Nonprofit Corporation Administrative Dissolution and Reinstatement in Arizona

At a glance

Requirements one by one

Grounds and procedure

Under A.R.S. § 10-11420, the Corporation Commission may start dissolution for fees or penalties unpaid 60 days after due, or an annual report more than 60 days late. The statute also lists no statutory agent or known Arizona business place, missing change notice within 60 days, missing publication proof after an added notice and 60-day chance, expired corporate duration, specified disclosure and bankruptcy-statement failures, material misrepresentation, missing post-dissolution notice, and unanswered interrogatories. Section 10-11622(D) sets a Commission-assigned annual deadline and permits a timely written extension request of up to six months with the fee. Subsection F separately requires an annual disclosure certificate from report-exempt corporations and directs dissolution initiation if it is 90 days late.

Section 10-11421(A)–(B) requires a written determination served under § 10-3504. The corporation has 60 days after service is perfected to fix every ground or reasonably show it does not exist. If it does neither, the Commission signs and files a certificate giving the grounds and effective date, then serves a copy. Section 10-3504(D) permits mail to the statutory agent (or known business place if none), electronic transmission, or service under the civil-process rules.

During dissolution and reinstatement

The dissolved corporation remains in existence for winding up and claimant notice. Its statutory agent keeps authority; its corporate name is released for use if it does not apply for reinstatement within six months (§ 10-11421(C)–(D)). Section 10-11405 describes the winding-up acts.

Under § 10-11422(A), a corporation may apply within six years after dissolution, subject to the stated transferred water/wastewater utility exception. The application gives its name, dissolution date, and statement that the grounds did not exist or have been removed. Section 10-3122(A)(13) charges $25 for a nonprofit reinstatement application in addition to other due fees and penalties. If another corporation or trade-name holder took the name, § 10-11422(D) requires name-change articles with the application; § 10-3122(A)(8) charges $25 for an amendment.

When the Commission accepts a correct application, it cancels the dissolution certificate, files a reinstatement certificate, and serves a copy. Reinstatement relates back to the dissolution effective date (§ 10-11422(B)–(C)).

What trips people up

The six-month name-release rule is separate from the six-year reinstatement window. The fee schedule for nonprofits is § 10-3122, which lists a $25 reinstatement application fee.

Common questions

Does administrative dissolution end the statutory agent's authority?

No. Section 10-11421(D) expressly preserves it.

Can the corporation keep its old name after six months?

It can if the name remains available. If another corporation or trade-name holder has adopted it, § 10-11422(D) requires name-change articles with the reinstatement application.

Statutes and sources

A.R.S. § 10-11420

The commission may commence a proceeding under section 10-11421 to administratively dissolve a corporation if either: 1. The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 24 through 40 of this title. 2. The corporation does not deliver its annual report to the commission within sixty days after it is due. 3. The corporation is without a statutory agent or known place of business in this state. 4. The corporation does not notify the commission within sixty days that its statutory agent or known place of business has been changed, that its statutory agent has resigned or that its known place of business has been discontinued. 5. The corporation has failed to make any publication required by this title, provided the commission has notified the corporation of the intent of the commission to commence a dissolution proceeding for that reason and the corporation has failed to file an affidavit or other appropriate evidence of publication within sixty days after that notice. 6. The corporation's period of duration stated in its articles of incorporation expires. 7. The corporation has failed to comply with section 10-3202, subsection F. 8. Any officer or other representative of the corporation has made any misrepresentation of a material matter in any application, report or other document submitted by the corporation pursuant to chapters 24 through 40 of this title. 9. The commission has not received the notice required by section 10-11403, subsection E within six months after filing articles of dissolution. 10. The corporation has failed to file a certificate of disclosure or answer interrogatories as prescribed in chapters 24 through 40 of this title. 11. The corporation failed to comply with section 10-11623, subsection A.

Source: https://www.azleg.gov/ars/10/11420.htm (accessed 2026-09-28).

A.R.S. § 10-11421(A)–(D)

A. If the commission determines that one or more grounds exist under section 10-11420 for dissolving a corporation, it shall serve the corporation with written notice of its determination under section 10-3504. B. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the commission that each ground determined by the commission does not exist within sixty days after service of the notice is perfected under section 10-3504, the commission shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The commission shall file the original of the certificate and serve a copy on the corporation under section 10-3504. If the corporation that has been dissolved is a utility providing domestic water services or domestic wastewater services and the corporation has been dissolved for at least three years, after notice to interested parties, opportunity for objection and hearing before the commission, the assets of the corporation may be transferred by the commission to a domestic water improvement district or a domestic wastewater improvement district established pursuant to title 48, chapter 6 or to a municipality incorporated pursuant to title 9, chapter 1, on receipt by the commission of a written request from the governing body of the district or municipality. C. Subject to the provisions of section 10-11422 regarding reinstatement, a corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 10-11405 and notify its claimants under sections 10-11406 and 10-11407. If the corporation has not applied for reinstatement within six months after the effective date of the dissolution, the commission shall release the corporate name for use in accordance with chapters 24 through 40 of this title or by a person intending to register the name as a trade name pursuant to title 44, chapter 10, article 3.1. D. The administrative dissolution of a corporation does not terminate the authority of its statutory agent.

Source: https://www.azleg.gov/ars/10/11421.htm (accessed 2026-09-28).

A.R.S. § 10-11422(A)–(D)

A. A corporation administratively dissolved under section 10-11421 may apply to the commission for reinstatement within six years after the effective date of dissolution unless the corporation is a utility providing domestic water services or domestic wastewater services and the assets of the corporation have been transferred to a domestic water improvement district or a domestic wastewater improvement district established pursuant to title 48, chapter 6 or to a municipality incorporated pursuant to title 9, chapter 1. The application shall both: 1. Recite the name of the corporation and the effective date of its administrative dissolution. 2. State that the ground or grounds for dissolution either did not exist or have been eliminated. B. If the commission determines that the application contains the information required by subsection A of this section and that the information is correct, the commission shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation under section 10-3504. C. When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred. D. If another corporation has adopted the name of the corporation or another person has adopted the name of the corporation as a trade name, the application shall be accompanied by articles of amendment that are in accordance with chapter 33, article 1 of this title and that adopt a new name for the corporation that complies with chapter 27, article 1 of this title.

Source: https://www.azleg.gov/ars/10/11422.htm (accessed 2026-09-28).

A.R.S. § 10-3122(A)(8), (13), (16)

A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, in the state general fund the following nonrefundable fees when the documents described in this subsection are delivered to the commission for filing or issuance: Document Fee 1. Articles of incorporation $ 30 2. Application for use of indistinguishable name $ 10 3. Application for reserved name $ 10 4. Notice of transfer of reserved name $ 10 5. Application for registered name $ 10 6. Application for renewal of registered name $ 10 7. Agent's statement of resignation $ 10 8. Amendment of articles of incorporation $ 25 9. Restatement of articles of incorporation with amendment of articles $ 25 10. Statement of merger, interest exchange, conversion, domestication or division if the entity responsible for filing the statement is a nonprofit corporation $100 11. Articles of dissolution $ 25 12. Articles of revocation of dissolution $ 25 13. Application for reinstatement following administrative dissolution or revocation, in addition to other fees and penalties due $ 25 14. Application for authority $150 15. Application for withdrawal $ 25 16. Annual report $ 10

Source: https://www.azleg.gov/ars/10/03122.htm (accessed 2026-09-28).

A.R.S. § 10-3504(D)

D. Notice required to be served on a corporation pursuant to section 10-11421 or 10-11422 may be served: 1. By mail addressed to the statutory agent of the corporation or, if the corporation fails to appoint and maintain a statutory agent, addressed to the known place of business required to be maintained pursuant to section 10-3501. 2. By electronic transmission to the statutory agent or to the corporation, or both. 3. Pursuant to the rules for service of process authorized by the Arizona rules of civil procedure.

Source: https://www.azleg.gov/ars/10/03504.htm (accessed 2026-09-28).

A.R.S. § 10-11405(A)

A. A dissolved corporation continues its corporate existence but shall not carry on any activities except that activity appropriate to wind up and liquidate its affairs, including: 1. Preserving and protecting its assets and minimizing its liabilities. 2. Discharging or making provision for discharging its liabilities and obligations. 3. Disposing of its properties that will not be distributed in kind. 4. Returning, transferring or conveying assets held by the corporation on a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition. 5. Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws. 6. If no provision has been made in its articles of incorporation or bylaws for distribution of assets on dissolution and the corporation is organized for charitable, religious, eleemosynary, benevolent, educational or similar purposes, to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation. 7. If no provision has been made in its articles of incorporation or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefitting or serving. 8. Doing every other act necessary to wind up and liquidate its assets and affairs.

Source: https://www.azleg.gov/ars/10/11405.htm (accessed 2026-09-28).

A.R.S. § 10-11622

A. Each domestic corporation and each foreign corporation authorized to conduct affairs in this state shall deliver to the commission for filing an annual report that sets forth 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 agent in this state. 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 set forth in section 10-3202, subsection D. 8. A statement that all corporate income tax returns required by title 43 have been filed with the department of revenue. B. A unit owners' association that is subject to title 33, chapter 9 or a planned community association that is subject to title 33, chapter 16 shall attach to and submit with the annual report a separate statement containing the name of the designated agent or management company for the association, the address for the association and the telephone number, e-mail address and website if any and fax number if any of the association or its designated agent or management company. Unit owners' associations and planned community associations shall file an amended statement reflecting changes in designated agent or management company within thirty days of any change. C. The information in the annual report and the separate statement that is prescribed by subsection B of this section shall be current as of the date the annual report and separate statement are executed on behalf of the corporation. D. The annual report for all corporations shall be delivered to the commission for filing, and the annual fee shall be paid on or before the date assigned by the commission. The commission may stagger the annual report filing date for all corporations and adjust the annual fee on a pro rata basis. The corporation shall deliver the annual report to the commission for filing each subsequent year in the anniversary month on the date assigned by the commission. If a corporation is unable to file the annual report required by this section on or before the date prescribed by this section, the corporation may file, but only on or before this date, a written request with the commission for an extension of time, not to exceed six months, in which to file the annual report. The request for an extension of time shall be accompanied by the annual registration fee required by law. After filing the request for an extension of time and on receipt of the annual registration fee, the commission shall grant the request. E. If an annual report does not contain the information requested by this section, the commission shall promptly notify the reporting domestic or foreign corporation in writing and shall return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the commission within thirty days after the effective date of notice, it is deemed to be timely filed. F. Any corporation that is exempt from the requirement of filing an annual report shall deliver annually a certificate of disclosure that contains the information set forth in section 10-3202, subsection D and that is executed by any two executive officers or directors of the corporation on or before May 31. If the certificate is not delivered within ninety days after the due date of the annual report or within ninety days after May 31 in the case of any corporation that is exempt from the requirement of filing an annual report, the commission shall initiate administrative dissolution of that corporation or revoke the application for authority of that corporation pursuant to chapters 24 through 40 of this title.

Source: https://www.azleg.gov/ars/10/11622.htm (accessed 2026-09-28).