The process of Legally Closing a LLC in Arizona is called Dissolution.  After an Arizona LLC has been Dissolved, it ceases to be Legally Active in the Arizona Corporation Commission's records and may no longer Legally conduct business in the state of Arizona.

An Arizona LLC is created when the AZ Corporation Commission approves the Formation Documents - 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 Corporation Commission 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.

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 an Arizona LLC does not file its required reports or pay its tax obligations, then that AZ Limited Liability Company could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Arizona LLC with the Arizona Corporation Commission that AZ Limited Liability Company will be responsible for all recurring fees and penalties until the company has been legally closed.

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.

When an Arizona LLC is originally created, the Members (owners) may create a document called an Operating Agreement.  The Operating Agreement may include pretty much anything that has to do with running the LLC, including specific requirements which need to be followed before the LLC may be Legally Closed.  Before you do anything else, you should review the Operating Agreement for anything that needs to be done before the Business is Legally Closed.
What you have to do both before and after the Arizona LLC is Dissolved largely depends what kind of debts and liabilities that the Arizona LLC has.  If the Arizona LLC has not commenced business activities then the AZ LLC Dissolution process is easier.

1. Hold a Members meeting and record a resolution to Legally Close the Arizona LLC
   
   
   Arizona LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
   
   A meeting should be held of all Members of the Arizona LLC and a vote to Legally Close the Arizona Limited Liability Company taken.  There should be a majority of Members who vote Yes to Legally Close the company. A formal date on which the LLC will be closed should be specified.  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 any minutes or approvals into a form that is legally recognized by the Arizona Corporation Commission.
   
   
2. Clear up any business debts
   
   
   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.
   
   
3. Pay all taxes and administrative fees owed by the Arizona LLC
   
   
   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.

1. Distribute all remaining assets of the Arizona LLC
   
   
   If the Arizona LLC has any remaining assets, these may be divided according to the Members' ownership interests in the AZ Limited Liability Company.  Refer to the Articles of Organization for specific requirements, if any, for asset distribution.  All distributions to LLC Members must be reported to the IRS.
   
   
2. Close all business bank accounts of the Arizona LLC
   
   
   If there are any business bank accounts that have been opened for the Arizona LLC then those accounts must be closed.  If any business bank accounts are left open then there may be liability and obligations of the Dissolved Arizona LLC which could lead to legal problems down the line.
   
   
3. Cancel all local business licenses and permits of the AZ LLC
   
   
   If the Arizona LLC has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Arizona LLC may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   
   A dissolved Arizona LLC may be required to file IRS Form 966 with the US Internal Revenue Service.  If an Arizona LLC is required to file IRS Form 966, that 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.
   
   
5. Cancel the IRS account associated with the AZ LLC's Federal Tax ID (EIN)
   
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a 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 Legally Closed 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 revive 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.
   
   
6. Keep Records of all Pertinent Business Documents
   
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Organization and any Amendments - and all Dissolution douments.

You notify the IRS that your Arizona LLC has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your LLC has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Arizona LLC you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a LLC, that EIN stays with the LLC even after the Company has been Dissolved.  If you don't plan to reopen your Arizona LLC after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

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.

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 as soon as possible after we receive your order.  Once it is at the state we have no control over the Arizona Dissolution approval process.

The total cost to Legally Close an Arizona LLC varies depending on exactly what is required for each specific AZ Dissolution.  We charge $249 plus any state fees for our Arizona LLC Dissolution services. This includes:

We also offer these Arizona LLC Dissolution services separately as explained below.

If there are Foreign Limited Liability Companies 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 can be legally Dissolved.

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.