What is Arizona LLC Dissolution? |
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An Arizona LLC is created when the AZ Corporation Commission approves the Articles of Organization.
A record of the Arizona LLC is added to the list of LLCs which have officially registered with
the Arizona Corporation Commission.
Once a LLC is registered with the Arizona Corporation Commission, that LLC immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
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An Arizona LLC is created when the AZ Corporation Commission approves the Articles of Organization.
A record of the Arizona LLC is added to the list of LLCs which have officially registered with
the Arizona Corporation Commission.
Once a LLC is registered with the Arizona Corporation Commission, that LLC immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
If you've registered an Arizona LLC with the Arizona Corporation Commission and want to cease business activities
you have to let the AZ Corporation Commission know that you intend to close your company.
Only after the AZ Secretary of State has made sure that all of the obligations of the Arizona LLC have been fulfilled will
the Corporation Commission approve of the closure of the company.
When the Arizona Corporation Commission approves the closing of an AZ LLC, that Arizona LLC is said to be
Dissolved.
The process of Dissolving an Arizona LLC is called Arizona LLC Dissolution.
Articles of Termination terminate the existence of an Arizona LLC.
In Arizona all know property and assets of the Arizona LLC must have been applied and distributed, and all debts of the AZ LLC must have been paid prior to Termination.
Arizona law does not allow for the filing of Articles of Termination unless all property and assets of the Arizona LLC, if there are any, have been distributed.
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Why do I need to Dissolve an Arizona LLC? |
As soon as an Arizona LLC is registered with the AZ Corporation Commission, that LLC is responsible for
recurring obligations of the Arizona Corporation Commission and the Arizona Department of Revenue.
If the Arizona LLC does not file reports or pay taxes then that AZ Limited Liability Company could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Arizona LLC with the Arizona Corporation Commission that AZ Limited Liability Company will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve an Arizona LLC? |
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Arizona LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Arizona LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
There are things you need to do before you can request approval of LLC Dissolution from the Arizona Corporation Commission;
and things that you have to do after the AZ Corporation Commission has approved Dissolution of the Arizona LLC.
What you have to do both before and after the Arizona LLC is Dissolved largely depends on if the Arizona LLC has commenced business
and how many assets, debts and liabilities, if any, that the AZ Limited Liabilty Company has.
If the Arizona LLC has not commenced business then the AZ Limited Liability Company Dissolution process is easier.
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What do I have to do before I Dissolve an Arizona LLC? |
Things you need to do before you Dissolve an Arizona LLC.
1. Hold a Members meeting and record a resolution to Dissolve the Arizona LLC
2. Clear up any business debt
3. Pay all taxes and administrative fees owed by the Arizona LLC
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1. Hold a Members meeting and record a resolution to Dissolve the Arizona LLC
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If the Arizona LLC has any Members then a meeting should be held and a vote to Dissolve the Arizona Limited Liability Company taken.
Minutes of the meeting should be recorded and retained in the business records.
If the Arizona LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Arizona LLC.
- We can transcribe and compile minutes or approvals into a form that is legally recognized by the Arizona Corporation Commission.
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2. Clear up any business debts
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All creditors of an Arizona LLC should be given notice of the pending LLC Dissolution.
Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may
be submitted.
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3. Pay all taxes and administrative fees owed by the Arizona LLC
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The Arizona Corporation Commission will definitely not approve the Dissolution of an Arizona LLC until all
outstanding taxes and applicable registration and administrative fees have been paid.
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What do I have to do after I Dissolve an Arizona LLC? |
Things you have to do after you Incorporate in Arizona.
1. Distribute all remaining assets of the Arizona LLC
2. Close all business bank accounts of the Arizona LLC
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the AZ LLC's Federal Tax ID (EIN)
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1. Distribute all remaining assets of the Arizona LLC
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If the Arizona LLC has any remaining assets, these may be divided according to the Members' ownership interests
in the AZ Limited Liability Company.
All distributions to LLC Members must be reported to the IRS.
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2. Close all business bank accounts of the Arizona LLC
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If there are any business accounts that have been opened for the Arizona LLC then those accounts must be closed.
If Company Business accounts are left open there may be liability and obligations of the Dissolved Arizona LLC which could
lead to legal problems down the line.
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3. Cancel all local business licenses and permits of the AZ LLC
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If the Arizona LLC has obtained any state, regional, county or city business licenses or permits, each
of those must be cancelled to avoid any reporting or fiscal obligations of the Arizona LLC.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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Most Dissolved Arizona LLCs must file IRS Form 966 with the US Internal Revenue Service.
If an Arizona LLC is required to file IRS Form 966, the filing is required within 30 days after the final Dissolution
plan is approved.
Filing IRS Form 966 lets the Federal Government know that the Arizona LLC has been legally Dissolved
so that it may take the appropriate actions.
- We can prepare IRS Form 966 for you to file.
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5. Cancel the IRS account associated with the AZ LLC's Federal Tax ID (EIN)
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A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Arizona LLC.
Once the IRS links an EIN to an Arizona LLC, that EIN stays with the Arizona LLC even after the Company has been Dissolved by the
Arizona Corporation Commission.
When the IRS processes the final tax return for the Arizona LLC, they automatically make the EIN inactive.
However, the account associated with the EIN is not automatically closed.
Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
If you should decide to revivie the Arizona LLC down the line then the IRS will reactivate the old EIN for your new Business.
Before an Arizona LLC can close an EIN account, it must be in Good Standing with the IRS.
The Arizona LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Arizona LLC cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
- We can prepare the formal documents which you can sign and submit to the IRS in order to close the account
associated with your EIN.
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How long does it take to Dissolve an Arizona LLC? |
The time it takes to Dissolve an Arizona LLC varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Arizona Corporation Commission usually takes around 15-20 business days to process the Articles of Termination.
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The time it takes to Dissolve an Arizona LLC varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Arizona Corporation Commission usually takes around 15-20 business days to process the Articles of Termination.
Processing times for Arizona LLC Dissolution filings vary depending on the work load of the
Corporation Commission's staff.
We've found that normal processing of Arizona Dissolution filings takes the state around 15-20 business days.
PLEASE NOTE: WE CANNOT GUARANTEE ARIZONA CORPORATION COMMISSION PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the Arizona Corporation Commission .
In our experience 15-20 business days is the time it usually takes the Arizona
Corporation Commission to process an Arizona Dissolution filing.
We get your Arizona LLC Dissolution filing to the AZ Corporation Commission ASAP.
Once it is at the state we have no control over the Arizona Dissolution approval process.
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How much does it cost to Dissolve a LLC in Arizona? |
The total cost to Dissolve an Arizona LLC varies depending on exactly what is required for each specific
AZ Dissolution.
We charge $224.00 plus any state fees for our Arizona LLC Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Members meeting which proposes Dissolution
- Prepare and file Articles of Termination with the Arizona Secretary of State
- Prepare US IRS Form 966 for you to sign and file
- Prepare documents to cancel Federal EIN account
- Certified copy of Dissolution filing from AZ Secretary of State
- Priority Mail Delivery of all documents
- Unlimited Customer Support
We also offer these Arizona LLC Dissolution services separately as explained on the right side of this web page.
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What do I have to do if I want to Dissolve a Foreign LLC that is tied to an AZ Domestic LLC? |
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If there are Foreign LLCs in states other than Arizona that are tied to the Domestic Arizona LLC then
each of those Foreign LLCs must be Dissolved before the Arizona LLC is legally Dissolved.
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Can I revoke Dissolution after it is approved by Arizona? |
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Pending Articles of Termination for an Arizona LLC may be revoked, however, once the Articles of Termination for an AZ LLC have been approved by the Arizona Corporation Commission they cannot be revoked. Once an Arizona LLC has been terminated, its existence in Arizona ceases to exist and the AZ LLC cannot be reinstated.
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Do I have to publish a Notice of Dissolution of the Arizona LLC? |
There are no state of Arizona requirements for the publication of a Notice of Dissolution of an Arizona LLC.
While the Arizona Corporation Commission does not legally require the publication of a Notice of Dissolution of an Arizona LLC, publication is
a good way to notify anyone who might have a claim against the Arizona LLC.
Evidence of publication might prove useful down the line if someone makes a claim against the AZ Limited Liability Company after
the Arizona LLC has been dissolved.
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