Key Takeaways

  • Articles of dissolution legally terminate a business entity such as an LLC or corporation.
  • Filing requirements vary by state, but common steps include settling debts, notifying creditors, and canceling licenses.
  • Florida allows online and mail-in filings with a $35 fee, plus $8.75 for an optional certificate of status.
  • The dissolution process includes winding up affairs, liquidating assets, and distributing remaining funds.
  • Delaying or failing to file articles can result in ongoing tax liability and penalties.
  • Dissolution may require board or member approval and tax clearance before being accepted.
  • Professional help can ensure compliance with all legal and procedural requirements.

Articles of dissolution can be filed when you want to end your limited liability company (LLC) or corporation. You will need to file this document with the correct state agency, usually the Secretary of State, and make sure that it includes the correct information.

Articles of Dissolution Filing

Filing articles of dissolution will allow you to permanently end your company. While you can file these articles on your own, you may want help from a professional to make sure that they get filed correctly.

Once you file your articles of dissolution, several events will occur. First, your LLC or corporation will be officially ended. Second, you will no longer have to pay taxes or annual fees for your corporation.

To make sure that your company is properly closed, you must complete several steps:

  • All owners of your LLC must agree to the dissolution.
  • Outstanding fees, reports, and taxes must be filed before the State will dissolve your company. Depending on your state, you may also need to be issued a Tax Clearance.
  • You should alert creditors that you plan to end your company and settle any remaining debts.
  • Remaining assets should be allocated to company owners. You will distribute these assets based on each person's ownership percentage.
  • Alert authorities at the local, state, and federal level that your company is ending. You will need to cancel your business licenses and tax identification numbers.

Why Articles of Dissolution Matter

Articles of dissolution serve as a formal notice to the state that your business entity no longer exists. Without filing these documents, the state may continue to treat your LLC or corporation as active. This means your business could still be liable for annual fees, reports, and taxes—even if you’re no longer operating. Filing articles of dissolution helps protect you from:

  • Ongoing tax obligations and late fees
  • Potential legal liabilities from future claims
  • Misunderstandings with creditors or government agencies

Furthermore, proper dissolution sends a clear signal to all parties, including creditors and partners, that your business has ceased operations.

Common Reasons to Dissolve a Business

Businesses may choose to file articles of dissolution for various strategic, financial, or personal reasons. Some of the most common include:

  • The business has fulfilled its intended purpose or reached the end of its lifecycle.
  • Financial hardship or insolvency makes continued operation impractical.
  • Ownership disputes or retirement of a key member prompts closure.
  • Mergers or acquisitions render the original entity unnecessary.
  • The owner wants to pursue a different business venture or career path.

Whatever the reason, formal dissolution ensures a clean break with fewer legal and tax complications.

What Happens After Dissolution

Once your articles of dissolution are filed and approved, your business officially enters the “winding up” phase. This includes:

  1. Settling Remaining Debts and Liabilities: All creditors must be paid before distributing assets.
  2. Liquidating Business Assets: Tangible and intangible assets should be sold or transferred appropriately.
  3. Distributing Assets to Owners: Remaining assets are divided according to the company’s operating agreement or ownership shares.
  4. Final Tax Filings: Your business must file its final federal and state tax returns, including any employment or sales tax obligations.
  5. Closing Business Accounts: Bank accounts, insurance policies, and vendor accounts should be closed.

Failing to complete the winding-up process properly can leave owners vulnerable to legal and financial consequences.

Dissolving a Company in Florida

Many states, including Florida, allow you to file your articles of dissolution online. Reviewing the process for dissolving a Florida corporation can help you prepare for the dissolution process in your state.

First, you need to prepare to file your articles of dissolution. Review the rules for filing this document. You should also be sure you have all the information that you need to file your articles. Finally, you need to make sure you have a valid form of payment so that you can pay for any remaining fees. Florida corporations and LLCs have the right to voluntarily dissolve. As soon as the articles of dissolution are filed, the company will not exist any longer.

Depending on the nature of your corporation or LLC, your articles of dissolution may need to include information specific to your entity. The Florida Division of Corporations recommends that you have your articles reviewed by an experienced attorney before filing. The filing fee for your articles of dissolution is $35, and you can pay using either a debit or credit card.

If you want physical proof that your corporation has dissolved, you can request that the state issue a certificate of status. You are not legally required to have this document. Your certificate of status will state that the Division of Corporations no longer considers your company active. You will need to pay $8.75 for each certificate that you request.

When signing your articles of dissolution, you may type your legal name in the signature box. In Florida, an electronic signature is the same legally as a physical signature. Be sure, however, that you are not typing another person's name without their express permission, as this is forgery and may result in severe penalties, including prison time.

Although filing your articles of dissolution online is the easiest option, you can also physically file this document if you wish. All you need to do is print off the correct form, fill it out, and then mail your form, along with the required fee, to the Florida Department of Corporations. You should remember, however, that if you decide to pay the filing fee using a credit card, you must submit your articles electronically.

Florida Dissolution Requirements for LLCs vs. Corporations

Although both LLCs and corporations in Florida can file articles of dissolution, there are some procedural differences:

  • LLCs must confirm that all members (or a majority, depending on the operating agreement) have approved the dissolution.
  • Corporations typically require a board resolution followed by shareholder approval.
  • Corporations may be required to file a separate “Certificate of Dissolution” if winding down after business has ceased.
  • If the corporation has issued shares, Florida requires that the shareholders vote in favor of dissolution.

It’s important to follow the correct process for your entity type to avoid rejection or delays.

What to Include in Your Articles

Every state will have different requirements for what information you need to include in articles of dissolution. That said, there is some basic information that's required regardless of the state where you are filing.

First, you need to be sure to include the legal name of your company. Second, your articles of dissolution should state the date when your company will be dissolved. Finally, there should be a statement that your corporation's board of directors or your LLC's members approved the dissolution.

Additional State-Specific Requirements

While basic information such as the legal name and dissolution date is standard, some states require additional documentation or steps, including:

  • Statement of No Pending Legal Actions: In some jurisdictions, you must affirm that the company is not involved in any lawsuits.
  • Final Franchise Tax Report: States like California and Texas require a final tax report before dissolution.
  • Tax Clearance Certificates: Some states mandate clearance from the tax authority to confirm no outstanding liabilities exist.
  • Notification of Dissolution to Stakeholders: In certain states, you may be required to publish a notice of dissolution in a local newspaper.

Because state requirements vary widely, consulting a business attorney can help ensure compliance.

Voluntary vs. Involuntary Dissolution

Dissolution can occur voluntarily or involuntarily:

  • Voluntary Dissolution: Initiated by the owners or directors when they choose to end the business. This involves a formal vote and proper filing of articles of dissolution.
  • Involuntary Dissolution: Can be initiated by the state for reasons such as failure to file annual reports, pay required fees, or comply with legal obligations. In these cases, the state may dissolve your business administratively.

Reinstating a business after involuntary dissolution can be costly and time-consuming, making proactive compliance critical.

Frequently Asked Questions

1. What are articles of dissolution?Articles of dissolution are official documents filed with the state to legally terminate a business entity, such as an LLC or corporation.

2. Do I have to file articles of dissolution if my business is inactive?Yes. If you do not formally dissolve your business, the state will consider it active and expect ongoing compliance with tax and reporting obligations.

3. Can I dissolve my business online?In many states, including Florida, you can file articles of dissolution online. Be sure to use the correct form for your entity type and pay any required fees.

4. What is the difference between dissolution and termination?Dissolution starts the process of closing the business. Termination occurs after all business affairs are settled, debts are paid, and final distributions are made.

5. Do I need a lawyer to file articles of dissolution?While you can file on your own, a lawyer can help ensure compliance with all state laws and requirements—especially if your business has multiple owners or assets.

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