Fill and Sign the Professional Corporation Package for Arizona Arizona Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF ARIZONA PROFESSIONAL CORPORATION PACKAGE Control Number: AZ-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Selections from Statutes 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL CORPORATION PACKAGE STATE OF ARIZONA Electronic Version Statutory References ARIZONA REVISED STATUTES – Title 10: Corporations & Associations http://www.azleg.state.az.us/ArizonaRevisedStatutes.asp?Title=10 See, Chapter 20: Professional Corporations ARIZONA REVISED STATUTES – Title 32: Professions & Occupations http://www.azleg.state.az.us/ArizonaRevisedStatutes.asp?Title=32 Selections from Statutes You should review the following selections from selected statutes of Title 10, Chapter 20: Professional Corporations. Some statutes, or parts of statutes, are omitted below. We provide these selections to you for your convenience, as we feel they may be of interest and instructional value to you as you use this package. You should review the entirety of Chapter 20 at the link above, and all statutes referenced therein. 10-2201. Definitions In this chapter, unless the context otherwise requires: 1. "Disqualified person" means an individual or entity that is not or ceases to be a qualified person. 2. "Foreign professional corporation" means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this state. 3. "License" or "licensed" means any license, authorization, certificate, registration, certificate of registration, membership or other evidence of the satisfaction of the requirements of this state for the practice of a professional service. 4. "Licensing authority" means the officer, board, agency, court or other authority in this state empowered by law to license or otherwise authorize the rendition of a professional service. 5. "Professional corporation" or "domestic professional corporation" means a corporation for profit that is not a foreign professional corporation and that is incorporated under or subject to this chapter. 6. "Professional service" means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service. 7. "Qualified person" means a person that is eligible under this chapter to be issued shares by a professional corporation. 8. "Voting shares" means shares entitled to vote for election of directors of the professional corporation. 10-2202. Application of Arizona business corporation act Chapters 1 through 17 of this title apply to professional corporations, both domestic and foreign, to the extent they are not inconsistent with the express provisions of this chapter. 10-2210. Election of professional corporation status A. One or more persons may incorporate a professional corporation by delivering to the commission for filing a certificate of disclosure that contains the information set forth in section 10-202, subsection D and is subject to the requirements of section 10-202, subsection F and articles of incorporation that state, with respect to the character of its business: 1. It is a professional corporation. 2. Its purpose is to render the specified professional services. B. A corporation incorporated under a general law of this state other than this chapter may elect professional corporation status by amending its articles of incorporation to comply with subsection A of this section and section 10-2215. 10-2211. Purposes A. Except to the extent authorized by subsection B of this section or the other provisions of this chapter, a corporation may elect professional corporation status under section 10-2210 solely for the purpose of rendering professional services, including services ancillary to them, and solely within a single profession. B. A corporation may elect professional corporation status under section 10-2210 for the purpose of rendering professional services within two or more categories of professional service, and for the purpose of engaging in any lawful business authorized by section 10-301, unless the combination of professional purposes or of professional and business purposes is expressly prohibited by a licensing law of this state applicable to one or more of the professions in the combination or by a licensing authority with jurisdiction over one or more of the professions in the combination. 10-2212. General powers A. Except as provided in subsection B of this section, a professional corporation has the powers enumerated in section 10-302. B. A professional corporation may be a general partner of a partnership, a trustee of a trust, a co- venturer of a joint venture or a manager of a limited liability company or any other entity, only if the partnership, trust, joint venture, limited liability company or other entity is engaged solely in rendering professional services or in carrying on business authorized by the professional corporation's articles of incorporation. 10-2213. Rendering professional services; applicability A. A domestic or foreign professional corporation may render professional services in this state only through individuals licensed in this state to render the services. … 10-2214. Prohibited activities; authorized investments A. A professional corporation may not render any professional service or engage in any business other than the professional service, including services ancillary to the professional service, and the business authorized by its articles of incorporation, except to the extent that the other service or business is incidental to or an inconsequential portion of the authorized service or business of that corporation. B. A professional corporation may invest its monies in or otherwise own real estate, mortgages, stocks, bonds, partnership interests, limited liability company memberships, securities or any other type of investment or property. 10-2215. Corporation name A. The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this state, in addition to satisfying the requirements of sections 10-401 and 10-1506, shall: 1. Contain the words "professional corporation", "professional association", "service corporation", "limited" or "chartered" or the abbreviation "P.C.", "P.A.", "S.C.", "Ltd." or "Chtd." 2. Not contain language stating or implying that it is incorporated for a purpose other than that authorized by section 10-2211 and its articles of incorporation. 3. Conform with any rule adopted by the licensing authority having jurisdiction over a professional service described in the corporation's articles of incorporation. B. Sections 10-401 and 10-1506 do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a shareholder or former shareholder of the domestic or foreign professional corporation or the name of an individual who was associated with a predecessor of the corporation. 10-2220. Issuance of shares A. A professional corporation may issue voting shares, fractional voting shares and rights or options to purchase voting shares only to: 1. Individuals who are licensed by law in this or another state to render a professional service described in the corporation's articles of incorporation. 2. General partnerships, registered limited liability partnerships and other partnerships and joint ventures, domestic or foreign, in which all of the partners are qualified persons with respect to the professional corporation and in which at least one partner is authorized by law in this state to render a professional service described in the corporation's articles of incorporation. 3. Professional corporations, professional limited liability companies and other persons, domestic or foreign, authorized by law in this state to render a professional service described in the corporation's articles of incorporation. 4. Other persons, if after the issuance of voting shares the other persons in the aggregate do not hold more than forty-nine per cent of the voting shares, unless a greater or lesser percentage is prescribed by the licensing authority. … B. The following are not violations of subsection A, paragraph 1 of this section: 1. Any community interest of an unlicensed spouse in the voting shares issued to a licensed spouse in which the unlicensed spouse with a community interest in the voting shares does not have the right to vote the shares. 2. Issuance of voting shares to a trust established for the benefit of the licensed individual or members of the licensed individual's immediate family in which the licensed individual has the right to vote the shares and the trust and the members of the licensed individual's immediate family do not have the right to vote the shares. C. Subsection B of this section does not prohibit an issuance to an unlicensed spouse or to a trust in accordance with subsection A, paragraph 4 of this section or section 10-2231, subsection B. D. An issuance made in violation of subsection A of this section is void. 10-2222. Share transfer restriction A. Voting shares, fractional voting shares and rights or options to purchase voting shares of a professional corporation that are held by persons described in section 10-2220, subsection A, paragraphs 1, 2 and 3 may be transferred or pledged, whether voluntarily, involuntarily, by operation of law or by court judgment or otherwise, only to those persons. Voting shares, fractional voting shares and rights or options to purchase voting shares of a professional corporation that are held by persons described in section 10-2220, subsection A, paragraph 4 may be transferred or pledged, whether voluntarily, involuntarily, by operation of law or by court judgment or otherwise, only to persons qualified under section 10-2220 to be issued voting shares. B. A transfer or pledge made in violation of subsection A of this section is void. 10-2223. Compulsory acquisition of shares after death, dissolution or disqualification of shareholder A. Except as provided in subsection C of this section, and unless the shares are otherwise acquired by a qualified person within the applicable time period specified in section 10-2227, a professional corporation shall acquire the voting shares of its shareholder within the applicable time period if any of the following occurs: 1. The shareholder dies or dissolves and any person to whom the shares are to devolve is not a person to whom section 10-2222 permits the shares to be transferred. 2. The shareholder becomes a disqualified person. B. The price shall be as follows: 1. If a price for the shares is fixed in accordance with the articles of incorporation or bylaws or by private agreement, that price controls and sections 10-2224, 10-2225 and 10-2226 are inapplicable. 2. If a price is not fixed, in accordance with the articles of incorporation or bylaws or by private agreement, the corporation shall offer to acquire the shares in accordance with section 10-2224, and if the disqualified shareholder rejects the corporation's purchase offer, either the shareholder or the corporation may commence a proceeding under section 10-2225 to determine the fair value of the shares. C. This section does not require the acquisition of shares if the disqualification of the shareholder or the transferee lasts no more than five months from the date the disqualification or transfer occurs. D. This section and section 10-2224 do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law. E. A provision for the acquisition of shares contained in a professional corporation's articles of incorporation or bylaws or in a private agreement is specifically enforceable. … 10-2230. Directors and officers At least one-half of the directors of a professional corporation and its president, if any, shall be licensed in this or another state to render a professional service described in the corporation's articles of incorporation. … 10-2232. Professional relationship Nothing in this chapter shall be construed to alter any law applicable to the relationship between persons furnishing and receiving professional service. 10-2233. Privileged communications Nothing in this chapter shall be construed to alter any privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under any applicable law. … 10-2234. Responsibility for professional services A shareholder of a professional corporation is personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by the shareholder or by any person under the shareholder's direct supervision and control while rendering professional services on behalf of the professional corporation to the person for whom the professional services are rendered. The liability of a shareholder of the professional corporation is several only, and a shareholder is not vicariously responsible for the liability of another shareholder. … * * * CONTACT THE ARIZONA BOARD OR OTHER GOVERNING ENTITY PRIOR TO MAILING YOUR ARTICLES OF INCORPORATION TO ENSURE YOU ARE IN COMPLIANCE WITH ALL LICENSING, CERTIFICATE OF AUTHORITY , AND OTHER REQUIREMENTS. * * * Forms List The following forms are available for download with this package.  AZ-NAMERESV: Application for Reservation of Entity Name  AZ-00INCP: Articles of Incorporation, including Docketing Statement  AZ-PC-TL: Sample Transmittal Letter  AZ-PC-OM: Sample Organizational Minutes  AZ-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  AZ-PC-AM : Sample Annual Minutes  AZ-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of Arizona is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Arizona Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1: Reserve a company name. See FORM: AZ-NAMERESV APPLICATION FOR NAME RESERVATION Step 2: File Articles of Incorporation See FORM: AZ-00INCP ARTICLES OF INCORPORATION, CERTIFICATE OF DISCLOSURE AND SUBMISSION COVERSHEET A sample cover letter is included in this package. See FORM: AZ-PC-TL SAMPLE COVER LETTER Step 3: Publication Upon return of the Articles of Incorporation you must publish a copy of the Articles of Incorporation in a newspaper of general circulation in the county of the known place of business in Arizona, for three (3) consecutive publications. Do not publish until documents have been approved and returned to you. An affidavit evidencing the publication must be filed with the commission within ninety days after filing the articles of incorporation. Step 4: Upon return of the Articles of Incorporation, make the requisite publication and conduct an Initial Meeting at which time directors and officers are elected, by- laws are adopted, and other action is taken. See FORM: AZ-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: AZ-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form US-IRS- SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: AZ-PC-AM General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: AZ-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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