LLC Administrative Dissolution and Involuntary Termination in Arizona

At a glance

Requirements one by one

Grounds and dates

A.R.S. § 29-3708(A) lets the Corporation Commission commence a proceeding for six failures. Fees and penalties become grounds after 60 days; 60 days without a statutory agent or principal address also qualifies. The section separately covers a change or resignation not reported within 60 days, a required article amendment or change/correction statement not filed, and unanswered statutory interrogatories.

Notice, response, and final statement

When the Commission finds a ground, § 29-3708(B) requires a determination notice in a record, delivered to the statutory agent's address or, if there is no valid agent address, the principal address. The LLC has 60 days after delivery to cure or show the Commission that each ground does not exist. If it fails, subsection C directs the Commission to issue and file a statement of administrative dissolution reciting the grounds and effective date, then deliver a copy by the same address rule.

Post-dissolution limits and return

Under § 29-3708(D), the LLC continues to exist as an entity but may act only as needed to wind up and liquidate or to seek reinstatement. Subsection E preserves the statutory agent's authority. Section 29-3709(A) permits a reinstatement application within six years. The applicant must address the grounds and the back fees and penalties; after qualifying, the Commission issues and files a reinstatement statement. Under subsection G, reinstatement relates back while preserving rights acquired in reliance on the dissolution before notice of reinstatement.

What trips people up

The initial 60-day fee or agent threshold is followed by another 60-day period beginning with delivery of the Commission's determination notice. Missing the underlying deadline alone is not the final administrative-dissolution statement under § 29-3708(C).

Section 29-3709(B) releases the LLC's name for other use if it has not applied for reinstatement within six months after dissolution. If another person adopts it, subsection D requires a name-changing amendment with the application.

Common questions

May the dissolved LLC continue ordinary operations? Section 29-3708(D) limits its activities to winding up, liquidation, or a reinstatement application.

Does the agent's authority end when the LLC is dissolved? No. Section 29-3708(E) expressly preserves it.

Statutes and sources

• A.R.S. § 29-3708 — “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.” Official text (accessed 2026-09-26).
• A.R.S. § 29-3709 — “A. A limited liability company that is administratively dissolved under section 29-3708 may apply to the commission for reinstatement not later than six years after the effective date of dissolution.” Official text (accessed 2026-09-26).