Articles of Dissolution: Everything You Need to Know
Articles of dissolution can be filed when you want to end your limited liability company (LLC) or corporation.3 min read
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.
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.
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.
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