It is important to follow the proper procedure when dissolving your LLC in Arizona. This will ensure everyone associated with the LLC is properly protected from liability. If you have decided to dissolve your LLC, you will need to follow these few steps. An Arizona business attorney can assist you with the process.
Step 1: Consult the Company’s Formation Documents
Often the company’s articles of organization and operating agreement will contain rules for dissolving the company. Usually, approval by all LLC members must be provided through a vote. The organizational documents of the company will specify the percentage of votes required for dissolution. Alternatively, Arizona’s LLC Act allows an LLC to be dissolved with written consent to dissolve from one-half of the LLC members and from one of more LLC members who, upon dissolution and liquidation, would be entitled to receive assets valued at more than one-half the total value of assets distributed. Be sure to document the decision to dissolve the LLC.
Step 2: IRS Forms
The IRS requires certain forms to be filed when you go through the process of dissolving your business. A final tax return for the year your close you LLC needs to be filed. Also, you must make final federal tax deposits and report employee taxes. Documents pertaining to the disposition of your business property should be filled out and submitted as well. The IRS has a checklist for all the required documents you will need to submit.
Step 3: Articles of Termination
You must file articles of termination with the Arizona Corporation Commission (“ACC”). The articles of termination form, instructions, and ACC cover sheet (which must be included with your filing) can be downloaded from the ACC website. There is a $35 filing fee required when submitting the certificate.
