United States — Arizona
ARS § 10-140
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This section defines many terms used in chapters 1 through 17 of the title.
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United States — Arizona
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This section defines many terms used in chapters 1 through 17 of the title.
United States — Arizona
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A majority of the incorporators or initial directors of a corporation that has not issued shares or started business may dissolve the corporation by filing articles of dissolution with the commission.
United States — Arizona
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A corporation’s board may propose dissolution, but the board must recommend it unless it has a conflict-of-interest or other special-circumstances reason not to. The corporation must notify all shareholders of the meeting, and voting shareholders must approve the dissolution proposal.
United States — Arizona
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A corporation may file articles of dissolution with the commission, and dissolution takes effect on the articles’ effective date.
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A corporation may revoke its dissolution within 120 days of the dissolution’s effective date.
United States — Arizona
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After dissolution, a corporation keeps existing but may only do business needed to wind up and liquidate its affairs.
United States — Arizona
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A dissolved corporation may handle known claims by giving written notice to claimants and setting a claim deadline of at least 120 days from the notice date.
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A dissolved corporation may publish a dissolution notice, but if it does, the notice must be published once in a newspaper, include claim instructions and a mailing address, and state that claims can be barred unless enforced within five years or a shorter applicable limitations period.
United States — Arizona
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This section says notice is generally required in writing, but oral notice is allowed when reasonable in the circumstances. It also lists several permitted ways to send notice and when written notice becomes effective.
United States — Arizona
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This section defines when multiple owners or records count as one shareholder for chapters 1 through 17 of the title.
United States — Arizona
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The commission may start administrative-dissolution proceedings against a corporation if any listed compliance or status problem occurs.
United States — Arizona
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If the commission finds grounds to dissolve a corporation, it must give written notice, and if the corporation does not fix the grounds within 60 days, the commission must administratively dissolve it. An administratively dissolved corporation may only do winding-up activities, and the commission can later release the
United States — Arizona
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A corporation dissolved under section 10-1421 may seek reinstatement from the commission within six years, and the application must include specific information about the corporation and the dissolution.
United States — Arizona
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A court may dissolve a corporation if one of the listed grounds is proven in a proceeding brought by the attorney general, a shareholder, a creditor, or the corporation itself.
United States — Arizona
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This section sets venue for dissolution proceedings, says shareholders usually do not need to be made parties, and lets the court use protective remedies.
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A court may appoint a receiver in a corporate dissolution case, must hold a hearing after notice before doing so, and must describe the receiver’s powers and duties in the appointing order.
United States — Arizona
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If the court finds grounds for judicial dissolution after a hearing, it may enter a decree dissolving the corporation and setting the effective date. The clerk must send a certified copy to the commission, and the court must direct winding up, liquidation, and claimant notification under the cross-referenced sections.
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In a corporation-dissolution case, the corporation or certain shareholders may elect to buy the petitioning shareholder’s shares at fair value, and the court oversees timing, value, and related orders.
United States — Arizona
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Certain dissolved-corporation assets must be reduced to cash and held by the department of revenue’s unclaimed property division until a qualified claimant proves entitlement.
United States — Arizona
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A foreign corporation may not transact business in this state until it has authority from the commission.