How to Dissolve an LLC in Arizona (2026)

Arizona LLC Dissolution Quick Reference

These are the exact numbers for closing an Arizona LLC. They come straight from the Commission's own form, instructions and fee schedule.

How to dissolve an LLC in Arizona: 6 steps

The Commission wants six steps done in order before it approves your termination. The form's sworn statement requires all known assets to be fully applied and distributed already, so filing before that step is done can get your termination rejected.

Letting an LLC lapse is different from dissolving it properly. The Commission can dissolve a non-compliant LLC on its own [1].

Administrative dissolution does not end a member's liability for unpaid debts. For the general process across states, see how to dissolve an LLC.

Step 1: Vote to dissolve

Members dissolve an Arizona LLC through written consent. Check your operating agreement first, since it can set its own vote rule.

If it doesn't, the default rule applies [2]. That default needs a majority of members. It also needs agreement from whoever would get more than half the company's assets if the LLC closed today.

That second condition matters most when ownership stakes and liquidation-value shares don't line up. A member with a small ownership stake but a large liquidation-value entitlement can still block or approve the vote.

Step 2: Notify creditors

Give known creditors written notice of the dissolution. The notice must explain how to send a claim and where to send it.

It must also give a deadline of at least 120 days after the creditor gets it [3]. Miss that deadline, and the claim is barred.

You can also file and publish a Notice of Winding Up. That optional step caps most future claims at three years from publication [4]. It's a good option if you're worried about creditors you don't know about yet.

Step 3: File final tax returns

File any remaining Arizona tax returns and pay what you owe. Do this before you close the business down. Arizona does not require a tax clearance certificate for LLC termination.

Close the LLC's transaction privilege tax license and any withholding accounts once your final returns are filed with the Arizona Department of Revenue.

Step 4: File the Articles of Termination with the Arizona Corporation Commission

File the form once members have voted. Creditors need to be notified first. The LLC's remaining assets need to be fully applied and distributed too.

The filing fee is $35 for regular processing. Pay an extra $35 for faster review, or more for same-day, next-day and two-hour service.

Mail the form or drop it off in person at 1300 W. Washington St., Phoenix, AZ 85007. The Commission does not accept this specific form online. Call (602) 542-3026 with filing questions.

The signature on the Articles of Termination needs no notary. Arizona does not require newspaper publication of the termination either.

Step 5: Distribute remaining assets

Arizona law sets a strict order for winding up an LLC's finances. Pay off creditors first. That includes any member the LLC owes money to, even if that member is also an owner [5].

Next, return each member's unreturned contributions, up to what they originally put in. Split whatever surplus is left after that. Use each member's normal distribution rights to decide the split instead of their ownership percentage.

Step 6: Close accounts and cancel licenses and permits

Close the LLC's bank accounts once members get their final distributions, along with any credit lines or loans in the LLC's name. Keep your approved Articles of Termination on hand when you do this.

Cancel any local business licenses and permits tied to the LLC. Tell the counties or cities that issued them that the business has closed. A license left active can keep generating renewal notices and fees for a company that's already gone.

FAQs

1. https://www.azleg.gov/ars/29/03708.htm
2. https://www.azleg.gov/ars/29/03701.htm
3. https://www.azleg.gov/ars/29/03704.htm
4. https://www.azleg.gov/ars/29/03705.htm
5. https://www.azleg.gov/ars/29/03707.htm