Fill and Sign the Arizona Dissolve Corporation Form

CORPORATE DISSOLUTION PACKAGE: STATE OF ARIZONA Electronic Version STATUTORY REFERENCE ARIZONA REVISED STATUTES, §§ 10-1401 through 10-1440 INTRODUCTORY NOTES AND LAW SUMMARY In Arizona, a corporation may be dissolved voluntarily, administratively, or judicially. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. If a corporation has not issued shares or has not commenced business, then a majority of the incorporators or initial directors may dissolve the corporation by filing Articles of Dissolution with the Arizona Corporation Commission. Additionally, the Board of Directors of a corporation may propose dissolution for submission to the shareholders. For the Board's proposal to be adopted, the Board must recommend dissolution to the shareholders - unless the Board determines that, because of conflict of interest or other special circumstances, it should make no recommendation and advises the shareholders of the basis for its determination. Then, the shareholders entitled to vote must approve the proposal to dissolve. Unless the articles of incorporation or the Board requires a greater vote or a vote by voting groups, for the proposal to dissolve to be adopted, must be approved by a majority of all of the votes entitled to be cast on the Board's proposal. The Board may condition its submission of the proposal for dissolution on any basis. The corporation must notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must state that the purpose (or one of the purposes) of the meeting is to consider dissolving the corporation. A corporation is dissolved on the effective date of its articles of dissolution. The articles of dissolution are not considered complete until the commission receives a notice from the Department of Revenue confirming that any and all taxes levied pursuant to Title 42, Chapter 5, Article 1 (Transaction Privilege and Affiliated Excise Taxes) due by the corporation have been paid or that the corporation is not subject to those taxes. Articles of dissolution are not considered complete until all fees, penalties and costs required to be paid have been paid and the Commission has received an affidavit that a copy of the articles of dissolution has been published. A dissolved corporation continues its corporate existence but cannot carry on any business except that business appropriate to wind up and liquidate its business and affairs, including: 1. Collecting its assets. 2. Disposing of its properties that will not be distributed in kind to its shareholders. 3. Discharging or making provisions for discharging its liabilities. 4. Distributing its remaining property among its shareholders according to their interests. 5. Doing every other act necessary to wind up and liquidate its business and affairs. Dissolution of a corporation does not: 1. Transfer title to the corporation's property. 2. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records. 3. Subject its directors or officers to standards of conduct different from those prescribed under Arizona general corporation law. 4. Change quorum or voting requirements for its board of directors or shareholders, change provisions for selection, resignation or removal of its directors or officers, or both, or change provisions for amending its bylaws. 5. Prevent commencement of a proceeding by or against the corporation in its corporate name or any officers, directors or shareholders or affect applicable statutes of limitation. 6. Abate or suspend a proceeding pending by or against the corporation or any officers, directors or shareholders on the effective date of dissolution. 7. Terminate the authority of the statutory agent of the corporation. A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution. The written notice must: 1. Describe information that shall be included in a claim. 2. Provide a mailing address where a claim may be sent. 3. State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim. 4. State that the claim will be barred if not received by the deadline. A claim against the dissolved corporation is barred: 1. If a claimant who was given written notice under subsection B does not deliver the claim to the dissolved corporation by the deadline. OR 2. If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. A "claim" does not include a contingent claim. However, a claim that is contingent as of the effective date of dissolution but later ripens into a known claim or a claim based on an event occurring after the effective date of dissolution may be disposed of by the dissolved corporation by noticing the claimant as set out above. If there are potential unknown claims against the corporation, the corporation may publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. The notice must: 1. Be published one time in a newspaper of general circulation in the county where the dissolved corporation's known place of business is or was last located. 2. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent. 3. State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice. If the corporation publishes a newspaper notice, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice: 1. A claimant who did not receive written notice under section 10-1406. 2. A claimant whose claim was timely sent to the dissolved corporation but not acted on. 3. A claimant whose claim is contingent or based on an event occurring after the effective date of the dissolution. A claim, including a contingent claim or a claim based on an event occurring after the effective date of dissolution, may be enforced under this section either: 1. Against the dissolved corporation to the extent of its undistributed assets. OR 2. If the assets have been distributed, against a shareholder of the dissolved corporation to the extent of that shareholder's pro rata share of the claim or the corporate assets distributed to him in liquidation, whichever is less . A shareholder's total liability for all claims cannot exceed the total amount of assets distributed to him. Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who either cannot be found or who is not competent to receive them and does not have a legal representative who is legally competent to receive them must be reduced to cash and deposited with the unclaimed property division of the Department of Revenue for safekeeping. STEPS AND GUIDELINES TO DISSOLVE AN ARIZONA CORPORATION Step 1. See FORM 1 - SUBMISSION COVER SHEET (download this form below) You must file a SUBMISSION COVER SHEET with EACH document filed with the Arizona Corporation Commission. Step 2: See FORM 2 - ARTICLES OF DISSOLUTION (BY INCORPORATORS OR INITIAL DIRECTORS) If the corporation has not issued stock or has not commenced business, then this form should be completed as follows (If the corporation has issued stock or commenced business, got to Step 3.): 1. Provide the name of the corporation. 2. Provide the date on which the corporation was formed. 3. Indicate either that none of the corporation's shares has been issued or that the corporation has not commenced business. 4. There is nothing to add to this section. 5. There is nothing to add to this section. 6. There is nothing to add to this section. 7. Have an incorporator or a director sign and date the Articles. Have that signature acknowledged. 8. There is a $25.00 filing fee. 9. File the original and one copy. Mail the original and one copy of the ARTICLES OF DISSOLUTION and the SUBMISSION COVER SHEET to: Arizona Corporation Commission Corporate Filings Section 1300 West Washington Phoenix, AZ 85007 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. See FORM 3 - TRANSMITTAL LETTER Step 3: If the corporation has issued stock or has commenced business, follow the following procedures: 1. Have the Board adopt a resolution recommending the dissolution of the corporation to the shareholders SEE FORM A - RESOLUTION OF DIRECTORS 2. Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING 3. At the special Meeting the shareholders must approve the resolution. In the alternative, the shareholders can sign a Written Consent. SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS 4. SEE FORM 4 - ARTICLES OF DISSOLUTION 1. Provide the name of the corporation. 2. Provide the date on which the dissolution was authorized. 3. Indicate the results of the shareholders' votes on the Board's resolution to dissolve the corporation. 4. Provided the date the Certificate is being signed. 5. Have an officer or a director sign and date the Articles. 6. The filing fee is $25.00. 7. File the original and one copy. Mail the original and one copy of the ARTICLES OF DISSOLUTION, the filing fee, and the SUBMISSION COVER SHEET to: Arizona Corporation Commission Corporate Filings Section 1300 West Washington Phoenix, AZ 85007 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 3 - TRANSMITTAL LETTER Step 4: Once the corporation has been dissolved, in order to dispose of or limit all claims against the corporation, you must complete the dissolution by doing the following (See introduction above for details regarding these requirements ) : 1. You MUST mail a notice to all known claimants. SEE FORM 5 . 2. You must publish a notice to unknown claimants in order to eliminate any potential liability from this source. SEE FORM 6 ( this form is similar to Form 5, but it is not the same and includes important statutory differences and requirements). The Notice must be published one time in a newspaper of general circulation in the county where the dissolved corporation's known place of business is or was last located. Step 5: Dissolution is not considered complete until the Commission has received a notice from the Arizona Department of Revenue to the effect that the tax levied under Title 42, Chapter 8, Article 1 against the corporation has been paid or until it is notified by the Department of Revenue that the applicant is not subject to the tax and further has received from the Department of Revenue its certificate issued pursuant to §43-1151. The certificate must be requested in writing by a corporate officer. Provide your corporate identification number, your employer identification number, and your sales tax license number or the type of business which exempts you from sales tax. The department will respond directly to you within thirty days from your written request. You may contact the Department of Revenue at: Arizona Department of Revenue Special Collection Section 1600 West Monroe Phoenix, Arizona 85007 Step 6: Dissolution is not be considered complete until the Commission has received an affidavit evidencing that a copy of the Articles of Dissolution has been published in a newspaper of general circulation in the county of the known place of business in Arizona for three (3) consecutive publications. This affidavit is usually provided by the newspaper making the publication. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _________________________________________________________, an Arizona corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of __________________________________________________________, an Arizona corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, an Arizona corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 1 SUBMISSION COVER SHEET Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/AZ/AZ-coversheet.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FORM 2 ARTICLES OF DISSOLUTION (BY INCORPORATORS OR INITIAL DIRECTORS) This form has now been consolidated with Form 4. Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/AZ/AZ-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FORM 3 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date: Arizona Corporation Commission Corporate Filings Section 1300 West Washington Phoenix, AZ 85007 Re: Articles of Dissolution Dear Sir: Enclosed please find an original and one copy of Articles of Dissolution along with the total filing fee, if applicable. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________ FORM 4 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/AZ/AZ-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FORM 5 NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that a Certificate of Dissolution to dissolve ______________________________________________________________________________ (name of corporation), an Arizona corporation with its office at ______________________________________________________________________________ (address of office), has been filed with the Arizona Corporation Commission in accordance with the laws of the State of Arizona. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________ (this date can be no earlier than 120 days from the date of this notice). All claims will be barred if not received by this date. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 6 PUBLICATION NOTICE (NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS) NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that a Certificate of Dissolution to dissolve ______________________________________________________________________________ (name of corporation), an Arizona corporation with its office at ______________________________________________________________________________ (address of office), has been filed with the Arizona Corporation Commission in accordance with the laws of the State of Arizona. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________ (this date can be no earlier than 120 days from the date of the publication of this notice). All claims will be barred if not received by this date unless a proceeding to enforce the claim is commenced within 5 years after the publication of this notice. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title