How to Dissolve an LLC in Arizona: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Begin the dissolution process by obtaining consent from LLC members according to your operating agreement. Arizona law requires member approval for voluntary dissolution. If your operating agreement doesn't specify voting requirements, Arizona Revised Statutes require unanimous consent unless otherwise stated in the articles of organization. Document this decision in writing with meeting minutes or written consent.

   Pro tip: Review your operating agreement carefully before voting, as it may require specific procedures, notice periods, or voting thresholds for dissolution decisions.
2. 2

   File Articles of Dissolution with the Arizona Secretary of State

   Submit the Articles of Dissolution form to the Arizona Secretary of State along with the $25 filing fee. You can file online at https://azsos.gov/business/corporations/existing-entity or by mail. Note that Arizona requires filing with the Corporation Commission, not the Secretary of State. The form must include your LLC's name, date of dissolution, and a statement that dissolution was authorized. Processing times vary depending on filing method and current workload.

   Pro tip: File online for faster processing and immediate confirmation. Keep a copy of the filed Articles of Dissolution for your records as proof of legal dissolution.
3. 3

   Notify Creditors and Settle Debts

   Arizona doesn't mandate a specific creditor notice period by statute, but you should provide reasonable notice to all known creditors and claimants. Send written notice of the dissolution and establish a deadline for submitting claims (typically 30-120 days). Publish a notice in a newspaper if you want to cut off claims from unknown creditors. Pay all valid debts and obligations before distributing assets to members.

   Pro tip: Keep detailed records of all creditor notifications and debt settlements. Consider setting aside funds in escrow for potential disputed claims to protect members from future liability.
4. 4

   Close Arizona State Tax Accounts

   File your final Arizona state tax returns and close all state tax accounts with the Arizona Department of Revenue. This includes transaction privilege tax, withholding tax, and any other applicable state taxes. Submit final returns by the normal due dates and pay any outstanding tax liabilities. Request written confirmation that all state tax obligations are satisfied.

   Pro tip: File final tax returns even if you had no income during the final period. The state needs official confirmation that your tax obligations are complete.
5. 5

   Cancel Your EIN with the IRS

   Notify the IRS that your LLC is dissolved by sending a letter to the IRS Cincinnati office. Include your LLC's name, EIN, dissolution date, and reason for dissolution. While the IRS doesn't formally 'cancel' EINs, this notification prevents future tax filing requirements and potential penalties. Also file your final federal tax return (Form 1065 for multi-member LLCs).

   Pro tip: Send your EIN cancellation letter via certified mail to have proof of delivery. The IRS address is: Internal Revenue Service, Cincinnati, OH 45999.
6. 6

   Distribute Remaining Assets to Members

   After paying all debts and obligations, distribute the remaining LLC assets to members. Arizona law requires you to follow the distribution order specified in your operating agreement. If no agreement exists, distribute assets according to members' ownership percentages as outlined in Arizona Revised Statutes. Document all distributions in writing and obtain member receipts.

   Pro tip: Complete an asset inventory and get professional valuations for non-cash assets before distribution. This protects you from future disputes about asset values.
7. 7

   Confirm Dissolution is Complete

   Verify that your dissolution is officially recorded by checking the Arizona Secretary of State's business database. Your LLC status should show as 'dissolved' or 'inactive.' Retain copies of all dissolution documents, final tax returns, asset distribution records, and creditor notifications for at least seven years. Consider consulting an attorney to ensure all legal requirements have been met.

   Pro tip: Create a dissolution file with all relevant documents. You may need these records for future tax audits, legal issues, or if you decide to start another business.

Winding-Up Checklist

• Cancel all Arizona business licenses and permits

  Contact the Arizona Department of Revenue and other licensing agencies to surrender active licenses and permits. Some licenses may have surrender fees or specific cancellation procedures.

• Close business bank accounts

  After all debts are paid and assets distributed, close all business bank accounts and credit lines. Obtain final statements showing zero balances for your records.

• Cancel business insurance policies

  Cancel general liability, property, and other business insurance policies. You may be entitled to refunds for unused premium periods.

• Notify vendors, suppliers, and customers in writing

  Send formal dissolution notices to all business contacts, including lease agreements that need termination. Provide forwarding information for any final communications.

• File final payroll tax returns and W-2s (if you had employees)

  Submit final quarterly payroll tax returns to the IRS and Arizona Department of Revenue. Issue final W-2s and 1099s by the required deadlines.

• Retain business records per Arizona retention requirements

  Keep all business records, including financial statements, tax returns, and corporate documents, for at least seven years as required by Arizona law and IRS regulations.