How to dissolve an Arizona LLC
Data last updated: Apr 21, 2026The quick read on dissolving a Arizona LLC
$35 is roughly in line with the $46 national average. Arizona accepts the dissolution filing online or mail, with online approvals in about 14 business days. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.
Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Arizona filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.
Dissolution steps in Arizona
The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.
- Member vote to dissolve
Arizona's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
- File the Articles of Termination (Form L022) with Arizona Corporation Commission - Corporations Division
Filing fee is $35. Online filing is available through the state portal. Mail filings are accepted. Paid expedite available for $35.
- Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
- Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.
How this plays out in Arizona
Pull the operating agreement and follow whatever dissolution threshold it specifies. A.R.S. Section 29-3701 defaults to the affirmative vote or consent of all members if the agreement is silent. Document the vote in a written consent before moving to the state filing.
File the Articles of Termination (Form L022) with the Arizona Corporation Commission. Arizona switched to the new Limited Liability Company Act effective September 1, 2020, so the modern form is L022 (Articles of Termination), not the legacy L022's Chapter 4 predecessor. The $35 base fee covers regular processing at roughly 14 business days online; paper filings mailed to the Phoenix address can run 21 days. An expedite surcharge of $35 brings online turnaround down to about 5 business days, and Arizona also offers same-day and 2-hour accelerated tiers at higher prices.
Close the state tax side separately. The Department of Revenue will not issue or require a tax clearance certificate, but the LLC still needs to cancel its Transaction Privilege Tax (TPT) license and any withholding account, and file final returns for the tax year of termination. Close the federal side last: final federal return marked "final," IRS Form 966 if the LLC elected C-corp treatment, and a written EIN closure request.
What a clean Arizona dissolution actually costs
The Secretary of State fee is rarely the biggest line item. For most Arizona LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.
| Cost component | Amount | Notes |
|---|---|---|
| Base Secretary of State filing | $35 | Filed with Arizona Corporation Commission - Corporations Division |
| Paid expedite (optional) | +$35 | 120-hour turnaround |
| Final federal return (DIY) | Free | Or $200 to $800 if a CPA prepares it |
| Foreign-LLC withdrawals (if any) | $10 to $125 per state | Each state where you qualified as foreign LLC |
How Arizona compares to other states
$35 is roughly in line with the $46 national average. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Arizona sits at #28 from cheapest to most expensive.
Filing path matters as much as the fee. Arizona's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Arizona does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.
Requirements at a glance
Common pitfalls
The most common Arizona mistake is confusing the new Articles of Termination with the old Articles of Dissolution form. Arizona runs two parallel LLC regimes. Entities formed before September 1, 2020 under the old Chapter 4 Act can still use the legacy Articles of Dissolution (Form C022), but every entity that filed or converted under the new Chapter 7 Act files Form L022. Submitting the wrong form gets the filing bounced and you lose the $35 fee unless you correct and resubmit.
The second pitfall is the Transaction Privilege Tax. Arizona's TPT license auto-renews and keeps the LLC on the hook for periodic filings even after the Corporation Commission accepts the Articles of Termination. Cancel the TPT license at azdor.gov in the same week you file the dissolution, and file a final TPT return marked "final" for the last period the LLC had activity. Leaving the license open generates non-filing penalties on a dead entity.
What happens after the state accepts your filing
Once the ACC accepts the Articles of Termination, the LLC is dissolved under the new Arizona Limited Liability Company Act and the name is released. Because Arizona LLCs do not file an annual report, there is no trailing renewal obligation with the Corporation Commission. Members should wind up the LLC's remaining affairs, pay creditors, and distribute any remaining assets. File the LLC's final federal return for the year of dissolution, close the EIN through the IRS, and keep records for at least five years. Creditor claims can be brought against the LLC's remaining assets for up to three years after termination under A.R.S. Section 29-3708.
Documents and filings checklist
- Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
- Articles of Termination (Form L022)
Filed with $35 fee at Arizona Corporation Commission - Corporations Division. Form PDF.
- Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
- IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
- IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
- State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
- Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.
Filing agency
Arizona Corporation Commission - Corporations Division
- Website
- azcc.gov/corporations/home
- Phone
- (602) 542-3026
- answers@azcc.gov
- Arizona Corporation Commission, Corporations Division, 1300 West Washington Street, Phoenix, AZ 85007-2996
- Office
- Arizona Corporation Commission, 1300 West Washington Street, Phoenix, AZ 85007-2996
- Hours
- 8:00 AM to 5:00 PM Mountain, Monday to Friday
Frequently Asked Questions
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How much does it cost to dissolve an Arizona LLC?
The Articles of Termination (Form L022) filing fee is $35 at the Arizona Corporation Commission, online or by mail. Optional expedited service adds $35 for roughly 5-day turnaround, or there are same-day and 2-hour tiers at higher prices. Arizona has no tax clearance fee and no annual report renewal for LLCs, so the baseline state cost is $35.
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How long does Arizona LLC dissolution take?
Standard online filings through the Arizona Business Center process in roughly 14 business days; mailed paper filings typically run 21 days. Expedited service at $35 compresses online turnaround to about 5 business days, with same-day and 2-hour tiers available at higher prices for walk-in filings.
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Do I need a tax clearance certificate in Arizona?
No. The Arizona Department of Revenue does not issue or require a tax clearance certificate before the Corporation Commission will accept Articles of Termination. You still need to cancel your Transaction Privilege Tax (TPT) license and file final returns at azdor.gov, but clearance is not attached to the $35 dissolution filing.
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What vote is needed to dissolve an Arizona LLC?
Under A.R.S. Section 29-3701, voluntary dissolution defaults to the affirmative vote or consent of all members if the operating agreement is silent. Your agreement controls, so pull it, follow whatever it specifies, and document the vote in a written consent before filing Form L022. See the Arizona LLC formation page for more context on the operating agreement framework.
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Which form do I file, L022 or C022?
File Form L022 (Articles of Termination) if the LLC is governed by the new Arizona Limited Liability Company Act (effective September 1, 2020), which covers every entity formed or converted under Chapter 7. Form C022 (Articles of Dissolution) applies only to LLCs that stayed under the legacy Chapter 4 Act. Check the LLC's current statutory basis on the ACC entity record before filing.
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What happens if I just stop operating?
Arizona LLCs do not file an annual report, so there is no renewal trigger that administratively dissolves the entity. The LLC stays on the ACC's books indefinitely as a registered entity, and the Department of Revenue keeps the TPT license active until you cancel it. Stopping operations without filing a $35 Articles of Termination leaves the LLC exposed to TPT non-filing notices and potential penalties.
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Do I need to notify the IRS?
Yes. File a final federal return marked as the final return (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if taxed as a corporation), file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by writing to the IRS. The IRS close-a-business page lists the full federal checklist.
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How long does LLC dissolution take in Arizona?
Online filings are processed in about 14 business days through the state portal. Mail filings take about 21 business days once received. Paid expedite for $35 cuts processing to 120 hours.
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Can I file the Articles of Termination (Form L022) online?
Yes. Arizona accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
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What vote is required to dissolve a Arizona LLC?
Arizona's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
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Does dissolution close my federal tax obligations?
No. The Arizona Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
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Will my LLC name become available for someone else to use after dissolution?
In most cases yes. Arizona typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.
Related
Sources
- Filing fee: azcc.gov/docs/default-source/corps-files/fee-schedules/fee-schedule-ll… · verified April 21, 2026
Arizona Corporation Commission Schedule of Fees - Limited Liability Companies (A.R.S. Title 29). Articles of Termination (Form L022) filing fee is $35 regular, $70 expedited (expedited adds a $35 surcharge). Arizona uses the new Limited Liability Company Act (Title 29 Chapter 7) effective September 1, 2020 for all LLCs. - Form name: azcc.gov/corporations/forms#llc · verified April 21, 2026
Under the Arizona Limited Liability Company Act (A.R.S. Title 29 Chapter 7), the dissolution document is titled 'Articles of Termination' (Form L022). The legacy Chapter 4 Act used 'Articles of Dissolution' (Form C022); that form is retained for pre-September 2020 filings but new filings use L022. - File online: ecorp.azcc.gov/ · verified April 21, 2026
Arizona Corporation Commission eCorp portal accepts online LLC Articles of Termination filings. Processing time is typically 2 to 3 weeks standard, 5 to 7 business days expedited. - Tax clearance required: azdor.gov/businesses-arizona/cancel-business-license · verified April 21, 2026
Arizona Department of Revenue does not issue or require tax clearance certificates before LLC dissolution. The LLC must cancel its Transaction Privilege Tax (TPT) license and file final returns, but the Corporation Commission does not require DOR sign-off to accept Articles of Termination. - Member vote standard: www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/29/04101… · verified April 21, 2026
A.R.S. Section 29-3701 (events causing dissolution) defers to the operating agreement. Default under A.R.S. Section 29-3701(A)(2) is the affirmative vote or consent of all members; operating agreement may set a different threshold. - Public notice required: azcc.gov/corporations/forms#llc · verified April 21, 2026
Arizona requires newspaper publication for LLC formation (A.R.S. Section 29-3201) in most counties, but does not require newspaper publication of dissolution. Winding up the LLC's affairs includes notifying known creditors directly. - Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS closing-a-business checklist covers final federal returns, employment tax deposits, and EIN account closure.