Key Takeaways

  • Dissolving an LLC in Florida requires following the procedures in your operating agreement or Florida Statutes Chapter 605.
  • You must formally vote to dissolve, file Articles of Dissolution with the Division of Corporations, and pay the $25 filing fee.
  • “Winding up” tasks include notifying creditors, paying taxes and debts, closing accounts, and distributing assets in the proper order.
  • Florida does not require tax clearance, but filing final federal and state tax returns is recommended.
  • It’s wise to notify known and unknown creditors to limit liability after dissolution.
  • Failure to properly dissolve may result in ongoing tax and reporting obligations.

How to Close an LLC in Florida

How to close an LLC in Florida is one of the major questions that will probably arise when it is time to formally dissolve your Florida limited liability company, and the answer encompasses everything from what legal processes can be used to close the entity to what you should do and who you should contact to wind up your business affairs.

There are many ways for a Florida LLC to be dissolved, including by an act of its shareholders, by the LLC’s creditors, or by a court action, but no matter the manner, this process is more complicated than just shutting the doors and not opening them again.

Dissolving Your LLC

Dissolution is the formal process of ending a Florida LLC and putting it out of reach of its creditors if it has any. This may occur involuntarily, either by a court order or because of a failure to file the annual report or due to some other administrative action, or it may occur voluntarily.

If you choose to dissolve your LLC, you should first look at your LLC’s operating agreement and articles of organization. If they have been drawn up correctly, one of these documents should say how to properly dissolve your company.

Typically, rules for dissolution will call for the LLC member to vote to dissolve, with a majority decision usually being required. When calling the vote, be sure to follow all specified procedures that have been set out, like providing advance notice of the vote and holding the vote at a specific, recognized time.

Additionally, unless stated otherwise by your operating agreement or articles of organization, Florida’s LLC Act accepts written consent of every LLC member as an alternative manner of voluntary dissolution.

Whichever way you choose, it is recommended that you record such a decision in the dissolution meeting’s official minutes or in a written consent form. However, you should keep in mind that dissolution does not end any pending legal actions or prevent any new ones, so it is not a way to skirt legal difficulties. Further information on dissolution, as well as mailing addresses, forms, and an online filing system can be found at the Department of State’s website.

Reviewing Your LLC Documents and Voting to Dissolve

Before you begin the dissolution process, review your LLC’s Articles of Organization and Operating Agreement, as these documents typically outline how to dissolve your company. Most Florida LLCs require a formal vote by members or written consent from all members to approve dissolution. Be sure to follow any procedural requirements, such as providing advance notice and recording the resolution to dissolve in the company’s official records.

If your formation documents do not specify a procedure, Florida Statutes §605.0701 provides default rules that allow dissolution by unanimous member consent. Documenting this decision is critical, as it proves that the dissolution was lawfully approved and protects members from future disputes.

Winding Up Your LLC

Once dissolution has been passed, your LLC does not simply cease to exist. There are still certain matters that must be resolved, and these are collectively known as “winding up.” According to Florida’s LLC Act, important winding up duties include:

  • Collecting any LLC assets that remain to be collected.
  • Disposing of any LLC property that its members will not receive as distribution.
  • Making provision to discharge or discharging any LLC liabilities.
  • Distributing to creditors and members the LLC’s assets that are owed to them in the following order:
    • Paying creditors to the extent permitted by law, which includes any taxes owed.
    • Paying former and current members all required interim distributions as well as any distributions owed to members that have withdrawn from the company.
    • Distributing all assets that remain to members in proportion to their interest in the company.

The task of winding up may be designated to one or more members of the LLC for execution. An LLC that has been dissolved cannot carry on any business save for that which is necessary to wind up the business.

Settling Debts, Taxes, and Notifying Creditors

After dissolution, Florida law requires that the LLC settle outstanding debts and liabilities before distributing assets. Payment priority is as follows:

  1. Creditors, including members who are also creditors.
  2. Members who made capital contributions not previously returned.
  3. Remaining members, according to their ownership interests.

While Florida does not require formal tax clearance from the Department of Revenue, it’s best practice to:

  • File final federal and state income tax returns.
  • File a final sales tax return if your business sells goods.
  • Mark “final return” on your IRS Form 1065 (partnership) or Form 1120 (corporation).

Even though it’s not mandatory, notifying creditors helps limit future claims. Send written notice to known creditors with a deadline to submit claims and consider publishing a dissolution notice in a local newspaper. Following these steps can legally bar future claims that are not filed on time.

Canceling Licenses, Permits, and Out-of-State Registrations

If your LLC is registered to operate in other states, file termination or withdrawal forms in each state to stop ongoing tax and reporting obligations. These may be called “certificate of termination” or “application of withdrawal.”

Additionally, cancel all business licenses, permits, and local tax registrations held under your LLC. This includes professional licenses, occupational permits, and county tax accounts. Closing bank accounts and settling contractual obligations (leases, vendor agreements, or service contracts) ensures no further liabilities remain under your business name.

Articles of Dissolution

The final task in dissolution is to file articles of dissolution with the Department of State. These articles are required to provide such information as:

  • The name of the LLC.
  • The date of dissolution.
  • The act that brought about the dissolution (vote or written consent).
  • The LLC’s obligations, liabilities, and debts that have been discharged or paid.
  • A statement indicating that the LLC’s remaining assets and property have been distributed to the LLC’s members according to their interests and rights.
  • A statement indicating that the LLC has no legal action pending against it or that provision has been made to satisfy any order, decree, or judgment against the LLC in any suit that is pending.

Articles of dissolution require a $25 filing fee. Paper filings should take a week to process, while online filings should take two to three days. Expedited service is possible upon request. After the filing is complete, you will receive a letter of acknowledgment in the mail. Your LLC name will be available for use to others 120 days after the date of dissolution.

Filing Your Florida Articles of Dissolution

To complete the process, file Articles of Dissolution with the Florida Division of Corporations (Sunbiz). The form must include:

  • LLC name and effective dissolution date.
  • The reason for dissolution (e.g., member vote).
  • Confirmation that all debts have been paid and assets distributed.
  • The name and address of the person authorized to wind up the company.

The filing fee is $25, payable to the Florida Department of State. You can file online via Sunbiz.org or by mail to the Division of Corporations. Online filings are typically processed within 2–3 business days, while mailed submissions can take up to a week.

Once accepted, you will receive an acknowledgment letter, and your LLC’s name becomes available for use by others 120 days after dissolution.

Common Mistakes to Avoid When Dissolving a Florida LLC

Many business owners inadvertently face penalties by failing to properly complete dissolution. Common errors include:

  • Not filing Articles of Dissolution, leaving the LLC active in state records.
  • Ignoring tax filings, which can result in IRS penalties.
  • Failing to notify creditors, exposing members to future claims.
  • Overlooking out-of-state registrations, leading to recurring annual fees.

Avoiding these mistakes ensures that your LLC’s dissolution is legally valid and that members are not personally liable for post-dissolution obligations.

Frequently Asked Questions

1. How do I dissolve my LLC in Florida online?

You can dissolve your LLC online by filing Articles of Dissolution through the Florida Sunbiz website and paying the $25 fee.

2. Do I need to notify the IRS when dissolving my Florida LLC?

Yes. You should file a final federal tax return and mark the “final return” box on the appropriate IRS form (Form 1065 or Form 1120).

3. What happens if I don’t dissolve my LLC properly?

Your LLC will continue to incur annual report fees and may be subject to administrative dissolution or penalties from the state.

4. Do I need to notify creditors when dissolving my LLC?

Not legally required, but it’s highly recommended to send written notice and publish a public notice to protect against future claims.

5. Can I reopen my Florida LLC after dissolution?

Once dissolved, your LLC cannot be reinstated unless you form a new LLC. However, you can usually reuse the same name after 120 days if it’s still available.

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