Guide to filing Articles of Dissolution in Arizona with required details, approval steps, signature rules, and A.C.C. filing instructions.

Guide to Filing Articles of Dissolution in Arizona

Filing the Articles of Dissolution in Arizona is a required legal process for any corporation that intends to formally end its existence under state law. Understanding the required information, approval procedures, and submission rules set by the Arizona Corporation Commission (A.C.C.) ensures that your dissolution is completed accurately and without unnecessary delays.

Articles of Dissolution Corporation in Arizona

The Articles of Dissolution for a corporation in Arizona is the required legal filing submitted to the Arizona Corporation Commission (A.C.C.) to formally end a corporation’s existence. This document must include the exact Entity Name as shown in A.C.C. records, the Date of Incorporation, and the Date on which Dissolution was Authorized.

Depending on the corporation’s status, a Tax Clearance Certificate (Certificate of Compliance) from the Arizona Department of Revenue may also be required. The form must be signed by an authorized individual who certifies compliance with Arizona law, and all documents filed with the A.C.C. become public record and open for public inspection.

Required Information for Filing Articles of Dissolution

When filing the Articles of Dissolution with the Arizona Corporation Commission (A.C.C.), corporations are required to provide specific information exactly as outlined in the official form.

Articles of Dissolution Corporation in Arizona

• Entity Name – must match A.C.C. records

The Entity Name must match A.C.C. records exactly as currently listed. This includes correct spelling, punctuation, and corporate designators. Any difference between the submitted name and official A.C.C. records may delay processing or result in rejection, so corporations must ensure complete accuracy.

• Date of Incorporation

The Date of Incorporation identifies when the corporation was officially formed and recorded by the A.C.C. Providing the correct date allows the Commission to verify the corporation’s legal timeline and confirm eligibility for dissolution. This date should match the original formation documents on file.

• Date on which Dissolution was Authorized

The Date on which Dissolution was Authorized reflects the exact day the corporation approved its dissolution through the proper governing body whether incorporators, directors, shareholders, voting groups, or members. This date confirms that the dissolution complies with statutory approval requirements.

• Note that all filed documents become public record

All documents filed with the A.C.C., including the Articles of Dissolution, become public record and are open for public inspection. Because of this transparency, corporations should review all information carefully before filing. The A.C.C. also notes that its forms contain only minimum statutory requirements, so legal counsel may be advisable.

Tax Clearance Certificate (Certificate of Compliance) Requirements

The Articles of Dissolution require corporations to indicate whether a Certificate of Compliance from the Arizona Department of Revenue is required. This depends on whether the corporation has commenced business, issued shares, or, for nonprofits, whether it has commenced activities or has members.

1. When a Certificate of Compliance IS Required

This dissolution WILL require a Certificate of Compliance when the corporation has already begun operations or has members involved in the dissolution process.

• For-profit corporations that have commenced business or issued shares must obtain the Certificate of Compliance.
• Nonprofit corporations must obtain it if they have commenced activities, have members, or have members entitled to vote on dissolution.
• The signature must be from an officer or Chairman of the Board.

2. When a Certificate of Compliance IS NOT Required

This dissolution WILL NOT require a Certificate of Compliance when the corporation has not started operating or has no members involved.

• For-profit corporations that have not commenced business or have not issued shares may check this option.
• Nonprofit corporations may check this option if they have not commenced activities, do not have members, or do not have members entitled to vote on dissolution.
• The signature must be from an initial director, nonprofit director, or incorporator.

Dissolution Approval Requirements for For-Profit Corporations

For-profit corporations that indicate they require a Certificate of Compliance must complete Section 5 of the form. This section documents how the dissolution was approved and, when necessary, provides detailed voting information. The form outlines multiple approval pathways to accommodate different corporate structures and voting conditions.

1. Approval Methods

The Articles of Dissolution form recognizes several valid methods for approving dissolution. Each method corresponds directly to corporate governance rules and determines which additional sections must be completed.

• Approved by incorporators or board of directors without shareholder action, and shareholder approval was not required or no shares have been issued.
• Approved by shareholders but not voting groups.
• Approved by shareholders and voting groups.
• Approved by voting group(s) only.

2. Shareholder Approval Information

If shareholder approval is required, the form mandates completion of Section 5.1. This section ensures transparency by documenting the voting results that authorized the dissolution.

• Corporations must report the Total votes entitled to be cast.
• They must state the Votes in favor that were sufficient for approval of dissolution.
• They must list the Votes against dissolution.

3. Voting Groups Information

For corporations with multiple classes or series of shares, Section 5.2 must be completed. The form requires a breakdown for each voting group to ensure compliance with voting rules.

• Corporations must identify each Voting Group (class/series).
• They must list the Total votes in the voting group.
• They must provide indisputable votes at the meeting.
• They must state the Votes in favor that were sufficient for approval of dissolution.
• They must report the Votes against dissolution.
• The form instructs that if more space is needed, the box should be checked and Voting Attachment form C089 should be used.

Tax Clearance Certificate (Certificate of Compliance) Requirements

Dissolution Requirements for Nonprofit Corporations

Nonprofit corporations that checked “WILL require a Certificate of Compliance” must complete Section 6. This section requires a formal certification, made under penalty of perjury, confirming that dissolution was approved in accordance with the nonprofit’s legal structure and governing documents.

• The nonprofit must certify that the dissolution was duly authorized by an act of the members or an act of the board of directors.
• If applicable, the corporation must also certify that dissolution was approved with the written approval of any other person required by the Articles of Incorporation.
• The certification is made under penalty of perjury, as required by the form.

Requirements for Corporations That Selected “No Certificate of Compliance Required”

1. For-Profit or Professional Corporations

Corporations must make three specific statements to verify compliance with Arizona dissolution requirements.

• No debt of the corporation remains unpaid.
• The net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued.
• A majority of its original incorporators or initial directors authorized the dissolution.

2. Nonprofit Corporations

Nonprofit corporations that do not require a Certificate of Compliance must certify proper authorization of dissolution.

Key points exactly from the file:

• The dissolution was duly authorized by act of the board of directors, or a majority of the original incorporators or initial directors.
• If applicable, the nonprofit must include written consent of any other person required by its Articles of Incorporation.
• Certification is made under penalty of perjury.

Signature Requirements

The Articles of Dissolution require a formal signature section that must be completed accurately to comply with Arizona law. This portion of the form confirms, under penalty of law, that the information provided is true and that the dissolution has been authorized in the proper manner.

1. Required fields

The signer must provide three specific pieces of information: a Signature, the Printed Name, and the Date. These fields ensure that the individual taking responsibility for the filing is clearly identified. The form does not accept incomplete signatures, and the information provided must match the individual’s legal authority within the corporation.

2. Must check exactly one option for authorized signer

The form also requires the signer to select exactly one of the authorized capacity options. The choices include:

• A duly-authorized Officer or the Chairman of the Board of Directors,
• An initial Director, a Director of a nonprofit, or an initial incorporator,
• A duly authorized bankruptcy trustee, receiver, or other court-appointed fiduciary.

Selecting the correct option is essential, as each classification corresponds to different dissolution circumstances described in earlier sections of the form.

3. Required acknowledgment

Finally, the signer must check the box labeled “I accept”, which serves as the formal acknowledgment required by the Arizona Corporation Commission. By checking this box, the signer confirms under penalty of law that the document and any attachments are submitted in compliance with Arizona law. This acknowledgment is a mandatory component of the filing and must be completed for the form to be accepted.

Filing Fees and Submission Instructions

• Filing Fee: $25.00 (regular processing)

The form specifies that the filing fee for regular processing of the Articles of Dissolution is $25.00. This amount applies to standard submissions and must be included at the time of filing for the Arizona Corporation Commission to begin processing the document.

• All fees are nonrefundable

The Arizona Corporation Commission clearly states that all fees are nonrefundable. This means corporations should carefully review their form for accuracy before submitting, as no portion of the payment will be returned regardless of errors or withdrawal.

• Expedited and Same Day/Next Day services are available for an additional fee

The form explains that corporations may request Expedited, Same Day, or Next Day services if faster processing is needed. Each of these optional services requires an additional fee, and pricing details are provided in the accompanying instructions.

• Mail submissions must be sent to the A.C.C. Examination Section at 1300 W. Washington St., Phoenix, Arizona 85007

For corporations choosing to submit by mail, the form directs them to send all documents to the Arizona Corporation Commission – Examination Section at 1300 W. Washington St., Phoenix, Arizona 85007. This is the official mailing address for dissolution filings.

• Fax submissions depend on service level (different numbers for regular vs. same-day processing)

The form lists two fax numbers depending on the chosen service: 602-542-4100 for Regular or Expedited Service, and 602-542-0900 for Same Day or Next Day Service. Using the correct fax number ensures the filing is routed to the appropriate processing queue.

Filing Fees and Submission Instructions

Important Legal Notices

• A.C.C. forms contain only the minimum provisions required by statute

The form includes a notice stating that A.C.C. documents “reflect only the minimum provisions required by statute.” This means the form may not cover all legal considerations relevant to a specific corporation’s situation.

• Corporations should seek private legal counsel for matters related to their individual needs

Because the forms contain only minimum statutory requirements, the A.C.C. advises corporations to seek private legal counsel. Legal professionals can help address issues not covered in the standard dissolution form.

• All documents filed with the A.C.C. are public record

The form clearly states that all documents filed with the Arizona Corporation Commission become public record. This means the information submitted such as names, dates, signatures can be accessed by the public.

• Documents are open for public inspection

Because filings are public record, they are also open for public inspection, meaning anyone may request and view the documents once submitted. Corporations should therefore verify all details before filing.

• Questions may be directed to A.C.C. at 602-542-3026 or 800-345-5819 (Arizona only)

The form provides two phone numbers for those who need assistance after reviewing the instructions: 602-542-3026, or 800-345-5819 for callers within Arizona. These lines connect directly to the Arizona Corporation Commission for clarification.

Conclusion

Completing the Articles of Dissolution in Arizona is easier when you understand the A.C.C.’s requirements and follow each step carefully. By submitting accurate information, proper signatures, and the required filing documents, your corporation can dissolve in full compliance with Arizona law.

For a quicker, smoother process, FastFile can assist with preparing and filing your Arizona Articles of Dissolution. FastFile guides customers through a simple step-by-step workflow, requiring only essential details such as the corporation’s name, formation date, reason for dissolution, and authorized officer information.

Our system verifies your information for accuracy, and prepares all required A.C.C. forms, and submits them directly on your behalf. Most dissolutions are processed within a few business days, and once approved, FastFile delivers your stamped Articles of Dissolution and state confirmation straight to your dashboard.

Customers can easily track real-time filing status, receive instant notifications, and avoid common errors that delay processing. Beyond dissolution, FastFile also provides additional corporate services, including amendments, annual report filings, foreign qualifications, reinstatements, and S-Corp election support.