How to Form an
Arizona Corporation

Arizona charges $60 to file Articles of Incorporation with the Arizona Corporation Commission (ACC) under A.R.S. § 10-202 — among the lowest US formation fees. Filed online via eCorp at ecorp.azcc.gov. Expedited processing: $35 for 5-business-day review, $200 for same-day expedited under A.R.S. § 10-122. Standard processing 14–18 business days. Annual Report $45 due anniversary date under A.A.C. R14-2-103 — among lowest US recurring fees. CRITICAL ADD-ON: PUBLICATION REQUIREMENT under A.R.S. § 10-203 if your corporation's known place of business is OUTSIDE Maricopa County (Phoenix) and Pima County (Tucson) — those two metros are exempt because the ACC's online database satisfies the notice function. The 13 non-exempt counties (Apache, Cochise, Coconino, Gila, Graham, Greenlee, La Paz, Mohave, Navajo, Pinal, Santa Cruz, Yavapai, Yuma) require publication in a qualified newspaper of general circulation for 3 CONSECUTIVE PUBLICATIONS within 60 days of formation — typical cost $30–$120 depending on county and newspaper. Eleet AI charges $254 all-in — $149 service + $60 state fee + registered agent (statutory agent in AZ terminology) for year one + filed Articles delivered to your portal.

Arizona's corporate income tax is a FLAT 4.9% under A.R.S. § 43-1111 — among the lowest US flat-rate corporate taxes. Materially below Minnesota 9.8%, New Jersey 9% base / 11.5% combined with the Corporate Transit Fee for >$10M allocated net income, Illinois 9.5%, Pennsylvania 8.99% (declining to 4.99% by 2031 under Act 53), California 8.84%, Massachusetts 8%, New York 7.25%, Virginia 6%, Michigan 6%, Tennessee 6.5%, Alabama 6.5% (~5.1% effective with federal-tax deduction), Georgia 5.39% (declining to 4.99% by 2029). Beats every neighboring state except Nevada (zero) and Texas (no income tax — but Texas has the Franchise Margin Tax). The 4.9% rate was set by SB1828 (2021) — the same legislation that implemented Arizona's 2.5% individual flat tax effective Jan 1 2023, the LOWEST NON-ZERO US state personal income tax rate. Single-sales-factor (SSF) apportionment is ELECTIVE under A.R.S. § 43-1138 — most multistate corps elect SSF (fully phased in 2017). Three-factor apportionment (sales + payroll + property) is the default. Materially favorable for AZ-based exporting manufacturers under SSF; less favorable for AZ-customer-facing operations with out-of-state payroll/property under SSF. NOL carryforward up to 20 years under A.R.S. § 43-1123. AMT not imposed. No estate tax, no inheritance tax. AZ DOES impose Transaction Privilege Tax (TPT) on the SELLER's gross receipts — distinct from corporate income tax (see TPT FAQ).

Arizona is one of only ~5 US states where corporate formation is handled by an independent constitutional COMMISSION rather than the Secretary of State (the others are Virginia (State Corporation Commission), New Mexico (partially), South Carolina (partially), and Oklahoma (partially)). The Arizona Corporation Commission (ACC) was established by Article 15 of the Arizona Constitution when AZ was admitted to statehood on February 14, 1912. It is one of only TWO ELECTED corporation commissions in the US — the other is New Mexico. The ACC is a 5-member elected body serving 4-year staggered terms with QUASI-LEGISLATIVE + QUASI-JUDICIAL + QUASI-EXECUTIVE authority over: (a) corporate and limited liability company formation, annual filings, and good-standing certificates; (b) public utility regulation (electric, water, telecommunications, natural gas); (c) securities regulation as Arizona's BLUE SKY regulator under the Arizona Securities Act (A.R.S. § 44-1801 et seq) — uniquely co-located with corporate formation, materially efficient for AZ-domiciled startups raising Reg D rounds; and (d) historically railroads. Filings are made online via eCorp at ecorp.azcc.gov. The Arizona Secretary of State handles separate functions: business name reservations + trademarks, notary commissions, election administration, lobbyist filings, statute publication, and the Arizona State Library. The split between ACC + Secretary of State traces to the 1912 framers' decision (influenced by Progressive Era anti-trust + utility-regulation concerns) to insulate corporate + utility + securities oversight from the political branches. Practical consequence: a new AZ corp's regulatory home is the ACC, not the SOS.

Under A.R.S. § 10-203, every newly-formed Arizona corporation must publish a notice of incorporation in a qualified newspaper of general circulation in the COUNTY OF THE KNOWN PLACE OF BUSINESS for THREE CONSECUTIVE PUBLICATIONS within 60 days of ACC approval. CRITICAL EXEMPTION: if the known place of business is in MARICOPA COUNTY (Phoenix metro — covers Phoenix, Scottsdale, Tempe, Mesa, Chandler, Glendale, Gilbert, Peoria, Surprise, Avondale, Goodyear, Buckeye) or PIMA COUNTY (Tucson metro — covers Tucson, Marana, Oro Valley, Sahuarita), the publication requirement is WAIVED because the ACC's eCorp database at ecorp.azcc.gov satisfies the public-notice function. The statutory waiver dates from 1996 amendments recognizing that internet publication achieves equivalent notice for the two largest metros (~85% of AZ population is in Maricopa + Pima combined). Publication IS required for the 13 non-exempt counties: Apache, Cochise, Coconino, Gila, Graham, Greenlee, La Paz, Mohave, Navajo, Pinal, Santa Cruz, Yavapai, Yuma. Cost typically $30–$120 depending on the specific newspaper — most counties have multiple qualified options. Approved newspaper list is maintained on the county clerk's website. Failure to publish does NOT void the corporation — the statute is directory, not mandatory — but creates statutory civil-liability exposure for the directors and officers under A.R.S. § 10-203(C). The publication requirement is a unique-in-US territorial holdover (only NY and NE have similar requirements remaining). Eleet AI handles publication coordination as part of formation when your known place of business is in a non-exempt county, with publication cost passed through at actual newspaper cost.

Arizona's Transaction Privilege Tax under A.R.S. § 42-5001 et seq is technically a tax on the PRIVILEGE of doing business in Arizona, levied on the SELLER (not the buyer, like a traditional sales tax) — though in practice the burden is universally passed through to customers. Material legal distinctions: (a) the SELLER is the taxpayer of record and files the return + remits the tax even if no explicit "sales tax" was collected from the customer; (b) TPT applies broadly to gross receipts from selling tangible personal property, leasing tangible personal property, and many SERVICES that would not be taxable under traditional sales-tax regimes; (c) TPT licensing is required for any seller-of-record under A.R.S. § 42-5005 — non-compliance is the #1 most-missed AZ corporate compliance gap for new operating corps. State TPT rate is 5.6% with significant municipal additions producing combined effective rates: Phoenix 8.6%, Tucson 8.7%, Scottsdale 8.05%, Mesa 8.3%, Chandler 7.8%, Tempe 8.1%, Glendale 9.2%, Yuma 8.412%, Flagstaff 9.181%, Sedona 9.85%. UNIQUE-IN-US PRIME CONTRACTING TPT: under A.R.S. § 42-5075, AZ taxes 65% of gross receipts on most CONSTRUCTION CONTRACTS at the state TPT rate (effective ~3.6% on contractor gross), plus city Speculative Builder Tax — material for AZ construction corps and a significant compliance trap relative to other states' construction-services exemptions. TPT returns filed monthly, quarterly, or annually depending on liability via the AZ Department of Revenue's AZTaxes portal. CITY TPT consolidated under "Municipal Tax Code Commission" model since 2017 reforms — single filing covers state + city for ~95% of AZ jurisdictions. Use Tax under A.R.S. § 42-5155 captures out-of-state purchases not subject to TPT.

Arizona is now the post-CHIPS-Act US semiconductor capital — no other state has attracted more leading-edge fab capital this decade. TSMC Arizona Fab 21 in Phoenix North Stonehaven received the LARGEST CHIPS Act direct-funding award in US history at $11.6 BILLION (April 2025 finalized — $6.6B direct funding + $5B loans), on top of TSMC's own committed $65 BILLION across three phases. Phase 1 (4nm production) began commercial wafer output Q4 2024. Phase 2 (3nm/2nm) is targeted 2028. Phase 3 (sub-2nm A16 process) was announced April 2024. Combined direct + supplier headcount targets approximately 6,000 TSMC employees + ~25,000 construction workers at peak. Intel Ocotillo (Chandler) Fabs 42/52/62 represent a combined $32B+ post-CHIPS expansion — Intel 18A leading-edge node primary US production. Microchip Technology (NASDAQ:MCHP) Chandler HQ, ON Semiconductor (NASDAQ:ON) Scottsdale HQ, NXP Semiconductors Chandler manufacturing. Combined Phoenix metro semiconductor capital deployment exceeds Albany NY (GlobalFoundries / IBM Albany NanoTech), Hillsboro OR (Intel D1X), Boise ID (Micron), and any other US metro. Materially relevant for any company forming as: (a) a fab supplier (Applied Materials, Lam Research, ASML, Tokyo Electron, KLA partners), (b) specialty chemicals + gases (Linde, Air Products, Versum, Entegris), (c) advanced packaging + ATE (Amkor Technology Tempe HQ, ChipMOS), (d) semiconductor IP / EDA (Synopsys, Cadence, ARM partners), (e) fab construction services (Sundt Construction, Hensel Phelps, Holder Construction), (f) cleanroom + facilities engineering, (g) AI/ML + power-management semiconductors targeting fab process control. Arizona Commerce Authority + Greater Phoenix Economic Council coordinate semiconductor relocations + expansions with significant tax credit + workforce training packages.

Arizona's constitutional Right-to-Work provision was added by VOTER INITIATIVE on November 5, 1946 (ratified December 5, 1946) — making Arizona one of the EARLIEST US Right-to-Work states, predating the federal Taft-Hartley Act (signed June 23, 1947) by approximately 7 months. Codified at Arizona Constitution Article 25 + A.R.S. § 23-1302 et seq. Substance: no person may be denied employment because of membership or non-membership in a labor organization; "closed shop" + "union shop" + "agency shop" agreements are unenforceable in AZ. Combined with AZ's open-shop tradition, this anchors AZ's competitive advantage for manufacturing, distribution, and back-office relocations away from union-dominated jurisdictions. Material for: TSMC Phoenix (no UAW analogue; semiconductor industry historically non-union in US), Intel Chandler (similarly non-union), Honeywell Aerospace Phoenix, Boeing Mesa Apache helicopter, Raytheon Tucson, Northrop Grumman Goodyear Global Hawk + Triton manufacturing. Other AZ employer compliance: AZ Civil Rights Act (A.R.S. § 41-1463) covers employers with 15+ employees, mirrors federal Title VII protected classes (race, color, religion, sex, national origin, age, disability) plus genetic information; LGBTQ+ status NOT a state-protected class as of 2025 — AZ Civil Rights Division has interpreted federal Bostock v. Clayton County (2020) but no separate state amendment. Minimum wage $14.70/hour 2025 (Prop 206 of 2016 + annual CPI adjustments under A.R.S. § 23-363) — among higher state minimums. Mandatory paid sick time under Prop 206 / A.R.S. § 23-371 — 1 hour per 30 worked, 24-40 hour/year cap depending on employer size. Workers' comp required for ANY employer with 1+ employee under A.R.S. § 23-961. AZ does NOT impose state-mandated paid family leave (no NJ-style PFL or CA-style PFL).

The Arizona Annual Report is $45 due on the ANNIVERSARY DATE of incorporation (NOT month-end like New Jersey/Massachusetts/Michigan, NOT a flat calendar date like Florida/Minnesota/Wyoming) under A.A.C. R14-2-103. Filed online via eCorp at ecorp.azcc.gov. The Annual Report MUST disclose: (a) corporation name + ACC entity number, (b) address of known place of business in AZ, (c) names + addresses of all OFFICERS AND DIRECTORS, (d) statutory agent (registered agent) name + AZ address, (e) character of business, (f) authorized + issued shares. Officer/director information is searchable on ACC public records — AZ does NOT permit anonymous-officer corporations (unlike Wyoming W.S. § 17-29-201, Nevada NRS Chapter 78, or New Mexico). Late filing: NO automatic late fee, but 6 months after due date the ACC issues NOTICE OF PENDING ADMINISTRATIVE DISSOLUTION. After 60 more days of non-filing, the corporation is ADMINISTRATIVELY DISSOLVED under A.R.S. § 10-1421. Effects of administrative dissolution: corporation may NOT carry on business except wind-up activities; loses Certificate of Good Standing (banks freeze accounts, contracts may be voided, foreign-qualifications elsewhere lapse); officers/directors continue to face personal liability for any post-dissolution business conduct. REINSTATEMENT available within 6 YEARS of dissolution under A.R.S. § 10-1422 — file all missed annual reports + $100 reinstatement fee + Application for Reinstatement + (if name was taken in interim) consent letter from current name-holder. After 6 years, name reservation lapses and any new entity may register the dissolved name. Calendar the Annual Report as a zero-tolerance compliance item — anniversary date is precise to the day under AZ practice.

Arizona's shareholder oppression remedy is provided under A.R.S. § 10-1430 — judicial dissolution available where directors or those in control of the corporation have acted, are acting, or will act in a manner that is ILLEGAL, OPPRESSIVE, or FRAUDULENT. § 10-1432 permits the corporation or non-petitioning shareholders to ELECT to PURCHASE the petitioner's shares at FAIR VALUE as an alternative to dissolution, provided at least 90% of the voting shares vote affirmatively for the buy-out election. CRITICAL DOCTRINAL DISTINCTION: AZ courts apply a NARROWER "oppression" standard than New Jersey and Michigan. The leading AZ case Slowiaczek v. Berkshire Bank (Arizona Court of Appeals Div. 1, 2002) established that AZ's standard requires more than mere defeat of the minority shareholder's reasonable expectations — courts look for actual misconduct, abuse of corporate position, freeze-out from corporate information, or other conduct that exceeds the normal bounds of majority decision-making. By contrast: New Jersey under N.J.S.A. § 14A:12-7 (per Brenner v. Berkowitz 134 N.J. 488 (1993) + Muellenberg v. Bikon Corp. 143 N.J. 168 (1996) + Musto v. Vidas 333 N.J. Super. 52 (2000)) interprets oppression broadly as defeating the reasonable expectations of the minority — including terminating minority-employee shareholders. Michigan under MCL § 450.1489 (per Estes v. Idea Engineering and Madugula v. Taub 706 N.W.2d 39) similarly applies a reasonable-expectations standard. Practical consequence: AZ closely-held corps face LESS minority-shareholder buy-out litigation exposure than NJ or MI corps, but more than DGCL Delaware corps (which essentially permit majority freeze-outs subject only to Weinberger v. UOP entire-fairness review). Prophylactic measures still recommended: shareholder agreements with drag-along + buy-sell + vesting + reserved-matters provisions to define reasonable expectations and reduce future oppression-claim exposure.

Arizona AUTOMATICALLY honors federal S-Corporation elections — file IRS Form 2553 with the federal IRS and Arizona automatically treats the corporation as an AZ S-Corp for tax purposes. No separate AZ S-election required (unlike pre-2022 New Jersey, which has been a nationwide outlier). AZ S-Corps file Form 120S (Arizona S Corporation Income Tax Return) annually, but the entity itself does NOT pay AZ corporate income tax — operating income, deductions, gains, and losses pass through to shareholders proportionally and are reported on individual AZ Form 140 personal returns. AZ INDIVIDUAL TAX RATE IS 2.5% FLAT under A.R.S. § 43-1011 (effective Jan 1 2023 per SB1828) — the LOWEST NON-ZERO US state personal income tax rate. Only states with NO personal income tax beat AZ for S-Corp pass-through tax efficiency: Alaska, Florida, Nevada, South Dakota, Tennessee, Texas, Washington, Wyoming, plus New Hampshire (no wage/salary tax). Combined federal 21% + AZ 2.5% gives AZ S-Corp owners an EFFECTIVE federal+state rate among the lowest in the US for active-business shareholders, materially below CA (37% + 13.3% = 50.3% top), NY (37% + 10.9% = 47.9% top + NYC 3.876%), NJ (37% + 10.75% = 47.75%), or IL (37% + 4.95% = 41.95%). PTE-Tax election available under A.R.S. § 43-1014 (the AZ "Pass-Through Entity" tax) to bypass the federal $10K SALT cap — pay state tax at the entity level (deductible federally), with shareholders receiving a corresponding state credit. AZ LLCs taxed as partnerships by default; LLCs electing federal S-Corp treatment (LLC + Form 2553) get the same 2.5% individual flat-tax pass-through treatment.

Arizona has one of the densest US defense and aerospace concentrations — particularly anchored by Tucson as the US MISSILE CAPITAL. Raytheon Missiles & Defense Tucson (post-2020 RTX merger of Raytheon Technologies + United Technologies Corp — RTX NYSE:RTX F500 #57) employs ~14,000 in Tucson, the LARGEST SINGLE-SITE US MISSILE PRODUCTION FACILITY by output and headcount. Tucson is primary mfg for: Tomahawk Land Attack Cruise Missile (BGM-109), Standard Missile family SM-2 / SM-3 (ballistic missile defense interceptor) / SM-6, AMRAAM AIM-120 (medium-range air-to-air), AIM-9X Block II Sidewinder (short-range air-to-air), Stinger FIM-92 (man-portable AA), Javelin FGM-148 (anti-tank), JSOW AGM-154 (Joint Standoff Weapon), AGM-65 Maverick (air-to-ground), Patriot PAC-3 components (with Lockheed Martin), Excalibur (155mm precision artillery). Approximately $25B annual missile-segment revenue. Other AZ defense + aerospace: LUKE AIR FORCE BASE (Glendale, ~7,000 personnel — F-35 Lightning II training PRIMARY US HUB for international + US partners including Japan ASDF, Royal Australian Air Force, Republic of Korea Air Force, Italy, Norway, Netherlands, Israel — over 30 nations have F-35 training rotations through Luke). DAVIS-MONTHAN AIR FORCE BASE (Tucson, ~10,000 personnel — 309th Aerospace Maintenance and Regeneration Group AMARG "BONEYARD" with ~4,400 stored aircraft (largest such facility in the world), A-10 Thunderbolt II / Warthog primary training base, EC-130H Compass Call electronic warfare). YUMA PROVING GROUND (~2,500 civilian + military, US Army desert + extreme environment testing — primary US site for tank ammunition + artillery shell + precision-guided munitions terminal-environment validation, immigration enforcement coordination). FORT HUACHUCA (~10,000 personnel near Sierra Vista — US Army Intelligence Center of Excellence + NETCOM Network Enterprise Technology Command + JITC Joint Interoperability Test Command + 111th MI Brigade Military Intelligence training). MARINE CORPS AIR STATION YUMA (~5,000 — F-35B Lightning II Marine variant primary base + AV-8B Harrier + CH-53). Other AZ defense corps: Boeing Mesa (AH-64E Apache Guardian primary production line, ~3,000 employees), Northrop Grumman Goodyear (Global Hawk RQ-4 + Triton MQ-4C unmanned aerial systems mfg), Lockheed Martin Glendale (regional engineering), General Dynamics Mission Systems Scottsdale (C4I + secure comms), BAE Systems Phoenix, L3Harris Phoenix Avionics, Honeywell Aerospace Phoenix HQ (~10,000 AZ employees, auxiliary power units + propulsion + cockpit systems). Material relocation/expansion magnet for cleared-defense + ITAR-controlled-tech corps.

Form elsewhere if any of these apply. (1) VC-BOUND STARTUPS: Most US VCs still expect DGCL term sheets for priced-equity rounds — the NVCA Model Term Sheet, YC SAFE + post-money SAFE, and Series Seed templates assume Delaware. Even AZ semiconductor + aerospace startups typically form Delaware day-one and foreign-qualify to AZ at $150 (foreign profit corp filing fee under A.R.S. § 10-1503) + $45/yr Annual Report. (2) ANONYMOUS HOLDING COMPANIES: Arizona's Annual Report requires officer + director disclosure on ACC public records under A.A.C. R14-2-103 — searchable at ecorp.azcc.gov. Form Wyoming (W.S. § 17-29-201 anonymous + $60/yr license tax) or New Mexico ($50 form + $0 annual report + anonymous allowed). (3) PURE NO-INCOME-TAX SEEKERS: AZ's 4.9% corporate flat rate is among the lowest non-zero rates in the US, but if your sole criterion is zero state income tax, go to Wyoming, Nevada, South Dakota, Texas, Florida, or Washington. (4) PRE-REVENUE EXTREME COST OPTIMIZERS: AZ's $60 form + $45 annual = $105 first-year + $45/yr is among the lowest US carrying costs, but Mississippi is $50 form + $25 annual = $75/yr and New Mexico is $50 lifetime (no annual fee). (5) CORPS OPERATING IN NON-MARICOPA / NON-PIMA AZ COUNTIES IF PUBLICATION COST IS A CONCERN: the publication requirement adds $30–$120 to formation cost in 13 of 15 AZ counties. AZ IS the right answer when: (a) you're forming as a fab supplier or other AZ-headquartered semiconductor corp (TSMC ecosystem, Intel ecosystem, Microchip, ON Semi, Amkor — fastest-growing US semiconductor metro); (b) you're an AZ-based aerospace + defense corp (Raytheon Tucson missile cluster, Honeywell Aerospace Phoenix, Boeing Mesa Apache, Northrop Grumman Goodyear Global Hawk + Triton); (c) you're an AZ-resident operating + consulting + service corp seeking the lowest-non-zero individual + corporate tax stack in the US (4.9% corporate + 2.5% individual flat = best after the no-income-tax states); (d) you're a construction or real-estate corp in Phoenix metro (one of the fastest-growing US housing markets, anti-deficiency mortgage statutes for residential); (e) you're an AZ mining + minerals corp (#1 US copper-producing state with Freeport-McMoRan + Asarco + Resolution Copper); (f) you're relocating a corp from CA / IL / NY / NJ for Right-to-Work + low tax + business climate (AZ has been the #1 destination for CA + IL + NY + NJ corporate-resident migration since 2020).