Arizona Nonprofit Corporation Annual Report Guide

Every Arizona nonprofit corporation must file an annual report with the Arizona Corporation Commission (ACC) every year. The law that requires it is A.R.S. § 10-11622. The filing fee is only $10, and the ACC does not charge nonprofits a late penalty. But don't let the low cost fool you. A nonprofit that doesn't file its annual report on time can be administratively dissolved by the ACC, which means the corporation's legal existence is terminated.

This article explains what officers and directors of an Arizona nonprofit corporation need to know about the annual report: when it is due, what it costs, what happens if it is late, what goes in it, who can sign it, and how to file it.

Arizona Law Requires Nonprofit Corporations to File an Annual Report

A.R.S. § 10-11622 requires every domestic nonprofit corporation, and every foreign nonprofit corporation authorized to conduct affairs in Arizona, to deliver an annual report to the Arizona Corporation Commission for filing.

The annual report is filed with the ACC, not the Arizona Secretary of State. People also confuse the annual report with other filings. Arizona LLCs do not file annual reports, so board members who own LLCs sometimes wrongly assume their nonprofit doesn't have to file one either. And the ACC annual report is completely separate from the IRS Form 990, 990-EZ or 990-N that a 501(c)(3) nonprofit files with the IRS.

When Is the Annual Report Due?

Arizona does not have one statewide due date for nonprofit annual reports. The annual report must be filed and the fee paid on or before the date assigned by the ACC. Under A.R.S. § 10-11622(D), the ACC may stagger annual report due dates, and the corporation must file its report each year in its anniversary month on the date the ACC assigns. In practice, the due date is tied to the anniversary of the date the corporation was incorporated.

To find your nonprofit's exact due date, look up the corporation's record in the ACC's online Arizona Business Center. Don't guess. Put the due date on the calendars of at least two officers or directors.

Extension of Time to File

If the corporation cannot file the annual report on time, it may ask the ACC for an extension of up to six months. The request must be filed on or before the due date, not after it, and it must be accompanied by the annual report fee. Once the ACC receives the request and the fee, the statute requires the ACC to grant the extension. The ACC form is the Annual Report Extension Request (Form C002).

How Much Does It Cost to File?

The fee to file an Arizona nonprofit corporation annual report is $10. The fee is set by A.R.S. § 10-3122. The ACC charges an additional fee if you want expedited processing. By comparison, an Arizona for-profit corporation pays $45 to file its annual report.

What Is the Penalty for Filing Late or Not Filing?

No Monetary Late Penalty

Arizona does not charge nonprofit corporations a late filing penalty. The $9 per month penalty you may read about applies only to for-profit corporations under A.R.S. § 10-1622. The nonprofit fee statute, A.R.S. § 10-3122, does not impose a late fee for nonprofit annual reports.

The Real Penalty: Administrative Dissolution

Under A.R.S. § 10-11420, the ACC may start a proceeding to administratively dissolve a nonprofit corporation if the corporation does not deliver its annual report within 60 days after it is due. The same statute lists other grounds for dissolution that relate to the annual report, including:

• Failing to pay fees within 60 days after they are due.
• Failing to file a certificate of disclosure or answer interrogatories from the ACC.
• Any officer or other representative of the corporation making a misrepresentation of a material matter in a report or other document filed with the ACC.
• Failing to notify the ACC within 60 days that the corporation's statutory agent or known place of business has changed.

Administrative dissolution is a serious problem. A dissolved nonprofit is generally limited to winding up its affairs. Dissolution can cause trouble with bank accounts, contracts, leases, real property, grants and donors.

Reinstatement After Administrative Dissolution

A nonprofit corporation that has been administratively dissolved may apply to the ACC for reinstatement within six years after the effective date of the dissolution under A.R.S. § 10-11422. The application must state that the grounds for dissolution did not exist or have been eliminated, which means filing the missing annual reports. When the reinstatement becomes effective, it relates back to the date of the dissolution, and the corporation continues its activities as if it had never been dissolved. A.R.S. § 10-3122 sets a $25 fee for a nonprofit's application for reinstatement, in addition to any other fees due.

Reinstatement carries a name risk. If another entity adopts the dissolved nonprofit's name while it is dissolved, the nonprofit may have to amend its articles of incorporation and adopt a new name as part of reinstatement. For a charity, losing its name means losing the name recognition it has built with donors and grantors.

What Is in the Annual Report?

A.R.S. § 10-11622(A) requires the annual report to contain all of the following:

1. The name of the corporation and the state or country under whose law it is incorporated.
2. The address of its known place of business and the name and address of its statutory agent in Arizona.
3. The address of its principal office.
4. The names and business addresses of its directors and principal officers.
5. A brief description of the nature of its activities.
6. Whether or not it has members.
7. A certificate of disclosure containing the information required by A.R.S. § 10-3202(D).
8. A statement that all corporate income tax returns required by Arizona law have been filed with the Arizona Department of Revenue.

The information in the annual report must be current as of the date the report is signed on behalf of the corporation.

The Certificate of Disclosure

The certificate of disclosure is the part of the annual report that officers and directors most often overlook. Under A.R.S. § 10-3202(D), it covers every person who is an officer, director, trustee or incorporator of the corporation when the report is filed. It must disclose whether any of them, within the preceding five years:

• Was convicted of a felony involving securities, consumer fraud or antitrust.
• Was convicted of a felony involving fraud, misrepresentation, theft by false pretenses, or restraint of trade or monopoly.
• Was subject to an injunction, judgment, decree or permanent order of a court involving violations of securities fraud or registration laws, consumer fraud laws, or antitrust or restraint of trade laws.

It must also disclose whether any of these people served as an officer, director, trustee or incorporator of another corporation at the time that corporation went through bankruptcy or receivership.

Take the certificate of disclosure seriously. Under A.R.S. § 10-3202(I), a person who signs or contributes information to a certificate of disclosure and intentionally makes an untrue statement of a material fact, or withholds a material fact, is guilty of a class 6 felony. Before the report is filed, the person filing it should confirm the disclosure answers with every officer and director.

Extra Statement for HOAs

Condominium unit owners' associations and planned community associations (HOAs) organized as nonprofit corporations must attach a separate statement to the annual report. The statement gives the name of the association's designated agent or management company, plus the association's address, telephone number, email address, website (if any) and fax number (if any). An HOA must also file an amended statement within 30 days after any change in its designated agent or management company.

Who Can Sign and File the Annual Report?

Under A.R.S. § 10-3120(F), a document a nonprofit corporation files with the ACC must be signed by the presiding officer or board of directors, the president, or another officer of the corporation. If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, that fiduciary signs. The document must state the name of each person who signs it and the capacity in which the person signs.

My advice is to have the president or another officer who is named in the annual report sign and file it.

How to File the Annual Report

On January 12, 2026, the ACC replaced its old eCorp online filing system with a new portal called the Arizona Business Center. Accounts from eCorp did not carry over. If your nonprofit filed online through eCorp in the past, someone must create a new Arizona Business Center account before filing.

To file online, log in to the Arizona Business Center, look up the nonprofit corporation, choose the annual report filing, review and update the information, complete the certificate of disclosure, and pay the fee. Paper filing by mail or in person is still available. The ACC's customer service line is 602-542-3026.

Other Things Officers and Directors Should Know

• The ACC will not remind you. The ACC stopped mailing annual report forms to corporations back in 2009, as I explained in my article Arizona Corporation Commission No Longer Mails Annual Reports. Your nonprofit needs a reminder system that does not depend on one volunteer who may move on.
• A defective report can be fixed. If an annual report is missing required information, the ACC must notify the corporation and return the report for correction. If the corrected report is delivered to the ACC within 30 days after the notice, it is treated as timely filed.
• New officers and directors need disclosure. If a person becomes an officer, director or trustee within 60 days after the articles of incorporation and certificate of disclosure are filed, and that person was not covered by the original certificate, the corporation must file a sworn declaration with the disclosure information about that person within the 60-day period. Failing to do so is a ground for administrative dissolution.
• Statutory agent changes require a separate filing. Don't rely on the annual report to change the corporation's statutory agent. File a separate statement of change with the ACC, and do it within 60 days of the change.
• The annual report is a public record. The names and addresses of the corporation's directors and officers are available to anyone who searches the ACC's records. Use business addresses instead of home addresses.
• The annual report does not satisfy the IRS. A 501(c)(3) nonprofit must also file its annual Form 990, 990-EZ or 990-N with the IRS. A nonprofit that fails to file its IRS return for three consecutive years automatically loses its tax-exempt status, no matter how current it is with the ACC.
• Keeping the nonprofit alive is a board responsibility. Letting the corporation be dissolved for failing to file a $10 report is an avoidable governance failure. Assign the job to a specific officer and have the board confirm each year that the report was filed.

Frequently Asked Questions

Does an Arizona nonprofit corporation have to file an annual report?

Yes. A.R.S. § 10-11622 requires every Arizona nonprofit corporation, and every foreign nonprofit corporation authorized to conduct affairs in Arizona, to file an annual report with the Arizona Corporation Commission every year.

How much does it cost to file an Arizona nonprofit annual report?

The filing fee is $10. The ACC charges an additional fee for expedited processing.

Is there a late fee for an Arizona nonprofit annual report?

No. Arizona does not charge nonprofit corporations a late filing penalty. However, the ACC may administratively dissolve a nonprofit corporation that does not file its annual report within 60 days after the due date.

When is my Arizona nonprofit's annual report due?

The annual report is due each year on the date assigned by the ACC in the corporation's anniversary month. You can find the exact due date by looking up the corporation in the ACC's Arizona Business Center.

Can a dissolved Arizona nonprofit corporation be reinstated?

Yes. A nonprofit corporation that was administratively dissolved may apply for reinstatement within six years after the dissolution. The reinstatement relates back to the date of dissolution, so the corporation continues as if it had never been dissolved.

Need Help With an Arizona Nonprofit Corporation?

Richard Keyt has practiced law in Arizona since 1979 and has formed more than 550 Arizona nonprofit corporations that became 501(c)(3) tax-exempt organizations. See the Arizona nonprofit corporation formation services we provide and our step-by-step guide to forming an Arizona nonprofit corporation.

To hire us to form an Arizona nonprofit corporation, submit our online nonprofit incorporation questionnaire, call Richard Keyt (Rick, the father) at 480-664-7478 & email rk@keytlaw.com or his son, attorney and former CPA Richard C. Keyt (Ricky), at 480-664-7472 & rck@keytlaw.com.