Arizona Laws 10-11404. Revocation of dissolution
A. A corporation may revoke its dissolution within one hundred twenty days of its effective date.
Terms Used In Arizona Laws 10-11404
- Act of the members: means either:
(a) An act adopted or rejected by a majority of the votes represented and voting at a duly held meeting at which a quorum is present where affirmative votes also constitute a majority of the required quorum unless a greater number of votes is required by chapters 24 through 40 of this title, the articles of incorporation or the bylaws. See Arizona Laws 10-3140
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
- Commission: means the Arizona corporation commission. See Arizona Laws 10-140
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Filing: means the commission completing the following procedure with respect to any document delivered for that purpose:
(a) Determining that the filing fee requirements of section 10-122 have been satisfied. See Arizona Laws 10-140
- Member: means , without regard to what a person is called in the articles of incorporation or bylaws, any person or persons who, pursuant to a provision of a corporation's articles of incorporation or bylaws, have the right to vote for the election of a director or directors. See Arizona Laws 10-3140
- Person: includes an individual and entity. See Arizona Laws 10-140
B. Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
C. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the commission for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth all of the following:
1. The name of the corporation.
2. The effective date of the dissolution that was revoked.
3. The date that the revocation of dissolution was authorized.
4. If the corporation’s board of directors, or its incorporators or initial directors, revoked the dissolution a statement to that effect.
5. If the corporation’s board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization.
6. If member or third person action was required to revoke the dissolution, a statement that revocation was permitted by act of the members and act of each third person, as applicable.
D. Revocation of dissolution is effective on the effective date of the articles of revocation of dissolution.
E. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.