How to Dissolve an LLC in Florida

dissolve an LLC

Dissolving a business often involves complex procedures. However, for a limited liability company in Florida, dissolving it takes a handful of paperwork. When an LLC is formed in Florida, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in Florida. LLCs must file the Articles of Dissolution with the Florida Secretary of State, just as the formation certificate was filed at the time of forming an LLC in Florida. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: Florida LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of a Florida LLC requires three broad procedural steps. Having a Florida LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the Florida Secretary of State.

1 Follow the LLC Operating Agreement in Florida 2 Close All Tax Accounts 3 File Articles of Dissolution

Step 1Follow the LLC Operating Agreement in Florida

operating agreement

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in Florida.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. A Registered Agent in Florida will guide you with everything you need to close your limited liability company. While choosing a registered agent, make sure they have a physical street address in the state. A professional service provider, like LegalZoom, helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in Florida that we strongly recommend for you.

LLC Service Our Rating & Pricing Top Features Learn More

#1 Top Pick

$0 + State Fees

1-day rush filing (add-on)
Attorney help (legal plan)
Established reputation

Start My LLC

$39 + State Fees

Free RA service for a year
Customised LLC Package
Transparent pricing

Get Started

Step 2Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC's duration and make a list of them. Read more on Florida’s classification of LLC tax to learn more about how LLCs are taxed.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods, then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close its accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the Florida LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs that have registered themselves as corporations should check IRS Form 1120.

Step 3File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like the Florida Articles of Organization, one has to file the Florida LLC Articles of Dissolution. The dissolution procedure and filing the articles of dissolution form are very easy and are discussed below.

articles of organization

First of all, the LLC owner(s) have to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop-off, or online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the Florida Secretary of State's physical office along with the state filing fee.
If you want to dissolve a Florida Foreign LLC, then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	E-file Articles of Dissolution
Offline Applications	Articles of Dissolution (PDF)
SOS Contact (if offline application is available)	New Filing Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314
Filing Time	7 working days for offline filing and 2-3 working days for online filing
Filing Fee	$25.00

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it's his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in Florida

Apart from these three steps, no major dissolution rules exist in Florida. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of an LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish it.
Settle all the existing disputes of the LLC.
Transfer all the property of the LLC to the names of the partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnership.

Cost of Dissolving an LLC

LLC costs in Florida include the formation as well as dissolution fees. To dissolve an LLC in Florida, LLCs have to file an Article of Dissolution. The filing fee is $25.00. The details are mentioned in the articles of dissolution filing form. The following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction that the state will make.

After Dissolving Your LLC

After you dissolve an LLC in Florida, you can reinstate or revive the same within a given time. In Florida, the LLC name will be available up to 1 year. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in Florida if that is available. According to the Florida SOS, you can revive your LLC anytime, as there is no time limit for reinstatement. But after a year, the name will be gone, so you need to file an amendment document..

Reasons Behind Dissolving an LLC in Florida

People always think they can leave the company without any notice, and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone dissolves an LLC in Florida, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary, too. Let’s get to know about the involuntary reasons,

If the company were caught doing illegal business.
If the company’s member died for any reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time of the company's dissolution was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in Florida

With a population of 22,359,251, Florida is one of the favorable places to start an LLC. According to several reports, starting an LLC for Food and restaurants can be profitable, as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you're going to start your LLC, you can decide the type of business to start. The following are the top 5 businesses you can start in Florida.

Food and restaurants
Real Estate Business
Microbreweries
Nail Salons
Grocery Stores

Florida LLC Dissolution Review - A Quick Recap

Here's a recap of the steps you must follow when dissolving your Florida LLC. Click on the steps in this list if you want to read the full details.

Follow Your Florida LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Articles of Dissolution: File the articles of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve an LLC in Florida?

To dissolve an LLC in Florida, you must file articles of dissolution with the Florida Secretary of State.

What is required to dissolve an LLC in Florida?

In Florida, you must have a majority vote of the LLC members to approve the dissolution.

Do I need to notify the IRS when dissolving an LLC in Florida?

Yes, you must notify the IRS by filing Form 966 when dissolving an LLC in Florida.

Is there a fee to dissolve an LLC in Florida?

Yes, there is a filing fee to dissolve an LLC in Florida, which is currently $25.

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

The process of dissolving an LLC in Florida can take several weeks to complete.

Can I reinstate a dissolved LLC in Florida?

Yes, you can reinstate a dissolved LLC in Florida by filing a reinstatement form and paying the required fees.

What happens to the assets of a dissolved LLC in Florida?

After paying off any outstanding debts and liabilities, the remaining assets of a dissolved LLC in Florida are distributed to the members.

Do I need to notify creditors when dissolving an LLC in Florida?

Yes, you must notify creditors of the LLC's dissolution in Florida to allow them to make any claims against the assets.

Can I dissolve an LLC in Florida if it is not in good standing?

Yes, you can still dissolve an LLC in Florida even if it is not in good standing, but you will need to bring it up to date first.

What is the process for dissolving a foreign LLC in Florida?

To dissolve a foreign LLC in Florida, you must follow the same steps as for a domestic LLC and file a certificate of withdrawal.

Do I need to file a final tax return for an LLC dissolved in Florida?

Yes, you must file a final tax return for the LLC in Florida and ensure all taxes are paid before dissolution is complete.

Can I dissolve an LLC in Florida that has outstanding lawsuits?

Yes, you can dissolve an LLC in Florida with outstanding lawsuits, but you may need to settle the legal matters before the dissolution is finalized.

What should I do with my EIN when dissolving an LLC in Florida?

You should notify the IRS of the LLC's dissolution and close its EIN account to avoid any tax-related issues.

Can I dissolve an LLC in Florida if it has business licenses and permits?

Yes, you can dissolve an LLC in Florida with active business licenses and permits, but you may need to cancel them separately.

Can I dissolve an LLC in Florida that has outstanding debts?

Yes, you can dissolve an LLC in Florida with outstanding debts, but you must settle them before distribution of assets to members.

What is a certificate of dissolution in Florida?

A certificate of dissolution is a legal document that confirms the official dissolution of the LLC in Florida.

Do I need to notify the Department of Revenue when dissolving an LLC in Florida?

Yes, you must notify the Florida Department of Revenue of the LLC's dissolution to ensure all tax obligations are met.

Can I dissolve an LLC in Florida if it is still active and profitable?

Yes, you can dissolve an active and profitable LLC in Florida if the members agree to terminate the business.

What is the process for notifying employees of an LLC dissolution in Florida?

You must notify all employees of the LLC's dissolution in Florida and provide information about any termination benefits.

Are there any penalties for failing to properly dissolve an LLC in Florida?

Failing to properly dissolve an LLC in Florida can result in penalties, such as additional fees or legal liabilities for members.

Can I transfer the LLC name to another entity before dissolving in Florida?

No, you cannot transfer the LLC name to another entity before dissolving it in Florida as the name will no longer be valid.

Do I need to publish a notice of LLC dissolution in Florida?

No, you do not need to publish a notice of LLC dissolution in Florida, but you must notify all relevant parties.

Can I dissolve an LLC in Florida without a lawyer?

Yes, you can dissolve an LLC in Florida without a lawyer, but seeking legal advice can help ensure the process is done correctly.

What legal documents are needed to dissolve an LLC in Florida?

To dissolve an LLC in Florida, you will need to file articles of dissolution with the Secretary of State and comply with all state requirements.

Can I dissolve a single-member LLC in Florida?

Yes, you can dissolve a single-member LLC in Florida by following the same procedures as for multi-member LLCs.

What is the difference between administrative dissolution and voluntary dissolution in Florida?

Administrative dissolution is imposed by the state for failure to meet statutory requirements, while voluntary dissolution is initiated by the members of the LLC in Florida.

Can I withdraw my LLC filing if I change my mind about dissolution in Florida?

Yes, you can withdraw the LLC dissolution filing in Florida if you change your mind before the process is finalized.

Do I need to sell all business assets before dissolving an LLC in Florida?

It is not necessary to sell all business assets before dissolving an LLC in Florida, but you must settle any outstanding debts with assets.

Can I dissolve an LLC in Florida as a result of member disagreement?

Yes, if the members of the LLC in Florida cannot agree on operating decisions, they can choose to dissolve the business as a resolution.

What happens if I fail to dissolve my LLC properly in Florida?

Failing to properly dissolve an LLC in Florida can result in the company still being liable for taxes and annual reporting requirements, even if it is no longer operating.

In Conclusion

Dissolving a business is not an easy task, as a lot of homework is involved in the process. The official process might have only a few steps; however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then LegalZoom is your answer.

Limited liability companies reduce owners' personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.

How to Dissolve an LLC in Florida – LLC Cancellation 2026

On this page