How to Close a Corporation in Florida

By Bryan Driscoll, J.D.

How to Close a Corporation in Florida

By Bryan Driscoll, J.D.

Closing a corporation in Florida requires actively shutting down the business. You can't simply walk away from it. If you take that approach, you could be subject to fines and penalties from the state. Just like you had to actively participate in creating your corporation, you must also actively take part in the closing of your business.

Business woman talking to a group of coworkers

While you can complete this process of dissolution on your own, it's important that you follow these steps to make sure you are doing everything required by Florida.

Dissolving a Florida Corporation

Starting a business is exciting. You want to see what lies ahead. But sometimes it just doesn't work out. When you realize it's time to dissolve your Florida corporation, it's important that you follow certain steps to make sure you're doing it correctly.

1. Determine your path of dissolution.

If you have issued no shares of stock or you're not yet conducting business, you can dissolve your corporation faster. However, if you've already issued shares of stock, you will need to receive a majority vote of your shareholders regarding dissolution.

2. Hold a shareholder meeting.

You must notify each shareholder about the meeting and give them the opportunity to attend and vote on the matter. Assuming they all agree and vote to dissolve, you can move forward.

3. File your articles of dissolution.

Florida allows you to file online. You will need to provide details about your company, including when it was first formed, if any stocks were issued, if you actually ever conducted business, and if you did in fact receive the proper majority vote to dissolve. The state will also require you to provide a date for dissolution, which cannot be more than 90 days after you file the form. Once completed, you will receive an electronic copy for your records. Keep it with your other books and records.

4. Prepare a notice of corporate dissolution.

You can also find this form online. Filing it is not mandatory in the state of Florida, but it will help you notify any potential creditors regarding your entity's dissolution. It can also allow them to contact you immediately for repayment of outstanding debts.

5. File your paperwork.

Florida allows you to file online but you may mail all of your completed forms and paperwork instead. The state will also require you to provide a check as payment for processing your corporate dissolution. Once processed, the Department of State will provide you with copies of your forms and a letter stating your company has been dissolved and the effective date that it will take effect. As with all the documents you filed to form your Florida corporation, keep these documents some place safe.

Regardless of your reason to dissolve your business, following these steps is important. Not properly dissolving your Florida corporation could lead to hefty fines and penalties from the state as well as claims from potential creditors. Following this guide will help to ensure you avoid those unexpected and costly mistakes.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.

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