I’m often asked by startup founders of new Arizona corporations how many corporate officers they need as part of their initial filing with the Arizona Corporation Commission (ACC). In this post, we’ll look at the number—and which types—of officers are required for a new, domestic for-profit corporation in Arizona.
Corporate officer requirements under The Arizona Business Corporations Act
The good news? Arizona is pretty business-friendly in this regard. Arizona Revised Statutes, Title 10, Chapter 8, Article 4 of the Arizona Business Corporation Act (the “Act”) tells us that a corporation shall have “the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.”
Subpart D of A.R.S. §10-840 goes on to explain that the same individual “may simultaneously hold more than one office in a corporation.”
Therefore, unlike with a corporation’s board of directors, there is no minimum requirement or number of officers for an Arizona corporation.
Rather, whatever number and type of officers the incorporating founders choose must be listed in either the corporation’s Bylaws or appointed by its board of directors (if allowed under the corporation’s Bylaws).
Minimum officers every Arizona Corporation should have
Although not absolutely required by the Act, as a practical matter it is always a good idea for a new corporation to have, at a minimum, the two officer positions of President and Secretary.
These two positions will be able to represent the business in taking actions like negotiating or entering into agreements, maintaining minutes of meetings, and certifying records of the corporation, just to name a few.
And, yes, a person can be more than one officer type
If your corporation is small or closely-held, with maybe only one or two shareholders, one of you is allowed to assume more than one position. For example, Shareholder Sheila may serve as, say, both Vice President and Treasurer (or vice versa).
Ben Bhandhusavee is the Managing Attorney for BHANDLAW, PLLC, a startup, technology, and e-commerce law practice advising founders and management teams on company startup, corporate and technology transactions, e-commerce, as well as Internet privacy concerns. The firm serves corporate and individual clients throughout Arizona, the United States, and internationally. Our offices are conveniently located along the Camelback corridor in Phoenix’s financial district. For more information about our Company Startup practice, feel free to reach out using the contact form on the right or call us at (602) 222-5542 to schedule a meeting. Connect with Ben on LinkedIn or Avvo.