The process of Legally Closing a Corporation in Arizona is called Dissolution.  After an Arizona Corporation has been Dissolved, it ceases to be Legally Active in the Arizona Corporation Commission's records and may no longer Legally conduct business in the state of Arizona.

An Arizona Corporation is created when the AZ Corporation Commission approves the Formation Documents - 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 Corporation Commission 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.

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 an Arizona Corporation does not file its required reports or pay its tax obligations, then that AZ Corporation could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Arizona Corporation with the Arizona Corporation Commission that AZ Corporation will be responsible for all recurring fees and penalties until the company has been legally closed.

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. 

When an Arizona Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws for anything that needs to be done before the Business is Legally Closed.

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.

1. Hold a Board of Directors meeting and record a resolution to Dissolve the Arizona Corporation
   
   
   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.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Arizona Corporation.
   
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Arizona Corporation Commission.
   
   
2. Hold a Shareholder meeting to approve Dissolution of the Arizona Corporation
   
   
   If an Arizona Corporation has issued shares of stock then a meeting of the Shareholders (owners) must be held and recorded. 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.
   
   
   
3. File all required Annual Reports with the Arizona Corporation Commission
   
   
   The Arizona Corporation Commission will not approve the Dissolution of a AZ Corporation until all required administrative reports have been filed.
   
   
   We can file any required Annual Reports with the AZ Corporation Commission.
   
   
4. File all required tax returns with the Arizona Department of Revenue
   
   
   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.
   
   
5. Clear up any business debts
   
   
   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.
   
   
   
6. Pay all taxes and administrative fees owed by the Arizona Corporation
   
   
   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.

1. Distribute all remaining assets of the Arizona Corporation
   
   
   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.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
2. Close all business bank accounts of the Arizona Corporation
   
   
   If there are any business accounts that have been opened for the Arizona Corporation then those accounts must be closed.  If any Corporate business accounts are left open there may be liability and obligations of the Dissolved Arizona Corporation which could lead to legal problems.
   
   
3. Cancel all local business licenses and permits of the AZ Corporation
   
   
   If the Arizona Corporation has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Arizona Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   
   A Dissolved Arizona Corporations may be required to 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.
   
   
5. Cancel the IRS account associated with the AZ Corporation's Federal Tax ID (EIN)
   
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Arizona Corporation.  Once the IRS links an EIN to an 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 revive 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.
   
   
6. 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.
   
   
   We can prepare a Notice of Dissolution and make sure it gets published according to the AZ Corporation Commission's rules.
   
   
7. Keep Records of all Pertinent Business Documents
   
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your Arizona Corporation has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your Corporation has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Arizona Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your Arizona Corporation after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

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 approve 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.
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 as soon as possible after we receive your order. Once it is at the state we have no control over the Arizona Dissolution approval process.

The total cost to Dissolve an Arizona Corporation varies depending on exactly what is required for each specific AZ Dissolution.  We charge $249 plus any state fees for our Arizona Corporation Dissolution services.

We also offer these Arizona Corporation Dissolution services separately.

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 can be legally Dissolved.

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.