How to Form a Professional Corporation in Arizona


Steve Goldstein
Steve Goldstein
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Form a Professional Corporation in Arizona

Are you considering starting a professional corporation in Arizona? Congratulations! Establishing a professional corporation is an excellent choice for entrepreneurs and professionals alike who seek to benefit from a business structure that provides limited liability protection, tax advantages, and enhanced credibility. However, navigating the process of forming a professional corporation in Arizona can be daunting.

This article aims to provide a comprehensive guide on how to form a professional corporation in Arizona, covering everything from understanding the basics of this business entity to the essential steps and requirements you must comply with to launch your new venture successfully. Let’s dive in and explore the ins and outs of forming a professional corporation in Arizona!

What is a Professional Corporation in Arizona?

A professional service corporation (PSC), sometimes called a professional corporation (abbreviated as PC), is a type of organization authorized by state law to allow owners of particularly licensed professions in Arizona. The owner of a professional corporation is responsible for their own negligence or misconduct, but they are not held personally accountable for the actions of other owners. PC or P.C. is a regularly used abbreviation to identify professional corporations.

PCs and LLCs provide personal asset protection; that is, the personal assets are free from business debts. However, they do not have similar tax benefits. There is no secret formula as to which type of business structure is better than the other. It solely depends on the requirements of your business. However, forming an LLC is easier than setting up a PC in Arizona.

LLCBuddy Editorial Team

Unlike other types of corporations, owners of Professional Corporations get two types of citizenship. One is where they incorporated the corporation, and the other is where they conduct the business. This benefit is not available for other types of corporations. You can form a free LLC in Arizona if you hire a professional service that provides LLC formation at $0.

How to Form a Professional Corporation in Arizona

To form a Professional Corporation for the professional service you provide, you must follow a few steps that include verifying if you are qualified for a PC, naming your business, hiring a Statutory Agent, filing the Articles of Incorporation, outlining an operating agreement, requesting for an EIN, opening a bank account, getting a business license, and filing for an annual report and taxes.

Step 1: Verify If You Are Qualified for a Professional Corporation

In forming a professional corporation in Arizona, you should know if you are qualified. There are specific professions that are allowed to form a professional service corporation, including-

  • Doctors
  • Architects
  • Engineers
  • Accountants
  • Lawyers and others

You should be qualified to have a license to provide your service. In most cases, once you have graduated with your studies, passed the exam, and got your license, you may now form a professional corporation. However, if you work in an industry that doesn’t offer a license or professional certification, you should consider forming a corporation or limited liability company.

Step 2: Name your Professional Corporation in Arizona

After you have decided on the idea to form a professional corporation in Arizona, deciding the name for your corporation is significant. There is a complete guide on Arizona LLC name guidelines for you to have a proper business name. Here are some regulations you must follow while naming your professional corporation.

  • The business name should have the word PC, frequently followed by the name of the principal owner in place of Inc or LLC. (Example. John Doe, MD, PC)
  • No confusion with a government entity name.
  • A unique name is needed with no match
  • Limit of restricted words that need a license.

In Arizona, if you do not wish to file your professional corporation right away but want to hold the name that you have decided on, then you can reserve your corporation name for 120 days. To keep the name, you must file a name reservation application with Arizona Secretary of State.

A professional corporation, professional association, service corporation, or professional service corporation must be present in the name if it doesn’t already. You might opt to register your business under a different legal name if your preferred name isn’t available. Once you have chosen a name, you can submit an application for a DBA (doing business as). In this manner, you can choose any name you desire to run a clinic or law firm.

Step 3: Choose the Arizona Statutory Agent

The next step in forming a professional corporation is hiring the Arizona Statutory Agent, a person that accepts legal paperwork on behalf of your business. This person or business will receive important tax forms, legal documents, all notices of lawsuits, and other official government correspondence in Arizona. Forming a professional corporation for your service will be easier if you have Statutory Agent in Arizona.

Alternatively, you can serve as your own Arizona Statutory Agent if you have the time. However, you must stay compliant to avoid missing any important documents from Arizona.

Step 4: File the Articles of Incorporation in Arizona

After you hire a Arizona Statutory Agent to form a professional corporation, the next step is to file the Arizona Articles of Incorporation. In writing the Articles of Incorporation, the business name, owner’s contact information, corporation address, and Statutory Agent contact information should be written. You should also include the names of all co-owners. All owners have to prove they have the proper license to practice the specific profession they intend to.

Filing the Articles of Incorporation in Arizona may be done with two ways, in-person and by mail. The Articles of Incorporation fee may vary from different states. However, in Arizona, it costs $60 for filing in-person and by mail. There’s no online filing available.. For offline filing, Send the form by mail or drop it in person to Arizona Corporation Commission, Corporate Filings Section, 1300 W. Washington St., Phoenix, AZ 85007.

Step 5: Write an Operating Agreement in Arizona

An operating agreement is a document that contains all of your company’s organizational details. It is not required to draft an operating agreement in most states. Yet, having one as an internal document is strongly advised. The Arizona operating agreement includes information like-

  1. About Business
  2. Members and management
  3. Capital contribution
  4. Profit Distribution
  5. Change of membership
  6. Dissolution

Step 6: Designate the PC Board of Directors in Arizona

The next step is to appoint the initial board of directors in your PC in Arizona. All the initial directors must submit their details to the owner. The owner must keep the records and submit them in accordance with the Arizona SOS. When writing the By-laws, as a shareholder and owner, you must make sure there is a point mentioned about appointing a new director later.

Step 7: Write the Corporate Bylaws

Now that you are done forming the team of the board of directors, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.

In creating corporate bylaws, you should include the following on how the decisions will be made.

  • The responsibilities are given to each officer.
  • How will judgments in business be made?
  • Where and when are the annual shareholder meetings?
  • The minimum number of shareholders required for decision-making.
  • Location and timing of dividend payments.

Step 8: Hold the First Board of Directors’ Meeting

After drafting the corporate bylaws, gather all the board of directors for the first meeting. This meeting will be finalized by appointing directors to manage the company’s daily operations, approve the bylaws, choose the corporation’s accounting year, and approve the stock issue. All board meetings should have minutes taken and stored with the company’s records.

Step 9: Request an EIN in Arizona

After documenting the operating agreement, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your professional corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Arizona can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is 4 weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN number, you can benefit in a number of ways. It will give your professional corporation the final advantage necessary to operate at full capacity without encountering legal or judicial issues.

Step 10: Open a Bank Account and Prepare for Taxes

Once you have filed and received your Employer Identification Number, you should open a bank account since you will use this account for yourself, your clients, and your employees.

Your business dealings in Arizona might be simpler by having a US business bank account because it boosts your company’s legitimacy and liquidity. For firms other than sole proprietorships, most banks demand an EIN to create a business bank account. Also, keeping separate finances helps you avoid combining personal and professional finances. Also, having an EIN makes tax preparation easier. With a professional corporation, you can anticipate paying employment and corporate taxes.

Step 11: Get a Business License in Arizona

Before your professional corporation operates in Arizona, you need to have a business license first. A business license is a formal document issued by the state government agency that allows you to operate your business in the geographic region that that agency governs. In Arizona, business license and permit costs depend on the business’s nature and type. You must check with the local authorities if any special licenses or city-based permits are needed.

Step 12: File Your Taxes in Arizona

Finally, you are down to the last step. After getting a business license and being ready to operate, do not forget to file your taxes first. You should start paying taxes quarterly as soon as possible to avoid a large tax bill. Each state has different tax requirements. Go through the Arizona classification of taxes for the taxes an LLC in Arizona has to pay.

Important Information

Maintaining Professional and Business License in Arizona

Now that you have established your professional corporation, you must maintain or renew your professional license every now and then. Even if your business is established but you don’t have a valid license to operate, your business is irrelevant. And, even if your professional license is still valid for a year or two, but your business license is already expired, it is still irrelevant.

Make time to check the status of your licenses at least once per year. Then, you can keep from missing anything significant. If there are any issues, you can address them.

Filing an Annual Report in Arizona

In Arizona, you will be required to submit a report each year. The owners’ and Statutory Agent’s names and contact details are listed in the annual report. Also, it should include all of your yearly financial activity. You must submit one yearly in Arizona, and you can do it yourself or hire someone else to handle it. Everything must be precise and up to date.

Advantages of Forming a Professional Corporation in Arizona

A professional corporation takes a lot of time to process and pursue. However, with the help of the Arizona Statutory Agent, everything will become easier. In fact, there are advantages that will help you form a professional corporation in Arizona.

  1. Limited Liability: The biggest advantage of setting up a professional corporation is that the owners are not held personally responsible for the debts and obligations of the company. This indicates that only the company’s assets will be confiscated to settle claims and creditors if the business is sued or declares bankruptcy. Additionally, this protection exempts corporate owners from being held accountable for other owners’ reckless or criminally negligent acts.
  1. Tax Deductions: Similar company expenses, such as employee fringe benefits, startup and operating costs, and equipment purchases, can be written off by professional companies in the same ways they can be for other kinds of firms. However, there are several tax deductions professional corporations can take advantage of that other types of businesses can’t. For example, the salaries and bonuses paid to owners and employees are tax-deductible.
  1. Retained Earnings: Professional corporations can keep a portion of their profits under the corporate tax system to grow their companies.

FAQs

What is a professional corporation in Arizona?
A professional corporation in Arizona is a business entity established by licensed professionals such as lawyers, doctors, and accountants. It allows individuals to incorporate their professional practice and receive the same legal and tax advantages of a regular corporation.
Is it required to form a professional corporation in Arizona?
No, it is not required to form a professional corporation in Arizona. There are other business structures available such as sole proprietorship, partnership, and limited liability company (LLC).
What are the requirements to form a professional corporation in Arizona?
There are several requirements to form a professional corporation in Arizona. The corporation must have at least one shareholder who is a licensed professional in Arizona, the name of the corporation must include a corporate designation such as “Corporation”, “Incorporated” or “Limited”, and the articles of incorporation must be filed with the Arizona Corporation Commission.
What are the advantages of forming a professional corporation in Arizona?
There are several advantages of forming a professional corporation in Arizona. These include limited liability protection for the shareholders, the ability to raise capital through the sale of stock, and the ability to deduct certain business expenses from taxable income.
Is it necessary to register a professional corporation in Arizona?
Yes, it is required to register a professional corporation in Arizona with the Arizona Corporation Commission.
What is the filing fee for forming a professional corporation in Arizona?
The filing fee for forming a professional corporation in Arizona is $65.
How long does it take to form a professional corporation in Arizona?
It usually takes several weeks to form a professional corporation in Arizona. The filing process can take up to 2 weeks, and the processing and approval of the articles of incorporation can take up to 4 weeks.
What documents are required to form a professional corporation in Arizona?
The documents required to form a professional corporation in Arizona include the Articles of Incorporation, a Statement of Authority, and a Statement of Compliance.
What is the minimum capital requirement to form a professional corporation in Arizona?
There is no minimum capital requirement to form a professional corporation in Arizona.
Does a professional corporation in Arizona need to have a board of directors?
Yes, a professional corporation in Arizona must have a board of directors comprised of at least one shareholder.
Does Arizona require a professional corporation to hold annual meetings?
Yes, Arizona requires a professional corporation to hold an annual meeting of shareholders and directors.
Does a professional corporation in Arizona need to have bylaws?
Yes, a professional corporation in Arizona must have bylaws that set forth the rules and regulations of the corporation.
What are the tax implications of forming a professional corporation in Arizona?
A professional corporation in Arizona is subject to the same income tax rules as any other corporate entity. The corporation must file its own tax return and pay taxes on its income.
Is a professional corporation in Arizona required to obtain a business license?
Yes, a professional corporation in Arizona is required to obtain a business license in order to legally operate.
Does a professional corporation in Arizona need to have an employer identification number (EIN)?
Yes, a professional corporation in Arizona must have an employer identification number (EIN) for tax and other legal purposes.
Does Arizona require a professional corporation to have a registered agent?
Yes, Arizona requires a professional corporation to have a registered agent who is responsible for receiving legal notices on behalf of the corporation.
Does a professional corporation in Arizona need to keep corporate records?
Yes, a professional corporation in Arizona must keep corporate records such as minutes of meetings, resolutions, and other documents related to the corporation.
Does a professional corporation in Arizona need to file annual reports?
Yes, a professional corporation in Arizona is required to file annual reports with the Arizona Corporation Commission.
Can a professional corporation in Arizona issue stock?
Yes, a professional corporation in Arizona can issue stock to raise capital.
Does a professional corporation in Arizona need to have an audit?
No, a professional corporation in Arizona is not required to have an audit.
What are the consequences of not complying with professional corporation laws in Arizona?
The consequences of not complying with professional corporation laws in Arizona can include fines, penalties, and possible loss of corporate status.
Is it necessary to obtain insurance for a professional corporation in Arizona?
Yes, it is advisable to obtain professional liability or malpractice insurance for a professional corporation in Arizona.
Can a professional corporation in Arizona enter into contracts?
Yes, a professional corporation in Arizona can enter into contracts and other legal agreements.
Does a professional corporation in Arizona need to have a corporate seal?
Yes, a professional corporation in Arizona must have a corporate seal as required by Arizona law.
Is it necessary to have a business plan for a professional corporation in Arizona?
Yes, it is advisable to have a business plan for a professional corporation in Arizona. A business plan outlines the goals and objectives of the corporation and provides a roadmap for success.
What are the reporting requirements for a professional corporation in Arizona?
A professional corporation in Arizona is required to file annual reports and other documents with the Arizona Corporation Commission.
What are the dissolution requirements for a professional corporation in Arizona?
The dissolution requirements for a professional corporation in Arizona include filing a Certificate of Dissolution with the Arizona Corporation Commission, resolving all debts and liabilities, and distributing remaining assets to shareholders.
What are the benefits of forming a Professional Corporation in Arizona?
Forming a Professional Corporation in Arizona can provide several advantages such as limited liability protection, increased credibility, and tax advantages.
What are the filing requirements for forming a Professional Corporation in Arizona?
To form a Professional Corporation in Arizona, you must file Articles of Incorporation with the Arizona Corporation Commission and submit the required fees.
What is the process for forming a Professional Corporation in Arizona?
The process for forming a Professional Corporation in Arizona includes filing the Articles of Incorporation with the Arizona Corporation Commission, obtaining an EIN, applying for any necessary licenses or permits, and filing the required annual fees and reports.
What is the cost of forming a Professional Corporation in Arizona?
The cost of forming a Professional Corporation in Arizona varies depending on the type of business and the number of shares being issued. Generally, the filing fees range from $50-$100.
What is the timeline for forming a Professional Corporation in Arizona?
The timeline for forming a Professional Corporation in Arizona typically takes 2-3 weeks.
Is there a minimum capital requirement to form a Professional Corporation in Arizona?
No, there is no minimum capital requirement to form a Professional Corporation in Arizona.

Also Read

Why Arizona Professional Corporation is So Important

One of the main reasons why professional corporations are so important in Arizona is that they allow professionals to pool their resources and expertise to deliver specialized services to clients. By forming a professional corporation, professionals in fields such as law, medicine, accounting, and architecture can work together under one entity. This allows them to leverage each other’s skills and knowledge, resulting in comprehensive and high-quality services for their clients.

Furthermore, professional corporations protect their members from personal liability for the company’s debts and obligations. In the event of a lawsuit or debt collection, only the assets of the corporation are at risk, not the personal assets of the individual professionals. This level of protection gives professionals peace of mind as they conduct their business, knowing that their personal assets are shielded from potential legal and financial risks.

Another key benefit of professional corporations in Arizona is the ability to attract and retain top talent. By offering professionals the opportunity to join a corporation with like-minded colleagues, professional corporations can create a stimulating and collaborative work environment. This can lead to increased job satisfaction, productivity, and innovation among employees, which ultimately benefits the clients and the company as a whole.

In addition, professional corporations in Arizona are subject to regulatory oversight by the Arizona Corporation Commission, ensuring that these entities comply with state laws and regulations. This regulatory oversight helps maintain the integrity and professionalism of professional corporations, instilling trust and confidence in clients and the public.

Moreover, professional corporations in Arizona have the flexibility to structure their businesses in a way that best suits their needs. From choosing the composition of their board of directors to determining the distribution of profits among shareholders, professional corporations have the autonomy to make decisions that align with their goals and values.

Overall, professional corporations in Arizona are essential entities that allow professionals to come together to deliver specialized services, protect their personal assets, attract top talent, comply with regulations, and structure their businesses effectively. These corporations play a vital role in supporting the growth and success of professionals in various industries, promoting a dynamic and competitive business environment in the state.

In conclusion, professional corporations in Arizona are crucial entities that serve as a foundation for professionals to work together, innovate, and thrive in their respective fields. Their importance cannot be overstated in the context of the diverse and competitive business landscape of Arizona.

Conclusion

In forming a professional corporation in Arizona, having someone to help you build it is not necessary but suggestible. Even though it is easy because of the listed benefits and advantages above, forming your group of professional individuals will make it somehow successful. Just make sure to be guided by the steps and ensure that every one of the details and records is accurate and precise. And if you have any questions, share them in the comment section below.

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