This article explains the 28 nonprofit formation services Arizona nonprofit corporation attorneys Richard Keyt and his son former CPA Richard C. Keyt provide when they are hired to form an Arizona nonprofit corporation for $1,097.
We have formed 256+ Arizona nonprofit corporations and 6,200+ limited liability companies since we started keeping track in 2002. Richard Keyt has been forming Arizona companies since he started practicing law in Arizona in 1980.
The two primary reasons we have formed so many Arizona entities are:
- We provide great formation services (see below for the 28 services we provide and the 16 documents we prepare when we form an Arizona nonprofit corporation), and
- Our fee to form an entity ($597 for LLCs and $1,097 for nonprofit corporations) is very low compared to what other lawyers and document preparers charge for similar services.
This is especially true when it comes to forming an Arizona nonprofit corporation. If you do not want to hire a licensed professional to form an Arizona nonprofit or pay an unlicensed uninsured document preparer to form your nonprofit corporation, we recommend that you read our article called “How to Start a Nonprofit Organization in Arizona (2018).”
Although many people form do-it-yourself Arizona nonprofit corporations, as an Arizona nonprofit attorney, we do not recommend it. Nor do we recommend that people who are not surgeons perform surgery on themselves. If you read below about the 28 services we provide and the 16 documents we prepare when hired to form an Arizona nonprofit corporation you will understand that forming an Arizona nonprofit corporation is substantially more involved than filling the form Articles of Incorporation provided by the Arizona Corporation Commission and paying the filing fee.
Warning for Do-It-Yourselfers – Do Not Use the Arizona Corporation Commission’s Form Articles of Incorporation if Your Corporation Intends to Become a Tax-exempt Charitable Organization
If your to be formed nonprofit organization intends to be a charitable organization exempt from federal income tax DO NOT USE THE ARIZONA CORPORATION COMMISSION’S FORM ARTICLES OF INCORPORATION!!! The following text is the warning the ACC gives to people in its Instructions for the Articles of Incorporation:
“The Internal Revenue Service requires that certain language be in the Articles of Incorporation before it will grant tax exempt status. The form provided by the Arizona Corporation Commission complies only with the minimal requirements of Arizona law and does not include any IRS language. If you intend to apply for tax exempt status after the corporation is formed, you should determine what language is required by the IRS and prepare your own Articles of Incorporation. It is advisable to seek the advice of your tax or legal professional and/or the IRS before you form your corporation. The Commission staff cannot give you legal or tax advice, and cannot tell you want language to include in your Articles.“
No Charge to Answer Questions about Forming Arizona Nonprofit Corporations
Call Arizona corporate attorney Richard Keyt (480-664-7478) or his son corporate attorney and former CPA Richard C. Keyt (480-664-7472) if you have questions about forming an Arizona nonprofit corporation. They do not charge for questions about forming. Arizona nonprofit corporations
List of Services the Keyts Provides When They Form an Arizona Nonprofit Corporation for $1,097
If your future Arizona nonprofit corporation is important enough that you want it to be formed correctly and comply with Arizona and federal tax law and that the directors of the corporation are given the information they need to operate the corporation after its formation, you should hire the Keyts to form the corporation for the guaranteed price of $1,097.
For this fee, we will provide the following services and prepare the following documents listed below.
1. Unlimited telephone consultations with Arizona nonprofit corporation attorneys Richard Keyt and Richard C. Keyt, to answer your questions about forming and operating an AZ nonprofit corporation, and other incorporation related issues.
2. If requested, advise you with respect to corporate naming issues, how many officers and directors to have, pros and cons of having and not having members and optional provisions to include in the Articles of Incorporation or Bylaws.
3. Prepare custom attorney prepared Articles of Incorporation. We do not use or recommend that any Arizona nonprofit corporation use the simple fill in the blanks Articles of Incorporation provided by the Arizona Corporation Commission on its website. The ACC AOI form is sufficient to create an Arizona nonprofit corporation, but it lacks many provisions that attorneys recommend be included in nonprofit AOIs that we include in all of my AOIs.
4. Include provisions in the Articles of Incorporation and Bylaws that allow the corporation to have members if the founder(s) want members.
5. If your Arizona nonprofit intends to file an application with the IRS to be a tax-exempt organization, we will also include provisions in the Articles of Incorporation that are required by the Internal Revenue Service to obtain an exemption from federal income taxation as an Internal Revenue Code Section 501(c) charitable organization.
6. Prepare a Certificate of Disclosure for each person named in the Articles of Incorporation as required by Arizona Revised Statutes Section 10-3201.
7. Prepare the Cover Sheet that must be filed with the Articles of Incorporation as required by Arizona Corporation Commission.
8. File the Articles of Incorporation, the ACC Cover Sheet and the Certificate of Disclosure with the Arizona Corporation Commission on an expedited filing basis. We always pay the extra $35 for expedited filing so that the ACC will review and approve the new corporation within the shortest amount of time possible. A new Arizona nonprofit should not save $35 on the ACC filing fee because the time for approval of AOI filed on a non-expedited basis is way too long.
Warning: The Following Three Documents
are Required by Arizona Nonprofit Law
9. Prepare the Bylaws of the corporation as required by Arizona Revised Statutes Section 10-3206. If your Arizona nonprofit intends to file an application with the IRS to be a tax-exempt organization, we will also include provisions in the Bylaws that are appropriate for tax-exempt organizations. Yes – Bylaws for a nonprofit corporation that intends to be a tax-exempt charitable organization are different from the Bylaws of a “vanilla” nonprofit corporation.
10. Prepare the Organizational Minutes & Resolutions of the initial board of directors of the new corporation as required by Arizona Revised Statutes Section 10-3205. Important Note: The Organizational Resolutions we prepare contain a provision that authorizes the corporation to reimburse the legal fees and other incorporation costs paid by the organizers of the corporation. Make sure this provision is in your resolutions so you can get your formation money back.
Additional Policies Recommended by the Internal Revenue Service
We Prepare these Seven Policies if the Corporation will be a Tax-exempt Charity
11. Conflicts of Interest Policy
12. Whistle Blower Policy (recommended to avoid violating criminal provisions of the federal Sarbanes Oxley law).
13. Document Retention & Destruction Policy (recommended to avoid violating criminal provisions of the federal Sarbanes Oxley law).
14. Gift Acceptance Policy
15. Travel & Expense Reimbursement Policy
16. Compensation Policy
17. Joint Venture Policy
Extremely Important Note: The IRS strongly recommends that every tax-exempt organization that files IRS Form 990 adopt each of the above-referenced policies. All tax-exempt organizations must file an IRS Form 990-N (when annual receipts are $25,000 or less), IRS Form 990 or 990-EZ (when annual receipts are more than $25,000) or IRS Form 990-FP (foundation). IRS Form 990 asks the organization if it has adopted each of the above policies. The following text are actual questions asked in Part VI of the 2011 IRS Form 990, the corporation’s annual Return of Organization Exempt for Income Tax:
12a Did the organization have a written conflict of interest policy?
12b Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts?
12c Did the organization regularly and consistently monitor and enforce compliance with the policy?
13 Did the organization have a written whistleblower policy?
14 Did the organization have a written document retention and destruction policy?
15 Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
16b did the organization follow a written policy or procedure
Many knowledgeable people believe that a tax-exempt organization that lacks any of these policies has a higher risk of IRS scrutiny and risk of audit.
Note: If your Arizona nonprofit corporation will not seek to become a tax-exempt organization, none of the above-referenced policies named in items 12 – 17 is required, but the Conflicts of Interest Policy is required by Arizona law. We will prepare all of the policies for your Arizona nonprofit corporation if you tell us you want them.
18. Prepare Resolutions of the board of directors adopting the Conflicts of Interest Policy and all of the other policies the IRS recommends (if your corporation requests these optional policies).
19. Give you a letter that explains the Articles of Incorporation, the Certificate of Disclosure and important governance issues.
20. On the day we file your Articles with the ACC or the next business day, we will send the corporation’s contact person an email message with an Adobe .pdf copy of the Articles on Incorporation with the ACC’s received stamp. The President of the corporation needs to take this document to a bank to open the corporation’s bank account.
21. Obtain a federal employer identification number (EIN) for the nonprofit corporation.
22. We will also give you my Arizona Nonprofit Corporation Operations Manual explaining how to operate your new Arizona nonprofit corporation with discussions about how to: open the corporation’s bank account, add or remove directors and officers, hold and document meetings of the directors, comply with applicable Arizona nonprofit corporation law, operate a 501(c)(3) charitable organization, comply with the substantiation and disclosure requirements with respect to contributions to a 501(c)(3) charitable organization (including a sample form to give a donor to substantiate a gift), comply with the prohibition on excess benefits given to a disqualified person in violation of Internal Revenue Code Section 4958.
23. If your nonprofit intends to be a 501(c)(3) tax exempt organization, we will send you the following documents shortly after filing the Articles:
(a) A letter that contains general information about operating a 501(c)(3) charitable organization.
(b) A letter that contains general information about substantiation and disclosure requirements with respect to contributions made to a 501(c)(3) charitable organization.
(c) A sample substantiation letter to give to donors who contribute substantial contributions.
(c) A letter that gives an overview of Internal Revenue Code Section 4958, which provides for substantial penalties if a “disqualified person” receives an “excess benefit” from a the tax exempt organization.
24. Give you the ACC’s letter approving the Articles of Incorporation.
25. Give you the Articles of Incorporation stamped with the ACC’s “approved” stamp.
26. If your corporation’s place of business is outside Maricopa County or Pima County we will state in the Articles of Incorporation that the corporation’s initial place of business is c/o KEYTLaw, LLC, 7373 E. Doubletree Ranch Road, Suite 165, Scottsdale, AZ 85258. We do this to avoid the outrageous newspaper publication fees charged by newspapers outside Maricopa County. Nonprofit corporations with a known place of business in a county other than Maricopa and Pima must publish the Arizona of Incorporation in a newspaper approved by the Arizona corporation commission in the county in which the known place of business is located. For example, we published Articles of Incorporation for a nonprofit corporation that had a place of business in Yuma County and the only ACC approved newspaper in that county charged $585 after a 10% charitable discount to publish what we could have published in Maricopa County for $85. This procedure can easily save an out of Maricopa County nonprofit corporation $100 – $485, depending on the county of the corporation’s place of business. If your corporation’s known place of business is not in Maricopa or Pima County then you can change the corporation’s address with the Arizona Corporation Commission by submitted a change of address form to the ACC.
27. Give you an up-to-date corporate minute book that includes the corporation’s approved Articles of Incorporation, Bylaws, Organizational Resolutions of the directors and the Policies.
28 Act as the corporation’s statutory agent for its first year at no charge. If the corporation wants KEYTLaw, LLC, to continue as its statutory agent after the first year we will send it a bill for the $99 annual fee. The corporation is free to replace KEYTLaw, LLC, as its statutory agent at any time. If the corporation does not pay an annual statutory agent fee KEYTLaw, LLC, will resign as the corporation’s statutory agent and the corporation will have 30 days thereafter to appoint a new statutory agent or the Arizona Corporation Commission will terminate the corporation’s existence.
How to Hire the Keyts to Form Your Nonprofit Corporation for $1,097
To hire Arizona nonprofit lawyers Richard Keyt and his son former CPA Richard C. Keyt to provide 28 services, prepare up to 16 documents and form your Arizona nonprofit corporation for $1,097 (including all costs: $75 ACC expedited filing fee, $50 corporate minute book & seal and $10 postage) select one of the following options:
Option 1: Phone Method
- Call Richard Keyt (480-664-7478) or his son Richard C. Keyt (480-664-7472) and give us your information over the phone.
Option 2: The Online Method
- Complete our online “Nonprofit Corporation Formation Questionnaire.”
We form corporations and LLCs every Wednesday and Friday, which means your new corporation will be formed no later than four days after we get all information and have been paid.