Closing a business in Florida involves more than simply stopping operations. Knowing what to do, and in what order, can help you avoid legal issues, protect your credit, and move forward with confidence.
According to the U.S. Small Business Administration, between 2022 and 2023, more than 91,000 businesses closed in Florida in just one year, including nearly 84,000 small businesses. Between legal filings, tax steps, and final responsibilities, it can be hard to tell what actually matters.
KEW Legal® helps business owners get through this process with clear, practical advice. We don’t drown clients in legal jargon or unnecessary paperwork. Instead, we focus on what’s necessary and explain it directly, so you know exactly where you stand and what to do next.
Key Takeaways
- File the right forms to close your Florida business legally.
- Pay debts, file final taxes, and cancel accounts.
- Notify employees, customers, and creditors.
- Get legal or tax help if needed.
Step 1: Assess the Decision to Close Your Business
Before starting the legal process, make sure closing is the right move. Common reasons include:
- Consistent financial losses
- Owner retirement or health issues
- Business no longer aligns with goals
- Market decline or strong competition
- Legal or tax complications
If the issue is temporary, consider options like selling, merging, or pausing operations. Otherwise, proceed knowing the decision is final.
Step 2: Review Legal Documents and Internal Agreements
Start by checking your business’s internal rules. Your operating agreement, bylaws, or partnership agreement will likely include a process for how to dissolve the business.
These documents usually cover:
- Who needs to approve the decision
- How that approval should be documented (e.g. written consent, meeting minutes)
- What steps must follow the decision.
If you don’t have formal agreements in place, Florida default laws apply. For example, in an LLC without an operating agreement, most members must agree to dissolve.
Step 3: Get the Required Approvals
You can’t dissolve a Florida business without the right approvals. The rules depend on your business type.
Sole Proprietorship
No formal approval needed. You decide, then move forward with the legal steps.
Partnership
Check your partnership agreement. If there’s no specific rule, Florida law says most partners must agree to close.
LLC
Follow the process in your operating agreement. If it’s silent, you’ll usually need the approval of most members.
Corporation
You need a board resolution and a majority vote from shareholders. Document everything, this becomes part of your official records.
Step 4: File Articles of Dissolution with the Florida Department of State
Once you’ve made the decision and secured approvals, filing your Articles of Dissolution makes it official. According to the Florida Division of Corporations, online dissolution filings are typically processed within 2 to 3 business days, making this one of the faster steps if everything is submitted correctly.
What You’ll Need
Have this info ready:
- Business name exactly as registered
- Document number (from Sunbiz.org)
- Effective date of dissolution
- Signatures from authorized parties
LLCs and corporations have separate forms, but both are available on Sunbiz.org.
How to File
You can file online or by mail:
- Online: Fastest method via Sunbiz e-file
- Mail: Download the form, fill it out, and send it with a check
Processing takes a few days online, or a couple weeks by mail.
What Are The Filing Fees?
| Business Type | Method | Fee |
| LLC | Online/Mail | $25 |
| Corporation | Online/Mail | $35 |
| Certificate Copy (optional) | Add-on | $8.75 |
Once filed, your business is legally dissolved in Florida. Keep a copy of the confirmation for your records.
Step 5: Notify Employees, Creditors, and Customers
Once your business is set to close, it’s your job to let people know, especially those directly affected.
Tell Your Employees
Give your team fair notice. If you have staff on payroll, Florida doesn’t require a specific timeline unless you meet federal WARN Act rules (100+ employees). Either way, be clear about:
- Their final workday
- Final paycheck date
- How benefits like health insurance or PTO will be handled
Put everything in writing and keep a record of all documents sent out.
Notify Creditors
Send a written notice to anyone your business owes money to. Include:
- Your business name and contact info
- That you’re closing the business
- A deadline for claims
- Instructions for where to send those claims
This helps prevent future legal issues and gives you a clean break.
Let Customers Know
Close out any active orders, subscriptions, or service agreements. A simple email or website notice will suffice. If they paid for future services or products, offer refunds or clear next steps. This protects your reputation after you’ve shut down.
Step 6: Settle Debts and Close Business Accounts
Settling debts is one of the most important parts of winding down.
Based on data from the Federal Reserve Bank of Atlanta, 41% of Florida small businesses reported that making debt or interest payments was a significant financial challenge when closing or downsizing. Prioritizing what you owe, and documenting each payment helps avoid long-term issues or disputes.
Pay Off Business Debts
Go through all outstanding balances:
- Credit cards
- Vendor invoices
- Loans
- Utility bills
If there’s not enough cash to cover everything, talk to creditors. Some may be willing to settle for less or work out a payment plan.
Document every payment or agreement as you may need proof later.
Cancel Contracts and Services
End things you will no longer need:
- Leases
- Insurance policies
- Subscriptions
- Software licenses
Check if there are penalties or notice periods. Cancel in writing and keep confirmations.
Close Bank and Credit Accounts
Once all payments clear, close your business bank accounts and credit lines. Don’t forget:
- Merchant accounts (like payment processors)
- Online banking access
- Automatic payments or deposits
Closing these prevents future charges and protects your identity.
Step 7: Handle Final Tax Filings
Your business isn’t officially closed until taxes are squared away. This includes federal, state, and local requirements.
File Your Final Federal Tax Return
Let the IRS know this is your last return:
- Mark the “final return” box on the form (Form 1065, 1120, or Schedule C, depending on your business type)
- Report all income and expenses up to your closing date
- Pay any taxes due
If you had employees, submit final payroll reports and W-2s.
Cancel Your EIN
Once the final return is filed, send the IRS a letter to cancel your Employer Identification Number (EIN). Include your full business name, EIN, and reason for closing.
Settle Florida Business Taxes
Florida doesn’t have a state income tax, but you may still owe:
- Sales tax (use Form DR-15)
- Reemployment (unemployment) tax
- Annual report fees (if not already paid)
Submit final returns and close your accounts with the Florida Department of Revenue.
Step 8: Cancel Licenses, Permits, and Registrations
Once your Florida business is closed, cancel any licenses or permits tied to it. This helps to avoid future fees.
State and Local Business Licenses
Start with any licenses or registrations issued by:
- The Florida Department of Business & Professional Regulation (DBPR)
- Your city or county business tax office
- Industry-specific agencies (contracting, health, hospitality, etc.)
Visit their websites or call to confirm how to cancel. Some may require written notice, while others have online forms.
Federal Licenses
If you had federal licenses (like alcohol or tobacco), notify the appropriate agency. Also, make sure to end your SAM registration if you ever worked with the federal government
Name Registrations and Trademarks
If you filed a DBA (“Doing Business As”) name or registered trademarks, contact:
- Florida Division of Corporations to cancel a fictitious name
- The U.S. Patent and Trademark Office for federal trademarks
Shutting down your business is only complete once all registrations are closed. Skipping this step could lead to renewal notices, fees, or legal issues long after you’re out.
Step 9: Distribute Remaining Assets
After debts and taxes are handled, divide what’s left. This includes cash, equipment, inventory, or property your Florida business still owns.
Follow Legal and Internal Guidelines
Use your operating agreement, partnership agreement, or bylaws to guide how assets should be split. If you don’t have one, Florida’s default laws apply:
- LLCs: Distribute to members based on ownership percentage
- Corporations: Pay shareholders based on stock class and holdings
- Partnerships: Follow the terms in your original agreement
Document everything to avoid disputes and for tax reporting.
Sell or Transfer Assets
If you’re not keeping physical assets, sell them. This could include:
- Office furniture or equipment
- Inventory
- Company vehicles
- Intellectual property (like domain names or branding)
Turn assets into cash, then divide it according to the agreement or law.
Step 10: Seeking Professional Assistance
Closing a business comes with legal and financial steps that can be easy to overlook. Getting support from the right people can keep things on track and help you avoid mistakes.
Legal and Financial Advisors
A business lawyer can:
- Review your documents to make sure the dissolution follows state law
- Prepare or double-check filings like your Articles of Dissolution
- Help you avoid personal liability or future disputes
An accountant can:
- Handle your final tax filings for both the IRS and the state
- Make sure payroll, sales tax, and income tax are reported correctly
- Help with closing your EIN and other accounts tied to your business
If your business has partners, employees, or unpaid debts, this kind of support is especially helpful.
Use State Resources
Florida offers free tools that guide you through each step:
- Sunbiz.org has the official forms to close your business
- The Florida Department of Revenue lets you close tax accounts online
- Local city or county websites often include info on canceling business licenses
These resources help you confirm you’ve done everything by the book, especially if you’re managing the process yourself.
Make Your Business Closure Clean, Legal, and Final
Closing a business is a major decision that involves more than just locking the doors. By following the right steps you can wrap things up cleanly and avoid future legal or financial headaches. Taking the time to do it properly protects your reputation and gives you a solid foundation for whatever comes next.
If you’re looking for help that’s clear, practical, and actually saves you time, KEW Legal® is ready. We cut through the noise and handle the legal side so you can focus on what’s next. Reach out to us and let’s get it done right.
