Nonprofit Corporation Voluntary Dissolution Filing Requirements in Arizona

At a glance

Requirements one by one

Governing law and agency

Sections 10-11401 through 10-11405 govern voluntary dissolution under Arizona’s nonprofit corporation provisions. Section 10-3120 supplies general commission filing requirements; special requirements in another section can add to or vary them.

Direct dissolution before activities or without voting members

Section 10-11401 permits a majority of incorporators or initial directors to act if activities have not commenced. The board’s direct route also reaches corporations without members or without members entitled to vote on dissolution. A corporation does not have to be inactive to meet either of those member-based conditions.

Board action

For the voting-member route, § 10-11402 requires a recommendation unless the board determines that a conflict or other special circumstances justify withholding it and communicates its basis. Section 10-3824 ordinarily makes a majority of directors present the board’s act with a quorum; the default quorum depends on fixed or variable board size, and the governing documents can alter it as specified there.

Member votes and alternatives

Section 10-11402 uses the lower of the majority-of-votes-cast and majority-of-voting-power thresholds unless the articles or board impose the stated variations. Section 10-3722’s default quorum counts one-tenth of votes entitled to be cast, with governing-document variations.

Written consent under § 10-3704 ordinarily requires members holding at least a majority of voting power, signed consents retained in corporate records, and notice to members who did not sign. Its special effective-time provision can delay action where unanimous voting-member consent is used and nonvoters are entitled to proposed-action notice. Written ballots under § 10-3708 go to every eligible voter and must meet quorum and meeting-equivalent approval thresholds; solicitation gives a response deadline at least three days after delivery. Section 10-11402 also requires the dissolution plan or summary with either solicitation.

Notice, plan, and outside approval

Section 10-11402 requires notice to each member, including nonvoters, with the dissolution purpose and a plan copy or summary. Section 10-3705 ordinarily requires delivery 10–60 days before the meeting. Both approval routes require a plan identifying the recipients of assets after creditors are paid; applicable third-person approval must be written.

Articles and signature

Section 10-11403 requires the name, authorization date, and statement of duly authorized member or board action and applicable approvals. Section 10-3120 requires signer name/capacity and governs ordinary execution, including an officer or applicable fiduciary. The direct-route articles under § 10-11401 instead expressly require execution by an incorporator or director with an acknowledged signature, along with the incorporation date and eligibility statement. Its specific acknowledgment rule matters even though general filings need not be acknowledged.

Fee and effective time

Section 10-3122 charges $25 for articles of dissolution. Section 10-3123 makes effective time relate to delivery once legal filing requirements are met. A permitted delayed date is at most 90 days after delivery; if only the date is specified, the time is 12:01 a.m. Mountain Standard Time. Ineffective delivery is not an accepted dissolution filing.

Revocation

Section 10-11404 permits revocation within 120 days after the effective dissolution. It requires revocation articles and a copy of the dissolution articles, specifying the name, dissolution effective date, revocation authorization date, and the applicable approval route. The ordinary original approval process applies unless the dissolution authorization reserved board-only reversal. Effective revocation relates back to dissolution; § 10-3122 charges $25.

Continuing powers and restricted assets

Section 10-11405 permits preservation, liability provision, disposition, and other liquidation acts. Return conditions remain operative. Its governing-document and charitable-recipient provisions are subject to their stated legal and contractual limits; the table does not decide a particular distribution.

What trips people up

Section 10-11403 treats the articles as incomplete until required charges are paid and the specified Department of Revenue tax notice and certificate reach the commission. Tax-exempt status alone does not replace those statutory completion steps. Within 60 days after commission approval, either publication or the commission database entry must occur. Section 10-130 limits the corporation database route to a known place of business in a county with more than 800,000 people. A corporation outside that database category follows the publication requirement in § 10-11403.

Common questions

Does delivery suspend an annual report coming due? Section 10-11403 suspends reports due on or after first delivery for six months. If approval does not occur or the specified administrative dissolution occurs, past reports and fees are owed as if the suspension never happened.

Can a pending lawsuit continue? Yes. Section 10-11405 preserves pending proceedings and permits proceedings in the corporate name. It also preserves the statutory agent’s authority.

Statutes and sources

Ariz. Rev. Stat. § 10-11401

A. A majority of the incorporators or initial directors of a corporation that has not commenced activities or the board of directors of a corporation that has no members or has no members entitled to vote on dissolution or that has not commenced activities may dissolve the corporation by delivering to the commission for filing articles of dissolution. An incorporator or a director, whose signature shall be acknowledged, shall execute the articles of dissolution, and the articles shall set forth all of the following: 1. The name of the corporation. 2. The date of its incorporation. 3. Either: (a) That the corporation has no members. (b) That the corporation has no members entitled to vote on dissolution. (c) That the corporation has not commenced activities. 4. That the dissolution was duly authorized by act of the board of directors or a majority of the incorporators or initial directors and, if required by section 10-11030, act of any other persons. B. The board of directors, incorporators or initial directors in approving the dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. C. Authorization of dissolution pursuant to this section shall require the approval in writing by any person or persons whose approval is required for dissolution.

Official text (accessed 2026-09-29).

Ariz. Rev. Stat. § 10-11402

A. If the members of the corporation are entitled to vote on dissolution, a corporation's board of directors may propose dissolution for submission to the members. B. For a proposal to dissolve to be adopted all of the following shall have occurred: 1. The board of directors shall recommend dissolution to the members, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members. 2. The members entitled to vote shall approve the proposal to dissolve as provided in subsection E or F of this section. 3. Each person whose approval is required by the articles of incorporation for dissolution shall approve the plan in writing. C. The board of directors may condition its submission of the proposal for dissolution on any basis. D. The corporation shall notify each member of the proposed membership meeting in accordance with section 10-3705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation and shall contain or be accompanied by a copy or summary of the plan of dissolution. E. Unless the articles of incorporation or the board of directors acting pursuant to subsection C of this section requires a greater vote or voting by class, in order to adopt the proposal to dissolve a majority of the votes cast or a majority of the voting power, whichever is less, shall approve the proposal to dissolve. F. If the board of directors submits the dissolution for member action by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. G. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official text (accessed 2026-09-29).

Ariz. Rev. Stat. § 10-11403

A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the commission articles of dissolution setting forth all of the following: 1. The name of the corporation. 2. The date dissolution was authorized. 3. A statement that the dissolution was duly authorized by an act of the members or an act of the board of directors and, if applicable, with the approval required pursuant to section 10-11402. B. A corporation is dissolved on the effective date of its articles of dissolution. C. The articles of dissolution shall not be considered complete until all fees, penalties and costs required to be paid under this title have been paid. D. Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the articles of dissolution shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130. E. The articles of dissolution are not complete until the commission has received a notice from the department of revenue that the tax levied under title 42, chapter 5, article 1 against the corporation has been paid, or until the department of revenue notifies the commission that the corporation is not subject to the tax and the commission has received from the department of revenue a certificate issued by the department of revenue pursuant to section 43-1151. F. Notwithstanding subsection C of this section, if an annual report becomes due on or after the first date on which the articles of dissolution are delivered to the commission for filing, the annual report requirement prescribed in section 10-11622 is suspended for a period of six months after the first date on which the articles of dissolution are delivered to the commission for filing. On the expiration of the six-month suspension, if the articles of dissolution are not approved for filing or if the corporation is administratively dissolved pursuant to section 10-11420, paragraph 9, all past due annual reports required by section 10-11622, together with fees, are owed as if the suspension never occurred.

Official text (accessed 2026-09-29).

Ariz. Rev. Stat. § 10-11404

A. A corporation may revoke its dissolution within one hundred twenty days of its effective date. B. Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. C. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the commission for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth all of the following: 1. The name of the corporation. 2. The effective date of the dissolution that was revoked. 3. The date that the revocation of dissolution was authorized. 4. If the corporation's board of directors, or its incorporators or initial directors, revoked the dissolution a statement to that effect. 5. If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization. 6. If member or third person action was required to revoke the dissolution, a statement that revocation was permitted by act of the members and act of each third person, as applicable. D. Revocation of dissolution is effective on the effective date of the articles of revocation of dissolution. E. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.

Official text (accessed 2026-09-29).

Ariz. Rev. Stat. § 10-11405

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. B. Dissolution of a corporation does not: 1. Transfer title to the corporation's property, except as provided in section 10-11421. 2. Subject its directors or officers to standards of conduct that are different from those prescribed in chapter 31 of this title. 3. Change quorum or voting requirements for its board of directors or members, change provisions for selection, resignation or removal of its directors or officers, or both, or change provisions for amending its bylaws. 4. Prevent commencement of a proceeding by or against the corporation in its corporate name or any officers, directors or members or affect applicable statutes of limitations. 5. Abate or suspend a proceeding pending by or against the corporation or any officers, directors or members on the effective date of dissolution. 6. Terminate the authority of the statutory agent of the corporation.

Official text (accessed 2026-09-29).

Ariz. Rev. Stat. § 10-3120

A. In order to qualify for filing by the commission, a document shall satisfy the requirements of this section and any other section of chapters 24 through 42 of this title that adds to or varies these requirements. F. The document shall be executed: 1. By the presiding officer or its board of directors of a domestic or foreign corporation, its president or by another of its officers. 2. If directors have not been selected or the corporation has not been formed, by an incorporator. 3. If the corporation is in the hands of a receiver, trustee or other court appointed fiduciary, by that fiduciary. G. The document shall state the name of each person who signs it and the capacity in which each person signs. The document may but need not contain: 1. The corporate seal. 2. An attestation by the secretary or an assistant secretary. 3. An acknowledgment, verification or proof. H. If the commission has prescribed a mandatory form for the document under section 10-3121, the document shall be in or on the prescribed form.

Official text (accessed 2026-09-29).

Ariz. Rev. Stat. § 10-3122

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: 11. Articles of dissolution $ 25 12. Articles of revocation of dissolution $ 25

Official text (accessed 2026-09-29).

Ariz. Rev. Stat. § 10-3123

A. Except as provided in subsections B and C of this section, a document delivered to the commission for filing is effective when the document is delivered to the commission for filing. B. A document may specify a delayed effective time or date, or both, and if so, the document is effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at 12:01 a.m. mountain standard time on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is delivered. C. Subject to section 10-3124, if the commission determines that the requirements of chapters 24 through 40 of this title for filing have not been met, the document shall not be filed and, except as provided in section 10-3203, the delivery of the document is ineffective. If the commission determines that the requirements for filing have been met, the commission shall file the document as provided in section 10-3125 and the filing is effective as of the date and time determined pursuant to subsection A or B of this section.

Official text (accessed 2026-09-29).

Ariz. Rev. Stat. § 10-3705

A. Except as provided in section 33-2208, a corporation shall notify members of the date, time and place of each annual, regular and special members' meeting at least ten days but not more than sixty days before the meeting date. Unless chapters 24 through 40 of this title or the articles of incorporation or bylaws require otherwise, the corporation shall give notice only to members entitled to vote at the meeting.

Official text (accessed 2026-09-29).

Ariz. Rev. Stat. § 10-3824

A. Unless the articles of incorporation or bylaws require a different number, a quorum of a board of directors consists of either: 1. A majority of the fixed number of directors if the corporation has a fixed board size. 2. A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable range size board. B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of at least one-third of the fixed or prescribed number of directors determined under subsection A. C. The articles of incorporation or bylaws may specify that, if a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more directors. D. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.

Official text (accessed 2026-09-30).

Ariz. Rev. Stat. § 10-3722

Unless chapters 24 through 40 of this title or the articles of incorporation provide for a higher or lower quorum the bylaws may provide the number or percentage of members entitled to vote, present or represented by proxy, or the number or percentage of votes entitled to be cast by members present or represented by proxy, that shall constitute a quorum at a meeting of members. In the absence of that provision, members, present or represented by proxy, holding one-tenth of the votes entitled to be cast, shall constitute a quorum.

Official text (accessed 2026-09-30).

Ariz. Rev. Stat. § 10-3704

A. The members may approve any action that is required or permitted by chapters 24 through 40 of this title and that requires the members' approval without a meeting of members if the action is approved by members holding at least a majority of the voting power, unless the articles of incorporation, bylaws or chapters 24 through 40 of this title require a different amount of voting power. The action shall be evidenced by one or more written consents describing the action taken, signed by those members representing at least the requisite amount of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. B. If not otherwise fixed under section 10-3703 or 10-3707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection A of this section. C. The consent signed under this section has the effect of a meeting vote and may be described as such in any document. D. Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. E. Unless otherwise specified in the consent or consents, the action is effective on the date that the consent or consents are signed by the last member whose signature results in the requisite amount of the voting power, except that if chapters 24 through 40 of this title require notice of proposed actions to members who are not entitled to vote in the action and the action is to be taken by unanimous consent of the members entitled to vote, the effective date is not before ten days after the corporation gives its members not entitled to vote written notice of the proposed action. The notice shall contain or be accompanied by the same material that under chapters 24 through 40 of this title would have been sent to members not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the members for action.

Official text (accessed 2026-09-30).

Ariz. Rev. Stat. § 10-3708

A. Unless prohibited or limited by the articles of incorporation or bylaws, any action that the corporation may take at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. B. A written ballot shall: 1. Set forth each proposed action. 2. Provide an opportunity to vote for or against each proposed action. C. Approval by written ballot pursuant to this section is valid only if both: 1. The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action. 2. The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. D. All solicitations for votes by written ballot shall: 1. Indicate the number of responses needed to meet the quorum requirements. 2. State the percentage of approvals necessary to approve each matter other than election of directors. 3. Specify the time by which a ballot must be delivered to the corporation in order to be counted, which time shall not be less than three days after the date that the corporation delivers the ballot.

Official text (accessed 2026-09-30).

Ariz. Rev. Stat. § 10-130

A. The commission has the power and authority reasonably necessary to enable it to administer this title efficiently and to perform the duties imposed on it by this title, including the power and authority to make rules for those purposes. B. The commission shall establish and maintain a database for documents filed pursuant to sections 10-203, 10-1006, 10-1007, 10-1008, 10-1105, 10-1403, 10-1503, 10-1520, 10-2077, 10-2143, 10-3203, 10-11006, 10-11007, 10-11008, 10-11105, 10-11403, 10-11503, 10-11520, 29-633, 29-635, 29-754, 29-3201, 29-3202 and 29-4005. The database shall only include documents that are filed for a corporation with a known place of business that is located in a county with a population of more than eight hundred thousand persons and for a limited liability company whose statutory agent's street address is located in a county with a population of more than eight hundred thousand persons. The commission shall post the database on its website to allow the public to search for business information, including an entity's name, approval date and county of the known place of business. The information must be maintained in the database for at least ninety days. The commission may not charge a fee to any entity for information entered into the database pursuant to this subsection.

Official text (accessed 2026-09-30).

Arizona Corporation Commission, Form C022, tax clearance instructions

Every corporation, including tax-exempt nonprofits, must obtain a Certificate of Compliance before the Arizona Corporation Commission can approve the dissolution.

Official text (accessed 2026-09-29).