How To Dissolve an LLC in Florida? (2024 Updated Guide)

Published by Delina Chantel Yasmeh | Author

Last updated: November 17, 2024

Methodology
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It is critical to officially dissolve your Florida LLC if you no longer wish to work with it. If you don't act quickly, you may face tax liabilities and fines, as well as legal problems.

As a certified business expert, I will share the guidelines you should follow to dissolve an LLC in Florida.

Quick Summary

• To dissolve an LLC in Florida, begin with a formal vote by the LLC members, as guided by the LLC's operating agreement or state laws, and document this decision in a written resolution.
• A key step in dissolving a Florida LLC is filing final tax returns and obtaining tax clearance to satisfy all taxes and penalties owed to various government agencies.
• The 23.4% rate of business failures within the first year in Florida, as highlighted by LendingTree, underscores the necessity for LLC members to have a clear understanding of the dissolution procedures to avoid further losses.
• I am convinced that the integrity of the dissolution process reflects the overall responsibility and professionalism of the LLC members involved.

6 Steps To Dissolve an LLC in Florida

Follow these six steps to dissolve your Florida LLC properly.

Step 1: Vote To Dissolve the LLC

In Florida, the dissolution of an LLC starts with a formal vote by the LLC members. This decision is typically guided by the provisions in the LLC's operating agreement or, in its absence, by Florida's state laws.

"It's essential to document the vote in a written resolution, which acts as a formal record of the members' agreement to dissolve. This step is critical to ensure unanimous consent and a clear understanding of the dissolution process."

-Jon Morgan, Co-Editor & Co-Founder of Venture Smarter

In our Florida LLC, we convened a special meeting where all members voted in favor of dissolution, and we meticulously documented this in our official records.

Step 2: Notify Creditors About Your LLC's Dissolution

As soon as you have filed your Certificate of Cancellation, you must notify all creditors and claimants that you conduct business with on your LLC of its cancellation.

This involves sending written notices to each creditor, detailing the dissolution, and setting a deadline for submitting claims, as per Georgia law.

In our case, we drafted and dispatched notices to all our creditors, providing them with clear instructions and deadlines for claim submission.

Related Articles:

• Florida LLC Check
• How to File an LLC in Florida
• Florida Registered Agent
• LLC Filing Services in Florida

Step 3: File Final Tax Returns and Obtain Tax Clearance

Florida LLCs have a number of tax accounts set up by various government agencies. Before you may dissolve your Florida LLC, you must first satisfy all taxes and/or penalties owing to these accounts.

Here are some of the common taxes your Florida LLC may owe:

1. If you have or have had employees in Florida
2. Florida re-employment Tax
3. If your LLC has sold taxable items or services in Florida, it must register as a Florida vendor with the Florida Department of Agriculture and Consumer Services.
4. Sales & Use Tax

Learn more about LLC taxes in Florida.

Step 4: File Articles or Certificate of Dissolution

To officially dissolve the LLC in Georgia, you must file Articles of Dissolution with the Georgia Secretary of State [1].

This document formally terminates the LLC's legal existence and includes information such as the LLC's name, the effective date of dissolution, and the reason for dissolving.

There is a filing fee of $25 associated with this submission, and you can file it either online, by mail, or in person.

When we dissolved our LLC, we carefully filled out and submitted the Articles of Dissolution online, ensuring all the required details were accurately represented. Our documents were reviewed and approved within 3 business days.

Step 5: Distribute Assets

Before distributing assets, the LLC must settle its obligations. This includes paying off all debts, fulfilling contractual obligations, and resolving any legal liabilities.

After all debts and obligations have been paid, the remaining assets can be distributed among the LLC members.

The method of distribution should be in accordance with the LLC's operating agreement or, if the agreement does not specify, in proportion to the members' ownership interests in the LLC.

In our case, after asset distribution, we maintained records of the dissolution process, including the decision to dissolve, how debts and obligations were handled, and how assets were distributed.

This documentation can be important for legal and tax purposes.

Step 6: Close All Accounts and Cancel Licenses and Permits

As you work to close all accounts and cancel licenses and permits, keep in mind the broader business environment in Florida. The US Small Business Administration reports that 78,956 Florida establishments closed between March 2021 and March 2022 [2].

This significant number of closures illustrates the importance of diligently finalizing all aspects of your business to ensure that nothing is left unresolved, potentially preventing similar outcomes.

It's also important to address insurance policies, settle any accounts with vendors and suppliers, and cancel business-related subscriptions and memberships.

Finally, dismantling the business's online presence, including websites and social media accounts, and closing email accounts, is essential.

Throughout this process, maintaining detailed records of all closures and cancellations is vital for legal and tax purposes

FAQs

References:

1. https://sos.ga.gov/sites/default/files/forms/Filing%20Template%20-%20Articles%20of%20Dissolution%2C%20Non-Commenced%20Profit%20Corporation%20%28CD%20400%29.pdf
2. https://advocacy.sba.gov/wp-content/uploads/2023/11/2023-Small-Business-Economic-Profile-FL.pdf