How Do I Dissolve a Florida LLC?

Objective:

• Learn the process of dissolving your LLC in the State of Florida.

Entities:

• Limited Liability Companies

Additional Information:

As unfortunate as they are, an LLC dissolution is not uncommon. When dissolving your LLC, you have the following options. You can do nothing and the State of Florida will administratively dissolve your entity if you do not file your annual report.  If you would like to file a dissolution effective sooner, however, you can do so online by filing your Articles of Dissolution Online.

Below, we’ve included a discussion of the relevant laws relating to dissolving a Florida LLC.

Procedure:

First, make sure that dissolving your LLC is even possible. If you have an operating agreement, then it should have provisions to trigger the LLC’s dissolution. As long as the conditions for one of those triggers is fulfilled, you can proceed.

If you don’t have an operating agreement, then your dissolution is governed by the Florida Revised Limited Liability Company Act. In addition to events specified in the operating agreement, the Act states that you may dissolve a Florida LLC by a unanimous consent of the members, if the LLC goes 90 days without a member, by judicial decree, or by filing a statement of administrative dissolution.

• An LLC may dissolve under any of the following circumstances:
  • By consent of all members of the LLC;
  • 90 days have elapsed after the departure of the LLC’s last member, unless at least one person becomes a member with the consent of transferees owning the rights to receive a majority of distributions;
  • Entry of a decree of judicial dissolution (see Fla. Stat. § 605.0702); or
  • The filing of a statement of administrative dissolution by the Department of State (see Fla. Stat. § 605.0714)

The next step to dissolve a Florida LLC is to use the business’s remaining funds to pay back any debts that it owes to any and all creditors. This includes money owed to any members who personally made loans to the LLC.

• A dissolving LLC must first use its assets to pay all obligations to creditors (including members who are creditors). See Fla. Stat. § 605.0710.

Once the LLC’s debts have been settled, it’s time to take care of any claimants. These are the businesses or individuals filing lawsuits or otherwise making claims against your LLC. After the effective date of the dissolution, send written notices to all known claimants including the details of the claim and how it can be forwarded to the dissolved LLC.

• The notice provides reasonable description of claim, amount that is admitted, interest obligation, mailing address to which the claim may be sent, and deadline by which the confirmation of the claim must be delivered to the dissolved LLC. See Fla. Stat. § 605.0711 for handling of known claims.

There might be claimants you don’t know about, too. To provide notice to them, either file or publish a notice of dissolution requesting that anyone with claims against the LLC present them to the LLC along with instructions for doing so.

• File notice of dissolution and request that persons who have claims against the company present them in accordance with notice or
• Publish notice of dissolution and request persons who have claims against the company to present them in accordance with notice. See Fla. Stat. § 605.0712 for contents of notice or publication.

Now that you’ve taken care of your claimants, you can finally pay out the final distributions to the dissolving Florida LLC’s members, both past and present. This means returning their initial contributions. These distributions will be divided the same way that they were prior to dissolution.

• A dissolving LLC must distribute unreturned distributions to each person owning a transferable interest that reflects contributions previously made but not returned. See Fla. Stat. § 605.0502.
• Pay any distributions owed to members and former members.
• Distribute remaining assets to members and former members in proportion in which they shared in distributions before dissolution. See Fla. Stat. § 605.0710.

If your LLC does business outside of Florida, then you’ll need to wrap up your operations in those locations as well. For this step, you will need to check with the laws of those specific states. If your LLC was active throughout a significant part of the country, then consider hiring a business lawyer for help with a project of this size. Don’t forget to wind up your tax matters, too.

• A dissolving Florida LLC must also withdraw from other states or jurisdictions where it registered to do business, generally by submitting the appropriate forms and fees to the state in the relevant jurisdiction, closing tax accounts filing final returns, and paying any taxes due. Counsel should consult the laws of all jurisdictions where the LLC has registered to do business.

Speaking of tax matters – if you have any remaining tax returns, now the time to file and close out your tax accounts.  The specific forms for this will depend on if your LLC is classified as a partnership or a corporation. There will be additional paperwork if any property was sold or transferred during the dissolution as well. This should be done at all levels – federal, state, county, municipal, and otherwise.

The final step to dissolve a Florida LLC is to draft and file Articles of Dissolution (linked below) in accordance with Fla. Stat. § 605.0707. Once you have filled it out with your LLC’s information, mail it to the Division of Corporations mailing address listed on the cover page along with a $25.00 filing fee. After the Department has processed your Articles they will mail you a Certificate of Dissolution officiating the end of your company.

Click here to learn how to file your Articles of Dissolution Online.

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