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Arizona Dissolution Package to Dissolve Corporation

Phoenix Arizona Dissolution Package to Dissolve Corporation

Category:

Corporations - Dissolution

State:

Arizona

City:

Phoenix

Control #:

AZ-DP-0001

Format:

Instant download

Description

The dissolution of a corporation package contains all forms to dissolve a corporation in Arizona, step by step instructions, addresses, transmittal letters, and other information.

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FAQ

A corporate dissolution may be ordered by the Court of Common Pleas to protect shareholders' investments. This may happen when three conditions exist: The directors of the company have engaged in illegal or fraudulent activities. Assets of the company have been spent unwisely or otherwise wasted.

Dissolution of a Corporation is the termination of a corporation, either a) voluntarily by resolution, paying debts, distributing assets, and filing dissolution documents with the Secretary of State; or b) by state suspension for not paying corporate taxes or some other action of the government.

The first step in dissolving a corporation usually involves having your board of directors and shareholders vote to approve the dissolution. Under most state rules, you start by holding a meeting of the board of directors to vote on a resolution to approve the dissolution of the corporation.

6 Steps to Dissolve a Corporation #1 ? Seek Approval from the Board of Directors and Shareholders. First, hold a meeting with the board of directors.#2 ? File Articles of Dissolution.#3 ? Finalize Taxes.#4 ? Notify Creditors.#5 ? Liquidate and Distribute Assets.#6 ? Wrap Up Operations.

The business entity must: File the appropriate dissolution, surrender, or cancellation form(s) with the SOS within 12 months of filing the final tax return....Requirements for SOS File all delinquent tax returns. Pay all delinquent tax balances, including penalties, fees, and interest. File a revivor request form.

How to dissolve a business in 7 steps Step 1: Get approval of the owners of the corporation or LLC.Step 2: File the Certificate of Dissolution with the state.Step 3: File federal, state, and local tax forms.Step 4: Wind up affairs.Step 5: Notify creditors your business is closing.Step 6: Settle creditors' claims.

Dissolution. The first step to closing up shop is receiving shareholder approval to formally close the corporation. The board of directors should adopt a resolution to dissolve the corporation and receive approval for the action.

In most cases, a simple majority vote is sufficient to pass the resolution for corporate dissolution. The Board needs to develop a plan of dissolution once the shareholders approve the dissolution.

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Arizona Dissolution Package to Dissolve Corporation

ARIZONA CORPORATE DISSOLUTION

STATUTORY REFERENCE

ARIZONA REVISED STATUTES, Â§Â§ 10-1401 through 10-1440

In Texas, a corporation may be dissolved voluntarily, administratively, or judicially.

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.Â 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.Â 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.Â 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.Â 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.Â 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.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

Arizona Dissolution Package to Dissolve Corporation

ARIZONA CORPORATE DISSOLUTION

STATUTORY REFERENCE

ARIZONA REVISED STATUTES, Â§Â§ 10-1401 through 10-1440

In Texas, a corporation may be dissolved voluntarily, administratively, or judicially.

The Board may condition its submission of the proposal for dissolution on any basis.

A corporation is dissolved on the effective date of its articles of dissolution.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

Phoenix Arizona Dissolution Package to Dissolve Corporation

Description

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How to fill out Arizona Dissolution Package To Dissolve Corporation?

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FAQ

Why would someone dissolve a corporation?

How a corporation is terminated?

What is the first step that must be taken in the dissolution of a corporation?

How do you take down a corporation?

What is involved in dissolving a corporation?

How do I dissolve my C Corp?

What is the process of dissolving a corporation?

What is the first step that must be taken to terminate a corporation?

What can dissolve a corporation?

Are corporations easy to dissolve?

Interesting Questions

What is a Phoenix Arizona Dissolution Package?

Why would I need to dissolve my corporation3873?

What are the steps involved in dissolving a corporation3873 in Phoenix?

What are the requirements to dissolve my corporation3873 in Phoenix?

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What happens to the assets and debts of my corporation3873 during the dissolution process?

Trusted and secure by over 3 million people of the world’s leading companies

Phoenix Arizona Dissolution Package to Dissolve Corporation

Description

Related forms

Viewed forms

How to fill out Arizona Dissolution Package To Dissolve Corporation?

Form popularity

FAQ

Why would someone dissolve a corporation?

How a corporation is terminated?

What is the first step that must be taken in the dissolution of a corporation?

How do you take down a corporation?

What is involved in dissolving a corporation?

How do I dissolve my C Corp?

What is the process of dissolving a corporation?

What is the first step that must be taken to terminate a corporation?

What can dissolve a corporation?

Are corporations easy to dissolve?