A.R.S. § 29-3708: LLC Administrative Dissolution
Administrative dissolution
How does Arizona dissolve an LLC administratively?
In Arizona, the Corporation Commission can start administrative dissolution of a limited liability company that, for example, goes sixty days without paying a fee or penalty that is due, or goes sixty consecutive days without a statutory agent or principal address. The commission must first send the company a notice, and it must dissolve the company if the company does not fix or disprove each problem within sixty days after the notice is delivered. A dissolved company still exists but may only wind up its affairs, sell off its assets, or apply for reinstatement, and its statutory agent keeps their authority.
Full statute text
Official text last checked against azleg.gov:
29-3708. Administrative dissolution
A. The commission may commence a proceeding under subsection B of this section to dissolve a limited liability company administratively if the company does not do any of the following:
1. Pay any fee or penalty required to be paid to the commission not later than sixty days after the fee or penalty is due.
2. Have a statutory agent in this state for at least sixty consecutive days.
3. Have a principal address for at least sixty consecutive days.
4. Notify the commission within sixty days after its statutory agent or principal address has changed or its statutory agent has resigned.
5. Amend its articles of organization or file a statement of change or a statement of correction as required by section 29-3202.
6. Respond to interrogatories as prescribed in section 29-3212.
B. If the commission determines that one or more grounds exist for administratively dissolving a limited liability company, the commission shall deliver to the company a notice in a record of the commission's determination by delivering the notice to the address of the company's statutory agent or, if the company does not have a statutory agent or the statutory agent's address is invalid, to the company's principal address.
C. If a limited liability company, not later than sixty days after delivery of the notice under subsection B of this section, does not cure or demonstrate to the satisfaction of the commission the nonexistence of each ground determined by the commission, the commission shall administratively dissolve the company by issuing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The commission shall file the statement and deliver a copy to the company by delivering the statement to the address of the company's statutory agent or, if the company does not have a statutory agent or the statutory agent's address is invalid, to the company's principal address.
D. A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under sections 29-3702, 29-3704, 29-3705, 29-3706 and 29-3707 or to apply for reinstatement under section 29-3709.
E. The administrative dissolution of a limited liability company does not terminate the authority of its statutory agent.
Drafted by AI from the official text and checked sentence by sentence against azleg.gov. ClearStatute is run by David Bartlett, who is not an attorney. Legal information, not legal advice — consult a licensed attorney for your situation.