Building and growing a business is a labor of determination and persistence. You may put so much into the company, and all that’s behind it. But even a great business may reach a final chapter and need to wind up and close. Or, maybe you opened an LLC for a specific purpose, and it’s no longer needed. In either case, dissolving an LLC in Florida is simple, but you’ll need to follow some key steps. Read on to learn how to dissolve an LLC in Florida.

Understanding LLC Dissolution in Florida

Dissolving an LLC in Florida can make sense for a variety of reasons. If you created an LLC and you don’t need it anymore, dissolving it can be the best course of action. You’ll need to dissolve a Florida LLC when the company is no longer economically viable, if the company’s business purpose is completed, or if you’re moving on to other business ventures. 

Dissolving a Florida LLC is a key step in officially winding up a company’s affairs and closing its standing as a legal business entity. As long as the limited liability company meets the requirements of 605.0707 of  Florida Statutes, the LLC can voluntarily dissolve by filing articles of dissolution. You’ll need to e-file Articles of Dissolution with the Florida Division of Corporations or print and mail the Articles of Dissolution.  

Why Dissolve an LLC in Florida?

Business owners need to dissolve an LLC for a variety of reasons. The most common reasons are if you no longer want to operate the LLC or no longer need the LLC. For example, if you want to pursue another business venture through a different business entity, you could dissolve an LLC you don’t need.

Likewise, if you have multiple LLCs for multiple purposes, dissolving LLCs you don’t use can simplify filings and management. Reasons to dissolve an LLC include:

  • The LLC is no longer needed
  • Loss of business viability 
  • The business is closed 
  • Bankruptcy
  • If the business is no longer allowed to operate in the US 

Note that if you’re a visa holder who created an LLC, you don’t need to dissolve a Florida LLC that is still in use or has a business purpose, even if you’re no longer in the US. 

How to Dissolve an LLC in Florida in 7 Steps

Dissolving a Florida LLC requires a filing with the Florida Department of Corporations. In addition, you’ll need to refer to the LLC’s operating agreement regarding the winding up of the business and follow the procedures of dissolution outlined in the operating agreement. Depending on the business assets and liabilities, you may need to take additional steps to sell assets or settle debts as part of the process for dissolution.  

1. Review Your LLC’s Operating Agreement

The first step in dissolving an LLC is to understand the specific dissolution procedures outlined in your LLC’s operating agreement. This will typically include key information on member’s ownership of the LLC and their voting rights. It will also note the signatures, voting, or other procedures required to dissolve the LLC legally. 

2. Vote to Dissolve an LLC

For most LLCs, you will need to convene a meeting with all LLC members to discuss and approve the dissolution decision. According to any guidelines outlined in the operating agreement, this can be done online or in person and may require unanimous agreement. 

3. File Articles of Dissolution

In Florida, Articles of Dissolution voluntarily dissolve a Florida LLC. After filing, the entity will no longer exist. In Florida, you can e-file the Articles of Dissolution on the Florida Department of Corporations, the Sunbiz website, or through the mail.  

You’ll need to pay a $25 filing fee, which can be paid by credit card, debit card, or with a prepaid Sunbiz e-file account. You can also request a Certificate of Status that certifies the LLC is no longer active on the Division of Corporations’ records. The cost for the certificate is $5. 

Mailing Address for the Articles of Dissolution: 

Registration Section 

Division of Corporations 

P.O. Box 6327 

Tallahassee, FL 32314 

You can also bring the Articles of Dissolution in person, and it will be processed while you wait. The street address is:

Registration Section 

Division of Corporations 

The Centre of Tallahassee

2415 N. Monroe Street, Suite 810

Tallahassee, FL 32303

4. Notify Tax Agencies and Pay Remaining Taxes

Ensure you file all necessary tax returns, including income and employment tax returns, with the appropriate tax authorities. Businesses do not need to secure tax clearance when dissolving in the state of Florida. However, the company must pay all its tax obligations as part of dissolution. 

When filing taxes with the IRS, you must check the final return box on your company’s federal tax forms. Consulting a tax professional to complete these filings accurately can ensure all forms are correctly filled out. 

5. Inform Creditors and Settle Existing Debt

The business will need to settle all debt as part of the dissolution. Make a plan to pay off all credit card debt or loans. You should also notify creditors and close any lines of credit as part of dissolving an LLC to close the business credit history.  

6. Wind Up Other Business Affairs

Depending on the nature of the business, you may need to sell machinery, inventory, or assets. You’ll also need to inform suppliers, customers, and other key stakeholders. If you have employees, you’ll need to inform them and make relevant plans for a severance package, letters of recommendation, or new job opportunities. 

You’ll also want to close business bank accounts, cancel business licenses, and close any other business accounts or lines of credit. If you used a Florida registered agent service, you will need to inform the registered agent and cancel the service. 

7. Distribute Remaining Assets

The LLC operating agreement outlines the distribution of assets, including the percentage of ownership of each member. Once all debts, obligations, and tax liabilities have been settled, you can distribute the remaining assets among the LLC members to finalize the company dissolution. 

How Much Does It Cost to Dissolve an LLC in Florida?

It costs $25 to file the Articles of Dissolution in the state of Florida. If you want a Certificate of Dissolution, it costs an additional $5. You can pay by credit card, debit card, or with a prepaid Sunbiz e-file account.

Should I Dissolve My LLC Myself or Hire an LLC Dissolution Service in Florida?

It’s possible to dissolve an LLC yourself, and if you have the time, you can oversee all the steps of company dissolution. However, as a business owner, getting professional help can save you both time and money, even in company dissolution. 

If the LLC has outstanding debt, outstanding taxes to file, or significant physical assets to distribute or sell as part of the dissolution process, getting professional help can simplify the process. The support of a tax professional, lawyer, or professional dissolution service can provide the expertise and support you need. 

Even with a simple dissolution, it can be more advantageous to tap professional assistance to facilitate the process. You could hire professionals to handle the dissolution for you, so you can focus on new opportunities. 

How doola Can Help Dissolve a Florida LLC

Wrapping up business operations, dealing with employees and other obligations of closing a business, and dealing with dissolution paperwork can be an additional burden. You can reach out to doola for customized LLC dissolution services. 

With doola dissolution service, you just need to create an account and upload basic information about your company. Then, doola will prepare the articles of dissolution and get back to you if any additional information is needed. When Florida confirms the dissolution, it will inform you immediately. Get doola LLC dissolution to save time!

FAQs

How long does it take to dissolve an LLC in Florida?

In Florida, it takes about one week to dissolve an LLC. Online filings could be processed in two to four days. You also have the option to bring in the documents, and they will be processed while you wait. 

Can I dissolve my LLC without notifying my members in Florida?

You generally cannot dissolve an LLC in Florida without informing the members. The procedure of dissolution for the LLC will be outlined in the operating agreement. 

Can I dissolve my LLC if I have pending lawsuits in Florida?

You cannot dissolve an LLC with pending lawsuits in Florida. All debts and liabilities must be paid, and the LLC must have no lawsuits pending. In some cases, if provisions have been made for the satisfaction of any judgment against the LLC, you may dissolve the LLC. 

Can I cancel my EIN once my LLC is dissolved in Florida?

You can’t cancel an EIN, but you need to inform the IRS to close the business account. You can send a letter to the IRS with the complete legal name of the entity, the EIN, the business address, the reason you wish to close your account, and a copy of the EIN Assignment Notice issued with your EIN. 

Mail this information to:
Internal Revenue Service
MS 6055
Kansas City, MO 64108

Or

Internal Revenue Service
MS 6273
Ogden, UT 84201      

What happens if I don’t properly dissolve my LLC in Florida?

If you don’t properly dissolve an LLC, you could be held personally liable for unpaid debts or taxes of the LLC. You will also need to pay annual filing fees or face potential fines. 

Can I reopen a dissolved LLC in Florida?

Yes, you can reopen or reinstate an LLC in Florida. You will need to file a Limited Liability Company Reinstatement with the Florida Division of Corporations, pay a $100 reinstatement fee, and the $138.75 annual report fee for each year or portion of a year during which the LLC was dissolved.

Alison K Plaut
Alison K Plaut
Content Specialist
Doola's website is for general information purposes only and doesn't provide official law or tax advice. For tax or legal advice we are happy to connect you to a professional in our network! Please see our terms and privacy policy. Thank you and please don't hesitate to reach out with any questions.
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