In the state of Arizona, LLCs can be dissolved for a number of reasons, such as the members no longer caring to run the company or the LLC not being able to pay its debts. But what happens if the situation changes and you need your business once again? Do you have to form a new LLC? Can you reinstate or reopen a dissolved LLC in Arizona?
Learning about the fees, requirements, tax implications, and annual reporting obligations is crucial. Knowing how reinstating will affect your benefits and asset protection is important. Do the circumstances change based on the former operating agreement or if your LLC was established anonymously? Our experts at Wyoming LLC Attorney can help you find the answers to these questions. We will share with you in detail how to reinstate a disbanded LLC in the state and the benefits of doing so. This information will be valuable for business owners and entrepreneurs who are looking to revive a dissolved Arizona LLC.
A limited liability company, or an LLC, is an often-used business structure in the United States that combines security and flexibility. As the name implies, LLCs give their owners limited liability, which means the members are not held personally responsible for the company's debts or liabilities. In other words, the proprietors' personal assets wouldn't be in danger if the business ran into financial or legal problems.
LLCs are also referred to as "hybrid" entities because they combine elements of corporations, partnerships, and sole proprietorships. These business structures provide the same limited liability protection as corporations. However, unlike corporations, they are not required to hold formal meetings, record minutes, or choose directors. Furthermore, LLCs give their owners additional managerial and tax freedom.
If you want to reinstate Arizona LLC, you should understand the unique advantages and protections this kind of company provides. For instance, LLCs are an excellent choice for those who wish to launch or revive a business with minimal personal risk.
That said, the process of reopening Arizona LLC can be a bit complex. However, with expert guidance, you will be able to swiftly and efficiently re-initiate your business operations.
LLCs fail for various reasons, leaving business owners wondering what they can do to turn things around. But before we proceed with the process of restoring a disbanded LLC in Arizona, it's crucial to learn what it means for an LLC to dissolve and the different sorts of dissolution that might take place.
For an LLC, dissolution refers to the process of officially ending the company's existence. Simply put, the company is out of business and can no longer conduct any operations. That said, dissolution is not the same as bankruptcy. An LLC that is dissolved is no longer in existence, whereas a firm that has declared bankruptcy is still operational but unable to pay its debts.
There are two types of dissolution: voluntary and involuntary. Voluntary dissolution occurs when the LLC's members agree to dissolve the business, usually because it is no longer profitable or because the members no longer wish to operate it. On the other hand, involuntary dissolution happens when the state dissolves the business due to legal or regulatory infractions, such as failing to pay taxes or file the required yearly reports.
Arizona may administratively dissolve an LLC if it no longer maintains "good standing" with the state. A "good standing" label demonstrates that a company has maintained proper state compliance. However, each state has its own grace period or timeframe for dissolving a non-compliant LLC. In Arizona, the Arizona Corporations Commission (ACC) holds the authority to dissolve an LLC if it doesn’t heed the warnings and fix the problem within sixty days.
Generally speaking, some of the most common issues that lead to LLC dissolving include:
If you are uncertain as to the reasons for which the state has designated your firm with the status of "suspended" or "dissolved" status, consult with the Secretary of State. Once you learn more about the issues that brought down your business, you can decide whether to create a new LLC or reinstate your existing one.
There is no reinstatement form to complete for your LLC in Arizona. Instead, you must fix the issue that resulted in administrative dissolution, submit the required documentation, and pay the $100 fee. Here's a detailed breakdown of the steps you'll need to take to reinstate Arizona LLC.
The first step toward reopening your Arizona LLC is discovering the reason why it was dissolved. Your statutory agent will receive a notice from the ACC that includes a list of the causes of the administrative dissolution. If you don't have an agent, the notice will be sent to your principal company address. In case you misplaced or never received the letter, you can get in touch with the ACC to obtain more information about your company's status.
After determining why your Arizona LLC was dissolved, you must address that issue. For instance, if you failed to select a principal address or a registered agent, you will need to rectify this and submit the Statement of Change of Principal Address or Statutory Agent form to the ACC. Or, if you missed the deadline and didn't pay the penalty or a fee within 60 days, the entire sum will be subject to an additional surcharge of $10.
In the same manner, if you didn't notify the ACC of the modifications to your Articles of Organization, you will have to submit the updated form. Also, if your LLC expires, you'll need to file Articles of Amendment to extend its permit.
The reinstatement fee in Arizona is $100. In addition, you must pay the fees for the forms you have to submit. For instance, filing the Statement of Change of Principal Address or Statutory Agent form costs $5. At the same time, to submit the Articles of Amendment, you will need to pay $25.
You can request reinstatement within six years of the dissolution date. The Arizona Corporations Commission is one that processes every submitted request. Therefore, you can send your request to them via mail or email.
Each state has its own set of laws and regulations governing the dissolution and reinstatement of LLCs, so the specific steps and requirements can vary. Most states will require you to submit a reinstatement application or affidavit for reinstatement. However, in Kentucky, for example, you must submit a Reinstatement Packet that consists of an application, an annual report on your reinstatement, and a letter confirming your good standing. In New York, on the other hand, before you can be reinstated, you must have a tax clearance from the state's tax department.
It's important to note that the fees associated with reinstating a dissolved LLC can also differ from state to state. Likewise, these fees can vary depending on the company's type and size and the dissolution's specific circumstances.
Hence, the price to restore an LLC in Florida, for instance, will differ from that in Delaware. In Florida, you have to pay a $500 fee and a $500 report fee for each year or part of a year that your LLC was inactive. Conversely, the reinstatement fee in Delaware is $200. The reinstatement cost also includes any unpaid fines or taxes you might have to reimburse.
When deciding whether to reopen a dissolved LLC in Arizona or start a new one, there are several factors to consider. Both options have their pros and cons, and the best choice for you will depend on the circumstances.
Benefits of reviving your company include:
On the other hand, examine these potential drawbacks of starting a new LLC:
Reactivation of a dissolved LLC in the state of Arizona is a viable option and a potentially beneficial approach to reinstating business operations. The process involves several steps, including addressing the issue and paying the fees. However, to reopen the company, you will need to check the specific laws and regulations of the state in which your LLC operates in order to determine the exact process and requirements for reinstatement.
We at Wyoming LLC Attorney can guide you through the process and certify that your company is reinstated correctly. Furthermore, we offer our clients complete anonymity and a 24-hour filing guarantee.
Are you interested in scheduling attorney time? Don't hesitate to reach out! We can help you form your LLC now.