Not every limited liability company (LLC) lasts forever. In fact, many LLCs in Florida are only intended to operate for a designated time period. Whatever your reasoning for closing up shop, the state of Florida has a specific process that all LLCs must go through before they are considered to be officially dissolved.
Which steps are involved in the Florida LLC dissolution process? Are there different processes for businesses based in Florida and those expanded from other states? When do you need to dissolve your LLC? We’ll answer all of these questions and more in this article.
How Do You Dissolve a Florida LLC?
When closing a business registered as an LLC in the state of Florida, you’ll need to take care to dissolve your business exactly as the state outlines. The most important part of this process is filing the correct paperwork with the relevant legal entities, but this is far from the only vital step.
In addition to filing documentation of your Florida LLC dissolution, you will need to liquidate the assets of your business, notify all individuals and business entities that have an interest in your company, and resolve any outstanding liabilities with vendors, suppliers, or clients.
There are potentially severe penalties for failing to comply with the Florida LLC dissolution process, and you as a business owner could be personally responsible for your LLC’s liabilities and debts. Therefore, it’s extremely important that you complete each step outlined in this guide to ensure an effective and compliant dissolution.
As for the question of when you should dissolve your LLC, you should do this as soon as you’re certain you will no longer conduct business through this entity. This gives you an opportunity to close up shop with the knowledge that you’re not transacting any business after you start the dissolution process.
Dissolution for Domestic Florida LLCs
Is your LLC based in Florida, and registered as a domestic entity in this state? If so, you’ll start your dissolution process with a document known as the Articles of Dissolution for a Limited Liability Company, which can be filled out online or on a paper form. This form will include some crucial information about your business, so you should fill it out carefully and accurately.
Among the info you’ll need to complete this form is the official business name of your LLC, the date and document number from your original Articles of Organization filing, the effective date of your dissolution, the reason for dissolving your LLC, the name and address of the person responsible for winding up your LLC’s affairs, and a signature.
After you’ve filled out the form, you can submit it to the Florida Department of State, along with your $25 filing fee. If you file online, your dissolution will be processed in 2-3 business days, while mailed filings take roughly five business days. If you submit your documents in person at the Florida Department of State before 4:30 pm, they will process the filing the same day at no extra charge.
But what does this process look like for a business that was formed outside the state and then expanded to Florida?
Dissolution for Foreign LLCs in Florida
If you operate a foreign LLC in the state of Florida, the dissolution process looks slightly different than it does for domestic entities. In fact, it’s actually technically called a withdrawal rather than a dissolution.
To dissolve a foreign LLC in this state, you’ll first complete the Withdrawal of Certificate of Authority document — like the domestic version, this document can be filed on paper or online. Much of the information for this form is the same as the info provided for the Articles of Dissolution, but there are some differences for the foreign version.
This form requires your LLC’s name, the jurisdiction it was originally formed in, the date the business was registered with the Florida Department of State, the effective date of your withdrawal, the LLC’s Florida document number, and a signature. This document has the same turnaround time and filing fee that the domestic version has.
Involuntary Dissolutions in Florida
We should also discuss the potential for an LLC to be involuntarily dissolved by the state. There are several reasons this could happen, and most of them revolve around significant mistakes made by the LLC’s ownership group.
For instance, Florida could involuntarily dissolve your LLC if you fail to submit your annual reports, if you fail to pay any relevant fees or fines, if you do not maintain a registered agent for your LLC, or if you do not file a change or amendment document when making significant changes to your LLC (like the identity of your registered agent).
It’s obviously never advisable to operate your LLC in a way that leads to the state dissolving it against your will. Once the state decides to dissolve your LLC, you have 60 days to correct any issues. There is a $100 reinstatement fee, and you may also be subject to additional fees related to annual reports or taxation issues.
In addition, if you keep operating your business after the state involuntarily dissolves it, you could open yourself up to all sorts of legal issues due to the continued operation of a non-compliant entity. In general, you should be as careful as possible when it comes to following the rules and regulations in this state.
It’s not that the process for dissolving or withdrawing your LLC in Florida is terribly difficult. However, it is a process that you need to take great care to complete in a compliant fashion, or you could expose your business to a wide variety of potential legal complications and financial penalties. Trust us when we say it’s much smarter and easier to simply follow the directions with care to avoid any issues.
Do you need more information about operating an LLC in Florida? Take a look at the following resources: