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How to Dissolve an LLC in Florida (Ultimate Guideline)

Max Smith

Reading Time: 6 minutes

Do you own an LLC in Florida and want to shut it down? Then, you must understand how to dissolve an LLC in Florida.

You have both online and offline options to dissolve your LLC. You may need official papers and submit forms to close your LLC. For example, articles of dissolution, tax clearance certificates, notifying others, and more

However, dissolving and closing an LLC are not the same. But you can maintain a smooth process to legally finish your LLC. Moreover, you can also reopen your reinstated LLC in Florida. 

So, if you want to know more about dissolving an LLC in Florida, let’s read through ahead!

Dissolving an LLC means officially terminating the limited liability company’s legal existence. It is usually done to protect the LLC members from future liabilities and legal consequences.

This process ends the LLC’s operations, liabilities, and legal obligations. The steps to dissolve an LLC in Florida are usually helpful, especially for new LLC owners.

The process to dissolve an LLC in Florida has some procedures and legal requirements. The following is a general guide on how to dissolve an LLC in Florida.

1. Unanimous Member Consent

If you dissolve your Florida LLC, the decision is not yours alone. All the LLC members must agree to dissolve the company. 

You may arrange a formal vote or sign consent to know members’ opinions.  Whatever it is, the decision must be unanimous.

2. File Articles of Dissolution

Like filing an Articles of Organization at the start of your LLC, you must file an Articles of Dissolution when you dissolve it with the Florida Division of Corporations. You can do this in person, by mail, or online.

When you file to dissolve, mention your LLC name and the dissolution date and provide a statement showing all the members’ authorization.

3. Tax Clearance

When you dissolve LLC in Florida, your taxes must be cleared. You should obtain this tax clearance from two offices:

  • The Florida Department of Revenue and
  • The Internal Revenue Service (IRS)

They will ensure that the taxes owed by your LLC are paid or that arrangements are made to pay them on time.

4. Close Business Accounts

At the time of your Florida LLC dissolution, close all associated business accounts. They can be credit lines or bank accounts. 

5. Cancel Licenses and Permits

You must also cancel the licenses and permits and close all the business accounts. Those are the ones that the LLC holds with local or state agencies. 

6. Notify Creditors and Debtors

When you dissolve your LLC, you must notify a few parties. Let the creditors and debtors know about the dissolution because the LLC has contracts or obligations with those parties. This will allow them to file claims before you distribute assets. 

7. Distribute Assets

Asset distribution is a matter of concern in the event of LLC dissolution. As per the operating agreement or state law, liquidate the assets and settle the debts. If any assets are left, distribute them to the members according to the LLC agreement. 

8. File Final Tax Returns

If you will dissolve your LLC in Florida, file your final tax returns. Those returns for the LLC can be federal, state, or local. 

9. Notify Employees

If your Florida LLC has employees, you must notify them about the dissolution. Then, be careful to comply with the legal requirements. Those can be clearing final paychecks and benefits or taking proper termination procedures. 

10. Publication of Notice

Publication of the notice is an optional step. In fact, publication notice is not required in Florida during an LLC dissolution, but it is still an essential step. This way, creditors and others with claims against the LLC will get notified.

11. Keep Records

As you initially kept records when you formed your LLC, keep records of dissolution, too. Diligently maintain the recording of all filed copies and sent notifications.

12. Certificate of Termination

Obtaining the certificate of termination is an optional step. It formally dissolves your LLC. You can file for this with the Florida Division of Corporations.

Moreover, are you thinking of dissolving an LLC in Florida online? Yes, Florida gives Suou that opportunity. However, you must follow a few steps. Do you wonder what they are? Read our next section!

How to Dissolve an LLC in Florida Online?

Dissolving an LLC in Florida online is a convenient option, especially if you are short on time. You must complete the process on the Florida Division of Corporations website to do this.

Here are the steps to dissolve an LLC in Florida online.

  1. Before starting to dissolve an LLC in Florida online, gather all the necessary items, like the LLC’s and its members’ information, registration number, date of dissolution, etc.
  2. Go to the Florida Division of Corporations’ online portal, ‘the Sunbiz website’.
  3. Use the search function to find your LLC.
  4. After locating your LLC, select “File a Document” or “File an Annual Report.”
  5. Depending on the website layout, find the option to file for dissolution under “Dissolution” or “Termination.”.
  6. Fill out the online form.
  7. Pay the dissolution filing fee.
  8. Review all the information and submit the form and payment.
  9. After the form and payment submission, you should get a confirmation that your submission has been received.
  10. The state will contact you if there are any issues or if you need to take additional steps.
  11. Lastly, once the dissolution is approved, update your records to state the closure of the LLC.

Furthermore, there is an option to reinstate your dissolved LLC in Florida. Yes, it’s possible. But do you wonder how? Then read next!

Can You Reinstate a Dissolved LLC in Florida?

Yes, you can reinstate a dissolved LLC in Florida. However, you can renew your LLC only under certain circumstances. 

Suppose you have administratively dissolved your LLC with the Florida Division of Corporations because you could not meet specific requirements. In that case, you have the option to reinstate it.

But this is only viable in some cases. There are certain situations when you cannot reinstate a dissolved LLC in Florida. Like:

  • Crossing the statutory time limit,
  • Failing to resolve compliance issues,
  • Engaging in fraudulent activities,
  • Disagreeing to reverse the dissolution by any of the members,
  • Issuing a court order, &
  • Remaining tax obligations.

Consult legal advisors if you need help under any of the abovementioned issues while reinstating your Dissolved Florida LLC. 

Now, you may wonder what to do if you want to close your LLC legally. Read the following section to find out how to close your LLC yourself.

How Do I Close an LLC in Florida?

Before going straight to how to close an LLC in Florida, let’s start by understanding it clearly.

Closing an LLC generally means ceasing all business operations and bringing down the company’s affairs. For this, you will close bank accounts, cancel licenses and permits, liquidate assets, and settle debts.

This may sound the same as dissolving your LLC, but there is a difference. When you close your LLC, you end its existence without going through a formal process, especially when there are no outstanding debts or legal obligations.

When dissolving an LLC, you go through the formal process of filing paperwork with the state government, like an Articles of Dissolution or a similar document. This process protects members from liabilities from future claims.

Most states make a distinction between closing and dissolving an LLC. However, according to Florida law, they are synonymous procedures. Closing or dissolving an LLC in Florida is the same.

Here are the steps in the process to close an LLC in Florida:

  1. Unanimous Member Consent.
  2. Debts and Obligations Settlement.
  3. Articles of Dissolution Filing.
  4. Tax Clearance.
  5. License and Permit Cancellation.
  6. Notification to Creditors and Debtors.
  7. Assets Distribution.
  8. Publication of Notice.
  9. Keeping Records.
  10. Certificate of Termination.

Conclusion​

In the end, you may get the help of an expert service provider to understand better how to dissolve an LLC in Florida. You can do it yourself if you know the steps well and follow them smoothly. 

Prepare all the papers officially and submit them to the state officials. The corporation can formally dissolve your LLC, or you can also close your LLC. Moreover, you also have the option to reinstate your LLC. 

At last, do you want to start your LLC for free in Florida?

Key Points

After a detailed discussion, let’s look over the key points.

  • Steps to dissolve an LLC in Florida:
    • Unanimous Member Consent
    • File Articles of Dissolution
    • Tax clearance
    • Close business accounts.
    • Cancel licenses and permits
    • Notify creditors and debtors.
    • Distribute assets
    • File final tax returns
    • Notify employees
    • Publication of notice
    • Keep records
    • Certificate of termination
  • Steps to dissolve an LLC in Florida online:
    • Gather information
    • Visit the Sunbiz website.
    • Search for LLCs.
    • File for dissolution
    • Pay the filing fee.
    • Review and submit.
    • Receive confirmation
    • Update records
  • You can reinstate a dissolved LLC in Florida under certain circumstances. But you cannot do it if there are:
    • The statutory time limit was crossed.
    • Failure to resolve compliance issues
    • Engagement with any fraudulent activities
    • Disagreement from any of the members to reverse the dissolution
    • Any court order
    • Tax obligations remained.
  • Closing an LLC means ceasing all business operations, whereas dissolving an LLC means doing it formally with the state government.
  • In Florida, closing an LLC is the same as dissolving an LLC. That means that closing an LLC takes the exact steps that are needed to dissolve an LLC in Florida. 

Frequently Asked Questions

How do I dissolve an LLC in Florida?

You can dissolve an LLC in Florida by submitting papers and fees, such as Articles of Dissolution, cover letters, filing fees, and more.

How much does it cost to dissolve an LLC in Florida?

It will charge you $25.00 as the filing fee to dissolve your LLC in Florida. There are also mandatory and optional expenses to bear. Contact your state officials to learn the specific rates.

What are the articles of dissolution in Florida?

Articles of dissolution is an official document. It indicates that an LLC is voluntarily dissolving its legal entity. Surely, it’s a must-have paper when trying to dissolve your LLC.

Max Smith - LLC Formation

He is a seasoned entrepreneur and legal expert at LLC Formation Hub. With a stellar track record in both business and law, Max simplifies the complexities of LLCs. His practical insights, featured on LLC Formation Hub, empower entrepreneurs across the USA. Max merges business finesse with legal acuity to guide businesses toward success.


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