How to Dissolve an LLC in Florida: A Complete Guide

Closing a business in Florida doesn’t have to be complicated. When it’s time to shut down your limited liability company, knowing the right steps can save you time, money, and headaches.

To dissolve an LLC in Florida, you’ll need to get approval from members, file Articles of Dissolution with the Florida Division of Corporations, notify creditors, settle debts, distribute remaining assets, and file final tax returns.

You can handle the process online through the Florida Division of Corporations website or by mail if you prefer paper. Before you start, make sure your LLC is in good standing and all annual reports and fees are current.

Taking the time to dissolve your LLC properly protects you from future liability. It also helps you make a clean break from your business obligations.

Key Takeaways

• You’ll need member approval and must file Articles of Dissolution with Florida’s Division of Corporations.
• Notify creditors and settle all business debts before distributing any remaining assets to LLC members.
• File final tax returns and formally close all business operations to finish dissolving your LLC.

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Florida LLC Dissolution Requirements

Dissolving a Florida LLC means following specific legal steps and your own business protocols. These help you shut down the business properly and protect members from future headaches.

State Law Requirements

Florida law spells out how to dissolve an LLC. Start by filing Articles of Dissolution with the Florida Division of Corporations to officially announce your intent to close the business.

The Articles of Dissolution need to include:

• The LLC’s name
• Date of filing of Articles of Organization
• Effective date of dissolution
• Reason for dissolution
• Signature of an authorized representative

Florida requires you to settle all outstanding tax obligations before dissolving your LLC. That means filing your final tax returns and paying off any sales taxes, unemployment taxes, or other state tax bills.

Before you distribute assets to members, you’ll need to settle all debts and obligations. Creditors must get paid before owners receive anything.

Operating Agreement Provisions

Your LLC’s operating agreement might have its own rules for dissolving the company. Follow these requirements along with state law.

Many operating agreements lay out:

• How many votes are needed to approve dissolution
• Notice requirements for members
• How assets should be split up
• Timeline for winding down operations
• Who’s responsible for managing the dissolution

If your agreement and state law don’t match up, the stricter rule usually wins. Review your agreement before you start the process.

Some agreements name specific people to handle the dissolution. These folks have authority to sign documents and manage the process for the LLC.

Operating agreements might also spell out events that cause automatic dissolution, like the death of a member or finishing a particular project.

Member Consent

You’ll need proper member approval to legally dissolve a Florida LLC. Most LLCs require a majority vote, but your agreement could set a higher bar.

The consent process usually looks like this:

• Send formal meeting notice to all members
• Discuss reasons for dissolution
• Hold an official vote and record the results
• Get a written resolution signed by the approving members

For single-member LLCs, the sole owner still needs to document the decision. This creates a paper trail for tax and legal reasons.

Keep records of the consent—meeting minutes or written forms are best. You might need these if disputes come up or creditors challenge the dissolution.

Members should also agree on how to split up any remaining assets after paying creditors. It’s best to work this out before filing anything official.

Dissolution Filing Process

Dissolving a Florida LLC means filling out paperwork and following a few steps with the state. You’ll need to prepare official documents, send them to the right place, and pay the required fees.

Completing Articles of Dissolution

To dissolve your LLC, fill out the Articles of Dissolution form. This officially ends your business in Florida’s records.

The form asks for key info about your company, including:

• The LLC’s name (exactly as it appears on state records)
• State-assigned document number
• Date you filed your original Articles of Organization
• Effective date for the dissolution (now or later)
• Reason for dissolving

You’ll need to state whether your LLC has debts or liabilities. If it does, explain how you’ll handle them.

All required members or managers need to sign the form. Their signatures confirm you followed the right approval process.

Filing With the Florida Department of State

Once you’ve completed the Articles of Dissolution, send them to the Florida Department of State’s Division of Corporations. You can do this online or by mail.

Online Filing: E-file your LLC dissolution through the Sunbiz website. It’s quick and lets you:

1. Enter your business’s document number
2. Fill out the online form
3. Pay fees online
4. Get confirmation fast

Mail Filing: Prefer paper? Download the Articles of Dissolution PDF form and mail it to the listed address.

Online filings usually take 3-5 business days. Mail filings can take 1-2 weeks, sometimes longer if the state’s busy.

Paying Applicable Fees

The state charges a fee to process your LLC dissolution. As of April 2025, it’s $25 for the Articles of Dissolution.

You can also pay for extra services:

Service Type	Fee	Processing Time
Standard Processing	$25	3-5 business days (online)
Certified Copy	$30 (additional)	Provided after processing
Certificate of Status	$5 (additional)	Provided after processing

For online filings, you can use a credit card or electronic check. If you’re mailing your form, include a check or money order payable to “Florida Department of State.”

Hang onto your payment confirmation and any receipts. They’re proof you filed until you get the official dissolution notice from the state.

Post-Dissolution Obligations

Even after you dissolve your LLC, you still have some things to wrap up. These final steps help you close out your business affairs and shield yourself from future problems.

Notifying Creditors and Stakeholders

Florida law says you need to notify known creditors that you’ve dissolved your LLC. Send formal written notices that include:

• The LLC’s name and dissolution date
• Mailing address for claims
• Deadlines for claims (usually 120 days after notice)
• Info about claim rejection

Let your customers, vendors, business partners, and others know about the dissolution too. It avoids confusion and keeps your reputation intact.

If you can’t identify all creditors, you might need to publish a notice in a local newspaper. Save copies of every notice you send or publish—just in case.

Hang onto important business records for a few years after dissolution. Three to seven years is typical, depending on the document.

Settling Debts and Obligations

Before you split up remaining assets, pay off all outstanding debts and obligations. This is part of the winding up process Florida requires.

Make a list of all:

• Outstanding loans and credit lines
• Unpaid vendor bills
• Customer refunds or prepayments
• Federal, state, and local tax obligations
• Employee payments and benefits

Pay debts in the right order—secured creditors come first. If you can’t pay everyone, talk to a business attorney about what to do next. Mishandling this can lead to personal liability.

Keep good records of every payment you make. It’s your best protection against future claims.

Distributing Remaining Assets

Once you’ve paid off all debts, distribute what’s left to LLC members as your Operating Agreement or Florida law dictates. The formal process requires you to do this properly.

Usually, you’ll:

1. Return capital contributions to members
2. Split up remaining profits based on membership percentages

Document everything, including:

• Full inventory of assets
• Fair market value of each asset
• How much each member gets
• Signed receipts from members acknowledging what they received

Think about tax implications. Members might need to report distributions on their tax returns.

For tricky assets like real estate or intellectual property, get help from professionals to transfer ownership. It’ll help you avoid future disputes or claims.

Tax Considerations and Final Steps

Don’t forget tax closure and final admin tasks—they’re key to making a clean break from your business.

Closing State and Federal Tax Accounts

File your final tax returns at both the state and federal levels. Let the IRS know it’s your last return, and file Form 966 if your LLC is taxed as a corporation.

For Florida taxes, submit final returns for sales tax, reemployment tax, and corporate income tax if needed.

Pay any outstanding tax balances. The Florida Department of Revenue won’t consider your business closed until you do.

Request a tax clearance certificate if required. Some states want proof that you paid all your taxes before they’ll let you go.

Withdrawing Business Licenses and Permits

Reach out to every issuing authority to cancel your business licenses and permits. That means local, county, and state agencies—anyone who handed you an operating permit for your LLC.

If your LLC held professional licenses, let the Florida Department of Business and Professional Regulation know. You’ll need to send in the right termination forms, or you might get stuck with renewal notices or even penalties.

Don’t forget about specialized permits tied to your industry, like health permits, liquor licenses, or maybe environmental permits. Each authority seems to have its own way of handling cancellations, so double-check their process.

If an agency asks for the physical license certificate back, make sure you return the original document. Some folks really want those back as part of closing things out.

Hang on to all your records of canceled licenses and permits for at least three years after you dissolve the business. You never know when someone might have questions down the line.

Seeking Help

Dissolving an LLC in Florida isn’t always straightforward. Many folks find that getting professional help saves time and keeps headaches at bay.

Attorney Services:

• Attorneys walk you through the dissolution process.
• They help prepare and file Articles of Dissolution.
• They’ll also help you sort out any lingering business obligations.

Online Legal Services:

Companies like Bizee or Rocket Lawyer step in as a budget-friendly alternative to hiring a traditional attorney. They’ll offer templates and some pretty decent guidance for dissolving Florida LLCs.

Accountants and Tax Professionals:

Tax pros make sure you handle all your tax stuff the right way during dissolution. They file those final returns and help you think through any tax curveballs.

Business Consultants:

Consultants can run the show, acting as project managers for the whole process. They coordinate with lawyers, accountants, and take care of the paperwork, which honestly can be a relief.

DIY With Support:

Some business owners want to tackle most of it themselves but still reach out for help with tricky parts. Online resources like step-by-step guides can make a big difference.

The Florida Division of Corporations website gives you official forms and info you’ll need to properly dissolve your LLC.

Choosing the right kind of help depends on how complicated your LLC’s situation is—and how comfortable you feel dealing with legal red tape.