LIMITED LIABILITY COMPANY VOLUNTARY DISSOLUTION ARIZONA

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1 This is a USLF preview of form package xx-dp-llc To protect our product, the entire package is not viewable. However you can get a good idea of what is included by looking at this preview. If you order the package and are not satisfied, you may use our money-back guarantee to be fully reimbursed. LIMITED LIABILITY COMPANY VOLUNTARY DISSOLUTION ARIZONA Electronic Version STATUTORY REFERENCE ARIZONA REVISED STATUTES, through INTRODUCTORY NOTES AND LAW SUMMARY In Arizona, a limited liability company may be dissolved voluntarily, administratively, or judicially. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. A limited liability company is dissolved on the occurrence of the first of the following: 1. At the time or on the happening of the events specified for dissolution in the articles of organization or an operating agreement. 2. Except as otherwise provided in an operating agreement, the written consent to dissolve by more than one-half of the members and by one or more members who on dissolution and liquidation of the assets of the limited liability company would be entitled to receive assets valued at more than one-half of the value of all assets distributed to all members on liquidation.

2 3. Entry of a judgment of dissolution under or an administrative dissolution under [This package only covers voluntary dissolution, not administrative or judicial dissolution.] 4. Except as otherwise provided in an operating agreement, an event of withdrawal of the last remaining member unless within ninety days all assignees by written consent admit at least one member to continue the business of the limited liability company. As soon as possible after any event of dissolution, the limited liability company must file a written notice of winding up with the Arizona Corporation Commission signed on behalf of the limited liability company by a manager if management of the limited liability company is vested in one or more managers or by a member if management of the limited liability company is reserved to the members. A notice of winding up must set out the following: 1. The name of the limited liability company. 2. The date of filing the initial articles of organization. 3. Notice of the dissolution of the limited liability company and the commencement of winding up of its business and affairs. After the dissolution of a limited liability company, its separate existence continues until articles of termination have been filed with the commission or until a decree terminating the limited liability company has been entered by a court of competent jurisdiction. After its dissolution, the limited liability company must proceed to collect its assets, convey and dispose of its properties that are not to be distributed in kind to its members, pay, satisfy or discharge, or make adequate provision to pay or discharge, its liabilities and obligations and do all other acts required to liquidate its business and affairs. If all of the known property and assets of a limited liability company have been applied and distribute, written articles of termination must be signed on behalf of the limited liability company by a manager if management of the limited liability company is vested in one or more managers or by a member if management of the limited liability company is reserved to the members. The articles of termination must be filed with the Arizona Corporation Commission and must state: 1. The name of the limited liability company. 2. That a notice of winding up disclosing the dissolution of the limited liability company has been filed with the commission and the date the notice was filed. 3. That all of the known properties and assets of the limited liability company have been applied and distributed. On the filing of the articles of termination, the existence of the limited liability company ceases except for the purpose of suits, other proceedings and appropriate action as provided by law.

3 The managers in office at the time of termination or, if none, the members are thereafter trustees for the members and creditors of the terminated limited liability company and as such may distribute any of the limited liability company's property discovered after termination, may convey real estate and may take other action as necessary on behalf of and in the name of the terminated limited liability company.

4 STEPS AND GUIDELINES TO DISSOLVE AN ARIZONA LIMITED LIABILITY COMPANY Step 1: SEE FORM 1 - NOTICE OF WINDING UP At the top of the page, provide the name of the limited liability company. 1. Provide the name of the limited liability company. 2. Provide the date on which the Articles of Organization were filed with the Arizona Corporation Commission. 3. There is nothing to add to this section. This statement is required. 4. Indicate how the limited liability company is managed. Date the Notice and provide the name of the limited liability company. Provide the signature and name of the person authorized to execute the Notice and indicate whether the signor is a member or manager. File the original and one copy. The filing fee is $ Expedited service is available for an additional fee of $ Mail the original and one copy of the NOTICE OF WINDING UP and the filing fee to: Arizona Corporation Commission Corporate Filings Section 1300 West Washington Phoenix, AZ Step 2: Step 3: Proceed with the winding up of the business affairs of the limited liability company. SEE INTRODUCTORY NOTES. SEE FORM 2 - ARTICLES OF TERMINATION At the top of the page, provide the name of the limited liability company. 1. Provide the name of the limited liability company. 2. Provide the date on which the Notice of Winding up was filed with the Arizona Corporation Commission. 3. There is nothing to add to this section. This statement is required.

5 Date the Articles and provide the name of the limited liability company. Provide the signature and name of the person authorized to execute the Articles and indicate whether the signor is a member or manager. File the original and one copy. The filing fee is $ Expedited service is available for an additional fee of $ Mail the original and one copy of the ARTICLES OF TERMINATION and the filing fee to: Arizona Corporation Commission Corporate Filings Section 1300 West Washington Phoenix, AZ Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at

6 FORM A WRITTEN CONSENT OF THE MEMBERS TO DISSOLUTION THE REMAINDER OF THIS package (including the forms) is omitted from the preview. If you order the package and are not satisfied, you may use our money-back guarantee and be fully reimbursed.