Corporation Voluntary Dissolution and Closure Requirements in Arizona
At a glance
| Governing law, entity, and route scope | Arizona Business Corporation Act, A.R.S. Title 10, ch. 14, art. 1; ordinary domestic for-profit corporation files Articles of Dissolution with the Arizona Corporation Commission. Shortcut and ordinary approval, tax-completed filing, winding up, claims, and revocation are separate steps (§§ 10-1401 to -1407) |
|---|---|
| Pre-share or pre-business simplified route | Available if no shares issued OR business not commenced. Majority incorporators or initial directors approve; no debt remains unpaid; if shares issued, remaining net assets after winding up were distributed. One incorporator/initial director executes acknowledged Articles of Dissolution reciting the route (§ 10-1401; Form C022) |
| Board proposal, recommendation, and conditions | Board proposes and recommends dissolution unless conflict/special circumstances justify no recommendation and it communicates why; submission may be conditioned on any basis. No separate prefiling abandonment section; post-filing revocation follows § 10-1404 (§ 10-1402(A)-(C)) |
| Shareholder notice, vote, consent, and groups | Notify every shareholder 10-60 days before the meeting and state dissolution purpose. Default approval is majority of all votes entitled; articles/board may require more or voting-group approval; general group quorum is majority entitled. Written consent uses meeting-equivalent votes, but older/pre-Aug. 6, 2016 and issuing-public corporations may default to unanimity unless their articles/bylaws permit lesser consent (§§ 10-704, -705, -725, -1402) |
| Dissolution filing, signer, fee, and effect | Articles state name, authorization date, entitled and for/against or sufficient undisputed vote totals, separately by required group. Clearance-required form: officer or board chair signs; shortcut form: initial director/incorporator. ABC online encouraged; paper by mail/in person, form also lists fax. $25 regular/$60 expedited. Effective on delivery if approved, or a custom record may delay up to 90 days (§§ 10-122, -123, -1401, -1403; ACC) |
| Reports, tax clearance, and agency steps | Ordinary filing is incomplete until the DOR transaction-privilege-tax notice and certificate named in § 10-1403 arrive and Title 10 charges are paid. DOR requires closed licenses, final corporate return, all tax compliance and full payment; allow 30 business days. ACC allows 6 months from delivery for clearance; past-due reports must be filed, while newly due reports are conditionally suspended for 6 months (§ 10-1403(C), (E)-(F); ACC/DOR) |
| Winding up, liabilities, and distributions | Existence continues only to collect assets, dispose of property, discharge or provide for liabilities, distribute the remainder by shareholder interests, and complete necessary liquidation acts. Title, shares, governance, suits, pending cases, limitations periods, and statutory-agent authority continue (§ 10-1405) |
| Known, unknown, and contingent claims | Optional known-claim safe harbor: written notice gives at least 120 days to submit; rejected claimant has 90 days to sue; contingent/post-dissolution claims may enter once known. Optional one-time newspaper notice: claim suit by earlier of applicable limitation or 5 years; covers nonnoticed, timely-unacted, contingent, and later-event claims, with shareholder recovery capped (§§ 10-1406 to -1407) |
| Revocation, termination, and survival | Revoke within 120 days by the original approval method unless board-only revocation was authorized; file $25 Articles of Revocation plus the dissolution articles, and effectiveness relates back. No later voluntary termination filing. Ordinary limitations continue; the optional unknown-claim publication route imposes the earlier of 5 years or the otherwise-applicable period (§§ 10-1404, -1405, -1407) |
| Foreign, insolvency, and judicial boundaries | Domestic dissolution does not close taxes, licenses, contracts, accounts, titles, assumed names, or registrations elsewhere. An Arizona-authorized foreign corporation files a separate $25 Application for Withdrawal with tax clearance. Chapter 14 separately addresses administrative and judicial dissolution; receivership, bankruptcy, insolvency, regulated entities, and disputed control use other routes (§§ 10-122, -1520) |
Requirements one by one
Arizona separates a direct shortcut in A.R.S. § 10-1401 from the ordinary board- and-shareholder route in § 10-1402. Both end in Articles of Dissolution, but the shortcut's eligibility recitals, tax-clearance treatment, signer, and publication instructions differ from those for an operating corporation.
The shortcut has an either-or eligibility test
A majority of the incorporators or initial directors may use A.R.S. § 10-1401 when the corporation has not issued shares or has not commenced business. If shares were issued but business never began, the route can still apply.
The articles identify the corporation and incorporation date, state which eligibility branch applies, confirm that no debt remains unpaid, confirm that remaining net assets were distributed if shares were issued, and state that the required majority authorized dissolution. One incorporator or initial director executes the articles with an acknowledged signature.
Current Commission Form C022 says the Department of Revenue certificate is not required when either no business began or no shares issued. The form assigns the shortcut signature to an initial director or incorporator.
The ordinary board may condition the submission
Under A.R.S. § 10-1402, the board proposes dissolution and recommends it unless a conflict or other special circumstances justify no recommendation and the board communicates the basis. The board may condition its submission on any basis, including a greater vote or voting-group structure reflected in the articles.
The default shareholder threshold is a majority of all votes entitled to be cast, not a majority of votes actually cast. A.R.S. § 10-725 generally uses a majority of each voting group's entitled votes as the meeting quorum unless the articles or Title 10 provide otherwise.
Meeting and consent routes have different traps
A.R.S. §§ 10-705 and 10-1402 require notice to every shareholder 10 to 60 days before the dissolution meeting, whether or not the shareholder may vote, and the notice must say dissolution is a purpose.
A.R.S. § 10-704 generally permits meeting-equivalent written consent. But a corporation formed before August 6, 2016 defaults to unanimous consent unless its articles or bylaws were amended after that date to authorize the lesser meeting-equivalent threshold. An issuing public corporation also defaults to unanimity unless its articles or bylaws provide otherwise, and any corporation's articles or bylaws may demand unanimity. The corporation gives the section's post-action notice within 30 days to the specified nonconsenting and notice- entitled shareholders.
Tax clearance makes filing a process, not a single delivery
A.R.S. § 10-1403 requires the ordinary articles to state the corporate name, authorization date, entitled-vote count, votes for and against or sufficient undisputed approving votes, and separate results for each required voting group. The corporation is dissolved only on the articles' effective date.
The filing is not complete until the Commission receives the Department of Revenue transaction-privilege-tax notice and certificate named in § 10-1403 and until all Title 10 fees, penalties, and costs are paid. Current Commission instructions allow six months after delivery to supply the certificate; if it does not arrive, voluntary dissolution remains incomplete and the corporation may instead be administratively dissolved.
The Department of Revenue's current process is broader than merely mailing an application. It requires Form 10523, compliance across the listed tax types, no unpaid liabilities or delinquencies, closure of all licenses, a final corporate income-tax return, and completed business activity. DOR says a payment plan does not count as full payment and asks applicants to allow 30 business days for a dissolution or withdrawal request.
Delinquent and newly due annual reports are treated differently
Current Commission Instructions C022i say all past-due annual reports must be filed before the Articles of Dissolution can be approved. A.R.S. § 10-1403(F) separately suspends a report that becomes due on or after first delivery of the articles, and its penalty accrual, for six months.
If approval does not occur by the end of that suspension or the corporation is administratively dissolved under the cited failure ground, the reports, fees, and penalties become due as though the suspension never occurred.
The base filing is $25
A.R.S. § 10-122 and the current Commission fee schedule set Articles of Dissolution at $25 regular processing and $60 total for expedited processing. Form C022 lists the same $25 base fee and a $35 expedited add-on.
The Commission strongly encourages filing through Arizona Business Center. Paper Instructions C022i allow mail or in-person delivery, and Form C022 also lists fax numbers for regular/expedited and accelerated service. Paper documents need a cover sheet. Because the Commission says its form is optional, a custom record may use A.R.S. § 10-123's delayed effective time or date, no later than 90 days after delivery; the current C022 form itself has no delayed-date field.
For an ordinary clearance-required dissolution, Form C022 calls for a duly authorized officer or the board chair to sign under penalty of law. An initial director or incorporator signs the shortcut route.
Publication depends on which filing path applies
A.R.S. § 10-1403(D) requires that, within 60 days after Commission approval, either a copy of the articles be published or the Commission enter the approval information into its statutory database.
Current Instructions C022i apply that structure by directing a clearance- required corporation to publish only after Commission approval, while saying publication is not required when the clearance certificate was unnecessary under the shortcut. The approval letter supplies the publication instructions.
This filing-publication step is separate from the optional unknown-claim publication in A.R.S. § 10-1407, which uses different content and consequences.
Dissolution preserves corporate wind-up existence
A.R.S. § 10-1405 limits the dissolved corporation to collecting assets, disposing of property, discharging or providing for liabilities, distributing remaining property by shareholder interests, and other necessary liquidation acts.
Dissolution does not transfer property title, stop new or pending proceedings, change otherwise applicable limitations periods, or terminate the statutory agent's authority. Arizona does not require a later voluntary termination filing after the Articles of Dissolution.
Known and unknown claims use separate optional safe harbors
A.R.S. § 10-1406 permits the corporation to dispose of known claims by written notice. The notice describes the required claim information, gives a mailing address, and sets a receipt deadline at least 120 days after the notice becomes effective. A rejected claimant must start an enforcement proceeding within 90 days after the rejection notice becomes effective.
The section initially excludes contingent claims, but permits the procedure once a contingent claim ripens into a known claim and for a claim based on a later event.
A.R.S. § 10-1407 separately permits one newspaper publication in the county of the last known place of business. A covered claimant must sue within the earlier of five years after publication or the otherwise applicable limitations period. The route reaches claimants who received no direct notice, timely submitted a claim that was not acted on, or hold contingent or later-event claims.
An unbarred claim may reach undistributed corporate assets. If liquidation assets were distributed, shareholder exposure is limited to the lesser of the shareholder's pro rata claim share or the assets received, with total exposure capped at the total distribution.
Revocation has a hard 120-day window
A.R.S. § 10-1404 permits revocation within 120 days after dissolution becomes effective. Authorization follows the same method used for dissolution unless the original authorization permitted board-only revocation.
The corporation files $25 Articles of Revocation together with a copy of its Articles of Dissolution. Once effective, revocation relates back to the original dissolution date and the corporation resumes business as though dissolution had not occurred.
What trips people up
No shares and no business are alternatives. A corporation that issued shares may still use § 10-1401 if it never commenced business, but it must satisfy the debt-payment and net-asset-distribution recitals.
Delivery is not completed dissolution when clearance is required. The Commission can hold the filing for the Department of Revenue notices and certificate, reports, and charges; the six-month clock can end in administrative dissolution rather than voluntary approval.
Two publications serve different purposes. The filing/publication-or-database rule in § 10-1403 is not the five-year unknown-claim safe harbor in § 10-1407.
The 120-day number appears twice. It is the minimum response period in a known-claim notice and the outside revocation window, but the two clocks begin from different events.
Common questions
Does a no-business corporation need shareholder approval if it issued shares?
Not under the shortcut if every § 10-1401 condition is true. A majority of the incorporators or initial directors may authorize dissolution, but no debt may remain unpaid and remaining net assets must have been distributed to the shareholders.
Can the corporation dissolve by written shareholder consent?
Yes, subject to A.R.S. § 10-704. The threshold is generally the meeting- equivalent vote, but older corporations, issuing public corporations, and articles/bylaws provisions can require unanimity.
Does dissolution erase lawsuits or limitations periods?
No. A.R.S. § 10-1405 preserves new and pending proceedings and does not alter otherwise applicable limitations periods. Optional claim notices can create the specific bars stated in §§ 10-1406 and 10-1407.
Is domestic dissolution the same as foreign withdrawal?
No. A.R.S. § 10-1520 requires a foreign corporation authorized in Arizona to file a separate Application for Withdrawal, with its own tax-completion process. The statutory filing fee is $25 under § 10-122.
Statutes and sources
- A.R.S. §§ 10-1401 through 10-1407. Shortcut, ordinary approval, articles, tax completion, winding up, claims, and revocation. Current official § 10-1401, § 10-1402, § 10-1403, § 10-1404, § 10-1405, § 10-1406, and § 10-1407
- A.R.S. §§ 10-704, 10-705, and 10-725; §§ 10-122 and 10-123. Written consent, meeting notice, quorum, fees, and effective date. Current official § 10-704, § 10-705, § 10-725, § 10-122, and § 10-123
- A.R.S. § 10-1520. Separate foreign-corporation withdrawal. Current official text
- Arizona Corporation Commission. Corporation forms, Form C022, Instructions C022i, fee schedule, and Business Services FAQ
- Arizona Department of Revenue. Current tax-clearance and certificate- of-compliance process and Form 10523 page
Official sources accessed August 22, 2026.
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