Have you decided to stop transacting business with your Arizona limited liability company? The state of Arizona legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Arizona.
Rocket Tip: If you'd like help dissolving an LLC, the same services that form an LLC can also take care of the dissolution logistics and paperwork with the state.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Arizona is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Arizona.
How to Dissolve a Domestic Arizona LLC
If you wish to dissolve your domestic LLC in the state of Arizona, you must file the Articles of Termination (Limited Liability Company) with the Arizona Corporation Commission. This is an extremely simple form that only requires the following:
- Entity name
- The title of the applicant (member or manager)
- Signature of LLC member or manager
Once you’ve finished filling out this form, you will need to include a check for $35 made payable to “Arizona Corporation Commission” and mail it and your completed form to the following address:
Arizona Corporation Commission – Corporate Filings Section
1300 W. Washington St.
Phoenix, Arizona 85007
How to Dissolve a Foreign LLC in Arizona
Do you need to dissolve a limited liability company based outside of Arizona, but qualified to transact business within this state?
The dissolution process for foreign LLCs in Arizona starts with the filing of a Statement of Withdrawal of Foreign LLC or Foreign Series Registration. Like the Articles of Termination used for domestic LLCs, the Statement of Withdrawal is a very simple document that only requires the name of your business, the title of the applicant (member, manager, or authorized agent), and a signature.
The Statement of Withdrawal of Foreign LLC or Foreign Series Registration requires a $10 filing fee (or $45 for expedited service). You can make your check out to “Arizona Corporation Commission,” and mail the form and the check to the same address:
Arizona Corporation Commission – Corporate Filings Section
1300 W. Washington St.
Phoenix, Arizona 85007
What Else Do I Need to Know About LLC Dissolutions in Arizona?
First off, it’s important to note that once your dissolution is complete, any business entity in Arizona can claim your business name if they would like to use it. This is just one of many reasons that you should only dissolve your Arizona limited liability company if you’re entirely certain that you’re done conducting business in this state.
You should also keep in mind that there are several scenarios that can lead to the state of Arizona administratively dissolving your LLC. This can happen for a variety of reasons, like not paying the necessary state taxes and fees. If your business is dissolved by the state, you have six years to file for reinstatement. The fee for reinstating a dissolved LLC is $100, plus any delinquent fees or taxes. However, LLCs that are not reinstated within six months of dissolution forfeit the rights to their business name, meaning that another business could start using the name after the six-month deadline.
Depending on the nature of your business, these steps could be just the tip of the iceberg for reinstatement, so it’s strongly advised to not dissolve your business unless you have no plans to transact business in Arizona again.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The filing of either the Statement of Withdrawal of Foreign LLC or Foreign Series Registration or the Articles for Termination is essentially the same process.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for an Arizona LLC!