How to Dissolve an LLC in Florida
Q: How do I dissolve an LLC in Florida?
A: To dissolve your Florida LLC, obtain member approval under your operating agreement or Fla. Stat. § 605.0701, wind up all business affairs by collecting assets and paying liabilities, distribute remaining property to members, and file Articles of Dissolution with the Florida Division of Corporations. The filing fee is $25.00. You must file a final federal tax return with the IRS. Florida does not require a state tax clearance certificate.
Step-by-Step Process
1. Approve Dissolution
Obtain member approval under your operating agreement or under Fla. Stat. § 605.0701. This approval is mandatory before proceeding with any dissolution steps.
2. Wind Up Affairs
Collect all LLC assets, pay known liabilities, and reserve funds for contingent claims. Notify creditors of the dissolution. Distribute remaining property to members according to your operating agreement and Fla. Stat. § 605.0807.
3. File Articles of Dissolution
Submit Articles of Dissolution to the Florida Division of Corporations. File online at https://dos.fl.gov/sunbiz/ or by mail to P.O. Box 6327, Tallahassee, FL 32314. The filing fee is $25.00. Online filing is recommended for faster processing.
4. File Final Tax Return
File a final federal income tax return with the IRS. Florida does not require a state tax clearance certificate for LLC dissolution. Consult a tax professional regarding any outstanding state or federal obligations.
Key Points
No State Tax Clearance Required
Unlike some states, Florida does not require a tax clearance certificate from the Department of Revenue before or after filing Articles of Dissolution.
Member Liability
Members remain liable for LLC debts and obligations until all liabilities are paid or adequately reserved. Ensure all known creditors are notified during wind-up.
Operating Agreement Controls
Your operating agreement may specify the dissolution process and asset distribution method. Follow those provisions if they exist.
Contact Information
Florida Division of Corporations
Phone: (850) 245-6052
Website: https://dos.fl.gov/sunbiz/
Mailing Address: P.O. Box 6327, Tallahassee, FL 32314
Courier Address: 2661 Executive Center Circle, Tallahassee, FL 32301
Verify Your LLC Status
Search your LLC's current status before filing: https://search.sunbiz.org/Inquiry/CorporationSearch/ByName
Statutory Authority
Dissolution is governed by Fla. Stat. §§ 605.0701–605.0809.
This is general information, not legal advice.