How to Dissolve an LLC in Florida

In Florida, the process of dissolution of a Limited Liability Company entails a number of legal and administrative procedures. If you are ceasing your business operation for whatever reason i.e., financial issues, retirement, or seeking other businesses, it is paramount that you follow the right steps so that future issues can be avoided.

This means that if for instance an LLC is simply shut down without applying for a formal dissolution, the members would probably still have to submit annual reports, pay some fees, and do other unnecessary duties all while the company is out of business.

Here’s a detailed guide to enable you and other members to dissolve an LLC in Florida.

Step 1: Review the LLC Operating Agreement

Consider the document called the Articles of Organization. You would also have written this document while forming the LLC. This document would further indicate the particular ways through which the dissolution can take effect. For example:

• The voting process to approve the dissolution.
• Notification requirements for members.
• Allocation of responsibilities for winding up the business.

Contracts that all concerned parties must be aware of are found in the Operating Agreements. In the absence of such agreements, the dissolution language specifically allows for the operation of state law. More specifically, it allows the state law provisions of any applicable limited liability operating or regulatory act to apply automatically.

Step 2: Obtain Member Approval

For an LLC to be legally dissolved in Florida, a vote from its members is necessary. Most of the time, this is through a formal meeting or written approval. To continue:

• Arrange a meeting with every member to explain why the company needs to be dissolved.
• Conduct a formal meeting or get written consent to agree for the company to be dissolved.
• Record the vote or approval in the minutes of the meeting or a resolution. The documents will later prove that the relevant members agreed with the decision.

If members disagree, then engage in mediation or seek legal counsel before continuing.

Step 3: File Articles of Dissolution

To officially dissolve your LLC, you must file Articles of Dissolution with the Florida Department of State, Division of Corporations. By adding this step, you will have legitimately ceased your LLC in Florida. Here’s how to do it:

✅ Download the Form: Simply obtain the Articles of Dissolution from the Florida Department of State online platform.

✅ Complete the Form: Make sure you fill in parts such as:

• The full legal name of the LLC.
• The effective date of dissolution.
• The reason for dissolution (if applicable).

✅ Submit the Form: You can file the completed form online via the state’s online portal or send it to the Division of Corporations by post, ensuring you add the correct mailing address when sending by post.

✅ Pay the Fee: Furthermore, don’t forget to include the filing fee which as of 2024 is $25. Fees vary so it is best to check on the Florida Department of State’s website for the latest fee schedule.

When the dissolution documents have been filed, the appropriate dissolution procedures will be adopted by the state and officially note the LLC as inactive within its records.

Step 4: Notify Creditors and Settle Debts

Before assets can be distributed to the members of the LLC, it is a requirement under Florida law that members of the LLC inform all their creditors regarding the dissolution of the firm as well as liabilities that had not been paid as of that time to the debtors. This stage is very important to prevent the members from being liable in the future. You can do that by doing the following:

✅ Sending Claim Letters: Notify all creditors and stakeholders about the dissolution. Tell them how they can submit claims for payment and the latest date by which claims can be submitted (at least 120 days from the date of the notice).

✅ Review Claims: Evaluate the claims made by the creditors in the notice. If it is appropriate, authorize payment or make a compromise. If a claim is refused, send written notice of the refusal to the creditor.

✅ Settle Debts: If the LLC has outstanding debts and obligations then all of it has to be settled by utilizing the assets of the LLC. If there are not enough assets to satisfy all debts, speak with a qualified creditor who can guide you on what step to take next.

Step 5: Distribute Remaining Assets

After all the debts have been settled all the remaining assets are to be proportionately distributed among the LLC members. This distribution should be done in accordance with the operating agreement or, if none exists, according to each member’s ownership interest. Document the distribution process to maintain transparency and prevent disputes.

Step 6: Cancel Business Licenses and Permits

There are fees attached to licenses that don’t connect to any business. Therefore, the last step is to cancel all business licenses, registrations, and permits that were registered with the LLC which include:

• Business Licenses of the State and local areas.
• Sales Tax Permits.
• And licenses that are professional and applicable in certain industries.

Contact the relevant issuing authorities and confirm the process of canceling licenses as well as any proof that needs to be submitted.

Step 7: Close Business Bank Accounts

A very important step, once the LLC is taken out all the financial accounts of the business need to be canceled since they will not be needed anymore. The method of closing the accounts is simple, just follow the steps mentioned below.

✅ Clear Outstanding Payments: The very first thing you should do is open all of the mail and check what bills and checks have gone unanswered, as well as what payments have been auto-enrolled. Make sure everything is cleared before accounts can be closed.

✅ Withdraw Remaining Funds: If the members’ original agreement states that the remaining funds should be distributed equally among all the members then all remaining amounts will be withdrawn.

✅ Close Credit Repayment Agreements: Declare the closure to the lenders and make sure that no further business credit accounts and lines appear in place.

Step 8: Inform the Internal Revenue Service

An Internal Revenue Service Form must also be filled out for the conclusion of an LLC. How this is done is as mentioned below:

✅ File the Final Tax Return: Mark the tax return as “Final Return” to indicate that it’s the last filing for the LLC.

✅ Cancel the Employer Identification Number: In case, the LLC had an Employer Identification Number, it is possible to request the IRS cancellation of this EIN through a letter. Include the LLC’s legal name, EIN, and a statement that the LLC is no longer in business.

✅ Pay Any Remaining Taxes: Settle any outstanding federal, state, or local taxes to avoid future penalties.

Step 9: Keep Records

After the official dissolution of your LLC, it’s necessary to still keep the duplicates of the following documents:

• Articles of Dissolution
• Meeting minutes and member resolutions
• Notices to creditors
• Tax filings
• Final bank statements and asset distribution records

As stated by the Florida statute, records must be retained for several years in case there arises a dispute, there is an audit or questions need to be addressed by creditors or tax authorities.

Conclusion

Dissolving an LLC in Florida legally and financially involves legally complying with a lot of obligations, therefore dissolving an LLC in Florida is an intricate process. However, by adhering to the steps provided above, the dissolution procedure can be rendered smooth and conformant while minimizing the members’ future obligations.

If you wish to dissolve your LLC but looking for assistance, we, at EasyFiling are knowledgeable and able to assist you in the process from start until completion. There is a lot to cover and our team is qualified and is able to make sure your business’s closure goes smoothly.

Book a free consultation today with Easyfiling to dissolve an LLC in Florida.

Frequently Asked Questions (FAQs)

1. How long does it take to dissolve an LLC in Florida?

The length of time required depends upon several certain submitting criteria but typically it takes around 2 to 4 weeks when submitted via mail and many times less if submitted over the internet. Peak periods may lead to scheduled timings and performance delays.

2. What happens if I don’t dissolve my LLC properly?

There are many constraints on the file business status which apart from other eligibility requirements limit the options of filing annual reports agreeing to make required filings making it difficult for the business and preventing them from filing taxes. Moreover, Members may run into lawsuits and other legal troubles in the future.

3. Do I need to notify all creditors of the dissolution?

Yes, Florida law requires LLCs to notify creditors and settle any outstanding debts before distributing remaining assets to members. Failure to do so could result in personal liability for members.

4. Can I dissolve my LLC if there are outstanding debts?

However, make sure that all of the outstanding debts have been cleared or arrangements with the creditor have been made. In case there is there are assets greater than the liabilities this is where we need to take a lawyer’s advice.

5. Is there a fee to file Articles of Dissolution in Florida?

The answer is no, there is a filing fee, and the fee is $25 as such in 2024, however, do speak with the official state’s website so that you are sure of the fee rather than guessing it.