1300 W. Washington St. Phoenix, AZ 85007-2929 Phone: 602-542-3026 Toll free (within AZ only): 1-800-345-5819 www.azcc.gov ARIZONA CORPORATION COMMISSION CORPORATIONS DIVISION GENERAL FILING INSTRUCTIONS FOR DOMESTIC BUSINESS CORPORATIONS Pursuant to A.R.S. §10-202 Cover Sheet  Attach a completed cover sheet to the filing. Corporation Name   Check name for availability by using our website at: www.azcc.gov/divisions/corporations/filings/namingpolicy.asp. If applicable, attach copy of Tradename Certificate. Certificate of Disclosure    Check box A or B. If B, attach required information. Check part C, Yes or No. If yes, attach required information. Affix signature(s) of all incorporators. Must be dated within 30 days of delivery to the Commission. Articles of Incorporation      Indicate the proposed name of the corporation Use appropriate name ending such as (“corporation,” association,” “company,” “limited,” “incorporated”, “Inc”). Incorrect name ending will delay approval of your application. Indicate initial business / affairs. Indicate number of shares of stock the corporation will be authorized to issue, series, class and preference, if any. This number must be greater than zero. Indicate the street address of the known place of business in Arizona. The address may be in care of the statutory agent. If the known place of business will be the same as the statutory agent’s street address, write “same as statutory agent”. DO NOT LEAVE BLANK.      CF: 0042 Rev. 06/2010 Indicate the name and address of the statutory agent. The statutory agent must provide a physical address. If the statutory agent has a P.O. Box, then they must also provide a physical street address/location. Indicate the name(s) and address (es) of the initial board of directors (Minimum of one). Indicate the name(s) and address (es) of the incorporators (Minimum of one). Affix signatures of all incorporators. Affix signature of statutory agent (acknowledge acceptance). Page 1 of 5 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com Fees  Attach a check for the filing fee of $60.00 (U.S.) Expedited service is available for an additional $35.00. Make check payable to the Arizona Corporation Commission. Publication  PUBLICATION is required. Within 60 days after the Commission files (approves) the Articles of Incorporation, you must publish a copy of the document in a newspaper of general circulation in the county of the known place of business in Arizona for three consecutive publications. Do not publish until the document has been approved and filed by the Commission. A list of qualified newspapers will be enclosed with your approval letter and is also available on the Commission website, www.azcc.gov/divisions/corporations. You may file the Affidavit of Publication you will receive from the newspaper, but filing it is not mandatory. The entity may be subject to administrative dissolution if it fails to publish. NOTES FOR THE FUTURE: Annual Report The corporation is required to file an Annual Report with the Commission each year. You will not receive any reminder notices. It is the corporation’s sole responsibility to file the Annual Report by the due date each year. You have three options to file your Annual Report: Option 1: File electronically online at http://starpas.azcc.gov . Option 2: Print & Mail the Annual Report (download the form from our website). Option 3: Request that the Annual Report be mailed or faxed to you. Email a request to ARRequest@azcc.gov or call (602) 542-3285. Failure to file the Annual Report may subject the corporation to administrative dissolution. 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. A statutory agent of record may resign by executing a statement of resignation and submitting a fee of $10.00. A newly-appointed statutory agent must sign a consent or acceptance agreeing to the appointment in order to replace an existing agent. Website A Corporation may view its records on the Commission’s website: www.azcc.gov/Divisions/Corporations. Corporation Statutes The laws concerning corporations are found in the Arizona Revised Statutes, Title 10, and are accessible through the following link: www.azleg.gov. CF: 0042 Rev. 06/2010 Page 2 of 5 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com DO NOT PUBLISH THIS SECTION ARTICLE I The corporate name must contain a corporate ending which may be “corporation,” “association,” “company,” “limited,” “incorporated” or an abbreviation of any of these words. If you are the holder or assignee of a tradename, attach tradename certificate. ARTICLE 2 The name cannot imply that the corporation is organized for any purpose other than the initial business indicated in this article. ARTICLES OF INCORPORATION OF Pursuant to A.R.S. §10-202 (An Arizona Business Corporation) 1. Name: The name of the Corporation is: _______________________________________________________________________ 2. Initial Business: The Corporation initially intends to conduct the business of: _______________________________________________________________________ _______________________________________________________________________ 3. Authorized Capital: The Corporation shall have authority to issue ____________ shares of Common Stock. ARTICLE 3 The total number of authorized shares cannot be blank or “Not Applicable.” The number of authorized shares must be greater than zero. 4. Known Place of Business: (In Arizona) The street address of the known place of business of the Corporation is: _______________________________________________________________________ _______________________________________________________________________ ARTICLE 4 May be in care of the statutory agent. ARTICLE 5 The agent must provide a physical address. If the statutory agent has a P.O. Box, then they must also provide a physical description of their street address/location. The agent must sign the Articles or provide a consent to acceptance of the appointment. CF: 0042 Rev. 06/2010 _______________________________________________________________________ 5. Statutory Agent: (In Arizona) The name and address of the statutory agent of the Corporation is: _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ Page 3 of 5 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com DO NOT PUBLISH THIS SECTION 6. Board of Directors: ARTICLE 6 A minimum of 1 director is required. The initial board of directors shall consist of ______ director(s). The name(s) and address(es) of the person(s) who is(are) to serve as the director(s) until the first annual meeting of shareholders or until his(her)(their) successor(s) is(are) elected and qualifies is(are): Name: ________________________ Name: ___________________________ Address: ______________________ Address: _________________________ City, State, Zip: _________________ City, State, Zip: ____________________ Name: ________________________ Name: ___________________________ Address: ______________________ Address: _________________________ City, State, Zip: _________________ City, State, Zip: ____________________ The number of persons to serve on the board of directors thereafter shall be fixed by the Bylaws. ARTICLE 7 A minimum of 1 incorporator is required. All incorporators must sign both the Articles of Incorporation and the Certificate of Disclosure. 7. Incorporators: The name(s) and address(es) of the incorporator(s) is (are): Name: ________________________ Name: ___________________________ Address: ______________________ Address: _________________________ City, State, Zip: _________________ City, State, Zip: ____________________ All powers, duties and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission. 8. Indemnification of Officers, Directors, Employees and Agents: The Corporation shall indemnify any person who incurs expenses or liabilities by reason of the fact he or she is or was an officer, director, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law. 9. Limitation of Liability: To the fullest extent permitted by the Arizona Revised Statutes, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for any action taken or any failure to take any action as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director of the Corporation occurring prior to such repeal, amendment or modification. CF: 0042 Rev. 06/2010 Page 4 of 5 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com DO NOT PUBLISH THIS SECTION Executed this ________ day of __________________, _________ by all of the incorporators. Signed:___________________________ ________________________________ ___________________________ Print Name Here ________________________________ Print Name Here PHONE ___________________________________ Phone and fax numbers are optional The agent must consent to the appointment by executing the consent. FAX ______________________________________ Acceptance of Appointment By Statutory Agent The undersigned hereby acknowledges and accepts the appointment as statutory agent of the above-named corporation effective This __________ day of _________________________, _________. The Articles must be accompanied by a Certificate of Disclosure, executed within 30 days of delivery to the Commission, by all incorporators. CF: 0042 Rev. 06/2010 _______________________________________ Signature _______________________________________ Print Name Here _______________________________________ [If signing on behalf of a company serving as statutory agent, print company name here] Page 5 of 5 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com