You just found out that your Arizona entity has been administratively dissolved. How do you revive or reinstate your business? Reinstatement will get your delinquent entity back to good standing, so you may resume business as usual.
Let’s cover how your business got here in the first place. The Arizona Corporations Commission (ACC) will administratively dissolve your business for any of these reasons, among others:
• Failure to pay any fees or penalties required by law
• Failure to appoint or maintain a statutory agent (Arizona’s term for registered agent)
• Failure to keep an Arizona principal address
• Failure to properly file any paperwork needed for changes to your articles of organization or incorporation
If you fail to do any of the above stated actions for sixty days, the ACC has the authority to administratively dissolve your business. Note that if your business has been dissolved, you may not conduct any business, except those necessary to finish up all business affairs.
Reinstatement must be within six years of the dissolution. In order to reinstate your business to good standing, you must correct the issue that caused the dissolution and then follow the steps corresponding with that cause. The ACC will send you a notice of administrative dissolution that lists the reasons for dissolution or you may contact the ACC to find out why. If the dissolution occurred more than six years ago, you are no longer able to reinstate the business. In that case, you would need to register a new entity with the ACC.
Failure to pay any fees or penalties required by law
If your business was dissolved due to failure to pay any fees or penalties required by law, you must pay the fee in order to be reinstated.
Failure to appoint or maintain a statutory agent
If your business was dissolved because you failed to appoint or maintain a statutory agent, you must first appoint a statutory agent. If your statutory agent is an individual, that person must be 18 years of age and reside in Arizona. If you appoint a business as your statutory agent, that business must have an address in Arizona and be authorized to transact business in the state. Next, you need to file a corporation or LLC Statement of Change Form. You can file a Statement of Change for both an LLC or corporation by using the ACC’s online eCorp system. Alternatively, you can file the statement of change by delivering paper documents to the ACC, which must include a Statutory Agent Acceptance form.
Failure to keep an Arizona principal address
If you have an LLC, you will never be administratively dissolved for failure to keep an Arizona principal address. The Arizona LLC statutes allow the LLC’s principal addresses to be anywhere. However, if you have a corporation, your Known Place of Business must be a physical address within Arizona. If you failed to keep an Arizona Known Place of Business, you will need to first obtain a physical address in Arizona. This must be a street address. P.O. Boxes and personal mailboxes are not allowed. Second, you will need to file a Statement of Change form. See “Failure to appoint or maintain a statutory agent” for more information on filing the Statement of Change Form.
Failure to properly file any paperwork needed for changes to your articles of organization or incorporation
If your entity was dissolved for failure to properly file any paperwork needed for changes to your articles of organization or incorporation, you need to file Articles of Amendment with the ACC. LLCs are required by law to amend their articles of organization when there is a change, resulting in the articles no longer being accurate. For example, you must file an amendment if there is a change of the LLC’s name, members, managers, or entity type. Corporations are also required to file Articles of Amendment with the ACC to reflect any changes in the corporate information. Some reasons you would need to file an amendment are if there was a change in the corporation’s purpose, name, stock information, or officers.
Next, you will need to pay all taxes, interest, and penalties that are due.
Finally, you will need to file an application for reinstatement with the ACC. There will be a $100 filing fee for regular processing and a $135 fee for expedited processing. Once you complete all the steps and file you application for reinstatement the normal processing time is around 20 business days. For expedited processing you can expect it to take around 3 business days. We recommend contacting an experienced Arizona business lawyer to ensure that your business is quickly and correctly reinstated.
