CHAPTER 1. CORPORATION COMMISSION
CORPORATIONS AND ASSOCIATIONS
Supp. 99-1
R14-1-101. Debt limitation; exception
R14-1-102. Annual reports and certificates of disclosure
R14-1-103. Licensing Time-frames
Article 2 consisting of Sections R14-1-201 through R14-1-222 adopted effective June 21, 1982 (Supp. 82-3).
R14-1-202. False implication of government affiliation
R14-1-203. Characters of print acceptable -- names
R14-1-204. Existing corporate name -- defined
R14-1-205. Written comparison of names
R14-1-206. Categories of name similarity
R14-1-208. "Same" name not acceptable
R14-1-209. "Deceptively similar" -- defined
R14-1-210. "Deceptively similar" name not acceptable
R14-1-211. "Similar requiring letter of consent" -- defined
R14-1-212. "Similar requiring letter of consent" acceptable with consent
R14-1-214. "Similar not requiring letter of consent" -- defined
R14-1-215. A name "similar not requiring letter of consent" is acceptable
R14-1-216. "Not similar" -- defined
R14-1-217. "Not similar" -- acceptable
R14-1-219. Surnames -- a surname is considered to be a "word"
R14-1-220. Exception for churches
R14-1-221. Matters not considered in determining name availability
R14-1-222. Final determination
R14-1-101. Debt limitation; exception
For the purpose of computing the highest amount of indebtedness which corporations are authorized to incur where the stock has no par value, the Commission has, in accordance with the provisions of A.R.S. § 10-173, fixed the amount of $100.00 per share unless proper showing is made that such stock is reasonably worth more than that sum; provided that such limitation shall not apply to corporations or districts organized for the purpose of providing irrigation or drainage for farm lands, or corporations and districts organized in connection with the development of agricultural improvements, the debt limitation for which shall, upon application, be fixed by the Commission in a reasonable amount, taking into consideration the valuation of properties included within the boundaries of any such project.
Historical Note
R14-1-102. Annual reports and certificates of disclosure
A. This rule prescribes, pursuant to A.R.S. § 10-142, the form of the Annual Report and Certificate of Disclosure required to be filed with the Commission under A.R.S. §§ 10-125 and 10-128. This rule does not apply to non-profit corporations.
B. Annual report of domestic and foreign corporations
- 1. Each domestic corporation and each foreign corporation authorized to transact business in this state shall file with the Commission an annual report setting forth the information required by A.R.S. § 10-125.
- 2. The annual reports of domestic and foreign corporations required to be filed under this subsection shall contain the following information which shall be set forth on the following form provided by the Commission:
G. STATEMENT OF FINANCIAL CONDITION
YOU MAY SUBSTITUTE FOR THIS BALANCE SHEET AN EXACT COPY OF THE FINANCIAL REPORT TO SHAREHOLDERS AS PROVIDED IN A.R.S. § 10-127, A COPY OF SCHEDULE L, FILED WITH THE INTERNAL REVENUE SERVICE, OR A COPY OF SCHEDULE L, FORM 120 FILED WITH THE ARIZONA DEPARTMENT OF REVENUE FOR THE PURPOSES OF TAXATION OF INCOME PURSUANT TO TITLE 43, ARIZONA REVISED STATUTES.
Cash ........................................................................................ --------------------
Trade notes and accounts receivable ................................. --------------------
(a) Less allowance for bad debts ...................................... -------------------- --------------------
Inventories ........................................................................... --------------------
Gov't obligations: (a) U.S. and instrumentalities ............. --------------------
(b) State, subdivisions thereof, etc. ................................... -------------------- --------------------
Other current assets ............................................................. --------------------
Loans to shareholders .......................................................... --------------------
Mortgage and Real Estate loans .......................................... --------------------
Other investments ................................................................. --------------------
Buildings and other fixed depreciable asset .................... -------------------- --------------------
(a) Less accumulated depreciation .................................... -------------------- --------------------
Depletable assets .................................................................. --------------------
(a) Less accumulated depreciation ................................... -------------------- --------------------
Land (net of any amortization) ............................................ --------------------
Intangible assets (amortizable only) .................................. --------------------
(a) Less accumulated amortization .................................... -------------------- --------------------
Other assets ........................................................................... --------------------
Total assets ........................................ --------------------
Accounts payable --------------------
Mtges., notes, bonds payable in less than 1 yr. .............. --------------------
Other current liabilities .......................................................... --------------------
Loans from shareholders .................................................... --------------------
Mtges., notes, bonds payable in 1 yr. or more ................... --------------------
Other liabilities ...................................................................... --------------------
Total assets............ --------------------
Capital stock: (a) Preferred stock ...... --------------------
(b) Common stock....... --------------------
Paid-in-or capital surplus .................................................... --------------------
Retained earnings - Appropriated ....................................... --------------------
Retained earnings - Unappropriated ................................. --------------------
Less cost of treasury stock ................................................ --------------------
Total capital...... --------------------
and Capital.... --------------------
H. SHAREHOLDERS: DIRECTIONS: Fill in names of shareholders of record holding more than 20% of any class of shares issued by the
corporation, including persons beneficially holding such shares through nominees. If additional space
is needed, attach a separate sheet.
I. ALL CORPORATE TAX RETURNS REQUIRED BY TITLE 43 HAVE BEEN FILED WITH THE ARIZONA DEPARTMENT OF REVENUE.
Under penalties of law, I declare that I have examined this report, including any attachments, and to the best of my knowledge and belief it is true,
correct and complete. (MUST BE SIGNED BY PRESIDENT, VICE PRESIDENT, SECRETARY, ASSISTANT SECRETARY OR TREASURER.)
If you are unable to file this Annual Report on or before the date which appears on page 1 of this report, you may, but only on or before that date, file a written request to the Incorporating Division, Annual Report Section for an extension of time, not to exceed 60 days, in which to file this report. The request for an extension of time MUST be accompanied by the annual fee which also appears in part A on page 1 of this report. Only after filing that request and paying the annual fee can the Commission grant this request for extension.
- 3. Each domestic and foreign corporation required to file the annual report on the form prescribed in this subsection may substitute for Part G of the form an exact copy of the financial report to shareholders as provided in A.R.S. § 10-127, a copy of Schedule L filed with the Internal Revenue Service, or a copy of Schedule L, Form 120 filed with the Arizona Department of Revenue for the purposes of taxation of income pursuant to Title 43, Arizona Revised Statutes.
- 1. The initial certificate executed by all incorporators shall be delivered to the Commission simultaneously with the Articles of Incorporation or trust, or application for authority to transact business as provided by law.
- 2. All existing domestic and foreign corporations shall execute a certificate of disclosure executed by any two officers or directors of such corporation as part of the annual report required by A.R.S. § 10-125 unless otherwise exempted from the provisions of A.R.S. § 10-125 in which case they shall file said certificate of disclosure in a time and manner as provided by law.
- 3. The certificate of disclosure required to be filed by this subsection shall contain the following information which shall be set forth on the following form provided by the Commission:
A.R.S. 10-128 CHECK BOX "A" OR "B" WHICHEVER IS APPROPRIATE
No person serving either by election or appointment as officers, directors, trustees, incorporators and persons controlling, or holding more than 10% of the issued and outstanding common shares or 10% of any other proprietary, beneficial or membership interest in the corporation:
1. Have been convicted of a felony involving a transaction in securities, consumer fraud or antitrust in any state or federal jurisdiction within the seven year period immediately preceding the execution of this certificate.
2. Have been convicted of a felony, the essential elements of which consisted of fraud, misrepresentation, theft by false pretenses, or restraining of trade or monopoly in any state or federal jurisdiction within the seven year period immediately preceding the execution of this certificate.
3. Have been or are subject to an injunction, judgment, decree or permanent order of any state or federal court entered within the seven year period immediately preceding the execution of this certificate, where such injunction, judgment, decree or permanent order:
(a) Involved the violation of fraud or registration provisions of the securities laws of that jurisdiction; or
(b) Involved the violation of the consumer fraud laws of that jurisdiction; or
(c) Involved the violation of the antitrust or restraint laws of trade laws of that jurisdiction.
The following persons serving either by election or appointment as officers, directors, trustees, incorporators and persons controlling, or holding more than 10% of the issued and outstanding common shares or 10% of any other proprietary, beneficial or membership interest in the corporation, have been or are subject to one or more of the statements listed in items 1 through 3 above:
II. THE FOLLOWING INFORMATION ON EACH PERSON
LISTED MUST ACCOMPANY THIS REPORT.
1. Full name and prior names used.
4. Prior addresses (for immediately preceding 7 year period).
5. Date and location of birth.
7. The nature and description of each conviction or judicial
action, the date and location, the court and public agency
involved, and the file or cause number of the case.
Under penalties of law, I declare that I have examined this certificate, including any attachments, and to the best of my knowledge and belief it is true, correct and complete. (MUST BE SIGNED BY ANY TWO EXECUTIVE OFFICERS OR DIRECTORS OF THE CORPORATION.)
BY: X _________________________________________________ BY: X _________________________________________________
TITLE: _________________________________________________ TITLE: _________________________________________________
NOTE: Date of signing __________________________________________
Before returning to the Commission, please make sure that you have signed part I AND part J of this report, please make sure that you have checked the appropriate box in part J of this report, and that you have submitted your check or other remittance for the annual fee which is required by law to accompany this report. If you have any questions, please contact the Annual Report Section of the Incorporating Division of the Arizona Corporation Commission.
4.
D. This rule shall be effective December 31, 1977.
Historical Note
Former General Order I-3 not in original publication, correction (Supp. 75-1). Former Section R14-1-102 repealed, new Section R14-1-102 adopted effective December 31, 1977 (Supp. 77-6).
R14-1-103. Licensing Time-frames
A. This rule prescribes time-frames for the processing of any certificate or license issued by the Arizona Corporation Commission pursuant to A.R.S. Title 10 and Title 29.
B. Within 270 calendar days after receipt of an initial or renewal application for any certificate or license provided pursuant to A.R.S. Title 10 or Title 29, staff shall notify the applicant, in writing, that the application is either administratively complete or deficient. If the application is deficient, the notice shall specify all deficiencies.
C. The Commission may terminate an application if the applicant does not remedy all deficiencies within 30 calendar days of the date on the notice of deficiency or permit the applicant to remedy the deficiencies based on the following 2 factors:
D. After an application has been deemed administratively complete, and the applicant has been notified in writing, staff shall have 90 calendar days for substantive review of the application.
E. For purposes of A.R.S. Title 41, Chapter 6, Article 7.1, the Commission has established the following time-frames:
Historical Note
New Section adopted by final rulemaking at 5 A.A.R. 1019, effective March 18, 1999 (Supp. 99-1).
A. The corporate name is the initial means of identifying a legal entity; therefore, each name must be distinctive and distinguishable from existing corporate names.
B. The corporate name of a profit corporation, foreign or domestic, shall contain one or more words of incorporation as applicable. The accepted words of incorporation and their accepted abbreviations are: Association -- Assn.; Bank -- no abbreviation; Corporation -- Corp.; Company -- Co.; Incorporated -- Inc. and Limited -- Ltd.
C. The corporate name shall comply in all respects with A.R.S. § 10-008.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-202. False implication of government affiliation
The corporate name may not be one that might falsely imply governmental affiliation.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-203. Characters of print acceptable -- names
Corporate names must consist of letters of the English alphabet, arabic numerals or combinations thereof.
- 1. Letters of the English alphabet will be used in the upper case (capital letters) only. No distinction as to type, face, or font is recognized.
- 2. Arabic numerals include: 0, 1, 2, 3, 4, 5, 6, 7, 8, 9.
- 3. A space or spaces after words, letters or numerals may be considered as part of the name.
- 4. Roman numerals will be treated as letters of the English alphabet.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-204. Existing corporate name -- defined
For the purposes of these rules, an "existing corporate name" is the name of any domestic corporation existing under the laws of this state; the name of any foreign corporation authorized to transact business in this state; a name reserved with the Arizona Corporation Commission pursuant to A.R.S. § 10-009 or 10-1007(B); or a trade name registered with the Secretary of State pursuant to A.R.S. § 44-1460.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-205. Written comparison of names
A. A comparison of names to determine similarity is made by writing the names to be compared, using upper case letters of the English alphabet and acceptable numerals.
B. For purposes of determining name similarity, every domestic corporation is deemed to contain the word "Arizona", either expressed or implied, in its corporate name.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-206. Categories of name similarity
There are five categories of name similarity: Same (defined in R14-1-207); Deceptively Similar (defined in R14-1-209); Similar, requiring letter of consent (defined in R14-1-211); Similar, not requiring letter of consent (defined in R14-1-214) and Not Similar (defined in R14-1-216).
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
A. Corporate names are the "same" if a comparison of the names, written, reveals no differences.
B. A proposed corporate name is deemed to be the "same" as an existing corporate name if the difference in names consists in the use of different "words of incorporation". (See R14-1-201.)
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-208. "Same" name not acceptable
A. A proposed corporate name which is deemed to be the "same" as an existing corporate name cannot be filed even with a letter of consent from the entity having the same name.
B. A name which has been ruled "same" as an existing corporate name can be changed to the category "similar, requiring letter of consent", by the addition of one or more words which make the proposed name distinguishable from the existing corporate name. (A.R.S. § 10-008(3))
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-209. "Deceptively similar" -- defined
A proposed corporate name is deemed to be "deceptively similar" to an existing corporate name if:
- 1. The difference in the names consists in the use of different articles of speech.
- Example: THE LONG CO. is deemed "deceptively similar" to LONG CO.
- Example: THE FINISHLINE COMPANY is deemed "deceptively similar" to A FINISHLINE CO.
- 2. The difference consists in the use of punctuation, spaces and symbols.
- 4. The difference consists in obvious or well-known variant spellings.
- Example: KAR CLASSICS, INC. is "deceptively similar" to CAR CLASSICS, INC.
- Example: SAGUARO CLUB, LTD. is "deceptively similar" to SAHUARO CLUB, LTD.
- 5. The difference exists in the use of words with essentially the same meaning.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-210. "Deceptively similar" name not acceptable
A. A proposed corporate name which is deemed to be "deceptively similar" to an existing corporate name cannot be accepted or filed, even with a letter of consent from the corporation having the similar corporate name.
B. A name which has been ruled "deceptively similar" to an existing corporate name can be changed to the category "similar, requiring letter of consent" by the addition of one or more words which make the proposed name distinguishable from the existing corporate name. (A.R.S.§ 10-008(A)(3))
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-211. "Similar requiring letter of consent" -- defined
A proposed name may be deemed "similar requiring letter of consent" if:
- 1. The proposed corporate name is the "same" as, or "deceptively similar" to an existing corporate name except for a geographical designation.
- Example: Existing corporate name: JOHNSON PRODUCTS, INC.
- Proposed corporate name: JOHNSON PRODUCTS OF PHOENIX, INC.
- Similar requiring letter of consent.
- 2. The first words of a proposed corporate name are the same as the first words of an existing corporate name.
- Example: Existing corporate name: TUCSON SERVICE, INC.
- Proposed corporate name: TUCSON SERVICE AND SUPPLY, INC.
- Similar requiring letter of consent.
- 3. Names containing a fictitious, fanciful or arbitrary word.
- Example: Existing corporate name: ARCO, INC.
- Proposed corporate name: ARCO PRODUCTION COMPANY
- Similar requiring letter of consent.
- 4. The proposed corporate name implies the entity to be an affiliate or extension of an existing corporate name. (Rule R14-1-214(A)(4))
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-212. "Similar requiring letter of consent" acceptable with consent
A proposed corporate name which is ruled to be "similar, requiring letter of consent" cannot be filed without the letter of consent.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
The Arizona Corporation Commission will identify to the applicant the entity or entities from whom consent must be obtained. The consent will be in writing, on letterhead, showing the existing corporate name, the proposed corporate name, to whom consent is given, and signed by the firm's president or chief executive officer. Consent given orally or by telegraph cannot be accepted. Consent from more than one existing corporate name may be required.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-214. "Similar not requiring letter of consent" -- defined
Proposed corporate names are "similar not requiring letter of consent" if a written comparison of the names reveals similarities, but not to the extent that the names are deemed by the Commission to be deceptively similar. A proposed corporate name would fall in this category if:
- 1. The proposed corporate name is nonprofit and is the same or similar to an existing nonprofit corporate name except for a geographical designation.
- Example: Existing nonprofit corporate name: JAVELINA AND BEAR CLUB
- Proposed nonprofit corporate name: PHOENIX JAVELINA AND BEAR CLUB
- Similar not requiring letter of consent.
- 2. Except for the word "Arizona", when the name of a town, city, state, or geographical designation is added to an existing nonprofit corporate name, the proposed name is acceptable, providing that the registered office of the proposed nonprofit corporation is not located in the same town or city as the existing nonprofit corporation.
- 3. The existing corporate name has only one significant word and the proposed corporate name consists of the same word followed by a descriptive word which distinguishes the proposed corporate name from the existing corporate name.
- Example: Existing corporate name: UNITED COMPANY
- Proposed corporate name: UNITED SALES, INC.
- UNITED FOODS, CORP.
- UNITED INDUSTRIES ASSN.
- UNITED PRODUCTS CO.
- UNITED SUPPLY, LTD.
- Similar not requiring letter of consent.
- 4. A letter of consent will be required if the proposed corporate name consists of the same word, followed by a word or words which suggest the proposed entity to be an affiliate or extension of the existing corporate name.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-215. A name "similar not requiring letter of consent" is acceptable
A proposed corporate name which is ruled to be "similar not requiring letter of consent" will be accepted and filed without further requirement.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-216. "Not similar" -- defined
Names are not similar if a comparison of the names, written, reveals no significant similarity.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-217. "Not similar" -- acceptable
A proposed corporate name which is ruled "not similar" will be accepted and filed without further requirement.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
When a name or segment of the proposed name consists of initial letters of the alphabet, the combination of the initials will be considered as one word for the purpose of applying name availability rules.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-219. Surnames -- a surname is considered to be a "word"
When an existing corporate name contains a surname and the proposed corporate name consists of that surname, preceded by a given name or initials, the proposed name is "similar not requiring letter of consent".
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-220. Exception for churches
When proposed names of churches are the same as existing names of churches by virtue of their affiliation, but differ in geographical designation, a letter of consent is not required.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-221. Matters not considered in determining name availability
Only the proposed corporate name and existing corporate names are considered when determining name availability. Among matters not considered are:
- 1. Whether or not the purpose of a proposed corporation is the same or similar to the purpose of an existing corporation.
- 2. Whether an analogous situation has been acted upon by the Corporation Commission.
- 3. Whether an opinion has previously been expressed by an employee of the Incorporating Division of the Arizona Corporation Commission or the Secretary of State's Office.
- 4. Whether or not an existing corporation is actively engaged in business, or has a telephone listing, or a generally-known place of business.
- 5. Whether or not an existing corporation is about to change its name, dissolve, or merge out of existence.
- 6. Whether or not a letter of consent can be obtained from an existing corporation.
- 7. Whether or not the applicant is more or less important, extensive, widely-known, or influential than an existing corporation.
- 8. Whether or not the applicant has ordered stationery, opened a bank account, signed a contract, or otherwise altered his position in the expectation, hope or belief that the proposed name is available.
- 9. Whether or not the applicant believes it has a prior or superior right to the use of a name apart from what is on file in the Incorporating Division of the Arizona Corporation Commission or the Secretary of State's Office.
Historical Note
Adopted effective June 21, 1982 (Supp. 82-3).
R14-1-222. Final determination
A. Verbal approval by the Commission for the use of a proposed corporate name is advisory only and is subject to final determination by the Commission.
B. A proposed corporate name may be reserved in writing pursuant to A.R.S. §§ 10-009 or 10-1007. This written approval is based on the assumption that the proposed corporate name meets all other statutory requirements and is, therefore, also subject to final determination by the Commission.
C. Final determination that a name is or is not available is made at the time one of the following documents is processed for filing:
D. If the name is determined available and the document in which the name is contained is approved, the document is filed and the name becomes an "existing corporate name".
E. If the name is determined not available, the applicant is notified of that fact by the document being returned to the applicant indicating:
Scott
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