Dissolving an LLC in Florida

By Joseph Scrofano

State laws govern the creation, operation and dissolution of limited liability companies (LLCs). In Florida, all LLC members (or owners) must sign a legal document and file it with the Florida Department of State, Division of Corporations, to dissolve an LLC. Accordingly, all members should be in agreement to dissolve the LLC. LLCs should typically be dissolved only after the members have wound up all business matters including debts, taxes and lawsuits.

State laws govern the creation, operation and dissolution of limited liability companies (LLCs). In Florida, all LLC members (or owners) must sign a legal document and file it with the Florida Department of State, Division of Corporations, to dissolve an LLC. Accordingly, all members should be in agreement to dissolve the LLC. LLCs should typically be dissolved only after the members have wound up all business matters including debts, taxes and lawsuits.

Department of State

The Florida Department of State, Division of Corporations enforces Florida laws regarding business entities, including LLCs. Section 608.445 sets out the requirements for LLC members to dissolve an LLC. Members must meet the requirements of this statute to legally dissolve the LLC.

Ready to start your LLC? Start an LLC Online Now

Reasons to Dissolve

Florida law permits LLCs to dissolve in five scenarios. First, the members may have stated in the LLC’s articles of organization or operating agreement that the LLC would dissolve by a certain date. Second, an LLC may be dissolved if an event stated in the operating agreement occurs, and that event is specified to trigger dissolution. Third, all members may voluntarily consent to dissolution. Fourth, a court may require the dissolution of an LLC. Finally, if the LLC has no remaining members -- through the death, resignation, retirement, bankruptcy, expulsion or dissolution of all members -- then it may be dissolved unless a legal representative or representatives of its former members agree to continue the LLC.

Articles of Dissolution

Once the members have a basis under Florida law to dissolve the LLC, they must file Articles of Dissolution with the Florida Department of State, Division of Corporations. The members must type or print the information in the Articles of Dissolution in a manner that is legible. The members can set a date in the future for the dissolution to go into effect. However, this date must be 90 days or less from the date of the filing. The members must include the LLC’s name, date of dissolution and reason for dissolution in the Articles of Dissolution. The members must also state that the debts and obligations of the LLC have been either discharged or paid. In addition, the members must declare that they have distributed any remaining assets among themselves. Finally, the members must attest that no lawsuits exist against the LLC in any court and that they have satisfied any court order entered against the LLC.

Filing Fee

As of 2010, the members must include a $25 filing fee with the Articles of Dissolution. This fee must be by check made out to the Florida Department of State. The Department of State also requires that the members include a cover letter with a valid telephone number and address. They have the option to pay $30 for a certified copy of the Articles of Dissolution or $5 for a Certificate of Status. Once the Articles of Dissolution are properly filed, the Department of State will send a letter of acknowledgment to the address in the cover letter.

Ready to start your LLC? Start an LLC Online Now
How to Dissolve an LLC in North Carolina

References

Related articles

Maryland's LLC Dissolution Law

By properly dissolving your limited liability company, you can ensure that creditors and state agencies are notified and your finances and professional reputation are protected. An LLC is a common business structure that combines the management flexibility of a partnership with the limited liability of a corporation. The operating agreement or articles of organization may provide when and how the LLC may be dissolved and how you should distribute its assets. Maryland law regulates how LLCs are dissolved if not spelled out in the operating agreement.

How Do I Dissolve an LLC?

It is easier to form an LLC than to dissolve one, except when an LLC automatically dissolves because it was formed for a limited duration. Nevertheless, it is important to go through the process of dissolving your LLC rather than simply ceasing operations because the LLC may be subject to continuing tax and legal obligations even if it no longer operates.

How to Dissolve an LLC in Delaware

A Delaware limited liability company, or LLC, that wishes to close down and dissolve its registration with the state should refer to the Delaware Limited Liability Company Act's section on dissolution. The law authorizes an LLC to wind up its affairs upon the vote of two-thirds of the membership by distributing the LLC's assets and filing a certificate of cancellation -- sometimes called articles of dissolution -- with the state. The website of the Delaware Division of Corporations contains all of the instructions and downloadable PDF forms to make the task of filing the certificate accessible to anyone with an Internet connection and a printer.

LLCs, Corporations, Patents, Attorney Help

Related articles

How to Create an LLC in Florida

Florida passed its current limited-liability statutes in 1999, and since that time small-business owners in the state ...

How to Dissolve an LLC in Nevada

A limited liability company, or LLC, is an independent legal entity that will continue to exist, regardless of the ...

Forming an LLC in Florida

Forming an LLC in Florida requires filing a document called articles of organization with the Florida Department of ...

New Jersey Statutes Limited Liability Company Act

New Jersey permits business owners to form limited liability companies, or LLCs, and any substantive legal issues ...

Browse by category