Dissolve a corporation in Arizona

What does dissolving an Arizona corporation involve?

Dissolving a corporation in Arizona means formally ending the company's existence with the Arizona Corporation Commission (ACC) and settling its obligations with the IRS and the Arizona Department of Revenue. Arizona is one of the states that does not use a Secretary of State for business entities, the ACC handles them. Until the paperwork is filed, the publication requirement is met, and the tax accounts are closed, the corporation still exists and still owes its annual report.

A corporation carries more formality than an LLC. Where an LLC in Arizona can be dissolved by its members, a corporation needs a board resolution and a shareholder votethe corporation-specific federal filing IRS Form 966and, distinctive to Arizona, a publication step. The general framework is in the guide to dissolving a corporation; this page covers what is specific to Arizona.

The steps to dissolve an Arizona corporation, in order

1. Board resolution recommending dissolution and a plan of liquidation.
2. Shareholder approvalrecorded in the minutes or a written consent.
3. File articles of dissolution with the Arizona Corporation Commission.
4. Publish notice of the dissolution where the rules require it.
5. File IRS Form 966 within 30 days of the resolution.
6. Wind upfile final returns, and close the IRS business account attached to the EIN.

Board and shareholder approval

The two-step approval distinguishes a corporation from an LLC. The board of directors adopts a resolution recommending dissolution, usually with a plan of liquidation, and then the shareholders vote to approve, generally a majority of the outstanding shares unless the articles or bylaws require more.

Record both actions in writing. Even a single-shareholder Arizona corporation completes both, the board resolution and the shareholder consent, on paper. The written record keeps the dissolution clean if it is ever challenged, and it fixes the resolution date that starts the Form 966 clock.

Articles of dissolution at the ACC

You file articles of dissolution with the Arizona Corporation Commission. The filing tells the ACC the corporation is ending, paired with the Commission's filing fee (with an optional expedite fee if you want faster handling). Because the ACC sets and can revise its fees, confirm the current amounts before filing rather than relying on an out-of-date figure.

The Arizona publication requirement

This is the step that sets Arizona apart. After filing, Arizona generally requires you to publish a notice of the dissolution in an approved newspaper in the county of the corporation's known place of business, running for the required number of consecutive issues. There is a long-standing exception for the counties where the Corporation Commission provides notice itself, so not every corporation has to arrange newspaper publication.

Because the county list and the exact publication rules can change, confirm the current publication requirement with the ACC when you file. Missing it can leave the dissolution incomplete even after the articles are on record, so it is worth handling deliberately rather than assuming it does not apply.

IRS Form 966

Form 966, “Corporate Dissolution or Liquidation,” is the federal filing unique to corporations. You file it with the IRS within 30 days after the resolution or plan to dissolve is adopted. Because that clock runs from the approval of the dissolution rather than from your Arizona filing or publication, it is one of the most commonly missed steps. It is covered alongside the other federal steps on the final tax return page.

Final returns and the IRS account

A dissolving corporation files a final federal income tax return with the “final return” box checked, Form 1120 for a C-corp, Form 1120-S for an S-corp, plus final Arizona returns and, if it had employees, final employment tax returns. Then the step almost everyone misses: the IRS does not cancel an EIN. You ask the IRS to close the business account attached to it with a short letter, after the final returns are filed. Filing articles of dissolution with the ACC does not do this.

One rule sits underneath the whole wind-up: creditors before shareholders. Winding up means notifying known creditors, settling or setting aside funds for the corporation's debts from its assets, and only then distributing anything left to shareholders. Paying shareholders while debts remain can expose them to clawback and undermine the liability protection the corporate form was meant to provide. If the corporation is insolvent or facing contested claims, that is the point to bring in an attorney rather than a filing service, the safe sequence is covered on dissolving an entity with debts.

Cost and timeline

Three cost pieces in Arizona: the ACC filing fee (plus optional expedite), the newspaper publication cost where required, and, if you want it handled, our service fee. Our pricing is $99 for a corporation that never really traded and $399 for one that operated and needs its IRS and state tax accounts closed, with state and publication costs passing through at cost. An Arizona corporation that operated and had an EIN is a Complete Closure case.

On timing, the publication step adds lead time on top of ACC processing, since it runs across several newspaper issues. Preparing the paperwork takes a day or two; ACC processing and publication then run their course, and Form 966 and the IRS account closure run on the federal clock. We prepare and submit within 3 business days and quote the realistic window. See how long dissolution takes.

Rather have your Arizona corporation closed properly?

Closing a corporation the right way in Arizona means the board and shareholder approvals are recorded, the articles of dissolution are filed with the ACC, the publication requirement is met, Form 966 lands inside its 30-day window, the final returns are marked final, and the IRS account is closed, nothing left open. That is the whole job here. If you are not sure whether your corporation needs Complete Closure or something lighter, a specialist is on WhatsApp 24/7 and will tell you straight.

This page is general information about dissolving a corporation in Arizona, not legal or tax advice. The publication requirement, final-year corporate tax, insolvency, and contested claims can have significant consequences, confirm your specific situation with a qualified attorney or tax professional before you act.