vote of the holders of 51% of the outstanding capital units of this corporation.
5. The period of duration of this corporation shall be 25 years.
6. No manager or employee of this close corporation shall have the authority to create any liability or obligation in the name of the corporation in excess of $_____ without the prior written consent of both of the original investors, to-wit: _________(name) and _________(name).
7. After the first 4,000 capital units of the corporation have been issued, subsequent issuance of capital units shall be made only upon mutual written agreement between the then investors. In the event that subsequent capital units are issued, each existing investor shall have the first right to purchase said capital units. In the event that more than one remaining investor wishes to purchase the capital units for sale, then each of the said investors may purchase an amount equal to the ratio of the capital units which he owns to the total amount of capital units which are owned by the investors wishing to exercise the right of first refusal.
8. Any manager of this corporation may be replaced or succeeded by a new manager only upon written mutual agreement of all of the then existing investors of the corporation. Such replacement shall be effective when a certificate of change of manager, sworn under oath by all of the then existing investors of the corporation, is filed with the Corporation Commission, stating the name of the replaced manager and the name and address of the new manager, and that such new manager was elected by the required mutual agreement.
9. No annual accounting shall be required of any manager of this corporation.
10. There shall be no requirement for any annual or other periodic meetings of the investors or the managers of this corporation.
11. There shall be no requirement that any manager of this corporation be bonded or that any manager give other security to the corporation to secure faithful performance of his duties, except upon mutual agreement of the original investors, in writing.
12. There shall be no restrictions upon competition by investors, directly or indirectly, with the business of the corporation.
Optional Provisions of Articles of Incorporation for Close Corporation
1. Duration of corporation, if less than perpetual.
2. Any restrictions on authority or manager or managers.
3. Any reservations on authority of investors.
4. Any restrictions on power of investors to sell, transfer or create a security interest in his capital units.
5. Any restriction on future issue of additional capital units.
6. Provisions of any preemptive rights.
7. Whether corporation will have power to acquire their capital units. If not in articles, they may not do so.
8. Provisions to provide for arbitration on other nonjudicial procedure.
9. Any provision for replacement or succession of a manager.
10. Any provision which either relieves manager entirely of obligation to make accounting to investors or which modifies form of accounting.
11. Any provision for annual or other periodic meetings of investors. No meetings required if not set forth in articles.
12. Any requirements for bond or other security to be given corporation by the manager to secure his faithful performance.
13. Any restrictions upon competition by investors, directly or indirectly, or indirectly with the business of the corporation.
14. Any provision for delegation of authority by the manager.
15. Any provision for a dissolution option.
16. Any provisions for varying relationships among investors as to relative rights in capital units.
17. Any other provisions, consistent with law, which the incorporators elect to set forth.
If these free sample Arizona articles of incorporation (or related documents) meet your needs, then think of us next time you want to start a business in Arizona.
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