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:
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.
Notes of Decisions
Cited in
4
cases (
1 in the last 5 years), 1999–2021 · leading case:
Curtis v. United States, 63 Fed. Cl. 172 (Fed. Cl. 2004).
Curtis v. United States, 63 Fed. Cl. 172 (Fed. Cl. 2004).
“at *10 (citing Ariz.Rev.Stat. § 10-1405 (West 2000)). Accordingly, plaintiff was denied pro se representation as sole shareholder because his suit was derivative in nature, and the “action belong[ed] to the corporation.”
Gossman v. Greatland Directional Drilling, Inc., 973 P.2d 93 (Alaska 1999).
“07 (1994) (allowing two years following dissolution in which to bring claims that accrue after dissolution if corporation uses public notice procedure); Ariz. Rev.Stat. Ann. §§ 10-1405 to 1407 (West 1996) (5 years); Ark.”
Estrada v. Figari (Ariz. Ct. App. 2015).
· cites it 4× “A.R.S. § 10-1405(A). Despite Estrada’s attempted reliance on this statute, there are no facts in the record reflecting what Carlos Figari, as president of Figari Enterprises, did or did not do at the time of the corporation’s dissolution.”
World Egg Bank v. Nesco Invest (Ariz. Ct. App. 2021).
· cites it 2× “RESOLVED, that the Liquidation Officer of the Corporation is authorized to perform all acts on behalf of the Corporation consistent with A.R.S. § 10-1405, et seq. required to dissolve the Corporation and liquidate the Corporation’s assets.”
— Ariz. Rev. Stat. § 10-1405(A) — 1 case
Estrada v. Figari (Ariz. Ct. App. 2015).
“A.R.S. § 10-1405(A). Despite Estrada’s attempted reliance on this statute, there are no facts in the record reflecting what Carlos Figari, as president of Figari Enterprises, did or did not do at the time of the corporation’s dissolution.”
— Ariz. Rev. Stat. § 10-1405(A)(3) — 1 case
Estrada v. Figari (Ariz. Ct. App. 2015).
“A.R.S. § 10-1405(A). Despite Estrada’s attempted reliance on this statute, there are no facts in the record reflecting what Carlos Figari, as president of Figari Enterprises, did or did not do at the time of the corporation’s dissolution.”
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