Florida LLC Dissolution — How to Properly Close Your LLC

If you have decided to close your Florida LLC, you must formally dissolve it with the Division of Corporations. Simply ceasing business operations does not end your LLC's existence — you remain responsible for annual reports ($138.75/year) and face the $400 late fee for each year you fail to file. Proper dissolution ends these obligations and clearly terminates the entity in the public record on Sunbiz.org.

For all post-formation obligations, see our after-formation overview.

Types of Dissolution in Florida

Voluntary Dissolution (You Choose to Close)

Under §605.0701-0714, members can voluntarily dissolve the LLC by:

1. Unanimous consent of all members (or the consent threshold specified in your operating agreement)
2. An event specified in the operating agreement as a dissolution trigger
3. Vote of members as specified in §605.0701

Filing: Articles of Dissolution through Sunbiz.org Fee: $25 Processing: 1-2 business days (online)

Administrative Dissolution (State Forces Closure)

The Division of Corporations administratively dissolves LLCs that fail to file their annual report. This happens on the third Friday in September each year for any LLC that has not filed the current year's report.

How to fix: Reinstatement within two years (§605.0715), with payment of all delinquent fees and penalties. See our reinstatement guide.

Judicial Dissolution (Court-Ordered)

Under §605.0702, a court can order dissolution when:

• It is not reasonably practicable to carry on the LLC's activities in conformity with the operating agreement
• A member's conduct has made it not reasonably practicable to carry on the activities
• The managers or those in control have acted in a manner that is illegal, oppressive, or fraudulent

This is rare and requires litigation — most dissolutions are voluntary.

Steps to Voluntarily Dissolve Your Florida LLC

Step 1: Authorize the Dissolution

Check your operating agreement for dissolution provisions. If it specifies how dissolution must be approved (e.g., majority vote, unanimous consent), follow those procedures. Document the decision in writing (a written resolution signed by all consenting members).

If you have no operating agreement, the default rule under §605.0701 applies — generally requiring consent of all members.

Step 2: Wind Up Affairs

Under §605.0710, after deciding to dissolve, the LLC must wind up its activities:

• Complete existing contracts and obligations
• Collect debts owed to the LLC
• Pay or make provision for all known debts and liabilities
• Distribute remaining assets to members according to the operating agreement (or equally if none)
• Cancel business licenses, close bank accounts, and notify creditors

Important: Members and managers have a duty to wind up properly. Distributing assets to members before paying creditors can create personal liability.

Step 3: File Articles of Dissolution

File Articles of Dissolution through Sunbiz.org:

1. Navigate to sunbiz.org
2. Access your LLC's record
3. Select "File Dissolution"
4. Enter the effective date of dissolution
5. Confirm that winding up is complete (or in progress)
6. Pay $25
7. Submit

Your LLC's status on Sunbiz.org changes from "Active" to "Voluntarily Dissolved."

Step 4: Post-Dissolution Housekeeping

After filing dissolution:

• File any delinquent annual reports (if any are owed — you must be current to dissolve)
• File a final federal tax return (Form 1065 for partnerships, Schedule C for disregarded entities, or the applicable corporate return). Check the "final return" box.
• Cancel your EIN with the IRS (send a letter to close the account)
• Close your business bank account
• Cancel state licenses and permits (business tax receipt, sales tax registration)
• Notify the Florida Department of Revenue that you are no longer collecting sales tax (if applicable)
• Keep LLC records for at least 7 years (IRS retention requirements)

Cost of Dissolving vs. Not Dissolving

The math is clear: If you are done with the LLC, spend $25 to dissolve it properly rather than accumulating delinquent reports, late fees, or leaving an ambiguous administrative dissolution on your record.

Can a Dissolved LLC Still Be Sued?

Yes. Under §605.0711, a dissolved LLC continues to exist for purposes of winding up — including being subject to suit for obligations incurred before dissolution. The dissolution does not eliminate existing debts or pending claims. However, §605.0712-0713 provides procedures for a dissolved LLC to provide notice to known creditors and publish notice to unknown creditors, after which claims can be barred.

FAQ

Do I need to file the annual report before dissolving?

If your annual report for the current year is due (i.e., it is between January 1 and May 1 and you have not yet filed), you generally should file it before or simultaneously with dissolution. The Division may require that you be current on filings before accepting dissolution. If you are past May 1 and delinquent, you may owe the $400 late fee before you can dissolve.

Can I dissolve my LLC if it has debts?

You can file Articles of Dissolution, but you must still pay or make provision for all known debts as part of the winding-up process (§605.0710). Dissolving with unpaid debts does not eliminate the debts — creditors can still pursue the LLC and potentially the members if winding up was not conducted properly.

What happens to my LLC's name after dissolution?

Once dissolved, your LLC name may become available for others to use (after a period — the Division retains records). If you want to preserve the name for future use, consider keeping the LLC active (paying the $138.75/year) rather than dissolving and re-forming later.

Is dissolution reversible?

Voluntary dissolution is generally not reversible — once filed, the LLC is dissolved. If you change your mind, you would need to form a new LLC (new $125 filing). Administrative dissolution is reversible through reinstatement within two years. This is one reason to avoid letting your LLC be administratively dissolved — it gives you a window to reverse it.

Can one member force dissolution in a multi-member LLC?

Only if: (1) the operating agreement gives them that right, (2) a dissolution event specified in the operating agreement occurs, or (3) a court orders judicial dissolution under §605.0702. One member cannot unilaterally dissolve a multi-member LLC without one of these authorities.