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 GENERAL FILING INSTRUCTIONS FOR NONPROFIT ARTICLES OF INCORPORATION Pursuant to A.R.S. §10-3202 THIS SAMPLE SET OF NONPROFIT ARTICLES OF INCORPORATION HAS BEEN PREPARED IN AN EFFORT TO OFFER GUIDANCE IN THE PREPARATION OF YOUR ARTICLES OF INCORPORATION. ONE SET IS INTENDED FOR CORPORATIONS THAT PROPOSE TAX EXEMPT STATUS AND THE OTHER FOR CORPORATIONS THAT WILL BE SUBJECT TO TAXATION. PLEASE BE ADVISED, HOWEVER, THAT THESE SAMPLES REFLECT ONLY THE MINIMUM PROVISIONS REQUIRED BY LAW. YOU SHOULD SEEK PRIVATE LEGAL COUNSEL FOR THOSE MATTERS WHICH PERTAIN TO THE INDIVIDUAL NEEDS OF YOUR CORPORATION. Please do not forget to include a properly executed certificate of disclosure and the necessary filing fees. CHARACTER OF AFFAIRS - State briefly the character of affairs which the corporation initially intends to conduct in this state. Such statement shall not limit the character of affairs which the corporation ultimately conducts. See A.R.S. §10-3202. ARTICLE 2 (TAX EXEMPT) - The Internal Revenue Code places certain restrictions upon the purpose of a tax exempt non profit corporation. Please refer to Federal Publication #557, which is available at your local IRS office or on-line at: www.irs.gov before completing this article. ARTICLE 4 (TAX EXEMPT) - This article is included for the purpose of obtaining tax-exempt status with the Internal Revenue Service. If the corporation intends to apply for tax-exempt status under Federal Law, you will need to cite the specific Section of the Internal Revenue Code, as amended, under which your corporation plans to organize. For further information please refer to Federal Publication #557 which is available at your local IRS office or on-line. ARTICLE 5 (TAX EXEMPT) - Insert applicable Section number of the IRS Code. (See instruction for Article 4.) ARTICLE 11 (TAX EXEMPT) - Check the box for this Article only if, depending upon the proposed purpose of your corporation, a non discrimination provision is required. Please refer to Federal Publication #557, before making a determination. INDEMNIFICATION - This provision is not mandatory. Please refer to A.R.S. §10-3851. 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 description of their street address/location. * * SPECIAL NOTES * * 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. If you are intending to incorporate as a 501(c)(3) organization, your Articles of Incorporation must satisfy the requirements of the Organizational Test as provided in the INTERNAL REVENUE SERVICE Publication 557. For information regarding Tax Exempt Status for any proposed nonprofit organization, please contact the I.R.S. office in your community. You may include any other provision consistent with law which the incorporators elect to set forth. (A.R.S. §103202(B)(3)) It is not necessary to state in your articles of incorporation any of the corporate powers already enumerated in the Nonprofit Code. (A.R.S. § 10-3202(C)(3)). PLEASE MAKE SURE YOUR ARTICLES ARE PROPERLY EXECUTED AND DATED. CF:0041 - Tax-Exempt for Non profits Rev:09/2009 Page 1 of 4 Arizona Corporation Commission Corporations Division American LegalNet, Inc. www.FormsWorkFlow.com DO NOT PUBLISH THIS SECTION ARTICLE 1 If you are the holder or assignee of a tradename, attach a copy of the tradename certificate. ARTICLES 2 The Internal Revenue Code places certain restrictions upon the purpose of a tax exempt non profit corporation. Please refer to Federal Publication #557. Before completing this article. ARTICLE 3 The name cannot imply that the corporation is organized for any character of affairs other than the initial business indicated in this article. ARTICLE 4 This Article is included for the purpose of obtaining tax-exempt status with the IRS and to comply with A.R.S. §10-2326. If the corporation intends to apply for tax-exempt status, you will need to cite the specific Section of the IRS code, as amended, under which the corporation plans to organize. For further information please refer to publication #557. ARTICLE 5 Insert applicable Section number of the IRS Code. ARTICLE 6 This provision is not mandatory. See A.R.S. §10-3302(14). ARTICLES OF INCORPORATION OF A TAX-EXEMPT Pursuant to A.R.S. §10-3202 (Arizona Non-Profit Corporation) 1. Name: The Name of the Corporation is: _________________________________________________________________ 2. Purpose: The purpose for which the corporation is organized is: _________________________________________________________________ 3. Character of Affairs: The character of affairs of the corporation will be: _________________________________________________________________ 4. No part of the net earning of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements,) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on: (a) by a corporation exempt from Federal Income Tax under Section ______ of the United States Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law) or: (b) by a corporation, contributions to which are deductible under Section ______ of the United States Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Laws). 5. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all its assets exclusively for the purposes of the corporation in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section _____ of the United States Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Laws) as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose. 6. The power of indemnification under the Arizona Revised Statutes shall not be denied or limited by the bylaws. CF:0041 - Tax-Exempt For Non-Profits Rev: 09/2009 Arizona Corporation Commission Corporations Division Page 2 of 4 American LegalNet, Inc. www.FormsWorkFlow.com DO NOT PUBLISH THIS SECTION 7. Board of Directors: 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 the members, if a member corporation, or Board of Directors, if the corporation has no members, or until his(her)(their) successor(s) is(are) elected and qualifies is(are): ARTICLE 7 A minimum of 1 director is required. 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 8 May be in care of the statutory agent. If the address is the same as the street address of the statutory agent, write “same as statutory agent.” DO NOT LEAVE BLANK. ARTICLE 9 The statutory 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. ARTICLE 10 A minimum of 1 incorporator is required. All incorporators must sign both the Articles of Incorporation and the Certificate of Disclosure 8. Known Place of Business: (In Arizona) The street address of the know place of business of the Corporation is: ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ 9. Statutory Agent: (In Arizona) The name and address of the statutory agent of the Corporation is: Name:_________________________________________________________ Address:_______________________________________________________ City, State, Zip:__________________________________________________ 10. 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. 11.  Check this box, if this provision will apply to your corporation. DISCRIMINATION: The Corporation will not practice or permit discrimination on the basis of sex, race, national origin, religion, physical handicap or disability. CF:0041 - Tax-Exempt For Non-Profits Rev: 09/2009 Arizona Corporation Commission Corporations Division Page 3 of 4 American LegalNet, Inc. www.FormsWorkFlow.com DO NOT PUBLISH THIS SECTION ARTICLE 12 The Articles must indicate if the corporation will, or will not have members. 12. MEMBERS (Check One) The corporation  will have members  will not have members. Executed this ____ day of _________________, ______ by all of the incorporators. Signed:___________________________ ___________________________ [Print Name Here] Phone and fax numbers are optional The agent must consent to the appointment by executing the consent. _________________________________ _________________________________ [Print Name Here] PHONE ________________________ 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 ________________________, _________. Signed ___________________________________________ ___________________________________________ [Print Name Here] The Articles must be accompanied by a Certificate of Disclosure, executed within 30 days of delivery to the Commission, by all incorporators. CF:0041 - Tax-Exempt For Non-Profits Rev: 09/2009 ___________________________________________ [If signing on behalf of a company serving as statutory agent, print company name here] Arizona Corporation Commission Corporations Division Page 4 of 4 American LegalNet, Inc. www.FormsWorkFlow.com