How To Close An LLC In Florida 2024? Detailed Answers

When you file Florida LLC articles and create your Florida LLC operating agreement, the last thing you’re thinking about is dissolution. But life happens, and you may end up needing to dissolve an LLC in Florida to move forward with your career.

But you can’t just file articles of dissolution and hope for the best. To officially dissolve an LLC, there are a few additional steps you’ll need to take. 

We cover those throughout this article to help you figure out exactly how to dissolve your Florida LLC and its operating agreement without running into trouble down the road. Keep reading to learn more.

Read More: Best Registered Agent Services 2024

When Do I Need to Dissolve An LLC?

You may want to dissolve an LLC if you no longer conduct business through it and don’t want to continue paying fees for annual reports for your business name. It’s also possible for the dissolution of your Florida LLC to be started by the state.

For example, your Florida LLC could administratively dissolve if it fails to pay its filing fees or maintain a valid mailing address by the effective date on the articles you filed to start the company and claim the business name.

There are also some Florida LLCs that are dissolved by judicial decree. This can happen when there are no LLC members for 90 days or when something like tax accounts become significantly overdue, and the business doesn’t voluntarily dissolve or prepare articles of dissolution.

What Do You Need To Dissolve A Florida LLC?

To get started with the dissolution of your Florida company, you’re going to first want to get written consent from any remaining members of the LLC. This written consent will ensure that you don’t run into any issues with the business and its assets down the road.

Other than that, you really don’t need much. You have to fill out articles of dissolution and pay a filing fee before your LLC in Florida can officially close down its tax accounts and complete the dissolution process. But we outline the specific process for filing articles of dissolution on an LLC in Florida in the next section.

Read More: Best LLC Services 2024

How To Dissolve A Florida LLC? Steps By Steps

Start the Florida LLC Dissolution Process

The first step in the Florida LLC dissolution process is ensuring you have a valid reason for dissolving the LLC as defined under Florida’s LLC Act.

If you have a Florida LLC operating agreement, then you can simply follow the process laid out in that operating agreement to start the dissolution process. But if you don’t, you have to meet one of the following criteria in order to begin dissolving a Florida limited liability company

• Have the unanimous consent of all remaining LLC members
• Allow at least 90 days to pass, during which there are no LLC members
• Have a court issue a decree of judicial dissolution
• Have the Florida DOC file a statement of administrative dissolution (often done when you stop paying fees)

As long as you meet one of these criteria, you can begin the LLC dissolution process and move forward to the next step. If you don’t, you may need to research Florida law or contact the Florida Division of Online Filings or Business Affairs to learn more.

Pay Off Your LLC’s Debts

Under Florida law, any remaining assets held by your LLC must first be used to pay off any remaining debts or financial obligations your Florida LLC may have. This can include:

• Unpaid bills from vendors
• Tax liabilities and business tax accounts with remaining balances
• Money owed to the LLC’s creditors
• Any other contractual agreements your Florida LLC may be a party to

There are special rules set by various government agencies for how to pay off the distributions owed for common taxes, credit, and other business expenses. Unknown claimants and known claimants have different rights. You may want to check with an attorney to ensure your dissolved LLC pays off its debts in the correct order if you don’t have enough LLC assets to pay all of your debts.

Distribute your LLC’s Remaining Assets to Members

The next step is distributing any remaining assets that your LLC may have left to its members before you officially dissolve. The process for this is as follows:

• Your Florida LLC first needs to pay out any interest holders with unreturned contributions
• Once that’s done, your Florida LLC can pay out current and previous members according to their contributions.

Wind Down Out of State Agreements (Optional)

This step may or may not be necessary before completing your Florida LLC dissolution. But if, in addition to Florida LLC articles, you paid a filing fee and have an operating agreement in another state, you’ll need to wind those down according to the state’s rules as well.

For example, you might have tax accounts and an operating agreement to conduct business in California in addition to Florida. If so, you’d need to follow California’s process for the voluntary dissolution of an LLC’s members.

File Articles of Dissolution

Now all that’s left to do is pay the filing fee of $25 and file the official articles of dissolution for your LLC in Florida. If you’re asked to submit certified documents during the dissolution of your business, you may have to pay an extra filing fee for those – and the same is true if you want expedited service.

Florida recommends hiring an attorney to help your LLC business file articles of dissolution. But you can dissolve an LLC on your own without doing so if you want to save your company money. Just make sure you really do your research before filing articles of dissolution (this article should contain everything your LLC’s members need to know).

What Are Wind-Up Measures?

Wind-up measures are really more like wind-down measures for an LLC in Florida. The term essentially encompasses anything that you need to do to wind down your business activities through the Florida LLC before dissolution.

For example, measures for your Florida business could include paying off debts, discharging liabilities (like contractual payment obligations) and ensuring that all remaining members are on board with your LLC dissolution.

Basically, before filing articles of dissolution, you need to complete wind-up measures. But we’ve already listed those in the step-by-step instructions for the dissolution of a Florida LLC in the previous section, so just follow those guidelines, and you’ll be on the right track. 

What Does It Cost to Dissolve a Florida LLC?

The dissolution of a Florida LLC is a relatively affordable process, that should just cost you the $25 filing fee. You pay this after filling out the articles of dissolution for your Florida company.

Your Florida LLC may want to work with an attorney if it has a complicated structure, lots of debt, or activities in other states. And this could add to your costs. But it’s not something you need to do in order to dissolve your LLC in Florida.

The Top 2 Florida LLC Services

Final Thoughts

Nobody ever creates a company with the intention of one day shutting it down. But if that’s a situation you’re facing, then we hope our guide to dissolving an LLC in Florida has helped you figure out how to do it.

Frequently Asked Questions (FAQs)