The Arizona Limited Liability Company (LLC) Act provides a means of formally ending an LLC by requiring that the LLC members go through both a dissolution and termination process.
Dissolution of an LLC is complete pursuant to Arizona Revised Statutes 29-781 when one of the following situations first occurs:
· Events that are specified for dissolution in the LLC’s articles of organization or operating agreement occur
· More than one-half of the members of the LLC and one or more members who would be entitled to receive assets valued at more than one-half of the value of all assets that would be distributed to LLC members on liquidation execute written consent for dissolution (unless otherwise indicated in the LLC’s operating agreement)
· Involuntary judicial or administrative dissolution
· Withdrawal of the last remaining member of the LLC, unless within 90 days, all assignees by written consent admit at least one member to continue the business operations of the LLC (unless otherwise indicated in the LLC’s operating agreement)
Following one of these actions, the LLC still will continue to exist until one of the following actions occurs:
· Filing articles of termination with the Arizona Corporation Commission
· A court issues a judicial decree terminating the LLC
· The Arizona Corporation Commission administratively dissolves the LLC
At this point, the LLC should not be conducting any further business, except as is necessary to wind up and liquidate its business and affairs. These tasks may include locating assets, liquidating assets, paying debts, and distributing assets to LLC members. Once the LLC has liquidated and distributed all of its known property and assets, a management or member of the LLC shall sign and file articles of termination with the Arizona Corporation Commission.
At Williams Mestaz, L.L.P., we dedicate our efforts to protecting your rights and interests with respect to the dissolution of your Arizona LLC or other business entity. We will gather the facts surrounding your case, present your options, and work with you to develop the best strategy for your case. Do not hesitate to contact our office right away so that we can begin working on your case.