Corporation Reinstatement and Revival Requirements in Arizona
At a glance
| Eligible inactive status | Administrative dissolution after notice and a 60-day cure for Title 10 defaults involving fees, reports, agent/office, publication, duration, disclosures, misrepresentation, interrogatories, or dissolution duties (§§ 10-1420-.1421) |
|---|---|
| Filing window | Within 6 years after the effective date of administrative dissolution (§ 10-1422(A)) |
| Application or certificate contents | Application recites corporation name and effective dissolution date and states that each ground did not exist or was eliminated; attach name amendment if § 10-1422(D) applies |
| Reports, taxes, fees, and penalties | Eliminate every ground, submit outstanding annual reports and pay associated fees/penalties; annual report fee is $45 and reinstatement is additional. No separate tax-clearance certificate is stated (§§ 10-122(A), 10-1422(A); official FAQ) |
| Name and registered-agent cure | If another corporation or trade-name registrant adopted the name, attach articles of amendment adopting a compliant new name; restore any statutory-agent/known-place default, using agent acceptance for a replacement (§§ 10-501, 10-1422(D); official agent instructions) |
| Approval and signature | Chairman, president, or another officer executes; a court-appointed receiver/trustee/fiduciary may sign when applicable. State signer name/capacity; no seal, secretary attestation, acknowledgment, verification, or proof required (§ 10-120(F)-(G)) |
| Filing office and method | Arizona Corporation Commission; current online route is the Arizona Business Center dashboard's Reinstate option for an entity dissolved within 6 years. Statute also permits fax/electronic delivery (§ 10-120(J); official tip sheet) |
| Fixed filing fee and expediting | $100 regular reinstatement; $135 total standard expedited. Current schedule also lists $100 next-day, $200 same-day, and $400 two-hour accelerated charges, subject to availability (§ 10-122; official fee schedule) |
| Legal effect and third parties | Relates back to the administrative-dissolution effective date and business resumes as if dissolution never occurred; § 10-1422(C) states no separate third-party-reliance carveout |
Requirements one by one
Confirm the Commission used the administrative-dissolution route
A.R.S. § 10-1420 lists eleven grounds. The common ones are a fee or penalty 60 days late, an annual report 60 days late, no statutory agent or known place of business for 60 days, or failure to report an agent or office change within 60 days. The section also reaches specified publication, duration, disclosure, misrepresentation, interrogatory, annual-report, and post-dissolution defaults.
Under A.R.S. § 10-1421, the Commission first serves written notice. The corporation then has 60 days after service is perfected to correct every ground or show to the Commission's reasonable satisfaction that the ground does not exist. Voluntary and judicial dissolutions do not become eligible merely because the entity record is inactive.
Calculate six years from the certificate's effective date
A.R.S. § 10-1422(A) permits the application within six years after the effective date of administrative dissolution. A certificate effective October 20, 2026 therefore has an outside statutory filing date of October 20, 2032.
The Commission's current FAQ says an entity beyond six years must apply for a new formation. The separate six-month point in § 10-1421(C) is not the reinstatement deadline: it is when the Commission releases the corporate name for use by another corporation or a trade-name registrant.
Keep the application itself to the statutory declarations
The reinstatement application recites the corporate name and effective dissolution date and states that each ground either did not exist or has been eliminated. A.R.S. § 10-1422 does not list officers, directors, addresses, or financial data as fields in the application itself.
That short application is not a substitute for curing the record. The Commission must determine that its information is correct before canceling the dissolution certificate and filing a certificate of reinstatement.
Clear reports, fees, penalties, and any other operative ground
The statement that every ground was eliminated matters. A report-based dissolution requires the outstanding reports and their associated charges; an agent default requires a restored agent record; a fee default requires payment. The current ABC tip sheet directs a delinquent corporation to submit outstanding annual reports and associated late fees from its dashboard.
A.R.S. § 10-122 sets the for-profit annual-report fee at $45 and makes the $100 reinstatement fee additional to every other fee and penalty due. The ACC FAQ likewise warns that past-due filings and fees are separate from reinstatement. Section 10-1422 and the current ACC instructions do not state a separate tax- clearance certificate for this Commission route.
Treat six months as the name-protection threshold
If no reinstatement application is filed within six months after dissolution, A.R.S. § 10-1421(C) releases the corporate name. If another corporation adopts it, or another person adopts it as a trade name, § 10-1422(D) requires articles of amendment adopting a compliant new name with the reinstatement application.
The amendment is a separate filing. A.R.S. § 10-122 currently charges $25 for an amendment of articles, in addition to the reinstatement and arrears amounts.
Restore the statutory agent and known place when they caused dissolution
A.R.S. § 10-501 requires continuous maintenance of both an Arizona known place of business and an eligible statutory agent. The administrative dissolution itself does not terminate the existing agent's authority, but the corporation must eliminate any agent or office ground before truthfully making its cure statement.
For a replacement, the Commission's current instructions separate appointment from acceptance: file the corporation Statement of Change, and have the appointed agent sign the M002 acceptance. An entity agent acts through an authorized signer.
Use an officer or other statute-authorized signer
A.R.S. § 10-120 assigns ordinary execution to the board chair, president, or another officer. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, that fiduciary may execute instead. The filing states the signer's name and capacity.
The document need not contain a corporate seal, secretary attestation, acknowledgment, verification, or proof. The reinstatement sections do not add a separate board vote, shareholder vote, second signature, or notarization.
Use the Arizona Business Center's Reinstate option
The filing office is the Arizona Corporation Commission. Its current ABC tip sheet tells an inactive corporation to choose Reinstate from the dashboard if the dissolution occurred within the past six years. The portal's Authorized Filer controls govern who can submit through that account.
A.R.S. § 10-120(J) also recognizes fax and electronic transmission generally. Use the current Commission route and confirm the filed certificate of reinstatement rather than treating portal submission or payment as acceptance.
Separate the fixed $100 from priority and arrears charges
Regular reinstatement costs $100. The current Commission schedule lists $135 for standard expedited processing, a $35 increase. It also lists accelerated charges of $100 for next-day, $200 for same-day, and $400 for two-hour service.
A.R.S. § 10-122 allows the Commission to suspend same-day or next-day service when resources are insufficient. Check current availability and posted wait times before paying for a faster tier.
Relation back is stated without a reliance exception
A.R.S. § 10-1422(C) makes effective reinstatement relate back to the administrative-dissolution date and lets the corporation resume business as if dissolution never occurred. Unlike some states' statutes, this section does not state a separate protection for rights acquired in reliance on the dissolution.
Do not enlarge that corporate-existence rule into a promise that reinstatement restores a separate license, reopens a procedural deadline, defeats a defense, or resolves every inactive-period contract, lawsuit, or personal-liability issue.
What trips people up
- Six months and six years do different work. Six months releases the name; six years closes the reinstatement route.
- The application is short, but the cure may not be. All outstanding reports, fees, penalties, agent records, and any other stated grounds must be resolved.
- The $100 is not the total payoff. It is expressly additional to every other fee and penalty due.
- Arizona states full relation back. Section 10-1422 contains no express third-party-reliance carveout, but separate legal issues still require review.
Common questions
May the corporation keep operating while dissolved? No, except to wind up and liquidate, notify claimants, or pursue reinstatement. A.R.S. § 10-1421(C) continues existence for those limited purposes.
Does administrative dissolution end the statutory agent's authority? No. A.R.S. § 10-1421(D) says the agent's authority continues, though an agent or office defect that caused dissolution still must be eliminated.
Must the application be notarized? No. A.R.S. § 10-120(G) says an acknowledgment, verification, proof, seal, and secretary attestation are optional.
Statutes and sources
- A.R.S. §§ 10-1420 through 10-1422 — grounds, notice and cure, limited inactive-period activity, name release, six-year application, certificate, name amendment, and relation back. Official § 10-1420, official § 10-1421, and official § 10-1422 (accessed 2026-08-02).
- A.R.S. §§ 10-120 and 10-122 — execution, optional formalities, delivery, $100 reinstatement, $45 report, $25 name amendment, and priority-service authority. Official § 10-120 and official § 10-122 (accessed 2026-08-02).
- A.R.S. § 10-501 — continuous known-place and statutory-agent requirement. Official statute (accessed 2026-08-02).
- Arizona Corporation Commission FAQ and ABC tip sheet — current six-year and $100 guidance, arrears warning, annual-report cure, online Reinstate option, and Authorized Filer control. Official FAQ and official tip-sheet PDF (accessed 2026-08-02).
- Arizona Corporation Commission fee schedule — regular, standard expedited, and accelerated-service charges. Official fee-schedule PDF (accessed 2026-08-02).
- Arizona Corporation Commission M002i instructions — separate replacement- agent appointment and written acceptance. Official instructions PDF (accessed 2026-08-02).
Source links
Every statute quoted above, linked, with the date we checked it.
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