How to Reinstate an LLC in Arizona

How reinstatement works in Arizona

Because Arizona has no LLC annual report, administrative dissolution usually comes from losing the statutory agent, an outdated principal address, unpaid Commission fees, or unanswered interrogatories. The Commission sends notice and gives 60 days to cure before issuing a statement of administrative dissolution. A dissolved Arizona LLC still exists but may only wind up or apply for reinstatement. Arizona allows reinstatement for six years after dissolution, which is longer than many states. The Application for Reinstatement costs $100, plus anything owed when the LLC was dissolved and anything that would have accrued since. Once approved, reinstatement relates back to the dissolution date under A.R.S. 29-3709. The name is held only six months, so a late applicant may need to file articles of amendment with a new name at the same time. An LLC that voluntarily filed articles of termination cannot be reinstated.

Steps to reinstate an Arizona LLC

1. State the LLC's name at the time of dissolution
2. Name and address of an Arizona statutory agent, and the principal address if different
3. A statement that the grounds for dissolution did not exist or have been cured
4. Payment of all past-due fees and penalties
5. Articles of amendment adopting a new name, filed with the application, if the old name has been taken
6. Form to use: Application for Reinstatement.
7. File with the Arizona Corporation Commission Corporations Division through the Arizona Business Center or by contacting the Division (answers@azcc.gov, 602-542-3026); a standalone reinstatement form is not posted with the LLC forms.

Processing: Regular processing typically takes 14 to 16 days; expedited service (+$35) typically takes 3 to 5 days, with next-day, same-day and 2-hour options for higher fees.

What happens to the LLC and its name

• Effect: Reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the LLC continues as if it had never been dissolved, though third parties who relied on the dissolution keep their rights (A.R.S. 29-3709).
• Your LLC name: If no reinstatement application is filed within six months of dissolution, the Commission releases the name for use by others.

Reinstatement in Arizona and nearby states

Mistakes that slow down an Arizona reinstatement

• Waiting past six months after dissolution, after which the Commission can release the LLC's name to others.
• Applying without naming a valid Arizona statutory agent, which the application must include.
• Trying to reinstate an LLC that filed articles of termination, which Arizona does not allow.