What do we do when we want to dissolve a company in Florida? That depends on several different factors. What type of business entity is being dissolved? Are there any remaining assets in the business, and will there need to be a liquidation? Are there any outstanding debts? Are the business owners all in agreement about dissolving the company?
Below, we cover how to dissolve a business in Florida the right way by providing the appropriate forms, information about the dissolution process, and what to do if you change your mind and need to undo a dissolution of your company.
How to Dissolve an LLC in Florida
How much does it cost to dissolve an LLC in Florida? Well, as a business owner, you must file Articles of Dissolution with the Division of Corporations for the state of Florida. Articles of Dissolution cost $25.00 for the filing fee and are the only way to voluntarily dissolve a Florida-based limited liability company.
- These articles must include the LLC’s name, the effective date of the company’s dissolution, what led to the company’s dissolution, and the information (name, address, and signature) of the person appointed with dissolving the company if the company has no members.
- The appropriate form to dissolve an LLC in Florida can be found here.
- If you are interested in restoring a dissolved limited liability company, you can file a Statement of Revocation of Dissolution for Florida Liability Company within 120 days of filing the Articles of Dissolution.
Dissolving an LLC in Florida is required by law, and the process to dissolve a business in Florida is complicated. You will need to complete multiple steps before entering a proper Florida LLC dissolution. To eliminate potential liability, lawsuits, and additional fees, you should consider using the services of a Business Filing Services Company that can affordably dissolve your Florida LLC for you.
How to Dissolve a Corporation in Florida
A corporate dissolution (for a C-Corporation or S-Corporation) in Florida can be done whether a company has issued shares or has not yet issued shares.
- If a company has issued shares, the Articles of Dissolution must be adopted by a majority of the shareholders.
- If the company has not yet issued shares, the dissolution must be approved by a majority of the business owners or the Board of Directors of the company.
The appropriate forms to dissolve a company that has issued shares can be found here, while the forms for a company that has not issued shares can be found here.
For non-profit companies, there are dissolution processes for corporations that have commenced operations to conduct their affairs and those that have not. As a business owner, you can file a Revocation of Dissolution if you decide you want to restore a dissolved corporation or file re-incorporation articles for a non-profit.
All restoration of a dissolved corporation (C-Corp, S-Corp, or Non-Profits) must occur within 120 days of dissolving the corporation.
To dissolve a Corporation in Florida, there are multiple requirements under the Florida Business Corporation Act, and non-compliance can lead to serious legal consequences. To dissolve your Florida Corporation the right way, you should consider using the services of a Business Filing Services Company that can do this for you at an affordable, flat fee.
How to Dissolve a Partnership or Sole Proprietorship in Florida
The dissolution of partnerships and sole proprietorships in Florida is a relatively easy undertaking if you know what you are doing. Partnerships require the filing of a Statement of Dissolution for Partnership or a Cancellation of the Partnership Statement.
Sole Proprietorships are not independent business entities, so there is no formation paperwork or dissolution paperwork associated with these. This means you do not need to officially dissolve a sole proprietorship in Florida – you can close your business doors and move on.
Common Filing Requirements and Actions for Dissolving LLCs and Corporations:
While there are specific processes that companies must go through to receive a certificate of dissolution from the state of Florida, which officially end the existence of a Florida business, it is important that financial debts get settled, bank accounts are closed, outstanding tax obligations (such as sales taxes, business taxes, and state taxes) are paid, and all payroll obligations are fulfilled.
Companies going through a voluntary dissolution must be in good standing with the Secretary of State for the state of Florida and need to adhere to all state laws surrounding the dissolution process.
Once a Florida company has been dissolved, and its Articles of Incorporation or Articles of Organization are no longer valid, you should make the Internal Revenue Service aware that the Florida business has been dissolved.
This notification to the IRS should be in the form of a letter that includes the Business Name, its Federal Tax ID Number (EIN or FEIN), the business address, and the reason for the dissolution.
The Florida company will need to file a final tax return (both a federal tax return and state tax return) with the IRS and the Florida Department of Revenue.
Why Do I Need to Dissolve My Florida Company?
If you are going to be ending your business, you may wonder why go forward with paying the filing fees and submitting paperwork to dissolve the company? Doesn’t the business just stop once you decide to stop?
Not necessarily – failing to dissolve a company properly can lead to taxes, penalties, potential lawsuits, and other fees until the company is formally dissolved with the Florida Department of State. It is more cost-effective to pay to dissolve your Florida company the right way than it is to face penalties, unknown taxes, and late fees.
Other Important Information:
When companies are going through the dissolution process, many internal factors control how the dissolution is authorized or how it occurs. A Florida company’s operating agreement or corporate by-laws may require a certain percentage of the company’s owners, its board of directors, or its shareholders to vote on the corporate entity’s dissolution.
For paper forms, you can find company dissolution forms for all types of entities in Florida, as well as other valuable corporate forms at the state agency that handles corporate affairs – the Florida Secretary of State’s website.
Additionally, if you need information about the cost to dissolve a company, a schedule of fees for corporations, limited liability companies, and partnerships, including fees for dissolution, we have a page that lists all of this information.
In addition to paper forms, companies have ample resources to e-file articles of dissolution or other filings such as annual reports, changes of registered agents, and more. This can be done through SunBiz.org by setting up a business account to submit these forms conveniently and easily.
The simplest way to dissolve a business in Florida is to utilize the services of a professional Business Filing Services Company that will do it all for you. This will eliminate unnecessary administrative costs and potential liability and will ensure it is done correctly and according to Florida law.
Florida Company Dissolution by Mail
If you do not want to E-File to dissolve your business in Florida, you can mail the dissolution form to the FL Division of Corporations. You must send a check for $35.00 which includes getting a letter of acknowledgment from the FL DOC. If you need a certified copy (optional) or a certificate of status which is also optional, add $8.75 for each of these.
Send one check in the total amount made payable to the Florida Department of State. Include a letter containing your telephone number, return address, and certification requirements, and mail to:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303