To dissolve a Florida LLC, approve the dissolution under your operating agreement, settle debts and title, file Articles of Dissolution on Sunbiz, then complete winding up under Chapter 605. The order of those steps decides your personal exposure. KEW Legal® acts as business and corporate counsel on these matters, and we know you want the LLC closed cleanly.
The real risk sits in one move. Filing first and distributing cash to members before creditors are paid can leave members personally answerable for the debts. The account closeouts outside Sunbiz are part of closing your business, and the property and trademark edge cases come before the filing.
Steps To Dissolve A Florida LLC
Confirm authority, record member consent, settle debts, clear property and contracts, file Articles of Dissolution, notify creditors, pay creditors, distribute the remainder, then close tax accounts, licenses and bank accounts. Steps 1 through 4 happen before the Sunbiz filing. Steps 6 through 9 can safely follow it.
The nine steps, in order:
1. Confirm authority: the threshold in your operating agreement controls, and if the agreement is silent, s. 605.0701 requires the consent of all members.
2. Record the member consent: put your operating agreement vote in a signed written consent and keep it with the company records.
3. Settle or reserve for debts, leases and contracts: pay what is due and set aside a cash reserve for anything disputed or contingent.
4. Deed out or sell real property and assign IP, contracts and leases: move every asset the LLC will not convert to cash.
5. File Articles of Dissolution: submit on Sunbiz once steps 1 to 4 are complete.
6. Send known-claim notices: deliver written notice to each known creditor.
7. Pay creditors: pay valid claims before any member receives money.
8. Distribute the remainder: split what is left by the members’ interests.
9. Close tax accounts, licenses and bank accounts: the bank account closes last.
Debts, leases, title and IP assignments cannot wait. After filing, the LLC may act only to wind up its affairs, and a landlord, lender or buyer dealing with a dissolved LLC will ask more questions.
Figure 1: File Articles of Dissolution only after debts, title and contracts are settled or reserved for. Source: Chapter 605, Florida Statutes.
How To File Articles Of Dissolution On Sunbiz
File Articles of Dissolution with the Florida Division of Corporations, online through Sunbiz or on the paper form. The filing evidences the dissolution and starts winding up. Dissolution takes effect on filing, or on a later effective date you state in the Articles.
Florida has no separate filing after winding up ends. Chapter 605 contains no termination statement, so pages telling you to file one are dated or borrow another state’s statute.
What Articles Of Dissolution Must Contain
Articles of Dissolution must contain four core items:
- The LLC’s name and Sunbiz document number.
- The date of dissolution.
- The effective date, if later than the filing date.
- A statement that the dissolution was authorized.
Check each item against the current Sunbiz form and s. 605.0707 before you sign. A member or authorized representative signs the Articles. The signed member consent stays in the LLC’s records and is not filed.
Sunbiz Filing Amounts And Add-Ons
Filing Articles of Dissolution costs $25 at the state, with certified copies and certificates of status as optional add-ons. Confirm every amount on the current Sunbiz schedule before you file.
The state amounts come down to three lines:
- Articles of Dissolution: $25.
- Certified copy or certificate of status: optional, at the amount on the current schedule.
- Delinquent annual report: the unpaid report, plus a $400 late charge for a report filed after May 1.
Annual reports are due between January 1 and May 1. If the LLC missed one, the Division of Corporations may require the arrears cleared before it accepts the Articles. Check the LLC’s Sunbiz status first and confirm the Division’s current treatment of arrears.
What Does Winding Up A Florida LLC Involve?
Winding up is the phase after dissolution in which the LLC collects assets, pays creditors and distributes the remainder. The LLC may act only to settle its affairs, not to run the business.
A dissolved LLC cannot take on new business. Under s. 605.0709, it can still sign deeds, settle contracts, collect receivables and defend claims. A voluntary dissolution can also be revoked during winding up, one of the reversal routes covered at the end of this post.
Creditors Get Paid Before Members
Creditors are paid first, and members share only what remains. Distributing cash to members while creditors are unpaid is an improper distribution, and members can be made to answer for the shortfall.
Take three members at 50%, 30% and 20%. After liquidation, the LLC holds $40,000 in cash and owes $12,000 to creditors. Pay the creditors first, and the $28,000 left splits $14,000, $8,400 and $5,600.
Now reverse the order. The LLC distributes the full $40,000 as $20,000, $12,000 and $8,000, and the $12,000 debt goes unpaid. Each member may answer in proportion to what they received: $6,000, $3,600 and $2,400.
Florida reaches that result through the distribution rules in ss. 605.0405 and 605.0406 and the claims provisions in s. 605.0711.
Can Creditors Sue A Dissolved LLC?
Yes. A dissolved Florida LLC can still be sued, but written notice to known claimants and published notice for unknown claimants start statutory bars that protect the LLC and its members.
The claims timeline runs in four steps:
1. File Articles of Dissolution: dissolution takes effect and winding up begins.
2. Send written notice to known claimants under s. 605.0710: the notice sets a deadline of at least 120 days to submit a claim, and a claim not submitted by that deadline is barred.
3. Publish notice for unknown claimants under s. 605.0711: a claim not brought within 5 years of publication is barred.
4. Apply to the circuit court under s. 605.0712 if needed: the court can set the security the LLC holds back for contingent or unknown claims.
Neither notice bars a known creditor who never received written notice. Publication cuts off nothing for 5 years, so it is a long tail, not a quick cutoff.
Members face personal exposure mainly through improper distributions, not dissolution itself. If creditors are paid or reserved for before distribution, a member’s exposure to a late claim is limited by statute and never exceeds what that member received.
Which IRS And Florida Closeouts Follow Dissolution?
Six closeouts sit outside Sunbiz after you dissolve a Florida LLC:
- IRS: file the final return and close the EIN account by letter. The EIN stays assigned to the LLC and is never reused.
- Florida Department of Revenue: close the sales and use tax and reemployment tax accounts. Corporate income tax applies only if the LLC was taxed as a corporation.
- Local business tax receipts: cancel each county and city receipt.
- Professional licenses: cancel or surrender each license held by the LLC.
- Fictitious names: cancel every registered fictitious name on Sunbiz.
- Bank accounts: close last, after the final distribution clears.
Florida LLCs Must Clear Property Before Dissolving
Title and rights left in a dissolved LLC can force reinstatement or a court proceeding to convey them. Real estate, leases, employees and trademarks each need their own step.
Real estate comes first. We handle deeding property out of the LLC or selling it to a buyer before the Articles are filed. If a mortgage encumbers it, check whether the lender’s consent is required under the due-on-sale clause (the clause that lets a lender call the loan on transfer).
Leases come next. A commercial lease assignment usually requires landlord consent, and the landlord may ask for a new guarantor or an estoppel (a signed statement of the lease’s current status). If the landlord will not consent, negotiate a lease termination before filing.
Pay final wages and close payroll filings before distribution. Then complete the work of assigning trademark registrations to the successor owner and record the assignment with the U.S. Patent and Trademark Office.
The typical mistake is dissolving with title still in the LLC. A buyer’s title company will then require reinstatement or a court proceeding before it insures a sale. Both are workable, and both add weeks that clearing title first would have saved.
How Do You Dissolve A Never-Used Florida LLC?
Confirm the LLC has no bank account, contracts or assets, get written member consent, then file Articles of Dissolution. Do not simply skip the annual report.
The fast path has four steps:
1. Confirm the LLC is empty: no bank account, EIN activity, contracts or assets.
2. Get written consent: the member or members sign a consent approving dissolution.
3. Clear loose ends: if an EIN was assigned, close the account by letter to the IRS, and cancel any registered fictitious name.
4. File Articles of Dissolution: submit on Sunbiz and keep the filed copy.
Skipping the annual report does not dissolve the LLC cleanly. The state administratively dissolves it later that year, and the record shows a dissolution for failure to file. Reinstating it means filing the missed reports and paying the $400 late charge and arrears.
Florida Has Three Routes To LLC Dissolution
The three routes are voluntary, administrative and judicial. Members choose voluntary dissolution, the state triggers administrative dissolution for annual report failure, and a circuit court orders judicial dissolution on statutory grounds.
Each route reverses differently. Members may revoke a voluntary dissolution during winding up under s. 605.0708.
An administratively dissolved LLC may apply for reinstatement under s. 605.0716. Florida sets no outer time limit, though the LLC’s name may be lost to another filer.
| Attribute | Voluntary | Administrative | Judicial |
|---|---|---|---|
| Trigger | Member consent or agreement event | Annual report not filed | Statutory grounds proven in court |
| Who starts it | Members or managers | Department of State | Member or other petitioner |
| Section | 605.0701 | 605.0714 | 605.0702 |
| Reversal | Revocation during winding up | Reinstatement under 605.0715 | Court decree controls |
| Member exposure | Improper distributions | Unwound affairs, lapsed status | Court-supervised winding up |
Figure 2: Voluntary dissolution is the only route the owners control from start to finish. Source: ss. 605.0701, 605.0702, 605.0714, 605.0715, Fla. Stat.
A foreign LLC registered in Florida does not dissolve here. It files a withdrawal on Sunbiz, a separate filing from Articles of Dissolution.
Get Your Florida LLC Dissolved In Order
Our team sequences the consents, title, leases, IP, claims notices and tax closeouts so the Sunbiz filing is the last open item. Founder Kristina E. Wilson holds a title agent certification, so title questions are answered in the same file as the entity work.
Schedule a consultation about dissolving your LLC with corporate counsel, and send the operating agreement, member list, deeds, leases and last annual report with your request. This content is general information, not legal advice, and does not create an attorney-client relationship.
