Title 10 — Corporations and Associations
41 chapters · 595 sections in this title.
A.R.S. § 10-1401 Dissolution by incorporators or initial directors
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A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the commission for filing the articles of dissolution. An incorporator or an initial director, whose signat…
A.R.S. § 10-1402 Dissolution by board of directors and shareholders
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A. A corporation's board of directors may propose dissolution for submission to the shareholders. B. For a proposal to dissolve to be adopted both: 1. The board of directors shall recommend dissolution to the shareholders, unless the board of directors determines that because of …
A.R.S. § 10-1403 Articles of dissolution; effective date of dissolution
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A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the commission for filing articles of dissolution setting forth all of the following: 1. The name of the corporation. 2. The date dissolution was authorized. 3. If dissolution was approv…
A.R.S. § 10-1404 Revocation of dissolution
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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 directo…
A.R.S. § 10-1405 Effect of dissolution
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A. A dissolved corporation continues its corporate existence but shall not 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…
A.R.S. § 10-1406 Known claims against dissolved corporation; definition
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A. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. B. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time and from time to time after its effective date. The …
A.R.S. § 10-1407 Unknown claims against dissolved corporation
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A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. B. The notice shall: 1. Be published one time in a newspaper of general circulation in the county where t…
A.R.S. § 10-1420 Grounds for administrative dissolution
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The commission may commence a proceeding under section 10-1421 to administratively dissolve a corporation if either: 1. The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 1 through 17 of this title. 2. The corporation does …
A.R.S. § 10-1421 Procedure for and effect of administrative dissolution
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A. If the commission determines that one or more grounds exist under section 10-1420 for dissolving a corporation, it shall serve the corporation with written notice of its determination under section 10-504. B. If the corporation does not correct each ground for dissolution or d…
A.R.S. § 10-1422 Reinstatement following administrative dissolution
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A. A corporation administratively dissolved under section 10-1421 may apply to the commission for reinstatement within six years after the effective date of dissolution. The application shall both: 1. Recite the name of the corporation and the effective date of its administrative…
A.R.S. § 10-1430 Grounds for judicial dissolution or equitable relief
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A. The court may dissolve a corporation in a proceeding by the attorney general if it is established that either: 1. The corporation obtained its articles of incorporation through fraud. 2. The corporation has continued to exceed or abuse the authority conferred on it by law. B. …
A.R.S. § 10-1431 Procedure for judicial dissolution or equitable relief
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A. Venue for a proceeding by the attorney general to dissolve a corporation or for a proceeding brought by any other party named in section 10-1430 is in the county where a corporation's known place of business is or was last located. B. It is not necessary to make shareholders p…
A.R.S. § 10-1432 Receivership
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A. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate or manage the business and affairs of the corporation. After notifying all parties to the proceeding and any interested persons designated by the court…
A.R.S. § 10-1433 Decree of dissolution
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A. If after a hearing the court determines that one or more of the grounds for judicial dissolution described in section 10-1430 exist, it may enter a decree that dissolves the corporation and that specifies the effective date. The clerk of the court shall deliver a certified cop…
A.R.S. § 10-1434 Election to purchase in lieu of dissolution
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A. In a proceeding under section 10-1430, subsection B to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may e…
A.R.S. § 10-1440 Deposit with department of revenue
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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 shall be red…