How to Dissolve an LLC in Florida

Closing your Florida LLC requires more than just stopping operations. Proper dissolution protects you from ongoing fees, tax obligations, and potential liability. This guide walks you through the complete dissolution process.

Dissolution Overview

Total state filing cost: $25

Types of Dissolution

Voluntary Dissolution

Members decide to close the LLC. This guide covers voluntary dissolution.

Administrative Dissolution

The state dissolves your LLC for:

• Failing to file annual reports
• Not maintaining a registered agent
• Filing fee non-payment

To fix: File for reinstatement (covered in separate guide).

Judicial Dissolution

A court orders dissolution due to:

• Member disputes
• Fraud
• Impossibility of purpose

Requires: Legal proceedings and court involvement.

Step 1: Vote to Dissolve

Your operating agreement governs how dissolution decisions are made.

Check Your Operating Agreement

Look for:

• Voting requirements: Unanimous, majority, or supermajority
• Notice requirements: How members must be informed
• Events triggering dissolution: Automatic dissolution events

Hold a Member Vote

1. Call a meeting (or obtain written consent)
2. Vote on dissolution
3. Document the vote in a resolution

Sample Resolution:

RESOLVED, that the Company shall be dissolved and its affairs wound up in accordance with Florida law and the Operating Agreement.

>

FURTHER RESOLVED, that [Name] is authorized to execute all documents necessary to complete the dissolution, including Articles of Dissolution.

If You Have No Operating Agreement

Florida law (Chapter 605) requires:

• Consent of all members for voluntary dissolution

Step 2: Wind Up Business Affairs

Before filing dissolution documents, you must “wind up” the LLC’s affairs.

Pay All Debts

Collect Receivables

• Invoice all outstanding work
• Collect accounts receivable
• Follow up on unpaid invoices

Liquidate Assets

Notify Creditors

Florida law allows (but doesn’t require) providing notice to known creditors:

1. Send written notice of dissolution
2. Specify deadline for submitting claims (at least 90 days)
3. Address for submitting claims
4. Statement that claims not submitted will be barred

Benefit: Known creditors who don’t respond within the deadline may be barred from claims.

Notify Customers and Vendors

Inform:

• Ongoing customers/clients
• Suppliers and vendors
• Service providers
• Partners and collaborators

Distribute Remaining Assets

After paying all debts, distribute remaining assets to members:

1. Per operating agreement: Follow distribution provisions
2. Default rule: Pro-rata based on ownership percentages

Document distributions with receipts and member acknowledgments.

Step 3: File Articles of Dissolution

Online Filing (Recommended)

1. Go to Sunbiz.org
2. Click “Start an E-Filing”
3. Select “Florida Limited Liability Company”
4. Choose “Dissolution”
5. Enter document number
6. Complete required information
7. Pay $25 filing fee

Required Information

• LLC name
• Document number
• Effective date of dissolution (can be future date)
• Statement that all debts have been paid or provisions made
• Signature of authorized person

Processing Time

• Standard: 2-3 business days
• No expedited option typically needed for dissolutions

Certificate of Dissolution

After processing, you’ll receive a Certificate of Dissolution from the state. Keep this document for your records.

Step 4: File Final Tax Returns

Federal Tax Returns

Single-member LLC (disregarded entity):

• File final Schedule C with personal return
• Report all income/expenses through dissolution date
• Check “final return” box

Multi-member LLC (partnership):

• File final Form 1065
• Issue final K-1s to all members
• Check “final return” box
• File by 15th day of 4th month after dissolution

S Corporation election:

• File final Form 1120-S
• Issue final K-1s
• Check “final return” box

Florida Tax Returns

Sales tax:

• File final sales tax return
• Pay any outstanding tax
• Cancel sales tax registration

Reemployment tax (if you had employees):

• File final quarterly return
• Pay outstanding amounts
• Close account with Florida DOR

Employment Tax Returns

If you had employees:

• File final Form 941 or 944
• File final Form 940 (FUTA)
• Issue final W-2s to employees
• File W-3 with Social Security Administration

Step 5: Cancel Registrations and Accounts

State and Local Registrations

Business Accounts

Federal

• Cancel EIN: Write to IRS to close business account
• Notify any federal agencies if regulated industry

After Dissolution

Keep Records

Maintain business records for:

Liability After Dissolution

Dissolution doesn’t eliminate all liability:

• Known claims: Creditors have 90 days after notice (or 2 years if no notice)
• Unknown claims: Generally barred after 3 years
• Member liability: Members may be personally liable for improper distributions
• Fraudulent transfers: Can be unwound for years

Wind-Up Period

Florida allows a wind-up period after dissolution:

• LLC continues to exist for wind-up purposes
• Can sue and be sued during this period
• Purpose: Complete business closure properly

Alternatives to Dissolution

Before dissolving, consider:

Selling the LLC

If the business has value:

• Sell membership interests
• Sell assets and contracts
• Business continues under new ownership

Becoming Inactive

If you might resume operations:

• Continue filing annual reports ($138.75/year)
• Maintain registered agent
• Business remains in good standing

Converting to Another Entity

If restructuring makes sense:

• Convert to corporation
• Convert to sole proprietorship
• Merge with another entity

Common Mistakes to Avoid

1. Not Paying Debts First

Distributing assets before paying creditors exposes members to personal liability.

2. Missing Final Tax Returns

Failure to file final returns can result in penalties and personal liability for members.

3. Not Filing Articles of Dissolution

Without proper dissolution, you’ll continue owing annual report fees and the LLC remains officially active.

4. Forgetting Local Registrations

Canceling state registration doesn’t cancel local business tax receipts or permits.

5. Destroying Records Too Soon

Keep records for the required retention periods, even after dissolution.

Timeline

Costs Summary

Frequently Asked Questions

Can I dissolve an LLC with outstanding debts?

You must pay or make provisions for debts before distributing assets to members. Otherwise, members may be personally liable.

What if my LLC was administratively dissolved?

An administratively dissolved LLC can be reinstated (if within certain timeframes) or you can file a voluntary dissolution to make it official.

Do I need a lawyer to dissolve my LLC?

For simple dissolutions with no disputes or complex assets, you can handle it yourself. Complex situations benefit from professional help.

How long does dissolution take?

The state filing takes 2-3 days. Complete wind-up typically takes 60-90 days.

Can a dissolved LLC be sued?

During the wind-up period and limitations periods, yes. Proper creditor notification limits future claims.

What happens to my EIN after dissolution?

The EIN remains assigned to the closed business. You cannot reuse it for a new entity.

IncCraft Can Help

Whether you’re dissolving or transitioning your business, IncCraft can assist with Florida filings and guide you through the process.

Contact IncCraft for dissolution assistance.