How to Dissolve an LLC in Florida: Articles of Dissolution on Sunbiz

Florida LLC dissolution: the Articles of Dissolution

Florida's Division of Corporations says Articles of Dissolution voluntarily dissolve a Florida limited liability company, and once filed, the entity no longer exists. The online form is basic and meets the minimum filing requirements of section 605.0707, Florida Statutes. The Division says your document may need more items for your situation and strongly recommends having legal counsel review it before you submit.

Fees

• Articles of Dissolution: $25.
• Certificate of status (optional, shows the LLC is no longer active): $5.
• Certified copy of the filed articles (optional): $30.

How to file

Review the Division's filing instructions, gather the required information, and file online on Sunbiz with a credit or debit card or a prepaid Sunbiz E-File account. You can also print the form and mail it with a check or money order. Typing your name in the signature block counts as a signature under section 15.16, F.S. Allow 2 to 3 business days for the dissolution to post on Sunbiz. Once it posts, you can download an image of it for free.

Annual reports and administrative dissolution

Florida LLCs file an annual report each year. On the Sunbiz annual report page, the LLC fee is $138.75, and a $400 late fee applies after May 1. The Division says a business that has not filed its annual report by the third Friday of September is administratively dissolved at the close of business on the fourth Friday of September.

If you are closing anyway, the Division says a business that is closed does not need to file the annual report. File the Articles of Dissolution instead of letting the LLC lapse: a voluntary filing gives you a clear end date and public record that the LLC closed on purpose.

Before you file: wind up first

Because the LLC stops existing once the articles are filed, finish the wind-up first. Settle debts, close accounts and sell or distribute assets. That includes less obvious assets such as domains, intellectual property and company data, which some buyers pay for. Final federal returns go to the IRS separately.

Common questions