Step-by-Step Guide: Dissolving the Arizona Limited Partnership

In order to make a more convenient process, Lodmell & Lodmell has outlined the process you must follow in order to properly dissolve your Arizona Family Limited Partnership (AKA Asset Management Limited Partnership (AMLP)). 

Step 1: Liquidate and Remove Partnership Assets out of the Limited Partnership. 

Sell or distribute the partnership’s assets as stipulated in the partnership agreement. The proceeds from the liquidation should first be used to pay off any remaining debts and liabilities. Any remaining assets should then be distributed to the partners according to their ownership interests or as otherwise specified in the partnership agreement.

It is also imperative that you settle any outstanding debts and liabilities of the partnership before dissolving the Limited Partnership.

Step 2: File a Certificate of Dissolution

In Arizona, you must file a Certificate of Dissolution with the Arizona Corporation Commission (ACC). This form notifies the state that the partnership is being dissolved. Here’s how to do it:

1. Obtain the Form: You can download the Certificate of Dissolution form from the ACC website. It is also attached here for your convenience.
2. Complete the Form: Fill out the required information, which includes the partnership’s name, date of formation, and a statement of dissolution.
3. Submit the Form: Submit the completed form to the ACC. You can usually do this online, by mail, or in person. There may be a filing fee associated with this submission. This will be your responsibility.

Step 3: File Final Tax Returns

Prepare and file the final tax returns for the partnership. This includes:

• Filing the final federal partnership return (IRS Form 1065).
• Providing each partner with their final Schedule K-1, which reports their share of the partnership’s income, deductions, and credits.
• Filing any necessary state tax returns.

Ensure that all tax obligations are met and that any final taxes owed are paid.

Dissolving an Arizona Family Limited Partnership requires careful attention to legal and financial details. By following the steps outlined above, you can ensure that the process is handled properly and that all obligations are met. If you encounter any complexities or uncertainties, please do not hesitate to reach out to us at [e-mail].