How Do I Dissolve a Florida Corporation?

Objective:

• To dissolve a corporation formed in the State of Florida.

Entities:

• C Corporations
• S Corporations

Additional Information:

In Florida, the process to dissolve a corporation depends on whether the company has commenced doing business and issued its shares.

Procedure:

Corporations that have not started doing business or issued shares can be dissolved by the majority of its incorporators or its initial directors. This is done by filing articles of dissolution (available below) plus a $35.00 filing fee with Florida’s Department of State. These articles will need to state:

• The corporation’s name
• The corporation’s date of formation
• Either that no shares have been issued or that the corporation has not commenced business
• That the corporation has no unpaid debts upon closing
  
• That, if shares were issued, the corporation’s total remaining assets were distributed among the shareholders
• That a majority of the corporation’s incorporators or initial directors have authorized the dissolution

See Fla. Stat. Ann. § 607.1401.

Corporations already active in Florida require action by its board of directors and shareholders before it can be dissolved. See Fla. Stat. Ann. § 607.1401.

First, the board of directors will need to submit a proposal for dissolution. For this proposal to be accepted:

• The board must make the proposal to the shareholders unless it is determined that there are conflicts of interest or other special circumstances
  • In these situations, the board will need to inform the shareholders of their decision and the conflicts or circumstances that led them to their conclusion
• The submission for dissolution may be conditioned on any basis that the board sees fit
• The closing corporation notifies each shareholder of record, whether entitled to vote of the proposed meeting in accordance with Fla. Stat. Ann. 607.0705, and that dissolving the business is one of the primary purposes of the meeting
• Unless stated otherwise in the articles of incorporation or by the board of directors, the corporation’s dissolution must be approved by a majority vote of all applicable voters

See Fla. Stat. Ann. § 607.1402.

Once the company’s dissolution has been authorized, it’s time to file articles of dissolution and a $35.00 filing fee with Florida’s Department of State, which will include:

• The corporation’s name
• The date that the company’s dissolution was authorized
• A statement that the dissolution was approved of by a majority of the shareholders, if applicable
• If voting by voting groups is required, a statement that the number of votes cast in favor of dissolution was sufficient for each individual voting group

See Fla. Stat. Ann. § 607.1403.

There are two ways that a dissolving corporation can dispose of unknown claims in Florida.

Filing a notice of corporate dissolution with the Division of Corporations is one of three options available to a dissolving corporation to resolve the payment of any unknown claims. This notice is included with the provided articles of dissolution at no extra cost below. See Fla. Stat. Ann. § 607.1407. However, if you use articles other than those provided by the state like those available at the bottom of the page, then you will need to file a separate notice of corporate dissolution along with a $35.00 fee.

OR

The second way for your Florida corporation to dispose of unknown claims upon closing is to publish a Notice of Corporate Dissolution in a newspaper within 10 days of filing the articles of dissolution. This notice must be run once a week for two weeks in a row in the county where the corporation is located. See Fla. Stat. Ann. § 607.1407. This notice should:

• Include the corporation’s name and date of dissolution
• Describe what information is required of claimants
• List a mailing address that a claim can be sent
• State that claims made under Fla. Stat. Ann. § 607.1407(2) are barred unless a proceeding to enforce the claim is made within four years of the date that the final notice of dissolution was run in a newspaper. See Fla. Stat. Ann. § 607.1407.

There are three ways for a dissolving Florida corporation to dispose of known claims against the company. See Fla. Stat. Ann. § 607.1406.

The first option for disposing of known claims against a Florida corporation is to give written notice to each of the known claimants after the company’s dissolution. This notice needs to:

• Accurately describe the potential claim
• State whether the company admits to the claim or not
  • If the company admits to the claim, the notice must also explain if the admission is in whole or in part, along with the dollar amount
• Provide a mailing address for sending claims
  
• Give a deadline for providing a confirmation of the debt (no less than 120 days from the written notice’s effective date)
• State that the corporation or its successor may make payments to other claimants, the corporation’s shareholders, or other persons of interest without providing notice to the claimant

See Fla. Stat. Ann. § 607.1406(2).

Of course, the dissolving corporation and/or its successor also have the option of rejecting the claims against them. See Fla. Stat. Ann. §607.1407(3). This rejection must be given within 90 days of the claim and at least 150 days before the third anniversary of the effective date of dissolution. The rejection must also include a copy of Fla. Stat. Ann. § 607.1406(3).

The third option available for dissolving corporations that need to dispose of known claims is reserved for claims that come with conditions, such as whether or not a certain event happens at a future date. In this situation, the corporation needs to give notice of the dissolution to each of these potential claimants with instructions to present their claims the same way that they would by using option one above. See Fla. Stat. Ann. § 607.1406(4).

For assistance with dissolving your corporation and winding up business, contact us online or by calling (727) 279-5037.