How to Dissolve (Close) an LLC in Florida

If you have a limited liability company (LLC) in Florida, you may need to shut down the business at some point. On the other hand, maybe you’ve started another company or decided to relocate to another state — whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face penalties down the line. But, lucky for you, this handy guide explains how to dissolve an LLC in Florida.

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, Florida law requires you to gain consent of all members. Once you do so, you’ll need to draft a resolution to dissolve the LLC. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

If you owe money to any creditors, you’ll need to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In Florida, your notice must provide a mailing address for claims and a deadline of at least four months from the effective date of the notice.

In Florida, you can only give notice to creditors after you’ve officially dissolved. But the good news is that Florida allows you to file a Notice of LLC Dissolution alongside your Articles of Dissolution, which fulfills this requirement. See Section 7 for more details.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with Florida

In Florida, the Division of Corporations processes dissolutions. To start, go to their site to Dissolve or Withdraw a Business. 

You’ll see that next to “Articles of Dissolution for LLC,” there are options to either download and mail the document or file it online.

In both cases, the filing fee is $25.

Read on to see which option is better for you.

Mail Filing

In the PDF link, you’ll find a variety of documents. But first, fill out the Cover Letter. This tells the Division of Corporations where to send your documents once filed.

On the next page, fill out the Articles of Dissolution.

As a nice bonus, the documents include a Notice of Limited Liability Company Dissolution form that you can file for free with your Articles of Dissolution. This will serve as a general public notice to inform any creditors, as required by the state. 

The notice is free if you file it with your Articles of Dissolution but $25 if filed on its own, so we recommend you file these two forms together.

Include a $25 check or money order payable to the Florida Department of State, and mail your documents to: 

Division of Corporations

PO Box 6327
Tallahassee, FL 32314

Be aware that Florida does NOT accept physical deliveries— if you choose to fill out and print these documents, you must mail them to the Division of Corporations.

Online Filing

To file online, go to the Division of Corporations’ E-File page for Articles of Dissolution for an LLC.

Enter your business’s document number and click “Start Dissolution Filing.” If you don’t remember your document number, you can search for it here.

Fill out the form and sign it at the bottom. Click “Continue.”

Confirm your information is correct on the next page, and click “Continue” again.

On this page, select pay by credit card or Sunbiz E-file account.

Finally, submit payment and complete your filing.

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.