A. A dissolved corporation continues its corporate existence but shall not carry on any business except that business appropriate to wind up and liquidate its business and affairs, including:

Terms Used In Arizona Laws 10-1405

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • Bylaws: means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated. 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.
  • Dissolved: means the status of a corporation on either:

    (a) Effectiveness of articles of dissolution pursuant to section 10-1403, subsection B or section 10-1421, subsection B. See Arizona Laws 10-140

  • including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
  • Property: includes both real and personal property. See Arizona Laws 1-215
  • Quorum: The number of legislators that must be present to do business.
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140

1. Collecting its assets.

2. Disposing of its properties that will not be distributed in kind to its shareholders.

3. Discharging or making provisions for discharging its liabilities.

4. Distributing its remaining property among its shareholders according to their interests.

5. Doing every other act necessary to wind up and liquidate its business and affairs.

B. Dissolution of a corporation does not:

1. Transfer title to the corporation’s property.

2. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records.

3. Subject its directors or officers to standards of conduct different from those prescribed in chapter 8 of this title.

4. Change quorum or voting requirements for its board of directors or shareholders, change provisions for selection, resignation or removal of its directors or officers, or both, or change provisions for amending its bylaws.

5. Prevent commencement of a proceeding by or against the corporation in its corporate name or any officers, directors or shareholders or affect applicable statutes of limitation.

6. Abate or suspend a proceeding pending by or against the corporation or any officers, directors or shareholders on the effective date of dissolution.

7. Terminate the authority of the statutory agent of the corporation.

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