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How to withdraw a foreign Arizona LLC or corporation business with the Department of State

We’re Just Not Annoying®

ARIZONA DEPARTMENT OF STATE CERTIFICATE OF AUTHORITY CANCELLATION REQUIREMENTS AND INSTRUCTIONS

How to withdraw your foreign Arizona Limited Liability Company or Arizona Corporation Certificate of Authority:

You will need to submit an application for cancellation or withdrawal to the Arizona Corporation Commission (ACC) by mail, fax or in person.

Limited Liability Company registered in Arizona:

To withdraw or cancel your foreign LLC in Arizona, file two copies of Form LL: 0009, Cancellation of Application for Registration with the Arizona Corporations Commission.  The form is available online (see link below). The form is also in your account when you sign up for Arizona statutory agent service.  No publication is necessary when filing the Cancellation of Application for Registration.

Corporation registered in Arizona:

To withdraw or cancel your foreign Arizona corporation in Arizona, first make sure you have the correct form.  There are two withdrawal forms.

If your foreign corporation has conducted business or issued stock in Arizona, provide the completed form, CF: 0025, Application for Withdrawal of Foreign Corporation and an exact copy to the Commission by mail, fax or in person. This standard form is available online (see below) and in your online account when you sign up for Arizona statutory agent service. Arizona requires two additional steps to complete the corporate withdrawal process. First, foreign corporations must obtain Department of Revenue clearance to withdraw from Arizona. Second, foreign corporations must publish the application to withdraw. This means that within 60 days after the ACC approves the Application for Withdrawal, you must publish a copy of the document in a newspaper of general circulation in the county of the known place of business in Arizona for three consecutive publications.  A list of acceptable newspapers will be included with your approval letter and is also available on the ACC website (see below). The list is in your online account if you sign up for statutory agent service with Northwest. Filing the Affidavit of Publication you will receive from the newspaper is optional.  If you do not comply with Arizona publication requirements, your corporation may be subject to administrative revocation.

If your foreign corporation has not conducted any business or issued stock in Arizona, use Form CF: 0025A, Application for Withdrawal by Duly Authorized Officer. There is no publication or tax clearance requirement to file this form.

How much does it cost to cancel your out of state registration with Arizona?

To withdraw/cancel your Arizona foreign Limited Liability Company the $10 filing fee is required.  Expedited processing is available for an additional $35.

To withdraw/cancel your Arizona corporation there is a $25 filing fee.

An Arizona registered agent resignation may also be necessary.

Do you need an Arizona Department of Revenue clearance first?

The application to withdraw your corporation or LLC will not be complete until the ACC receives a certificate of compliance from the Arizona Department of Revenue that all income tax returns have been filed and taxes paid. The withdrawal will not be approved unless all fees are paid and annual reports have been filed.

How do I get an Arizona Tax Clearance Certificate?

The Tax Clearance Application can be found on the Arizona Department of Revenue website (see link below). The Application is also in your account when you sign up for Arizona statutory agent service.

Make sure you check the correct box that states the purpose of the letter.

What Arizona Agency do I send my application for a Tax Clearance Certificate?

Mail your Application for Tax Clearance
Arizona Department of Revenue
Collections Administrative Support
PO Box 29070
Phoenix, AZ 85038
(602) 716-6234

You can also hand deliver your application to
1600 W Monroe
First Floor Receptionist
Phoenix Arizona

Do not fax your Tax Clearance Application. The Department of Revenue will not accept it.

How long does it take the state to process the withdrawal filing?

Most withdrawals can be processed by the Arizona Corporation Commission in 20 business days.
Expedited filing takes 4-5 business days.

Department of revenue processing takes an additional 30 business days.  There is no expedited processing for the Tax Clearance Application, so the whole process could take 60 business days.

Arizona has a helpful guide to processing times on their website (see below).

What agency do you need to file the withdrawal with?

The withdrawal forms can be filed by delivering them to:

Arizona Corporation Commission
Corporations Division – Corporate Filings Section
1300 W. Washington St.
Phoenix, Arizona 85007-2929
Fax Number: 602-542-4100

On their website, Arizona has a cover sheet that must be included with filings. It is in your account when you sign up for Arizona statutory agent services. If you do not specify a person to pick up the documents, they will be mailed to you.  If you would like to talk to someone at the ACC about corporate filings, call (602)542-3026.

What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?

LLCs are not required to submit annual reports to the ACC. So, as long as the LLC reports changes to its address, statutory agent, or members/managers, it keeps going until the LCC does withdraw.

If a foreign corporation does not file a withdrawal or annual reports, the penalty is $9 per month until the report is filed and/or payment is made or until the corporation is administratively revoked, which ever happens first.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

If a foreign corporation is 60 days late filing their annual report, it gives the commission grounds to revoke its authority to transact business. The ACC will give the business notice of the revocation and if the business does not file the annual report within 60 days of the notice, the commission will sign a certificate of revocation. That is why you need a good statutory agent in Arizona. If you sign up with Northwest, we scan, upload to your account, and notify you by email of all mail received from the Arizona Corporations Commission.

What are the late fees and penalties to re-register if your registration is forfeited?

A corporation may apply for reinstatement within six years of revocation.  If you have been involuntarily dissolved and want to re-register, you must file Form CF-0047, Application for Reinstatement which is available online (see link below).  The Application is in your online account automatically when you sign up for Arizona statutory agent service.

There is a $100 fee to apply for reinstatement. The fee is $135 if you choose expedited filing.  Remember than any delinquent fees up until the date of the administrative revocation must be paid before the ACC will accept your application and reinstate your corporation.

How long does the statutory agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

When a foreign corporation files for withdrawal, they revoke the authority of the statutory agent and appoint the ACC as its agent for service of process. As a general rule, documents delivered for filing are effective at the time of delivery to the commission unless the form says otherwise.

Forms:

http://www.azcc.gov/Divisions/Corporations/forms/formsindex.asp

Tax clearance application:

https://azdor.gov/forms/collections-forms/tax-clearance-application

Processing times:

http://www.azcc.gov/Divisions/Corporations/document-processing-times.pdf

Corporate Compliance
by Local Corporate Guides®