Fill and Sign the Arizona Dissolution Package to Dissolve Limited Liability Company Llc Arizona Form

LIMITED LIABILITY COMPANY VOLUNTARY DISSOLUTION ARIZONA Electronic Version STATUTORY REFERENCE ARIZONA REVISED STATUTES, §§ 29-781 through 29-786 http://www.azleg.state.az.us/ArizonaRevisedStatutes.asp?Title=29 INTRODUCTORY NOTES AND LAW SUMMARY In Arizona, a limited liability company may be dissolved voluntarily, administratively, or judicially. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. A limited liability company is dissolved on the occurrence of the first of the following: 1. At the time or on the happening of the events specified for dissolution in the articles of organization or an operating agreement. 2. Except as otherwise provided in an operating agreement, the written consent to dissolve by more than one-half of the members and by one or more members who on dissolution and liquidation of the assets of the limited liability company would be entitled to receive assets valued at more than one-half of the value of all assets distributed to all members on liquidation. 3. Entry of a judgment of dissolution under § 29-785 or an administrative dissolution under § 29-786. [This package only covers voluntary dissolution, not administrative or judicial dissolution.] 4. Except as otherwise provided in an operating agreement, an event of withdrawal of the last remaining member unless within ninety days all assignees by written consent admit at least one member to continue the business of the limited liability company. After the dissolution of a limited liability company, its separate existence continues until articles of termination have been filed with the commission or until a decree terminating the limited liability company has been entered by a court of competent jurisdiction. After its dissolution, the limited liability company must proceed to collect its assets, convey and dispose of its properties that are not to be distributed in kind to its members, pay, satisfy or discharge, or make adequate provision to pay or discharge, its liabilities and obligations and do all other acts required to liquidate its business and affairs. If all of the known property and assets of a limited liability company have been applied and distribute, written articles of termination must be signed on behalf of the limited liability company by a manager if management of the limited liability company is vested in one or more managers or by a member if management of the limited liability company is reserved to the members. The articles of termination must be filed with the Arizona Corporation Commission and must state (see form): 1. The name of the limited liability company. 2. That all debts, obligations and liabilities have been paid and discharged or that adequate provisions have been made for them pursuant to section 29-782. 3. That all of the known properties and assets of the limited liability company have been applied and distributed pursuant to this chapter. 4. That there are no suits pending against the company in any court or that adequate provisions have been made for the satisfaction of any judgment, order or decree that may be entered against it in any pending suit. On the filing of the articles of termination, the existence of the limited liability company ceases except for the purpose of suits, other proceedings and appropriate action as provided by law. The managers in office at the time of termination or, if none, the members are thereafter trustees for the members and creditors of the terminated limited liability company and as such may distribute any of the limited liability company's property discovered after termination, may convey real estate and may take other action as necessary on behalf of and in the name of the terminated limited liability company. * * * STEPS AND GUIDELINES TO DISSOLVE AN ARIZONA LIMITED LIABILITY COMPANY Step 1: The occurance of a dissolution event (see Introductory Notes). Step 2: Proceed with the winding up of the business affairs of the limited liability company. Step 3: SEE FORM 1 - ARTICLES OF TERMINATION Complete the form according to the instructions on the form. File the original and one copy. The filing fee is $35.00. Mail the original and one copy of the ARTICLES OF TERMINATION and the filing fee to: Arizona Corporation Commission Corporate Filings Section 1300 West Washington Phoenix, AZ 85007 602-542-3135 -- or -- To the Tuscon office as indicated on the form. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A WRITTEN CONSENT OF THE MEMBERS TO DISSOLUTION WRITTEN CONSENT OF THE MEMBERS OF _________________________________ The undersigned, being all the members of _______________________________________, an Arizona limited liability company, hereby consent to the dissolution of the company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM 1 ARTICLES OF TERMINATION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/AZ/AZ-DissLLC.pdf Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. Also complete and attach the “submission cover sheet,” included with the form.