What is Arizona Corporation Dissolution? |
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An Arizona Corporation is created when the AZ Corporation Commission approves the Articles of Incorporation.
A record of the Arizona Corporation is added to the list of Corporations which have officially registered with
the Arizona Corporation Commission.
Once a Corporation is registered with the Arizona Corporation Commission, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
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An Arizona Corporation is created when the AZ Corporation Commission approves the Articles of Incorporation.
A record of the Arizona Corporation is added to the list of Corporations which have officially registered with
the Arizona Corporation Commission.
Once a Corporation is registered with the Arizona Corporation Commission, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
If you've registered an Arizona Corporation with the Arizona Corporation Commission and want to cease business activities
you have to let the AZ Corporation Commission know that you intend to close your company.
Only after the AZ Secretary of State has made sure that all of the obligations of the Arizona Corporation have been fulfilled will
the Corporation Commission approve of the closure of the company.
When the Arizona Corporation Commission approves the closing of an AZ Corporation, that Arizona Corporation is said to be
Dissolved.
The process of Dissolving an Arizona Corporation is called Arizona Corporation Dissolution.
Dissolution of an AZ Corporation may require a Certificate of Compliance from the Arizona Department of Revenue if the Arizona Corporation has commenced business in the state of Arizona the or if the AZ Corporation has issued any shares of Corporate stock.
A Certificate of Compliance, also called a Tax Clearance Certificate, certifies that all tax levied against the AZ Corporation has been paid or that the Arizona Corporation did not owe any taxes.
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Why do I need to Dissolve an Arizona Corporation? |
As soon as an Arizona Corporation is registered with the AZ Corporation Commission, that Corporation is responsible for
recurring obligations of the Arizona Corporation Commission and the Arizona Department of Revenue.
If the Arizona Corporation does not file reports or pay taxes then that AZ Corporation could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Arizona Corporation with the Arizona Corporation Commission that AZ Corporation will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve an Arizona Corporation? |
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Arizona Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Arizona Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
There are things you need to do before you can request approval of Corporation Dissolution from the Arizona Corporation Commission;
and things that you have to do after the AZ Corporation Commission has approved Dissolution of the Arizona Corporation.
What you have to do both before and after the Arizona Corporation is Dissolved largely depends on how much stock, if any, has been
issued and how much and what kind of debts and liabilities that the Arizona Corporation has.
If the Arizona Corporation has not commenced business then the AZ Corporation Dissolution process is easier.
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What do I have to do before I Dissolve an Arizona Corporation? |
Things you need to do before you Dissolve an Arizona Corporation.
1. Hold a Directors meeting and record a resolution to Dissolve the Arizona Corporation
2. Hold a Shareholder meeting to approve Dissolution of the Arizona Corporation
3. File all required Annual Reports with the Arizona Corporation Commission
4. File all required tax returns with the Arizona Department of Revenue
5. Clear up any business debt
6. Pay all taxes and administrative fees owed by the Arizona Corporation
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1. Hold a Board of Directors meeting and record a resolution to Dissolve the Arizona Corporation
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If a Board of Directors has been appointed for the Arizona Corporation then the Board is required to adopt a
resolution to Dissolve the AZ Corporation.
Minutes of the meeting must be recorded and retained in the business records.
If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Arizona Corporation.
- We can transcribe and compile minutes or approvals into a form that is legally recognized by the Arizona Corporation Commission.
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2. Hold a Shareholder meeting to approve Dissolution of the Arizona Corporation
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If an Arizona Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan.
The approval actions should be documented and kept in the business records.
If no shares have been issued then the Arizona Corporation Dissolution process is easier.
- If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Arizona Corporation Commission.
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3. File all required Annual Reports with the Arizona Corporation Commission
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The Arizona Corporation Commission will not approve the Dissolution of a AZ Corporation until all required
reports have been filed.
- We can file any required Annual Report with the AZ Corporation Commission.
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4. File all required tax returns with the Arizona Department of Revenue
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The Arizona Corporation Commission will not approve the Dissolution of any AZ Corporation until that Corporation has
fulfilled all its tax obligations with the Arizona Department of Revenue.
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5. Clear up any business debts
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All creditors of an Arizona Corporation should be given notice of the pending Corporation Dissolution.
Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may
be submitted.
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6. Pay all taxes and administrative fees owed by the Arizona Corporation
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The Arizona Corporation Commission will definitely not approve the Dissolution of an Arizona Corporation until all
outstanding taxes and applicable registration and administrative fees have been paid.
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What do I have to do after I Dissolve an Arizona Corporation? |
Things you have to do after you Incorporate in Arizona.
1. Distribute all remaining assets of the Arizona Corporation
2. Close all business bank accounts of the Arizona Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the AZ Corporation's Federal Tax ID (EIN)
6. Publish a Notice of Dissolution of the Arizona Corporation
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1. Distribute all remaining assets of the Arizona Corporation
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If the Arizona Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests
in the AZ Corporation.
All distributions to Corporate Shareholders must be reported to the IRS.
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2. Close all business bank accounts of the Arizona Corporation
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If there are any business accounts that have been opened for the Arizona Corporation then those accounts must be closed.
If Corporate business accounts are left open there may be liability and obligations of the Dissolved Arizona Corporation which could
lead to legal problems.
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3. Cancel all local business licenses and permits of the AZ Corporation
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If the Arizona Corporation has obtained any state, regional, county or city business licenses or permits, each
of those must be cancelled to avoid any reporting or fiscal obligations of the Arizona Corporation.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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All Dissolved Arizona Corporations must file IRS Form 966 with the US Internal Revenue Service.
This filing is required within 30 days after the final Dissolution plan is approved.
Filing IRS Form 966 lets the Federal Government know that the Arizona Corporation has been legally Dissolved
so that it may take the appropriate actions.
- We can prepare IRS Form 966 for you to file.
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5. Cancel the IRS account associated with the AZ Corporation's Federal Tax ID (EIN)
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A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Arizona Corporation.
Once the IRS links an EIN to a Arizona Corporation, that EIN stays with the Arizona Corporation even after the Company has been Dissolved by the
Arizona Corporation Commission.
When the IRS processes the final tax return for the Arizona Corporation, they automatically make the EIN inactive.
However, the account associated with the EIN is not automatically closed.
Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
If you should decide to revivie the Arizona Corporation down the line the IRS will reactivate the old EIN for your new Business.
Before an Arizona Corporation can close an EIN account, it must be in Good Standing with the IRS.
The Arizona Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Arizona Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
- We can prepare the formal documents which you can sign and submit to the IRS in order to close the account
associated with your EIN.
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6. Publish a Notice of Dissolution of the Arizona Corporation
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If a Tax Clearance Certificate from the Arizona Department of Revenue was required for Dissolution of the AZ Corporation then publication of a Notice of Dissolution is required.
If a Tax Clearance Certificate from the Arizona Department of Revenue was not required for Dissolution of the AZ Corporation then publication of a Notice of Dissolution is not required.
- We can prepare a Notice of Dissolution and make sure it gets published according to the AZ Corporation Commission's rules.
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How long does it take to Dissolve an Arizona Corporation? |
The time it takes to Dissolve an Arizona Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Arizona Corporation Commission usually takes around 15-20 business days to process the Articles of Dissolution.
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The time it takes to Dissolve an Arizona Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
The Arizona Corporation Commission requires a Tax Clearance Certificate from the AZ Department of Revenue before it will aprove the
Dissolution of an Arizona Corporation.
The time it takes the AZ Department of Revenue to process a request for a Tax Clearance Certificate depends on the tax status of the
Arizona Corporation.
In some cases it could take 5-6 weeks to get a Tax Clearance Certificate from the Arizona Department of Revenue.
Once the initial actions are completed, the Arizona Corporation Commission usually takes around 15-20 business days to process the Articles of Dissolution.
Processing times for Arizona Corporation Dissolution filings vary depending on the work load of the
Corporation Commission's staff.
We've found that normal processing of Arizona Dissolution filings takes the state around 15-20 business days.
PLEASE NOTE: WE CANNOT GUARANTEE ARIZONA CORPORATION COMMISSION OR ARIZONA DEPARTMENT OF REVENUE PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the Arizona Corporation Commission or Arizona Department of Revenue.
In our experience 15-20 business days is the time it usually takes the Arizona
Corporation Commission to process an Arizona Dissolution filing.
We get your Arizona Corporation Dissolution filing to the AZ Corporation Commission ASAP.
Once it is at the state we have no control over the Arizona Dissolution approval process.
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How much does it cost to Dissolve a Corporation in Arizona? |
The total cost to Dissolve an Arizona Corporation varies depending on exactly what is required for each specific
AZ Dissolution.
We charge $249.00 plus any state fees for our Arizona Corporation Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Board of Directors meeting which proposes Dissolution
- Transcribe minutes of Shareholders meeting at which Dissolution was approved
- Prepare and file Articles of Dissolution with the Arizona Secretary of State
- Prepare US IRS Form 966 for you to sign and file
- Prepare documents to cancel Federal EIN account
- Certified copy of Dissolution filing from AZ Secretary of State
- Priority Mail Delivery of all documents
- Unlimited Customer Support
We also offer these Arizona Corporation Dissolution services separately as explained on the right side of this web page.
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What do I have to do if I want to Dissolve a Foreign Corporation that is tied to an AZ Domestic Corporation? |
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If there are Foreign Corporations in states other than Arizona that are tied to the Domestic Arizona Corporation then
each of those Foreign Corporations must be Dissolved before the Arizona Corporation is legally Dissolved.
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Can I revoke Dissolution after it is approved by Arizona? |
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Articles of Dissolution for an Arizona Corporation which are pending may be cancelled at any time.
Once the Arizona Corporation Commission has approved the Articles of Dissolution, the Arizona Corporation may request revocation within 120 days of the date on which the AZ Corporation Commission approved the Articles of Dissolution.
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Do I have to publish a Notice of Dissolution of the Arizona Corporation? |
| If a Tax Clearance Certificate from the Arizona Department of Revenue was required for Dissolution of the AZ Corporation then publication of a Notice of Dissolution is required.
If a Tax Clearance Certificate from the Arizona Department of Revenue was not required for Dissolution of the AZ Corporation then publication of a Notice of Dissolution is not required.
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