How to Dissolve an LLC in Florida

How to dissolve an LLC in Florida is a question you may not want to ask, as it entails a multi-stage process of officially closing down your business, but if your business is facing legal difficulties, debt, or you are just ready to move on to something else, it may be a necessary question to face.

To dissolve a Florida LLC, typically a majority of members of the LLC must vote for dissolution or all must give written consent for dissolution. If a vote is taken, as is more common, you should be sure to follow all voting procedures as set out in your formative documents and give advance notice of the time and place for the vote. Any outcome for either method should be recorded in the meeting's minutes or a written consent form.

If the resolution passes, all members must sign the Articles of Dissolution, which should then be filed with the Florida Department of State, Division of Corporations. Before an LLC can be officially ended, however, certain tasks like resolving lawsuits, paying creditors, and paying taxes must be completed.

Reasons for Dissolution

Florida LLC may be dissolved for the following reasons:

  1. The members have agreed upon a date of dissolution beforehand.
  2. The members have agreed upon a triggering event for dissolution beforehand, and that event has happened.
  3. All members have consented to dissolution.
  4. A court has ordered dissolution.
  5. There are no more members of the LLC due to resignation, retirement, death, bankruptcy, or the expulsion or dissolution of all the members and no legal representative or representative of a former member agrees to continue with the LLC.

Filing Articles of Dissolution

Once dissolution has been decided upon, Articles of Dissolution must be filed. To do this, the following steps must be completed:

  1. Complete the Articles of Dissolution. These should include such information as the LLC’s name, delayed effective date of dissolution (if chosen), and the event that led to dissolution (vote, written consent, etc.). A date of future dissolution must be within 90 days of the filing date. Here must also be stated by the members that all the LLC’s obligations and debts have been paid or discharged, that all remaining assets have been distributed, and that there are no legal actions pending against the LLC.
  2. Deliver Articles of Dissolution. This can be done by mailing the document to the Department of State at Amendment Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314, or by submitting it online. Either way, the filing fee is $35. For an additional fee, you can receive a certified copy of the processed articles. Paper filings usually take one week to process; online filings usually take two to three days. You should also keep in mind that your LLC name will be available for others to use 120 days after the date of dissolution.

Winding Up a Florida LLC

Once you have filed for dissolution, your LLC will continue to exist only in the capacity of finishing some final business matters that are collectively known as winding up. In accordance with Florida’s LLC Act, steps in winding up include:

  • Collecting assets owed to the LLC.
  • Disposing of LLC assets not to be distributed to its members.
  • Paying all taxes owed.
  • Resolving any pending legal actions.
  • Discharging or making provisions to discharge LLC liabilities.
  • Distributing assets to creditors and members.

It is required by law that creditors receive any available assets first. Then former and current business members are entitled to distributions proportional to their interest in the company. You are also required to pay all taxes owed before dissolution can be completed. Your LLC will continue to exist until all aspects of winding up are completed.

Additional Information

Additional information on the dissolution process, including mailing addresses, forms, and an online filing system, can be found on the Florida Department of State’s website.

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