How to Dissolve a Nonprofit Corporation in Arizona

Here is a quick overview of the main steps to dissolve and wind up a 501(c)(3) nonprofit corporation under Arizona law.

Authorizing Dissolution

Closing starts with dissolution, and to dissolve your nonprofit, you will need a proposal to dissolve. The proposal should include a plan of dissolution that indicates how the nonprofit's remaining assets will be distributed after all creditors have been paid. With the proposal and plan in hand, Arizona law provides for voluntary dissolution as follows:

• if your nonprofit doesn't have members, by a vote of the directors; or
• if your nonprofit has members, by action of the directors followed by a vote or other consent of the members.

Under the first method, it is up to the board alone to approve the proposal to dissolve and plan of dissolution. Typically, the proposal must be approved by a majority of the directors.

Under the second method, the board first must adopt the proposal to dissolve and then submit it to the members. The members then generally meet and vote to approve the proposal, including the plan of dissolution. Alternatively, members can provide written consent for the resolution.

Make sure to properly record the proposal to dissolve, plan of dissolution, directors' votes, and, where necessary, members' votes or written consents. You'll need this information for filings with the state and the IRS.

Articles of Dissolution

After your nonprofit has approved dissolution you'll need to file articles of dissolution with the Arizona Corporation Commission (ACC). The articles of dissolution must contain:

• the name of your nonprofit
• the date dissolution was authorized; and
• A statement that the dissolution was duly authorized by an act of the members or an act of the board of directors and, if applicable, with the required approval of other parties.

A blank form for the articles of dissolution (Form C022) and instructions for completing the form (Form C022i) are available for download from the ACC website. When using the ACC form—which is recommended—you must also provide your state-issued ACC file number and date of incorporation. You should also include the ACC's cover sheet for filings (available on the ACC website). There is a $25 filing fee.

You must publish a copy of the articles of dissolution within 60 days of the ACC approving your filing. Also, the articles of dissolution are not considered complete until the ACC receives notice from the Department of Revenue that your nonprofit is not subject to state income tax.

Winding Up

After your nonprofit has formally authorized dissolution, it continues to exist only for the purpose of taking care of certain final matters that, collectively, are known as "winding up" the company. Winding up is largely about paying off any debts and then distributing any remaining assets, but there may also be other tasks involved.

Generally speaking, you can only distribute money and property after you have paid off all of your nonprofit's debts. Then, for asset distributions, there are specific rules you need to follow. For example, your nonprofit must return any items that were loaned to it on the condition that they would be returned upon dissolution. In addition, after paying off debts and returning loaned assets, a dissolving 501(c)(3) organization must distribute its remaining assets for tax-exempt purposes. In practice, this usually means distributing assets to one or more other 501(c)(3) organizations. Other requirements for distributions may also apply. If you have any questions, you should consult with a lawyer.

Notice to Creditors and Other Claimants

One other part of winding up your dissolved nonprofit involves giving notice to creditors and other claimants. Giving notice is optional. However, doing so will help limit your liability and also allow you to more safely make final distributions of remaining assets. You can mail notice directly to known claimants after dissolution. You can also give notice to unknown claimants by publishing in a newspaper.

Federal Tax Note

For federal tax purposes, you'll need to file IRS Form 990 or IRS Form 990-EZ. You must include a completed Schedule N (Liquidation, Termination, Dissolution, or Significant Disposition of Assets), as well as copies of your articles of dissolution, proposal to dissolve, and plan of dissolution. When completing Form 990 or Form 990-EZ, you'll need to check the "Terminated" box in the header area on Page 1 of the return. For additional guidance, check out Every Nonprofit's Tax Guide, by Stephen Fishman (Nolo), go to the IRS website, or consult with a tax professional.

Additional Information

You can find additional information, such as forms, mailing addresses, phone numbers, and filing fees, on the ACC website.

Be aware that dissolution will not stop lawsuits started by or against your nonprofit before dissolution. Moreover, after dissolution, new legal actions can still be started by or against your nonprofit for claims or liability incurred prior to dissolution. Depending on specific circumstances, the length of time after dissolution during which new actions can still be started against your nonprofit could be as long as five years.

This article covers only the most basic steps of voluntary dissolution after your nonprofit has started doing business. There are many additional, more specific rules, covering things like:

• involuntary dissolution
• dissolution of non-typical nonprofits
• what specific items should be contained in a plan of dissolution
• giving proper advance notice of member and director meetings
• the required number of director or member votes to approve dissolution
• how specifically to approve dissolution in writing without a meeting
• where and how to publish your articles of dissolution
• what needs to be included in notices to creditors; and
• how to respond to legal claims after dissolution.

In addition, your articles of incorporation or bylaws may contain rules that apply instead of, or along with, state law. You are strongly encouraged to consult with a lawyer to obtain additional information on these and other points.

Final Note: Dissolving and winding up your nonprofit corporation is only one piece of the process of closing your organization. For further, general guidance on many of the other steps involved, check Nolo's 20-point checklist for closing a business and the Nolo article on what you need to know about closing a business.