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 to 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.

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.

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.

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