Title 10 — Corporations and Associations
41 chapters · 595 sections in this title.
A.R.S. § 10-11401 Dissolution by incorporators or directors and third persons
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A. A majority of the incorporators or initial directors of a corporation that has not commenced activities or the board of directors of a corporation that has no members or has no members entitled to vote on dissolution or that has not commenced activities may dissolve the corpor…
A.R.S. § 10-11402 Dissolution by directors and third persons
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A. If the members of the corporation are entitled to vote on dissolution, a corporation's board of directors may propose dissolution for submission to the members. B. For a proposal to dissolve to be adopted all of the following shall have occurred: 1. The board of directors shal…
A.R.S. § 10-11403 Articles of dissolution
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A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the commission articles of dissolution setting forth all of the following: 1. The name of the corporation. 2. The date dissolution was authorized. 3. A statement that the dissolution was…
A.R.S. § 10-11404 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. § 10-11405 Effect of dissolution
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A. A dissolved corporation continues its corporate existence but shall not carry on any activities except that activity appropriate to wind up and liquidate its affairs, including: 1. Preserving and protecting its assets and minimizing its liabilities. 2. Discharging or making pr…
A.R.S. § 10-11406 Known claims against dissolved corporation
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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. § 10-11407 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. § 10-11420 Grounds for administrative dissolution
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The commission may commence a proceeding under section 10-11421 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 24 through 40 of this title. 2. The corporation doe…
A.R.S. § 10-11421 Procedure for and effect of administrative dissolution
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A. If the commission determines that one or more grounds exist under section 10-11420 for dissolving a corporation, it shall serve the corporation with written notice of its determination under section 10-3504. B. If the corporation does not correct each ground for dissolution or…
A.R.S. § 10-11422 Reinstatement following administrative dissolution
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A. A corporation administratively dissolved under section 10-11421 may apply to the commission for reinstatement within six years after the effective date of dissolution unless the corporation is a utility providing domestic water services or domestic wastewater services and the …
A.R.S. § 10-11430 Grounds for judicial dissolution
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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 upon it by law. B…
A.R.S. § 10-11431 Procedure for judicial dissolution
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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 10-11430 is in the county where a corporation's known place of business is or was last located. B. It is not necessary to make directors or …
A.R.S. § 10-11432 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 affairs of the corporation. After notifying all parties to the proceeding and any interested persons designated by the court, the court s…
A.R.S. § 10-11433 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 10-11430 exist, it may enter a decree that dissolves the corporation and specifies the effective date. The clerk of the court shall deliver a certified copy of…
A.R.S. § 10-11440 Deposit with department of revenue
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A. Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who 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 reduced to c…