Key Takeaways

  • To dissolve an LLC in Arizona, you must file Articles of Dissolution (or Articles of Termination for LLCs) with the Arizona Corporation Commission.
  • LLC members must vote on dissolution, settle debts, notify creditors, and distribute remaining assets before filing.
  • Arizona does not require publishing a notice of dissolution in a newspaper unless specifically ordered, but notifying creditors helps avoid liability.
  • State administrative dissolution may occur for missed reports, unpaid fees, or failure to maintain a statutory agent.
  • Dissolution requires careful handling of licenses, bank accounts, and tax filings with both the IRS and state agencies.
  • Filing fees for Articles of Dissolution or Termination are generally $25 ($35 expedited). Processing takes about 15–20 business days.

The articles of dissolution Arizona is the document required to officially dissolve a business entity registered with the state. Dissolution means to end the existence of a legal entity such as a corporation or limited liability company (LLC).

Formation of an Arizona Company

To form an Arizona corporation, you must submit articles of incorporation to the State Corporation Commission. Registering a new company carries legal, reporting, and tax obligations with the state. Penalties are assessed for businesses that do not adhere to these guidelines.

Steps To Dissolve an Arizona Business

The state will not consider your business dissolved until you take the following steps to wrap up the company's affairs and pay debts.

  • Hold a meeting of your board of directors and pass a resolution to dissolve the corporation. Minutes from this meeting must be officially recorded. Organizations that do not have a board can skip this step.
  • Corporations with shareholders must have the dissolution plan approved by a majority of shareholders in a vote at a shareholder meeting. This decision must be documented in writing.
  • File outstanding annual reports with the Arizona Corporation Commission.
  • Pay all outstanding business debts and notify your creditors about the dissolution of your business. This notification must provide a deadline for claim submission and a mailing address to which claims must be sent. Publication of the notice of dissolution in a local newspaper is not legally required unless your dissolution requires a tax clearance certificate. However, doing so may protect you from a future lawsuit by an unpaid creditor.
  • Pay outstanding administrative fees and taxes to the Arizona Corporation Commission.
  • Distribute the remaining business assets, which must be divided among shareholders in proportion with their ownership interests and reported to the IRS.
  • Close your business bank accounts and lines of credit.
  • Cancel all city, county, regional, and state business licenses and permits. Failure to do so may create financial or reporting obligations with the state.
  • File IRS Form 966 within 30 days of approval of your dissolution plan.
  • Cancel your federal tax ID number (EIN). This number will be automatically inactivated by the IRS when you file the business's last tax return. However, closing the account yourself can limit the risk of future issues. You can reactivate the EIN if you want to use it for a new business in the future. You must be in good standing with the IRS to cancel your EIN, meaning that all returns have been filed and outstanding taxes and fees paid.

Arizona LLC Dissolution Process

Dissolving an LLC in Arizona follows a structured process that differs slightly from corporations. Members must first consult the LLC’s Operating Agreement or Articles of Organization, since these documents often outline dissolution procedures. If no rules exist, Arizona law requires majority approval from members to move forward.

Once approved, the LLC should:

  • Settle business debts and obligations.
  • Notify creditors in writing with a deadline for claims.
  • Distribute assets among members according to ownership percentages.
  • File Articles of Termination (the LLC equivalent of Articles of Dissolution) with the Arizona Corporation Commission.

The Articles of Termination form requires basic information, including the LLC name, confirmation that debts are paid, assets distributed, and dissolution authorized.

Dissolution by the State

In certain circumstances, the state will administratively dissolve your Arizona business entity. This may occur if:

  • You owe state penalties and fees that are more than 60 days late.
  • Your annual corporate report is more than 60 days late.
  • You do not maintain a business address in the state and/or a registered statutory agent.
  • You do not notify the Arizona Corporation Commission of a change in the statutory agent or business address within 60 days of the change.
  • You do not file proof of publication within 60 days if you were required to publish a notice of dissolution.
  • The stated duration established by your articles of incorporation has expired.
  • A corporate representative or officer has made a material misrepresentation of fact in any official document.
  • A required certificate of disclosure was not submitted.

Filing Requirements and Fees

To formally dissolve an LLC in Arizona, you must file the Articles of Termination (LLC) with the Arizona Corporation Commission. Corporations, by contrast, use Articles of Dissolution. Both filings confirm that debts are settled and assets distributed.

  • Filing Fees: $25 standard, $35 expedited.
  • Processing Time: 15–20 business days (expedited processing is faster).
  • Submission Options: Online, by mail, or in person.

If the business has outstanding annual reports, penalties, or fees, the Commission will not accept the dissolution filing until these obligations are cleared.

Considerations To Remember

The length of the dissolution process for your Arizona business entity depends on the time you need to complete each of the actions listed above. The state processing time for articles of dissolution is typically 15 to 20 business days, but this varies depending on the current commission workload.

Pending articles of dissolution can be canceled without notice. If your articles have been approved and you want them to be revoked, you can make a request within 120 days of the dissolution date.

If you have registered your Arizona business as a foreign corporation in other states, these foreign entities must be dissolved before the primary domestic entity can be dissolved.

The articles of dissolution and articles of termination each carry a $25 filing fee, or $35 if you need expedited service.

Tax and Licensing Obligations During Dissolution

When learning how to dissolve an LLC in Arizona, it’s important to address tax and licensing issues:

  • Final Tax Filings: LLCs must file final state and federal tax returns. If the LLC had employees, final payroll tax returns and withholdings must also be submitted.
  • EIN (Employer Identification Number): The IRS automatically closes an EIN when the final return is processed, but submitting a closure request reduces future risk.
  • Business Licenses and Permits: All local and state licenses, seller’s permits, and professional licenses must be canceled.
  • Sales and Use Taxes: If the LLC collected sales tax, you must close the Arizona Transaction Privilege Tax (TPT) license with the Arizona Department of Revenue.

Failing to handle these obligations can leave members personally liable for penalties or future tax assessments.

Common Mistakes to Avoid in Arizona LLC Dissolution

Business owners sometimes make errors during the dissolution process that can lead to complications. Common mistakes include:

  • Filing Articles of Termination before settling debts or distributing assets.
  • Forgetting to cancel state or city business licenses, resulting in unnecessary renewals and fees.
  • Failing to notify creditors, which can expose members to lawsuits.
  • Not keeping written approval from members authorizing the dissolution.
  • Neglecting to dissolve any foreign registrations if the LLC was registered in other states.

Keeping detailed records and following each step reduces the risk of future legal or financial disputes.

Frequently Asked Questions

  1. Do I need unanimous consent to dissolve an LLC in Arizona?
    No. Unless your Operating Agreement requires unanimity, Arizona law allows dissolution with majority member approval.
  2. What form do I file to dissolve an LLC in Arizona?
    You must file Articles of Termination with the Arizona Corporation Commission. Corporations instead file Articles of Dissolution.
  3. How long does it take to dissolve an LLC in Arizona?
    Processing usually takes 15–20 business days, though expedited service ($35) is faster.
  4. Do I need to notify creditors before dissolving my LLC?
    Yes. Notifying creditors is strongly recommended and protects members from future liability.
  5. What happens if I don’t formally dissolve my Arizona LLC?
    The state may administratively dissolve your LLC for unpaid fees or reports. Members may remain liable for taxes and debts until dissolution is filed.

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