Corporation Voluntary Dissolution and Closure Packet

ARIZONA CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent domestic for-profit corporation. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, nonprofit corporation, regulated entity, merger, or unresolved authority or ownership dispute.

Separate systems remain separate. Arizona dissolution does not itself close federal tax, payroll, licenses, bank accounts, contracts, benefit plans, insurance, or foreign registrations.

Use this packet with the universal board resolution and universal plan of dissolution and liquidation, customized to the Arizona gates below.

1. ENTITY AND ROUTE CHECK

☐ Commission record, articles, bylaws, stock ledger, shareholder agreements, and board records reviewed.

☐ Tax, fee, penalty, and annual-report status checked separately.

2. ARIZONA AUTHORIZATION GATE

Select the route:

☐ Incorporator or initial-director route — § 10-1401. No shares were issued or business was not commenced; a majority of incorporators or initial directors authorized dissolution; no debt remains unpaid; and remaining net assets were distributed if shares were issued.

☐ Board and shareholder route — § 10-1402. The board proposed dissolution and recommended it unless documented special circumstances justified no recommendation. Unless a greater or voting-group requirement applies, a majority of all votes entitled to be cast approved.

If approval occurs at a meeting, every shareholder must receive § 10-705 notice, whether or not entitled to vote, stating that dissolution will be considered.

Approval record

☐ Every articles, bylaws, voting-group, class, series, notice, and agreement requirement satisfied.

3. ARTICLES OF DISSOLUTION

Under § 10-1403, the articles must state the corporate name, authorization date, shareholder vote totals or sufficient undisputed votes, and separate voting-group results where required. The corporation dissolves on the articles' effective date.

The filing is not complete until the Commission receives the required Department of Revenue tax notices/certificate and all fees, penalties, and costs are paid. Within 60 days after approval, either the articles must be published or the Commission must input the approval information into the statutory database under § 10-1403(D).

☐ Current Commission Articles of Dissolution and cover sheet prepared.

☐ Department of Revenue clearance/notice requirements confirmed complete.

☐ Publication-versus-database route confirmed and documented.

☐ Filing acceptance and effective date retained.

As of 2026-07-29, the Arizona Corporation Commission lists an Articles of Dissolution form and requires a cover sheet. This packet states no fee or processing time; verify the current form and filing instructions immediately before submission.

4. WINDING UP

Under § 10-1405, the dissolved corporation continues only to collect assets, dispose of property, discharge or provide for liabilities, distribute remaining property, and take other necessary winding-up acts.

☐ Ordinary business stopped except for authorized winding-up activity.

☐ Assets, debts, taxes, payroll, benefits, contracts, litigation, guarantees, liens, contingent claims, and records inventoried.

☐ Liabilities paid or adequately provided for before shareholder distributions.

Do not improvise a claims-cutoff notice. Use a separate statutory claims route only after counsel verifies every content, delivery, deadline, and consequence requirement.

5. SEPARATE CLOSURE WORK

☐ Final payroll, wage, benefit, federal and state tax, and information-return work completed or assigned.

☐ Licenses, permits, assumed names, contracts, insurance, subscriptions, utilities, and financial accounts separately closed or transferred.

☐ Foreign registrations separately withdrawn.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

6. FINAL CLOSURE CERTIFICATE

The undersigned certifies that approvals, articles, tax coordination, winding-up work, liability provision, distributions, and separate closure tasks are documented in the closing file.

Authorized officer/director: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Arizona Legislature — § 10-1401
• Arizona Legislature — § 10-1402
• Arizona Legislature — § 10-1403
• Arizona Legislature — § 10-1405
• Arizona Corporation Commission — corporation forms

Statutes and filing route verified 2026-07-29; recheck official filing instructions immediately before submission.