To dissolve an LLC in Florida, the members vote to close, the LLC winds up its affairs, and you file Articles of Dissolution with the state for $25. Then you file final tax returns and cancel your registrations. The whole thing usually takes about 90 days, and almost all of that is winding up, not paperwork.
Don’t just stop operating. Until you file, the LLC stays officially active and the $138.75 annual report keeps coming due.
Which kind of dissolution is this?
This guide covers voluntary dissolution, where the members choose to close. Administrative dissolution (the state closes you for missed annual reports, no registered agent or unpaid fees) is fixed by reinstatement instead. Judicial dissolution is a court order over member disputes, fraud or impossibility of purpose.
Step 1: How do members vote to dissolve an LLC in Florida?
Your operating agreement says how the decision gets made. Check the voting threshold (unanimous, majority or supermajority), how members must be notified, and whether any event triggers dissolution automatically.
Then call a meeting or collect written consent, vote, and record it in a resolution. Something like this works:
RESOLVED, that the Company shall be dissolved and its affairs wound up in accordance with Florida law and the Operating Agreement. FURTHER RESOLVED, that the named authorized person is authorized to execute all documents necessary to complete the dissolution, including Articles of Dissolution.
No operating agreement? Florida’s Chapter 605 requires the consent of all members.
Step 2: How do you wind up the LLC?
Winding up is the real work. Do it before you file anything with the state.
Settle the books. Pay vendors, pay off or negotiate loans, close credit cards, and finish or negotiate your way out of leases and contracts. Invoice any outstanding work and collect receivables. Sell equipment, inventory, real estate and vehicles or transfer them to members, and transfer or abandon intellectual property.
Notify creditors and customers. Florida law lets you, but doesn’t require you to, send known creditors written notice of the dissolution. The notice gives a deadline for claims (at least 90 days), an address to send them, and a statement that claims not submitted will be barred. Known creditors who miss the deadline may be barred from claiming. We’d send it, because it’s the cheapest protection in the whole process. Tell customers, suppliers and service providers you’re closing at the same time.
Distribute what’s left. Only after the debts are paid, distribute remaining assets to members under your operating agreement, or pro rata by ownership percentage if it’s silent. Get a receipt or written acknowledgment from each member.
Order matters here. Members who take distributions before creditors are paid can end up personally liable.
Step 3: File the Articles of Dissolution
File online. On Sunbiz.org:
- Click “Start an E-Filing.”
- Select “Florida Limited Liability Company.”
- Choose “Dissolution.”
- Enter your document number.
- Complete the required information.
- Pay the $25 filing fee.
You’ll need the LLC’s name and document number, the effective date of dissolution (it can be a future date), a statement that all debts have been paid or provided for, and the signature of an authorized person.
Processing usually takes 2-3 business days. You don’t need expedited service. Afterward the state sends a Certificate of Dissolution. Keep it with your records.
If an annual report comes due before you dissolve, you’ll owe that $138.75 too, so plan the timing around the May 1 deadline.
Step 4: File final tax returns
Federal income tax. A single-member LLC files a final Schedule C with the owner’s personal return, reporting income and expenses through the dissolution date. A multi-member LLC files a final Form 1065 and issues final K-1s, due by the 15th day of the 3rd month after dissolution. An LLC taxed as an S corporation files a final Form 1120-S with final K-1s. Check the “final return” box on whichever applies. Skipping final returns can bring penalties and personal liability for members.
Florida taxes. File a final sales tax return, pay any balance and cancel the registration. If you had employees, file a final reemployment tax return, pay what’s due and close the account with the Florida DOR.
Payroll. File a final Form 941 or 944 and Form 940 (FUTA), issue final W-2s, and file Form W-3 with the Social Security Administration.
Step 5: Cancel registrations and accounts
| Registration or account | What to do |
|---|---|
| Sales tax permit | Cancel through Florida DOR |
| Reemployment tax account | Close through Florida DOR |
| Local business tax receipt | Notify the county or city |
| Professional licenses | Notify the licensing board |
| Fictitious name (DBA) | Cancel with the Florida Division of Corporations |
| Bank accounts | Close after all transactions clear |
| Merchant accounts, insurance, subscriptions | Cancel (insurance may refund a prorated premium) |
You can’t cancel an EIN, but you can write to the IRS and ask it to close the business account. If you’re in a regulated industry, notify the relevant federal agencies too.
The local items are the ones people forget. Dissolving with the state doesn’t cancel a county business tax receipt or a local permit.
Are you still liable after dissolving?
Sometimes. Dissolution doesn’t wipe out every claim.
- Known claims: creditors have 90 days after notice (or 2 years if no notice).
- Unknown claims: generally barred after 3 years.
- Members may be personally liable for improper distributions.
- Fraudulent transfers can be unwound for years.
The LLC also keeps existing for wind-up purposes after dissolution, and it can sue and be sued during that period. So don’t shred anything yet. Keep tax returns and financial records for 7 years, employment records for 4 years after termination, contracts for the length of the limitations period, and corporate records permanently.
Should you dissolve at all?
If the business has value, sell the membership interests or the assets instead and let it continue under new owners. If you might start again, keep the LLC inactive: file the $138.75 annual report each year, keep a registered agent, and it stays in good standing.
How long does it take, and what does it cost?
A typical timeline: vote on day 1, notify creditors within the first two weeks, pay debts and collect receivables through about day 60, distribute assets by day 75, file the Articles of Dissolution around days 75-80, and cancel registrations by day 90. Final tax returns are due at the next tax deadline.
The minimum cost is the $25 filing fee. Add $138.75 if an annual report falls due first, and $100-$500 if you use professional help.
Frequently asked questions
What if my LLC was administratively dissolved?
It can be reinstated (if within certain timeframes), or you can file a voluntary dissolution to make the closure official.
Do I need a lawyer to dissolve my LLC?
Not for a simple dissolution with no disputes or complex assets. Complicated ones benefit from professional help.
What happens to my EIN after dissolution?
It stays assigned to the closed business. You can’t reuse it for a new entity.
Ready to file?
Pay the creditors before you touch Sunbiz. Money handed to members ahead of creditors can come back to them personally. IncCraft can handle the Florida filings and guide you through the rest of the dissolution. Contact IncCraft for dissolution assistance.