Arkansas: Voluntary LLC Dissolution and Cancellation Requirements

Requirements one by one

Dissolution, winding up, and termination are distinct

Arkansas's Uniform Limited Liability Company Act separates the internal event
that dissolves the company from the winding-up work and the later statement of
termination. Under § 4-38-701(a), an operating-agreement event or every
member's affirmative vote or consent starts dissolution. Section 4-38-702 then
continues the company only to wind up.

The Act permits a statement of dissolution during winding up and a later
statement of termination. The Secretary of State's current public LLC page,
however, lists only LL-04 Statement of Dissolution, the required Final
Franchise Tax Report, and a revocation filing. It does not expose a separate
LLC statement-of-termination form or fee, so the filer should confirm that
end-stage method directly with the filing office rather than treating LL-04 as
though the statutory two filings had the same function.

The default voluntary approval is unanimous

An event stated in the operating agreement can cause dissolution. Otherwise,
§ 4-38-701(a)(2) requires the affirmative vote or consent of all members. The
section also covers a 90-day memberless period, subject to its majority-
distribution-rights admission cure, but that is not a lower voluntary voting
shortcut for an LLC that still has members.

The current public filing requires a final franchise report

The Secretary of State's forms page says the $150 Final Franchise Tax Report
“Must be submitted with form LL-04, Statement of Dissolution.” It lists no
separate revenue-department clearance certificate for that filing. This is a
filing-office requirement, not a statement that all state tax accounts and
liabilities disappear when LL-04 is accepted.

Existing management rules continue during winding up

Ark. Code § 4-38-407(e) says dissolution does not displace the Act's management
rules. Section 4-38-702 requires the wind-up actors to discharge liabilities,
close affairs, and marshal and distribute assets. It also allows them to
preserve the activities, property, and affairs as a going concern for a
reasonable time, litigate, transfer property, settle disputes, and perform
other necessary or appropriate wind-up acts.

If the dissolved LLC has no member, the legal representative of the last
member may act. If that person declines or fails, transferees owning a majority
of distribution rights may appoint the wind-up person under § 4-38-702(d).

Creditor notices are optional claim-bar tools

Section 4-38-704 says the dissolved LLC “may” notify known claimants. A
compliant notice gives at least 120 days to submit a written claim; after a
timely claim is rejected with the statutory warning, the claimant has 90 days
to sue.

Publication is also elective. Under §§ 4-38-705 to -706, one compliant
newspaper publication creates a three-year deadline for the covered claims and
permits a court application to set security for
contingent, unknown, and post-dissolution claims. These safe harbors are not
stated as universal prerequisites to filing LL-04.

Creditors and solvency come before owner distributions

Under § 4-38-707, company creditors—including members who are creditors—come
first. Surplus then goes to unreturned contributions and finally according to
the owners' pre-dissolution distribution rights.

Section 4-38-405 bars a distribution that would leave the LLC unable to pay
debts as they come due or with assets below liabilities plus superior
preferences. A knowing recipient is liable for the excess, and § 4-38-406(e)
sets a two-year action period.

LL-04 has a current $45 online or $50 paper fee

The current SOS page permits online filing by credit card and paper filing by
mail or delivery. It lists LL-04 at $45 online or $50 paper and separately
lists the accompanying final franchise report at $150.

LL-04 asks for the LLC name, certificate-of-organization and amendment filing
dates, the reason for dissolution, an optional different effective date, and
the authorized signer's name and title. Section 4-38-203 supplies the general
authorized-person signature rule and the special rule when a dissolved LLC has
no member.

A delayed filing may be withdrawn; dissolution may be rescinded

Under §§ 4-38-207 to -209, a filed record is normally effective when filed but may state
a later time or a delayed date no more than 90 days after filing. Before a
record takes effect, § 4-38-208 permits a statement of withdrawal. Section
4-38-209 permits correction of an inaccurate, defectively signed, or
defectively transmitted record.

The members also have a narrow substantive reversal route. Within 120 days
after the election to dissolve, every member may consent to rescission unless
termination is already effective or a court or the Secretary of State caused
the dissolution. A dissolved LLC remains exposed to unbarred claims through
its undistributed assets and, within § 4-38-705's cap, assets distributed after
dissolution.

Statutes and sources

• Ark. Code §§ 4-38-701 to -703 — dissolution, winding up, and rescission.
  Section 4-38-701 sets the events causing dissolution; § 4-38-702 limits the
  post-dissolution company to winding up and permits dissolution and termination
  statements; § 4-38-703 creates the 120-day unanimous rescission route.
  Official Act 1041
  (accessed July 28, 2026).
• Ark. Code §§ 4-38-704 to -706 — optional claims procedures. These
  sections govern known-claim notice, newspaper publication, action deadlines,
  distributee exposure, and court-set security for contingent, unknown, and
  future claims. Official Act 1041
  (accessed July 28, 2026).
• Ark. Code § 4-38-707 — asset order. Creditors, including member-
  creditors, precede contribution returns and residual distributions.
  Official Act 1041
  (accessed July 28, 2026).
• Ark. Code §§ 4-38-405 to -407 — distribution limits, liability, and
  management. These provisions impose the solvency tests and two-year
  improper-distribution period and preserve the management rules after
  dissolution. Official Act 1041
  (accessed July 28, 2026).
• Ark. Code §§ 4-38-203 and 4-38-207 to -209 — signer, effective date,
  withdrawal, and correction. These sections govern who signs, the 90-day
  delayed-effective-date limit, withdrawal before effectiveness, and correction
  of specified defects. Official Act 1041
  (accessed July 28, 2026).
• Arkansas Secretary of State — LLC Forms and Fees. The current page lists
  the required $150 Final Franchise Tax Report, LL-04 at $45 online or $50 on
  paper, and the $25 paper revocation filing.
  Official filing page
  (accessed July 28, 2026).
• Arkansas Secretary of State Form LL-04 — Statement of Dissolution. The
  current form supplies the required fields, signer affirmation, optional
  different effective date, and paper fee.
  Official form
  (accessed July 28, 2026).