Arizona corporate bylaws are internal documents governing the day-to-day operations of a corporation. They typically outline procedures for holding meetings, electing officers and directors, issuing shares, conflicts of interest, and other matters related to the entity’s structure.
Once signed, the document holds legal validity for all parties involved and does not require filing with the Arizona Corporation Commission.
Legal Requirements
State law mandates that corporations adopt bylaws (ARS 10-206(A)). Below are additional legal considerations to keep in mind while crafting yours:
- Annual Meetings – ARS 10-701(B).
- Corporate Bylaws – ARS 10-206.
- Issuance of Stock – ARS 10-621(a).
Naming Considerations
- Required Words: “Association,” “Bank,” “Corporation,” “Company,” “Incorporated,” “Limited,” or an abbreviation thereof or of a similar meaning.
- Prohibited Words: “Limited Liability Company,” “Limited Company” or the abbreviations thereof. Language suggesting the entity is organized for purposes beyond those outlined in its articles or allowed by law.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable.
- Transferability: Yes.
Emergency Bylaws
The board of directors can establish emergency bylaws specifically applicable during times of crisis (local emergency, a state of emergency, or a state of war emergency). These bylaws, effective solely during emergencies, may cover essential measures for managing the corporation during such times, such as procedures for board meetings, quorum requirements, and designating additional directors.
During the emergency, all provisions of the regular bylaws consistent with the emergency bylaws remain valid. However, once the emergency concludes, the emergency bylaws cease to have effect (ARS 10-207).
