Question 1

How do I get the Certificate of Compliance needed to dissolve an Arizona corporation?

Accepted Answer

You request it yourself from the Arizona Department of Revenue, not from the Corporation Commission. The form is Department form 10523, the Tax Clearance Application, and you tick the Certificate of Compliance for Dissolution or Withdrawal request with the Dissolution of Corporation box, then the Corporation application type. There is no fee for the service and no expedited route; the Department says a dissolution application takes 30 business days to process, while Revised Statutes Section 43-1151(B) gives it thirty days to either issue the certificate or tell you what tax, bond or deposit is outstanding. Two conditions have to be satisfied before it will issue: you must have cancelled all required licenses with the Department and filed a final corporate income tax return, and you must be fully paid up. A payment plan does not count, since the Department states the account needs to be paid in full. Send the signed application to tca@azdor.gov, to the Department at 1600 West Monroe in Phoenix, or by fax.

Question 2

What happens if the Arizona Corporation Commission never receives my tax clearance certificate?

Accepted Answer

The dissolution flips from voluntary to involuntary. Revised Statutes Section 10-1403(C) keeps the articles in an incomplete state until the Commission has both the Department of Revenue notice about transaction privilege tax and the Section 43-1151 certificate, so nothing is approved in the meantime. Section 10-1420(9) then gives the Commission a ground to administratively dissolve the corporation once six months have passed since the articles were filed without that notice arriving. The Commission serves written notice first and allows sixty days to cure, but if it proceeds it signs its own certificate of dissolution reciting the grounds. The sting is in the tax paperwork: Section 10-1403(F) suspends the annual report requirement and its penalty accrual for six months from delivery, and if the articles are not approved or the corporation is administratively dissolved under paragraph 9, all past-due annual reports plus fees and penalties are owed as if the suspension never happened.

Question 3

How much does it cost to file Articles of Dissolution in Arizona?

Accepted Answer

Twenty-five dollars for regular processing, sixty dollars if you want it expedited. Both figures reconcile across three sources: Revised Statutes Section 10-122(A)(11) lists articles of dissolution at 25, the Corporation Commission Schedule of Fees Corporations for revision 2026 prints $25.00 regular and $60.00 expedited, and the face of form C022 prints the $25.00 filing fee itself. The $35 difference is the expedite fee, which does not appear in the fee statute at all; Section 10-122(F)(2) leaves it to a supermajority vote of the commissioners, and the Commission instructions name the order that set it, Decision No. 68008 of July 22, 2005. Faster still, as add-ons rather than replacements: $100 next day, $200 same day, $400 for two-hour service. Every fee is nonrefundable by statute and cannot be transferred to another document.

Question 4

Do I have to publish my Arizona Articles of Dissolution in a newspaper?

Accepted Answer

Usually yes, and the timing runs the other way from what filers expect. Revised Statutes Section 10-1403(D) requires that within sixty days after the Commission approves the filing, either a copy of the articles is published, or the Commission itself enters the approval in the database it maintains under Section 10-130. That database is limited by statute to a corporation whose known place of business lies in a county with a population of more than eight hundred thousand persons, so the county decides which route you are on. The Commission instructions are blunt about sequence: do not publish until the Commission approves the document, and the approval letter will carry the publishing instructions. The Commission also keeps a courtesy list of newspapers whose publishers have attested that they meet the statutory requirements. Filing the newspaper affidavit back with the Commission is optional, but failing to publish when required is a ground for administrative dissolution under Section 10-1420(5), with sixty days after notice to produce evidence of publication.

Question 5

Who has to approve dissolving an Arizona corporation, and by what vote?

Accepted Answer

The board starts it and the shareholders finish it. Under Revised Statutes Section 10-1402 the board may propose dissolution for submission to the shareholders, and it must recommend the proposal unless conflict of interest or other special circumstances lead it to make no recommendation, in which case it has to communicate the basis for that to the shareholders. Notice of the meeting goes to every shareholder, whether or not entitled to vote, and must state that considering dissolution is a purpose of the meeting. The threshold is a majority of all of the votes entitled to be cast on the proposal, which is a stricter denominator than a majority of the votes actually cast or a majority of a quorum. The articles of incorporation, or the board acting under subsection C, can require a greater vote or a vote by voting groups. Form C022 then asks you to disclose the vote numbers, with Voting Attachment form C089 if the voting-group table runs short.

Question 6

Does Arizona make me notify creditors before dissolving my corporation?

Accepted Answer

No. The Arizona voluntary dissolution article never uses the word creditor, and neither claim procedure it offers is compulsory. Revised Statutes Section 10-1406 says a dissolved corporation may dispose of the known claims against it by following a procedure, and that procedure starts after the effective date: written notice to known claimants, a deadline that may not be fewer than one hundred twenty days from the notice, and a statement that a late claim is barred. A claimant whose claim is rejected has ninety days from the rejection notice to sue. Section 10-1407 says the corporation may also publish notice, one time, in a newspaper of general circulation in the county where its known place of business is or was last located, which bars claims not sued on within five years. Skip both and you simply get no bar, because Section 10-1407(E) says it does not lengthen any limitations period that would otherwise apply. Claims that survive reach undistributed assets, and reach shareholders up to the lesser of their pro rata share or what they received.

Question 7

Can an Arizona corporation that never issued shares use a shorter dissolution route?

Accepted Answer

Arizona has a short route but not a short form. Revised Statutes Section 10-1401 lets a majority of the incorporators or initial directors dissolve a corporation that has not issued shares or has not commenced business, and the articles then recite the date of incorporation, that no shares were issued or no business was commenced, that no debt remains unpaid, that any net assets left after winding up went to the shareholders if shares were issued, and that a majority of the incorporators or initial directors authorised it. There is no separate form number and no discount: the same form C022 carries the route and the fee is still $25. One point needs a lawyer rather than a page. The Commission instructions and Section 10-1401 both describe an exemption from the tax clearance certificate for a corporation that never commenced business or issued shares, but the current form C022, revision 9/2026, prints a flat statement that every corporation must obtain a Certificate of Compliance and offers no exemption box.

Question 8

Do Arizona Articles of Dissolution have to be notarized?

Accepted Answer

Not on the Corporation Commission form. Form C022 carries no notary block, no acknowledgment block and no jurat anywhere on its two pages. It is executed by ticking a box: by checking the box marked I accept, the signer acknowledges under penalty of law that the document and any attachments are submitted in compliance with Arizona law, and a separate dissolution certification is made under penalty of perjury. The instructions say only to check the box, sign underneath it, print the name and fill in the date. One loose end belongs to the attorney rather than to this page. Revised Statutes Section 10-1401 says that an incorporator or initial director, whose signature shall be acknowledged, shall execute the articles of dissolution, and the Commission form provides nothing for that signer to have acknowledged. The only notarization found anywhere in the Arizona chain sits on the Department of Revenue side, where a consolidated filer must supply a notarized letter of assumption from its ultimate parent.

Arizona Articles of Dissolution

Find out where you stand in Arizona

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Arizona Requirements for Articles of Dissolution

Department of Revenue Certificate of Compliance

Form 10523 Tax Clearance Application

Six Months Before the Commission Dissolves You Instead

Form C022 Filed With the Corporation Commission

Filing Fee $25 Regular, $60 Expedited

Publish Within Sixty Days After Approval, Not Before

Majority of All Votes Entitled to Be Cast

Claimant Notice Is Optional on Both Tracks

Frequently Asked Questions