Entrepreneurs need to dissolve their LLCs for many reasons, the most common of which is no longer needing or wanting to run a business.
You may want to start a new venture using a different business entity or have multiple LLCs in other markets and need to dissolve one that’s no longer viable.
Whatever your reason, dissolving your LLC involves filing your dissolution papers with the Division of Corporations and winding up your LLC business affairs.
This post covers the steps to dissolve and wind up your Florida LLC.
Basics of LLC Dissolution
Dissolution is when you apply to dissolve your LLC with the Florida Department of State, Division of Corporations (Sunbiz) by filing your articles of dissolution.
Before you file your dissolution request, you must begin winding up your business affairs, which requires several steps to remove your LLC’s tax obligations and members’ financial liabilities.
Types of LLC Dissolution
The 3 types of dissolution are voluntary, administrative, and judicial.
Each dissolution type can happen for different reasons, such as LLC members choosing to close their business, a dissolution trigger causing the closure, or the state enforcing closure for failing to comply with the state’s LLC operating rules.
The most common type of LLC dissolution is voluntary.
Administrative Dissolution
Administrative dissolution is when the Division of Corporations dissolves an LLC for failing to meet a filing requirement.
The Division of Corporations can administratively dissolve a limited liability company for the following reasons (F.S. 605.0714):
- It doesn’t file its annual report by the third Friday in September.
- It doesn’t pay a fee or penalty owed to the Department of State.
- It has no registered agent.
- It doesn’t report a change of registered agent within 30 days.
Judicial Dissolution
Florida allows an LLC to be dissolved involuntarily through a court, thus the judicial dissolution.
Florida provides conditions for judicial dissolution under section 605.0702 of the Florida Statutes. A court can dissolve an LLC, for example, when the LLC’s conduct is unlawful, it isn’t reasonably practicable to carry on its business, or managers or members acted illegally or fraudulently.
Voluntary Dissolution
If an LLC’s members choose to close their business, this is voluntary dissolution.
Voluntary dissolution can occur because of internal member disputes or a dissolution trigger, such as a pre-decided closure date or a member leaving the LLC.
To voluntarily dissolve your Florida LLC, file Articles of Dissolution for an LLC with the Division of Corporations online or by mail (check or money order for mailed filings), along with the dissolution filing fee.
Dissolving Your LLC in Florida
Dissolving your Florida LLC is crucial in winding up your business affairs and ending its standing as a separate legal business entity.
If your LLC meets the Florida statute requirements of 605.0707 and its operating agreement dissolution requirements, you can dissolve your LLC by filing articles of dissolution with the Division of Corporations.
Once you dissolve your LLC, you cannot conduct any further business except to wind up your business affairs.
Step 1: Vote to Dissolve your Florida LLC
Dissolving your business means voting to end your LLC and filing articles of dissolution with the Florida government.
To voluntarily dissolve your LLC, members must review their articles of organization or LLC operating agreement rules for dissolution.
Dissolution rules often require members to vote on a resolution to dissolve and for there to be a majority decision in favor of closing the business.
Single vs multi member LLC dissolution
Like a multi-member LLC, Single-member LLCs must file articles of dissolution with the Division of Corporations and wind up their business affairs. The only difference is that a single-member LLC has one owner, so no voting is required.
Dissolution rules in your LLC operating agreement
Before dissolving, refer to your operating agreement LLC Florida to ensure you comply with its dissolution rules.
Your operating agreement should contain your LLC member’s percentage ownership of the LLC (if it is a multi-member LLC) and their voting rights.
Your LLC dissolution rules should also note the voting procedure, who must sign the articles of dissolution and any other legal procedures for dissolving the LLC.
Florida-Specific rules for voting to dissolve your LLC
LLCs without an operating agreement or articles of organization that contain dissolution rules must comply with Florida’s default rules for LLC dissolution.
Florida law allows you to dissolve your LLC only with the agreement of all LLC members, unless your operating agreement says otherwise.
Step 2: Wind Up All Business Affairs and Handle Any Other Business Matters
Winding up your LLC means closing all business activities as per your operating agreement and Florida State laws.
Depending on your LLC business activities, this can include:
- Paying all outstanding debts.
- Ending contracts.
- Closing the LLC business bank accounts and any other credit lines.
- Informing employees and providing a severance package.
- Canceling the LLC business licenses or permits.
- Notifying your registered agent.
- Disbursing any LLC assets after all loans, debts, overdrafts, or other lines of credit are paid.
Step 3: Settle debts and assets with creditors
Florida doesn’t require an LLC to notify its creditors of dissolution, but you may send notice to known creditors and publish notice (F.S. 605.0711–605.0712) to limit future claims.
Florida law requires you to pay or provide for the LLC’s debts while winding up, before you distribute assets to members.
To settle your LLC debts and distribute its assets, you must follow the Florida State laws in order; those are:
- Pay the LLC’s creditors, including members who are creditors.
- Return members’ contributions that haven’t been returned yet.
- Distribute what remains to members according to their distribution shares.
Step 4: Notify Tax Agencies and settle remaining taxes
Florida State doesn’t require an LLC to get tax clearance before dissolving the business or to file a final annual report;
However, you must pay all your LLC tax obligations and file any returns relative to your business, such as sales or employment tax returns.
Step 5: File Articles of Dissolution with the Division of Corporations
You can file your LLC Articles of Dissolution online through the Division of Corporations (Sunbiz) website. Online filings usually take 2–3 business days to post. The state issues the certificate of dissolution automatically, so you don’t file one yourself.
To file by mail, send the form with a check or money order to Registration Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314.
The filing fee is $25. A certified copy is an optional $30.
Conclusion
Those are the steps to dissolve the LLC you formed in Florida.
The key to a successful dissolution is to ensure you follow your LLC’s rules for closure, file your articles of dissolution with the Division of Corporations, and wind up all your business affairs.
Only then can you disburse any remaining LLC assets, close your business for good, and begin anew. If you are closing your LLC in order to open a new one, be sure to check out our detailed guide on how to form a Florida LLC.
FAQ
You might need to dissolve your Florida LLC for various reasons, such as the business being no longer economically viable, moving to a different state, or internal disagreements between members. Other reasons you might dissolve a Florida LLC include a dissolution date the members agreed on beforehand, a dissolution trigger that forces the business to close, a member vote to dissolve, a court order for judicial dissolution, or members dying, resigning, or retiring.
Not dissolving your Florida LLC could cause personal liability for unpaid taxes, annual filing fees, and potential fines. The Florida LLC annual report fee is $138.75, and the late filing fee is $400.
To dissolve your LLC in Florida costs $25. A certified copy is an optional $30.
You can dissolve your LLC online by filing your Articles of Dissolution through the Division of Corporations (Sunbiz) website.
Online filings usually take 2–3 business days to post. Processing times for mailed filings vary, so check the Sunbiz document processing dates.
If your Florida LLC is also registered to conduct business in other states, you will have to dissolve the company in each one of those states separately. Be sure to keep in mind that different states will have their own unique requirements and fees when dissolving an LLC.