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.

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.

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.

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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.

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References

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