When business affairs start to go downhill, the dissolution of a Limited Liability Company is not an uncommon dilemma. From all the state obligations to fulfill up to settling claims from creditors, our team will guide you on how to dissolve an LLC in Florida so that you can complete this procedure without any hassle.
How to Dissolve an LLC in Florida
Review LLC Operating Agreement
The first crucial factor business owners must know on how to dissolve an LLC in Florida is that your operating agreement and articles of organization bind you to specific legal procedures.
These business documents have outlined dissolution provisions you should follow. These will be notifying LLC members regarding the board meeting to discuss the closure, accepted vote percentage to approve the motion, and keeping records for future reference.
Even if there’s no section suggesting to record the minutes of the meeting, our team highly recommends this process as a back-up plan in case of legal disputes.
Vote on the LLC Dissolution
As an active Florida LLC, seeking the approval of members involved in the business is a legal necessity. Following the operating agreement, a dissolution meeting must occur between the members where each one can freely vote in favor or against the dissolution claim.
If these business documents don’t include items indicating proper procedures, Florida’s LLC Act allows a corporation to dissolve through an alternative method such as providing a written consent form from members unless the articles and operating agreement state otherwise.
Notify Claimants on LLC Dissolution
To avoid legal troubles when you decide to dissolve a Florida Limited Liability Company, you must ensure that all claims from creditors are well taken care of. Although it’s not mandatory to give notice to claimants, it’s a good work ethic that will maintain the reputation of your Florida LLC despite ongoing dissolution.
You must mail the notice to the creditors stating the status of their claim with any interest obligation, the mailing address where they can file or mail their claim, and the deadline when the claim form must be sent.
And since there will be inevitable questions from creditors, our team advises you to handle this thoroughly with an experienced business attorney.
Winding Up the Business
When you decide to dissolve a Florida LLC, you’re required by the law to go through several winding-up procedures. These steps are usually executed by one or two managers selected within or by the members to settle the final business matters required by the state.
Discharging liabilities is one of the key procedures when you dissolve a Florida LLC. It’s important that your business tax accounts and statements are cleared, and all state requirements like annual reports are completed to avoid delays and additional fees.
Some of the common business tax accounts a Florida LLC may owe to the state are Sales & Use tax and Florida re-employment tax. Although it’s not required to acquire tax clearance before the dissolution, you may need to file final tax returns to close your LLC tax accounts officially.
Allocation of LLC Assets to LLC Members
After settling liabilities to claimants and to the state of Florida, it’s now time to distribute the remaining assets. According to the terms written in the company articles, a business must fairly allocate a percentage of asset, including its interests and profits, to the current and former LLC members.
Disposing of LLC Assets
Disposing of an LLC-owned asset like property, equipment, or furniture can be done through personal use conversion, selling, scrapping, or donations to charities. Collected fees from this asset disposal should also be equally distributed.
Submit Articles of Dissolution
To officially roll out the closure of your Florida LLC, you’ll need to file articles of dissolution along with a cover letter to the Department of State (DOS). Aside from your company’s basic information, your articles of dissolution must include the date of effectivity, written consent, and statement of clearance from lawsuits and liabilities.
All these can be sent via mail, or you can access a copy of the downloadable form on the DOS website, where you’ll be assigned a document number to access their online system.
Settle Out-of-State Business
If your Florida LLC is operating in another state, you must file a separate dissolution form to terminate the existence of your entity. The documents you’ll need for this have different categories ranging from certificate of termination of existence, application of withdrawal, certificate of surrender of right to transact business, or termination of registration.
Duration and Cost of LLC Dissolution
It usually takes about a week to dissolve a Florida LLC once articles have been filed, and there’s a minimal filing fee of $25. You can also secure a certified copy with additional cost on top of the filing fee. On the other hand, it only takes a minimum of two to three days for online filings to be completed. Payment can also be made electronically through credit card or debit card.
Business Name Availability
Once you file articles of dissolution, the business entity will no longer exist . It means that your company trade name will be made available by the Florida Department of State. After 120 days from the official date of dissolution, other business entities interested to incorporate in the state can register under your company name.
If you still intend to operate using your current trade name, our team wouldn’t advise you to go through the LLC dissolution procedures.
To avoid the hassle of dissolving you LLC, you can consider getting the services of the best registered agent providers in this list.
For additional information on how to dissolve an LLC in Florida, you can access the online filing system along with mailing addresses and forms you need to file on the Flordia DOS website. It’s also best to consider seeking assistance from professional business attorneys or services as some of these procedures can legally bind you once not accomplished properly.