Voluntary LLC Dissolution and Cancellation Requirements in Arkansas
At a glance
| Governing law and scope | Arkansas Uniform Limited Liability Company Act, ordinary domestic LLC dissolution and winding up; filings go to the Secretary of State (Ark. Code §§ 4-38-701 to -707) |
|---|---|
| Dissolution event and approval | Operating-agreement event or affirmative vote/consent of all members; also 90 consecutive memberless days unless the statutory admission cure occurs (§ 4-38-701(a)(1)-(3)) |
| Pre-filing status and tax clearance | The current SOS page requires a $150 Final Franchise Tax Report with LL-04. It does not list a separate revenue-department clearance certificate; state returns and liabilities remain separate from the filing |
| Winding-up authority and powers | Existing member- or manager-management rules continue; wind-up actors discharge liabilities, close affairs, marshal/distribute assets, and may preserve the business briefly, litigate, transfer property, settle disputes, and do other necessary acts (§§ 4-38-407(e), 4-38-702) |
| Creditor notice and claims | Known-claim notice is optional, with at least 120 days to respond and 90 days to sue after rejection. Optional newspaper publication creates a 3-year action deadline; court-set security is available for contingent, unknown, and future claims (§§ 4-38-704 to -706) |
| Debts, reserves, and distributions | Creditors, including member-creditors, come first; then unreturned contributions and residual distribution rights. Distributions must pass cash-flow and balance-sheet tests; knowing recipients face excess-distribution liability for 2 years (§§ 4-38-405 to -406, 4-38-707) |
| Termination filing and signer | The Act permits a Statement of Dissolution during winding up and a later Statement of Termination; an authorized company person signs, or the statutory wind-up person signs if no member remains. Current LL-04 asks for the LLC name, organization/amendment filing dates, reason, optional different effective date, and signer name/title (§§ 4-38-203, 4-38-702; LL-04) |
| Fee, method, and effective date | Current LL-04 fee is $45 online or $50 paper, plus the separately listed $150 final franchise report. A filed record is effective on filing or at a stated later time/date no more than 90 days later; the current public LLC page does not list a separate termination filing or fee (§ 4-38-207; SOS page) |
| Survival, revocation, and post-closure | After dissolution the LLC continues only to wind up; claims may reach undistributed assets and capped post-dissolution distributions. Within 120 days, unanimous members may rescind before termination/court/administrative dissolution; an unripe filing may be withdrawn and an inaccurate or defective filing corrected (§§ 4-38-702 to -705, 4-38-208 to -209) |
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).
Source links
Every statute quoted above, linked, with the date we checked it.
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