Key Takeaways

  • Florida LLCs may be dissolved voluntarily, administratively, or judicially depending on the circumstances.
  • Voluntary dissolution requires member approval, filing Articles of Dissolution, and winding up business affairs.
  • Florida law outlines the order for paying debts and distributing assets during winding up.
  • Unlike some states, Florida does not require tax clearance before dissolution, but final state and federal tax returns must be filed.
  • Business owners should cancel licenses, permits, contracts, and out-of-state registrations to fully close the LLC.
  • Articles of Dissolution must be filed with the Florida Division of Corporations, with a $25 filing fee.
  • Publishing notice to creditors is optional but can help reduce future liability.
  • The LLC name becomes available to others once dissolution is complete.

A dissolution of an LLC in Florida may occur when the purpose of the LLC has been completed, or the business is no longer viable economically. It may also be dissolved if the founding members of the LLC cannot agree on important fundamental decisions and all parties are in agreement that it should occur. The owners of the LLC have the option to dissolve voluntarily at any time.

Despite good intentions from all involved, arguments may arise regarding the amount of time each party dedicates to the business, how profits and losses are divided, what direction the company is going in, or which business opportunities should be pursued.

A Limited Liability Corporation, or LLC is initially formed under state law, and each state has different requirements. Typically, a document needs to be filed with a state agency and a certificate of formation is filed with the secretary of state. The LLC can be formed in order to serve any lawful purpose, and may or may not be formed with a particular duration included.

A Florida LLC can be dissolved in one of three ways- voluntarily, administratively, or judicially. A voluntary dissolution consists of the following steps:

  1. Member authorization
  2. A state filing of the articles of dissolution
  3. Winding up
  4. A statement of termination is filed

Review Your Operating Agreement and Articles

Before moving forward with dissolution, Florida law requires members to check the company’s operating agreement and articles of organization for dissolution provisions. These documents may specify conditions such as required member votes, advance notice of meetings, or special dissolution triggers. If the documents are silent, unanimous consent of all members is required under Florida law. Recording this decision in meeting minutes or written resolutions is strongly recommended.

Winding up is when the LLC finalizes it's affairs, gathers and liquidates assets, dissolves or makes provisions for debts and any other responsibilities, and then distributes anything left over to its members. The LLC is required to apply its assets towards debts and creditors, before distributing any remaining assets to the members. Failure to complete the winding up stage properly may result in the members of the LLC becoming personally responsible to the creditors of the business.

Tax Responsibilities During Dissolution

Florida does not require a formal tax clearance to dissolve an LLC. However, members should ensure all outstanding tax obligations are addressed. This includes:

  • Filing the final federal return (IRS Form 1065 for partnerships or Form 1120 for corporations).
  • Submitting a final Florida sales tax return if the LLC sold goods.
  • Paying employment taxes and canceling payroll accounts if applicable.

Checking the “final return” box on federal filings notifies the IRS that the LLC is closed.

An LLC is dissolved of claims by issuing a written notice of the dissolution any time after its effective date to all known claimants including:

  • An overview of the claim that may be presented
  • Whether the claim is recognized or not
  • A mailing address to send information
  • The deadline that the claim may be presented, which must be at least 120 days after the dissolution date
  • Statement that the LLC may make distributions after this date to other claimants or members

Notifying Creditors and Publishing Notices

Although not mandatory, notifying creditors can help protect members from future claims. Notices should provide:

  • A mailing address for claims.
  • A deadline (at least 120 days) for submission.
  • A statement that claims not submitted by the deadline may be barred.

Florida law also allows for publishing a notice in a local newspaper to alert unknown creditors. This step, while optional, can further limit liability by cutting off late claims.

The LLC still has the right to reject any presented claim in writing within 90 days of receiving the claim. Notice must also be given of dissolution to potential claimants in which claims are dependent on certain events, and request that any claims are made in accordance with the terms provided. Any contingent claim must be offered security within the span of 90 days from receipt of the claim.

An LLC which is dissolved and does not follow statutory procedures with regard to claims must make reasonable attempts to pay all outstanding obligations to the LLC. If there are sufficient funds, provisions must be made for the payment of these claims, including conditional or unmatured claims, or any claim where the claimant is unknown.

Once the winding up process is done, the company then proceeds to file a statement of termination with the state of Florida. The statement of termination must very specifically include certain items:

  1. The name of the LLC
  2. The date of filing of the initial articles of organization
  3. The date of filing of the articles of dissolution
  4. That the LLC has completed the proper steps and handled affairs appropriately
  5. Any other information that is required by the representative handling the case

Canceling Registrations, Licenses, and Accounts

To complete dissolution, LLCs should cancel all business licenses, permits, and registrations, both in Florida and in other states where they are authorized to operate. For multi-state businesses, this requires filing withdrawal or termination forms with each jurisdiction. Additionally, close all business bank accounts and settle contractual obligations. Contracts can sometimes be assigned or terminated during winding up.

An LLC in Florida is required to be dissolved under certain circumstances. At the occurrence of any of these circumstances, the LLC must present the articles of dissolution to the state for filing.

  • At the time specified in the operating agreement or articles of organization
  • When certain events occur, as specified in the operating agreement or articles of organization
  • All members of the LLC provide written consent
  • There are no remaining members
  • An order of dissolution by circuit court

As long as the LLC has at least one remaining member, if one member leaves, it does not force the dissolution of the Limited Liability Corporation, unless the articles of organization state differently.

Filing Articles of Dissolution

Articles of Dissolution must be filed with the Florida Division of Corporations to formally end the LLC’s existence. This document must include:

  • The LLC’s name.
  • Effective date of dissolution (if not immediate).
  • Basis for dissolution (e.g., unanimous member consent).

As of 2025, the filing fee is $25. The form can be filed online through Sunbiz or mailed with the required cover letter. Once accepted, the LLC’s name becomes available for use by other entities.

Frequently Asked Questions

  1. Do I need unanimous consent to dissolve an LLC in Florida?
    If your operating agreement doesn’t specify otherwise, Florida law requires all members to consent to dissolution.
  2. Is tax clearance required before dissolving an LLC in Florida?
    No, tax clearance isn’t required, but you should file final state and federal returns to avoid penalties.
  3. How much does it cost to dissolve an LLC in Florida?
    The Articles of Dissolution filing fee is $25, payable to the Florida Division of Corporations.
  4. Do I have to notify creditors when dissolving my Florida LLC?
    Florida law does not mandate it, but sending notices and publishing announcements can reduce liability.
  5. What happens to my LLC name after dissolution?
    Once your dissolution is accepted, the LLC’s name becomes available for registration by another business.

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