Have you decided to stop transacting business with your Florida limited liability company? The state of Florida legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Florida.
Guru Tip: If you'd like help dissolving an LLC, the same services that form an LLC can also take care of the dissolution logistics and paperwork with the state.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Florida is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Florida.
How to Dissolve a Domestic Florida LLC
In order to dissolve an LLC that is domestic to the state of Florida, you must file the Articles of Dissolution for a Limited Liability Company with the Department of State. This can be done online or by mail. If you choose to file by mail, you will also need to include a cover letter. In either case, you will need to provide the following information:
- LLC name
- Mailing address
- Contact information
- Date of organization
- Assigned document number
- Delayed effective date of dissolution (if applicable)
- Reason for dissolution
- Names and addresses of LLC members
- Signature of authorized representative
If you choose to file by mail, you will also need to include a check for $25, made payable to the “Florida Department of State.” You can mail the form and the check to the following address:
Registration Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Typically, online filings take about 2-4 business days to process, while filings by mail are processed in about a week.
How to Dissolve a Foreign LLC in Florida
Do you need to dissolve a limited liability company based outside of Florida, but qualified to transact business within this state?
The process for dissolving foreign LLCs is similar, but it will require a different form. In order to dissolve your foreign LLC in Florida, you will need to file the Certificate for Withdrawal of Authority to Transact Business with the Department of State. Just like the Articles of Dissolution, this document can be filed online or by mail. The form will require the following information:
- LLC name
- Mailing address
- Contact information
- Jurisdiction of organization
- Date of registration in Florida
- Florida document number
- Delayed effective date of dissolution (if applicable)
- Signature of authorized representative
The Certificate of Withdrawal for Authority to Transact Business also requires a $25 filing fee, with payment made out to the “Florida Department of State.” If filing by mail, all paperwork and payments can be sent to the following address:
Registration Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
You should also expect this filing to take about 2-4 business days (online) or one week (by mail).
What Else Do I Need to Know About LLC Dissolutions in Florida?
As soon as your Florida LLC dissolution has been processed, your business name can be claimed for use. This is why you should only dissolve your LLC if you have no intention of conducting further business in the state.
Additionally, there are certain circumstances that can lead to administrative dissolution in the state of Florida. This is when the state dissolves your LLC because you did not file your annual report on time and did not pay the $400 late reporting fee. When this happens, you can no longer conduct business in the state, an LLC director or officer becomes liable for any of the business’ debts, and your business name immediately becomes available for public use.
If you would like to reinstate your business, you must pay the $400 late fee, file the annual report, and apply for reinstatement with the Secretary of State’s office. You can learn more about this process here.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
While dissolving a domestic LLC and a foreign LLC requires different forms, the fees and process are virtually the same.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Florida LLC!