Dissolution Of A Florida Limited Liability Company Checklist

Dissolution of a Florida Limited Liability Company Checklist Thinking about closing your Florida LLC? This guide walks you through the key legal and financial steps required to properly dissolve a Florida Limited Liability Company and avoid lingering liabilities.

Written by Anila Rasul, Esq.Managing Attorney – ASR Law FirmView Full Bio | Connect on LinkedIn

Published on: February 24, 2022 Schedule a Complimentary Consultation

This article is part of our Business Law Articles collection and relates to our Business Law services. It is provided for informational purposes only, does not constitute legal advice, and does not create an attorney-client relationship. Please review our Legal Disclaimer or schedule a complimentary consultation for guidance specific to your situation.

The process to wrap up a Florida Limited Liability Company (LLC) can often times be more complicated than the steps taken to create it.

When an owner of a Florida LLC determines, either voluntarily or involuntarily, that the business can no longer carry-on then the dissolution process begins.

Causes of Dissolution of Florida Limited Liability Company

Dissolution of a company refers to the formal winding up of operations and liquidation of assets prior to permanently shutting down a business.

There are several reasons why an owner of a Florida Limited Liability Company would choose to dissolve the company. Florida Statute § 605.0701 enumerates the following occurrences that would prompt the dissolution of an LLC.  They are:

• An event or occurrence that the company’s operating agreement states would cause the dissolution (i.e. death or bankruptcy of an owner),
• The voluntary consent of all owners,
• The passage of ninety consecutive days in which the LLC has no members (with certain exceptions),
• The entry of a judicial order dissolving the company, or
• The filing of a statement of administrative dissolution by the Florida Department of State (usually for failure to file annual report and pay filing fees). 

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Process of Dissolution of Florida LLC

If dissolution is triggered by any of these occurrences, the winding-up process commences. The following provides a general overview of the various steps required to voluntarily dissolve a Florida LLC:

• Marshal and Apply Assets to Discharge Obligations to Creditors– The LLC must apply its assets to discharge its obligations to creditors, including members who are creditors.
• Deliver Written Notice of Dissolution to Each Known Claimant – This notice must provide a reasonable description of the claim, the amount that is admitted, any interest obligation, a mailing address to which a claim may be sent, as well as, a deadline by which confirmation of the claim must be delivered to the dissolved LLC.
• Provide Notice to Unknown Claimants – This process is governed by Stat. § 605.0712(b). It requires that: (a) the owner file a Notice of Dissolution and request that anyone who has a claim against the company present them in accordance with such notice, or (b) the owner publish a Notice of Dissolution and request that anyone who has a claim against the company presents them in accordance with such notice.
• Pay distributions that may be owed to members and/or former members – Any LLC in the process of winding up must distribute unreturned distributions to every person owning a transferable interest made up of contributions previously made to the company but not returned.
• Distribute remaining assets – Any remaining assets must be distributed to members and/or former members in the same proportion in which they shared distributions prior to dissolution.
• If applicable, cancel registration in foreign jurisdictions – A dissolved Florida LLC must also withdraw from all other states in which it is registered to do business. This may require hiring an attorney in the various jurisdictions in which the LLC is registered to assist with submitting the appropriate forms and payment of any fees, closing accounts, filing final tax returns and paying any taxes that may be due in the particular jurisdiction.
• File final tax returns with the Internal Revenue Service – Each type of LLC would require different tax filings. For example, an LLC classified as a partnership must file a different tax return (IRS Form 1065) than an LLC classified as a corporation (IRS Form 1120 or Form 1120S). Further, LLCs classified as a corporation must file additional forms to report the dissolution of the company with the IRS.
• File any returns for any county, municipal or other local government taxes – However, Florida LLCs that are considering dissolution do not need to obtain a tax clearance certification or letter or otherwise notify the Florida Department of Revenue prior to dissolution.
• Submit the Articles of Dissolution, along with the appropriate fee ($25), to the Florida Department of State in accordance with Stat. § 605.0707 – These Articles must be accompanied by a cover letter containing specific language. After they are filed, a letter of acknowledgment and certificate of dissolution will be issued.

FAQs about the Dissolution of Florida LLC

What are the legal reasons to dissolve a Florida LLC?

Florida Statute § 605.0701 lists several triggers for dissolution, including voluntary owner consent, bankruptcy or death of a member, lack of members for 90 days, or administrative dissolution by the state for noncompliance.

What is the first step in winding up a Florida LLC?

The LLC must begin by marshaling assets and paying all creditors, including members who are also creditors, before distributing remaining assets to members.

Do I need to notify creditors when dissolving a Florida LLC?

Yes. Florida law requires that written notice be sent to known creditors and that a notice be published or filed for unknown claimants, giving them a chance to submit any outstanding claims.

What tax filings are required when dissolving a Florida LLC?

Final tax returns must be filed with the IRS based on the LLC’s classification (e.g., Form 1065 for partnerships or Form 1120 for corporations). You must also file local tax returns, but Florida does not require a tax clearance certificate.

What is the cost to file Articles of Dissolution in Florida?

Filing the Articles of Dissolution with the Florida Department of State costs $25, and the form must be submitted with a cover letter including specific language.

Do I need to cancel my Florida LLC’s registration in other states?

Yes. If your LLC is registered in other states, you must formally withdraw by filing paperwork in each jurisdiction, which may require the assistance of local attorneys or filing agents.

Conclusions

After making sure each applicable step is satisfied, prior owners of a dissolved LLC can rest assured that the risk of unforeseen creditors or claims of unpaid distributions is minimized.

A qualified attorney can assist with making sure that your Florida Limited Liability Company is property wound up and all loose ends are taken care of prior to taking the final step of filing the Articles of Dissolution with the state of Florida.

Contact us to learn how ASR Law Firm can assist you with dissolving your Florida LLC. 

About the Author

Anila S. Rasul is the founding attorney of ASR Law Firm, where she helps Florida individuals and businesses protect what matters most. With over 15 years of legal experience, Anila specializes in estate planning, business formation, and asset protection.

She is dedicated to offering clear, actionable legal guidance and takes pride in building lasting relationships with her clients.

Explore Anila’s legal background or connect with her on LinkedIn.

Learn More about Anila

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