Entrepreneurs need to dissolve their LLCs for many reasons, the most common of which is no longer needing or wanting to run a business.
You may want to start a new venture using a different business entity or have multiple LLCs in other markets and need to dissolve one that’s no longer viable.
Whatever your reason, dissolving your Florida LLC involves filing your dissolution papers with the Department of Corporations and winding up your LLC business affairs.
This post covers the steps to dissolve and wind up your Florida LLC.
Dissolution is when you apply to dissolve your LLC with the Florida Department of Corporations by filing your articles of dissolution.
Before you file your dissolution request, you must begin winding up your business affairs, which requires several steps to remove your LLC’s tax obligations and members’ financial liabilities.
The 3 types of dissolution are voluntary, administrative, and judicial.
Each dissolution type can happen for different reasons, such as LLC members choosing to close their business, a dissolution trigger causing the closure, or the state enforcing closure for failing to comply with the state’s LLC operating rules.
The most common type of LLC dissolution is voluntary.
Administrative dissolution is when a Secretary of State removes an LLC’s rights and powers of authority.
The Florida DOS can administratively dissolve a limited liability company for the following reasons:
An LLC that fails to collect and remit sales tax.
Late or non-delivery of its LLC annual report.
Not paying a penalty or fine to the relevant Florida department.
An LLC that loses its certificate of good standing.
Florida allows an LLC to be dissolved involuntarily through a court, thus the judicial dissolution.
Florida State provides conditions for judicial dissolution under section 607.1430 of the Florida Statutes; the most common, however, is when an LLC member requests it for one of the reasons:
Illegal or fraudulent actions by a member or manager.
Misappropriation of business assets.
Disagreements between members.
Inability to run the business as per the LLC operating agreement.
An LLC member that breaches their fiduciary duty.
If an LLC’s members choose to close their business, this is voluntary dissolution.
Voluntary dissolution can occur because of internal member disputes or a dissolution trigger, such as a pre-decided closure date or a member leaving the LLC.
To voluntarily dissolve your Florida LLC, you must submit a cover letter with your Articles of Dissolution for an LLC to the Florida Department of Corporations in person, by mail, or online, along with the dissolution filing fee.
Dissolving your Florida LLC is crucial in winding up your business affairs and ending its standing as a separate legal business entity.
If your LLC meets the Florida statute requirements of 605.0707 and its operating agreement dissolution requirements, you can dissolve your LLC by filing articles of dissolution with the Florida Department of Corporations.
Once you dissolve your LLC, you cannot conduct any further business except to wind up your business affairs.
Dissolving your business means voting to end your LLC and filing articles of dissolution with the Florida government.
To voluntarily dissolve your LLC, members must review their articles of organization or LLC operating agreement rules for dissolution.
Dissolution rules often require members to vote on a resolution to dissolve and for there to be a majority decision in favor of closing the business.
Like a multi-member LLC, Single-member LLCs must file articles of dissolution with the Florida DOC and wind up their business affairs. The only difference is that a single-member LLC has one owner, so no voting is required.
Before dissolving your LLC, refer to your operating agreement to ensure you comply with its dissolution rules.
Your operating agreement should contain your LLC member’s percentage ownership of the LLC (if it is a multi-member LLC) and their voting rights.
Your LLC dissolution rules should also note the voting procedure, who must sign the articles of dissolution and any other legal procedures for dissolving the LLC.
LLCs without an operating agreement or articles of organization that contain dissolution rules must comply with Florida’s default rules for LLC dissolution.
Florida law allows you to dissolve your LLC only with the agreement of all LLC members.
Winding up your LLC means closing all business activities as per your operating agreement and Florida State laws.
Depending on your LLC business activities, this can include:
Florida doesn’t require an LLC to notify its creditors of dissolution.
However, Florida State requires an LLC to clear all debts before it approves the dissolution.
To settle your LLC debts and distribute its assets, you must follow the Florida State laws in order; those are:
Florida State doesn’t require an LLC to get tax clearance before dissolving the business or to file a final annual report;
Also, any late annual report fees are removed when you dissolve your Florida LLC.
However, you must pay all your LLC tax obligations and file any returns relative to your business, such as sales or employment tax returns.
You can file your LLC Articles of Dissolution online using the Florida Department of Corporation’s website.
In-person or by mail to the Department of State at Amendment Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314.
The filing fee is $25.
Those are the steps to dissolve the LLC you formed in Florida.
The key to a successful dissolution is to ensure you follow your LLC’s rules for closure, file your articles of dissolution with the Florida Department of Corporations, and wind up all your business affairs.
Only then can you disburse any remaining LLC assets, close your business for good, and begin anew.
You might need to dissolve your Florida LLC for various reasons, such as the business being no longer economically viable, moving to a different state, or internal disagreements between members.
Other reasons you might dissolve a Florida LLC include:
The LLC members agreed upon a dissolution date beforehand.
A dissolution trigger occurs, forcing the business to close.
The LLC members vote to dissolve the business.
A court orders judicial dissolution.
The LLC must close because members have died, resigned, or retired.
Not dissolving your Florida LLC could cause personal liability for unpaid taxes, annual filing fees, and potential fines. The Florida LLC annual report fee is $138.75, and the late filing fee is $400.
To dissolve your LLC in Florida costs $25.
You can dissolve your LLC online by filing your Articles of Dissolution with the Florida Department of Corporation’s website.
LLC dissolution takes 2 to 4 days online and one week by mail or in person after delivery.
If your Florida LLC is also registered to conduct business in other states, you will have to dissolve the company in each one of those states separately. Be sure to keep in mind that different states will have their own unique requirements and fees when dissolving an LLC.
This portion of our website is for informational purposes only. Tailor Brands is not a law firm, and none of the information on this website constitutes or is intended to convey legal advice. All statements, opinions, recommendations, and conclusions are solely the expression of the author and provided on an as-is basis. Accordingly, Tailor Brands is not responsible for the information and/or its accuracy or completeness. It also does not indicate any affiliation between Tailor Brands and any other brands, services or logos.
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