There are many reasons why you may want to close a business in Arizona. Some dissolve businesses to avoid bankruptcy while others simply want to retire. Whatever the reason, it’s important to properly dissolve your Arizona business. Even if your business isn’t in the best financial position, the state still expects that you fulfill your state compliance requirements such as tax payments and annual filings. If a business isn’t officially dissolved, you may be subject to fines and penalties for failure to comply with Arizona’s dissolution process. There could even be negative impacts on the other members’ or owners’ credit and future business ventures.
In this guide, we’ll explain how to dissolve a business in Arizona and show you the different ways we can help. Keep in mind that a business can be administratively dissolved for failure to satisfy the state’s requirements. However, we’ll be covering the Arizona voluntary dissolution process.
If you’re looking to start an Arizona limited liability company (LLC) or corporation, we have the resources you need for that too.
Doing some legwork now will save you time later. If you’re considering dissolving your Arizona LLC or corporation, make sure you have a secure and thorough record of all business transactions. You’ll need access to this information to dissolve an Arizona business.
Getting an accurate valuation of your business is a critical first step in closing a business. The valuation must include everything from real estate to inventory to assets. If you’re not sure how to value your business, consider hiring a professional. You’ll need to gather all documentation related to any business operations, including contracts with third parties and tax information.
We can make this easier if you use our Worry-Free Compliance service. We can store and organize your business documents in a personalized dashboard, so that you have access to what you need when you need it.
Just because you dissolve your Arizona business doesn’t mean your debts go away. You’re still obligated to pay those off or else you could face legal repercussions. Take a look at how much your business owes and who you owe it to. Once you do this, you’ll have a better understanding of how much will be leftover once the business’s debts are paid.
The Arizona Corporation Commission (ACC) handles dissolution filings and has different documents depending on what type of entity is filing for dissolution. To dissolve an Arizona corporation, you must file Articles of Dissolution in Arizona with the ACC. The articles require basic information about the corporation, such as:
To dissolve an Arizona LLC, file Articles of Termination with the ACC. This document requires only the name of the LLC and an authorized signature. If you’re looking to start an LLC, use our Arizona LLC formation service.
You can file your articles online, in person, or by mail. For Articles of Dissolution, you also have the option to fax the document. All filings must contain a cover sheet. The ACC publishes its current processing times on a weekly basis. For information on applicable filing fees, check out the ACC’s fee schedule.
Your business’s governing operating document will likely set forth dissolution instructions. For LLCs, look at your operating agreement, and for corporations, check the corporate bylaws. Typically, you’ll need a majority vote by the LLC members or voting shareholders to dissolve the company. You also need to follow any procedural requirements laid out in the operating document, such as the required amount of notice before holding a meeting.
If you never created an operating document for your business, then you must follow state law. For example, under Arizona law, a corporation’s board of directors may propose a dissolution for the shareholders to decide by a majority vote.
To help avoid this, we can provide Arizona Operating Agreement templates for LLCs during the formation process. This allows you to tailor an operating agreement to your business’s needs and makes dissolution easier down the road.
Regardless of what the LLC’s operating agreement or the corporate bylaws say, you still need to file the dissolution documents with the ACC.
Many businesses must get a combination of licenses, permits, certificates, and registrations to legally operate. These are issued by federal, state, and local agencies and vary based on your business’s industry, activities, and location. Some licenses and permits automatically renew, so it’s up to you to know when or if that happens. Check with the issuing agency to get the information you need.
Before you can officially dissolve your business, you must satisfy any legal and financial obligations. For example, if your company has employees, make sure you’re complying with federal and state requirements for employee payments and earned benefits after dissolution.
You must also file a final tax return (state and federal, if applicable) and cancel the business’s Employment Identification Number (EIN).
Most Arizona corporations must also get a tax certificate clearance, or certificate of compliance, to dissolve. Note that this doesn’t apply to Arizona LLCs. The Arizona Department of Revenue will issue a certificate of compliance once it determines that the corporation has met all tax obligations or that the corporation wasn’t subject to tax. A tax certificate clearance is necessary if your corporation does any of the following:
To get a certificate of compliance, you must request one from the Arizona Department of Revenue by submitting a form. You have six months from the date you file the Articles of Dissolution to submit the tax clearance certificate to the ACC. If a certificate is required for your corporation, you also need to publish the Articles of Dissolution in a local newspaper.
To voluntarily dissolve your Arizona business, file Articles of Termination (for LLCs) or Articles of Dissolution (for corporations) with the ACC. Check the ACC’s processing time webpage and fee schedule for the most up-to-date information. Once the ACC confirms that your corporation or LLC has satisfied all the filing requirements and obligations, your business will exist only for the purpose of “winding up” any remaining activities and affairs. Examples of “winding up” activities include:
It’s important to note that you can’t file your LLC’s Articles of Termination until all the property and assets of the LLC have been distributed.
Dissolving an Arizona LLC or corporation takes some organization and planning, and you may need to enlist the help of professionals. We have some useful tools and services, like our Worry-Free Compliance Service, that will help you prepare to dissolve your company. If you still have questions about how to dissolve a business in Arizona, we can provide additional resources and support.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
To dissolve an Arizona corporation or LLC, you must go through a series of steps, starting with valuing your business to filing the final dissolution paperwork. Checking your business’s operating document is a good place to look for what’s required to dissolve the company. But don’t worry if you never adopted an operating agreement or corporate bylaws. Arizona law will tell you what to do to officially dissolve.
There are filing fees for submitting the dissolution paperwork to the ACC, so it’s best to check the fee schedule for the most current fee information.
This all depends on how long it takes the ACC to receive the necessary paperwork and determine that the business has met all its filing requirements and paid all fees, penalties, and costs. Every Monday, the ACC posts its current processing times on its website.
A nonprofit organization is dissolved the same way a for-profit one — by filing Articles of Dissolution with the ACC.
Arizona Business Resources
Business Dissolution by State