To permanently close your Arizona LLC with the state, you file the Arizona LLC Articles of Termination (Form L031) with the Arizona Corporation Commission after the company has been dissolved and every asset distributed. The form is one page, the fee is $35, and once the Commission approves it the LLC is terminated for good — there is no reinstatement.1Arizona Corporation Commission. Articles of Termination Instructions L031i
Finish Dissolution and Winding Up First
Form L031 is the last step, not the first. Arizona treats dissolution and termination as two separate stages, and the Commission will reject a termination filing from an LLC that hasn’t completed both.
Dissolution is the triggering event — most commonly a vote by a majority in interest of the members recorded in a signed writing, an event specified in the operating agreement, a court order, or administrative dissolution by the Commission itself. An LLC that goes 180 consecutive days with no members also dissolves by operation of law.2Arizona Legislature. Arizona Code 29-3701 – Events Causing Dissolution
What follows dissolution is winding up: discharging all debts and obligations, settling and closing the LLC’s activities, and distributing what remains to the members.3Arizona Legislature. Arizona Code 29-3702 – Winding Up The Commission’s instructions are blunt about the sequence: if the property and assets have not been distributed, do not file Form L031.1Arizona Corporation Commission. Articles of Termination Instructions L031i
That matters because the form is a sworn statement that the work is already done. Signing it with assets still sitting in a company bank account or an uncollected receivable creates a fraudulent filing and exposes the signer to personal liability.
Filling Out Form L031
The form has two substantive fields and a signature block. Every detail has to match the Commission’s records exactly or the filing bounces.
Entity Name
Enter the LLC’s name exactly as it appears in the Commission’s records — spelling, punctuation, spacing, and the designator (“LLC,” “L.L.C.,” “Limited Liability Company,” or whichever approved variation the company used at formation). If you’re unsure how it’s recorded, look it up on the Commission’s public records portal at efiling.azcc.gov before writing anything down.1Arizona Corporation Commission. Articles of Termination Instructions L031i
Statement Concerning Properties and Assets
The asset statement is pre-printed. You don’t draft it. By signing, you affirm under penalty of perjury that all of the LLC’s known properties and assets have been applied and distributed under Chapter 7, Title 29 of the Arizona Revised Statutes. That certification is what the Commission relies on to confirm winding up is complete.4Arizona Corporation Commission. Articles of Termination Limited Liability Company
Signature
Check the box indicating whether you are signing as an authorized individual or on behalf of an authorized entity. In a member-managed LLC, any member with authority to bind the company can sign. In a manager-managed LLC, a manager signs. Checking the “I accept” box acknowledges under penalty of law that the document complies with Arizona law.4Arizona Corporation Commission. Articles of Termination Limited Liability Company
Submitting the Form
The filing fee is $35, and it’s nonrefundable whether the Commission approves or rejects the submission.5Arizona Legislature. Arizona Code 29-3213 – Fees, Filing Services, Definition Every submission must also include a separate cover sheet, available on the Commission’s website under miscellaneous forms.6Arizona Corporation Commission. Corporation Forms
You can file four ways:
- By mail or in person to the Corporations Division – Examination Section, 1300 W. Washington St., Phoenix, Arizona 85007. Walk-ins may also use the Tucson office at 400 W. Congress Street.
- By fax for regular or expedited processing: 602-542-4100.
- By fax for same-day or next-day processing: 602-542-0900.
1Arizona Corporation Commission. Articles of Termination Instructions L031i7Arizona Corporation Commission. Business Services FAQs
Expedited Processing
Standard processing runs several weeks depending on the Commission’s backlog. Accelerated tiers add to the $35 base fee:
- Next day: $100
- Same day: $200
- Two-hour: $400
The Commission can suspend same-day or next-day service when it lacks the resources to meet the window, so if you’re up against a hard deadline, call ahead at 602-542-3026 before you send anything.
Clear State and Federal Tax Accounts
The Commission does not require tax clearance to approve Form L031, but closing out the LLC’s tax accounts separately keeps the state and the IRS from pursuing you after the entity is gone.
Arizona Department of Revenue
The Department of Revenue issues a Certificate of Compliance for Dissolution/Withdrawal — the state tax clearance — only when the LLC meets every item on its checklist:
- All tax types are current (individual, transaction privilege tax, withholding, corporate, partnership) with no outstanding liabilities. A payment plan does not count as current.
- All business licenses with the Department are closed.
- The final corporate or partnership income tax return has been filed. The business must be fully done operating before you apply.
Federal Final Return
A multi-member LLC taxed as a partnership files a final Form 1065 with box G(2) (“Final return”) checked, covering the period from the start of the tax year through the date operations ended. Each member still receives a Schedule K-1 for that final period.10Internal Revenue Service. Form 1065, U.S. Return of Partnership Income Form 966 applies only to entities taxed as corporations, not to LLCs filing as partnerships.11Internal Revenue Service. About Form 966, Corporate Dissolution or Liquidation
A single-member LLC reports its final year on the owner’s Schedule C. If the LLC had employees, file the final quarterly Form 941 for employment taxes as well.
Closing the EIN
The IRS never truly cancels an EIN — it stays tied to the entity permanently — but you can ask the IRS to close the business account. All outstanding returns must be filed and all tax owed must be paid first. Then send a letter with the LLC’s EIN, legal name, address, and reason for closing to one of these addresses, and include the original EIN assignment notice if you still have it:
- Internal Revenue Service, MS 6055, Kansas City, MO 64108
- Internal Revenue Service, MS 6273, Ogden, UT 84201
FinCEN Beneficial Ownership Reporting Still Applies
Terminating the LLC does not eliminate the beneficial ownership information reporting obligation under the Corporate Transparency Act. If the LLC existed as a legal entity at any point on or after January 1, 2024, it is a reporting company — even if it wound up and stopped doing business before the filing deadline.
LLCs created or registered in 2025 or later must file within 30 days of receiving notice of their creation, regardless of how quickly the company ceases to exist afterward. If termination will happen before that window closes, arrange while the LLC still exists for an authorized person (an owner, employee, or third-party filer) to submit the report on its behalf after termination. FinCEN does not require a separate report to notify it that the company has ceased to exist.13FinCEN. Frequently Asked Questions
After the Commission Approves the Filing
Once processed, the LLC’s status changes to “terminated” and the change is permanent. The Commission’s instructions state plainly that a terminated LLC cannot be reinstated under any circumstances. Members who later want to do business under the same or a similar name must organize an entirely new LLC.1Arizona Corporation Commission. Articles of Termination Instructions L031i
Keep the stamped, approved termination form permanently, along with the articles of organization, operating agreement, tax returns, and records of how assets were distributed during winding up. The IRS can audit a partnership return up to three years after filing, six years if income was substantially underreported, and with no time limit in cases of fraud. The records are what protect former members long after the entity is gone.