Forming and dissolving your LLC must follow a process based on state laws, so if you need to know how to dissolve an LLC in Florida, this post will list down everything your LLC should fulfill to formally "close" your business entity.
Florida LLC Voluntary vs. Involuntary Dissolution
Dissolution of Florida LLC may happen either voluntarily or involuntarily.
To voluntarily dissolve an LLC, a majority of the LLC members must vote for dissolution. You (other members of your LLC, or a third-party Florida Registered Agent) file articles of dissolution, documents, and taxes on your own accord.
Voluntary dissolution is WAY cheaper since you are able to settle all dues upfront and not be surprised by significant penalties or claims from third-party companies. Some states accept only online submissions as explained in our 'how to end your LLC in Colorado' post and after learning how to end your LLC in PA, you'll be surprised to realize Pennsylvania doesn't require you to publish or notify creditors about the dissolution.
The members of an LLC did not initiate the dissolution. Instead, judicial dissolution happens usually after someone sues the LLC and the court renders an LLC dissolved.
The state of Florida may also dissolve your LLC involuntarily (via a process called administrative dissolution) usually if your LLC fails to pay annual fees or maintain a registered agent.
5 Steps to Dissolve a Florida LLC
If you've done an LLC dissolution in another state before, it most likely follows a similar process but with a different amount of filing fee and the days before termination. This here is a dedicated post on how to dissolve your LLC in general. And if you are here to set up a business, check out the best LLC forming services out there.
Follow this 5-step process of dissolving your Florida limited liability company.
1. Provide Notice to All Claimants
Claimants may refer to any individual or business which may file a lawsuit or may make claims against your LLC.
The State of Florida requires LLCs to include a description of the dissolution, terms of the claim, how/where they should mail the claim to the dissolved LLC. The notice should also include a deadline (usually below 120 days) wherein the claim can be accepted. On the other hand, you can find out more about dissolving an LLC in Delaware, dissolving an LLC in Nevada, or Missouri LLC dissolution, for instance. However, Texas LLC dissolution is another matter as the state doesn't have a specific LLC Act.
In cases when the LLC members do not know the claimants, the best way to notify potential creditors is by publishing a notice of your LLC's dissolution. Does dissolving an LLC in Georgia, or Ohio, described here, offer the same possibility?
2. Pay Your Creditors and Distribute Remaining Assets
A majority of the LLC's members should have voted to dissolve the business entity. When this has been decided, some or all of the LLC's assets must be used to clear off the company's debts to any creditors, suppliers, and other third-party companies.
Once all dues to creditors and claims have been paid from the LLC's assets, you can now distribute the final assets and funds to the members of your Florida LLC.
In most cases, the operating agreement will indicate how assets will be distributed among members after their Florida LLC dissolution. Check out if this is the case with dissolving an LLC in Kentucky.
3. Winding Up
Winding up is the term used to group all the tasks an LLC must finalize before completely being dissolved. These include disposing of LLC property, paying creditors, discharging liabilities, and other similar tasks.
Winding up is usually the most time-consuming stage of closing down the business, but it is a necessary step because doing so avoids possible lawsuits.
4. File Tax Returns
As a business entity, dissolving LLCs are obligated to file their taxes at the Florida State government. The law dictates that before you can dissolve a Florida LLC, you must pay various tax accounts, such as:
- sales and use tax (if you're selling taxable goods/services)
- Florida re-employment tax (if you had employees)
When you dissolve a Florida LLC, filing a final return also closes the specific tax accounts.
For businesses responsible for additional tax types, more paperwork may be required.
One good news is that Florida does not require that you obtain tax clearance before dissolving your LLC business.
5. File Articles of Dissolution of a Limited Liability Company
What do the Articles of Dissolution mean?
The Articles of Organization was one of the most important documents filed when you form an LLC. It lists down the members of your LLC, division of assets, operating agreement, and other information relevant to the forming of your limited liability corporation.
But now that you wish to dissolve your LLC, the document you must use is the Articles of Dissolution, which ultimately ends the existence of your business entity.
LLCs must file Articles of Dissolution (and a cover letter) at the Florida Department of State, Division of Corporations. It should include the following:
- your LLC’s name
- the effective date of dissolution
- reasons why the LLC led to the dissolution
- Written consent of a majority of LLC members
- a statement that all LLC debts, financial obligations, and liabilities are paid
When the Florida LLC dissolution is complete, a certificate will be issued by the DOC. This document is an official letter acknowledging your Florida LLC dissolution and date of dissolution.
3 Ways to File LLC Dissolution
The articles of dissolution can be filed in two ways:
If there is nobody to submit the Articles of Dissolution in person, most people file their LLC dissolution online. This platform is officially managed by the Florida Department of State, Division of Corporations.
Note that you will need your LLC document filing number to be able to file your dissolution online. If you don't know this number, you can find this number by performing a business search for the entity.
Online filing accepts credit card payments, debit cards of Sunbiz E-File Account.
Download this form and fill it out. You can mail your form and filing fee to:
- Registration Section
- Division of Corporations
- P.O. Box 6327
- Tallahassee, FL 32314
If you have the time to skip online filing or submission by mail, you or a registered agent can bring your document and payment directly to the Clifton Building (2661 Executive Center Circle, Tallahassee, FL 32301).
This method is ideal if you're in a hurry to file. Expedited service is available the same day if requested in person by 4:30 pm, at no additional charge.
If you're submitting your form by mail or drop-off, you can pay in the form of checks made payable to the Florida Department of State.
How Much Does it Cost to Dissolve an LLC in Florida?
To dissolve a Florida LLC, you need to pay a filing fee of $25. Additionally, you can find out how much a Wisconsin LLC dissolution would cost.
If you need a certified copy of your Florida LLC dissolution, you can get one for an additional $30 fee.
If you need legal advice, you can also hire a professional service provider to file your LLC's Articles of Dissolution on behalf of your business entity. Do note that this could cost anywhere from $100 to $500, depending on what services are included.
Paper filings are processed in about one week, while digital filings could be processed within 2 to 3 days. After 120 days from the effective date of LLC dissolution, your business name will be made available for others.
A letter of acknowledgment will be mailed to the LLC representative after formally being dissolved, or digitally made available from the website if you want to print a copy.
If you feel that the steps to dissolve a Florida LLC seems a LOT of trouble, know that closing an LLC incorrectly may cause you more problems than you can imagine. Doing it voluntarily ensures you can work on each step more carefully and completely.