PHOENIX OFFICE TUCSON OFFICE 1300 West Washington Phoenix, Arizona 85007-2929 Phone: (602) 542-3026 Toll Free (AZ only): 1-800-345-5819 400 West Congress, Suite #221 Tucson, Arizona 85701-1347 Phone: (520) 628-6560 Toll Free (AZ only): 1-800-345-5819 www.azcc.gov ARIZONA CORPORATION COMMISSION CORPORATIONS DIVISION www.azcc.gov FILING INSTRUCTIONS FOREIGN NONPROFIT CORPORATION Pursuant to A.R.S. § 10-11501, et seq. Cover Sheet Attach a completed cover sheet to the filing. Corporation Name Check name for availability using our web site at www.azcc.gov/divisions/corporations/filings/namingpolicy.asp. If applicable, attach copy of Trade Name Certificate. If applicable, attach a resolution adopting the fictitious name. The resolution must be approved by the board of directors and signed by the secretary. Certificate of Disclosure Complete a certificate of disclosure and attach required information if necessary. Affix signature(s) of duly authorized officer. The certificate must be signed within thirty (30) days of delivery to the Commission. Application for Authority Indicate exact corporation name. Use appropriate name ending such as: (“corporation,” “association,” “company,” “limited,” “incorporated”). Incorrect name ending will delay approval of your Application. Indicate fictitious name adopted for use in Arizona, if the exact name is not available. Indicate the state, province or country in which the corporation is incorporated. Indicate the date of incorporation and the duration. Indicate the address of the principal office in the state, province or country of incorporation. Indicate the name and street address of the statutory agent in Arizona. If statutory agent has a P.O. Box, then they must also provide a physical street address or location. Indicate the street address of the known place of business in Arizona. This address may be in care of the statutory agent. If applicable, indicate the limitations of purpose. Indicate the name(s) and business addresses of the current directors and officers. Briefly indicate the business the corporation plans to conduct. Indicate whether the corporation has or does not have members. Affix signature of statutory agent (acknowledge acceptance). Fees Attach check for the filing fee of $175.00. Expedited service is available for an additional $35.00. Make check payable to the Arizona Corporation Commission. Copies Attach a certified copy of the Articles of Incorporation and any amendments to the Articles. Attach a Certificate of Existence or Good Standing, authenticated within 60 days of its delivery to the Commission by the official having custody of the records in the state, province or country of incorporation. CF:0060 Rev: 11/2008 Page 1 of 4 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkflow.com Publication Within 60 days after the Commission has approved the filing, you must publish 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 THE COMMISSION APPROVES THE FILING. A list of acceptable newspapers in each county will accompany the approval letter and is posted on the Commission web site at: www.azcc.gov/Divisions/Corporations. The corporation may be subject to having its authority to conduct affairs revoked if it fails to publish. Filing an affidavit of publication is not necessary. NOTES FOR THE FUTURE: Annual Report The corporation is required to file an Annual Report with the Commission each year, on the anniversary of the date of incorporation. You may receive a reminder notice to file your annual report, but even if you don’t, it is still your responsibility to file the Annual Report on time. You have three choices of how to file your Annual Report: Option 1: File electronically, online at our website at http://starpas.azcc.gov . Option 2: Print and mail your Annual Report (download the form from our website). Option 3: Request that the Annual Report form be mailed or faxed to you. Email a request to ARRequest@azcc.gov or by calling (602) 542-3285. Failure to file the Annual Report may subject the corporation to having its authority to conduct affairs revoked. Amendments to Articles of Incorporation or Mergers The corporation must deliver to the Commission a certified copy of any amendments or restatements to its articles of incorporation – this includes merger documents, change of domicile, or any other change affecting the articles of incorporation – within 60 days of the effective date of the change. Failure to provide the copy will result in the assessment of a penalty of $100, pursuant to A.R.S. § 10-3122(D). Address Changes Corporations must notify the Commission within 60 days, in writing, if they change their corporate address, statutory agent, or the address for the statutory agent. Corporate address and statutory agent change orders must be signed by a duly authorized corporate officer. An order changing only the address for the statutory agent can be signed by either a duly authorized corporate officer or by the statutory agent, or both. Address changes submitted to the U.S. Postal Service are not sufficient – the change must be filed with the Commission. Web Site A Corporation may view its records on the commission’s web site: www.azcc.gov/Divisions/Corporations. Corporation Statutes The laws concerning corporations are found in the Arizona Revised Statutes, Title 10, and are accessible through our website at the following link: www.azleg.gov. CF:0060 Rev: 09/2008 Page 2 of 4 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkflow.com DO NOT PUBLISH THIS SECTION 1. If you are the holder or assignee of a trade name, attach a copy of the trade name certificate. If your name is not available for use in Arizona, you must adopt a fictitious name and provide a resolution adopting the name, which must be certified by a duly-authorized officer of the corporation. APPLICATION FOR AUTHORITY TO CONDUCT AFFAIRS IN ARIZONA Pursuant to A.R.S. §§10-11503 The name of the corporation is: ____________________________________________. A(n) _________________________________Nonprofit Corporation. (State, Province or Country) X 1. We are a foreign corporation applying for authority to conduct affairs in the state of Arizona. The exact name of the foreign corporation is: ____________________________________________________________________________. If the exact name of the foreign corporation is not available for use in this state, then the fictitious name adopted for use by the corporation in Arizona is: (FN). 2. The name of the state, province or country in which the foreign corporation is Incorporated is: _______________________________________________________________. 3. You must provide the period of duration in years (the number of years the corporation will exist), or state the duration is perpetual. Do not leave blank or state not applicable. 3. The foreign corporation was incorporated on the ____ day of _______________, ______ and the period of its duration is: ______________________________. 4. The street address of the principal office of the foreign corporation in the state, province or country of its incorporation is: ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ 5. The statutory agent must provide a street address. If statutory agent has P.O. Box, then they must also provide a physical or street address/location. 5. The name and street address of the statutory agent for the foreign corporation in Arizona is: ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ 5.a. The street address of the known place of business of the foreign corporation in Arizona IF DIFFERENT from the street address of the statutory agent is: ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ 5.b. Indicate to which address the Annual Report should be mailed. CF:0060 Rev: 09/2008 5.b. The Annual Report and general correspondence should be mailed to the address specified above in section 4 or 5a Page 3 of 4 . Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkflow.com DO NOT PUBLISH THIS SECTION 6. If the purpose of your corporation has any limitations, so indicate. If none, state no limitations, or leave blank. 6. __________________________________________________________________________ 7. 8. The Application The names and usual business addresses of the current directors and officers of the foreign corporation are: (Attach additional sheets if necessary.) Name: must indicate if the corporation does or does not have members. , [title] Address: _________________________________________________________ City, State, Zip_____________________________________________________ Name: The Application must be accompanied by the following: 1A Certificate of Disclosure, executed by a duly-authorized officer and dated within 30 days of its delivery to the Commission. 2A certified copy of your articles of incorporation, all amendments and mergers (AZ Const. Art. XIV, §8) and a certificate of existence or document of similar import duly authenticated (within 60 days) by the official having custody of corporate records in the state, province or country under whose laws the corporation is incorporated. The purpose of the corporation is to engage in any and all lawful affairs in which corporations may engage in the state, province or country under whose law the foreign corporation is incorporated, with the following limitations if any: ___________________________________ , [title] Address: _________________________________________________________ City, State, Zip_____________________________________________________ Name: , [title] Address: _________________________________________________________ City, State, Zip_____________________________________________________ 8. (Check One) The corporation does have does not have members. 9. The character of business the foreign corporation initially intends to conduct in Arizona is: ________________________________________________________________________ Dated this ________ day of ______________________, ______. Executed by_______________________________________________________ [Duly Authorized Officer or Director] __________________________________ [print name] ____________________________ [title] PHONE ___________________________ [optional] FAX ________________________ [optional] ACCEPTANCE OF APPOINTMENT BY STATUTORY AGENT The agent must consent to the appointment by executing the consent The undersigned hereby acknowledges and accepts the appointment as statutory agent of this corporation effective this day of ____________________________________ [Signature] , . ____________________________________ [Print Name] _____________________________________________________________________________ [If signing on behalf of a company serving as statutory agent, print company name here] CF:0060 Rev: 09/2008 Page 4 of 4 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkflow.com