How Much Does It Cost to Dissolve an LLC in Florida?

Dissolving a Florida LLC costs a state filing fee plus whatever it takes to settle the company’s debts, taxes, and open obligations. Attorney fees are a separate piece that depends on the facts. No single price fits every LLC, so the true total is known only after the company’s records are reviewed.

This guide explains each cost, what drives it, and what to check before you file. KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. The firm works with business owners and investors across Miami-Dade and South Florida.

The short answer: what dissolving a Florida LLC costs

The total has three parts: state filing fees, obligations you must settle first, and attorney fees if you use legal help.

• State fees: set by the Florida Division of Corporations.
• Obligations: unpaid annual reports, penalties, tax filings, debts, and lease or vendor balances.
• Attorney fees: based on how much work your facts require.

Several facts move the total. These include whether members agree, whether the company owes debts or has a lease, whether it has employees, and what the operating agreement says about the process. An LLC with agreeing members and no open debts usually has fewer steps than one with a lender’s consent requirement.

Under Fla. Stat. § 605.0701, an LLC is dissolved when certain events occur. One is the consent of all members. Another is an event the operating agreement names.

Florida state filing fees and deadlines

The state fee to file articles of dissolution is set by the Florida Division of Corporations. Check the current amount before you file. The Division’s LLC dissolution filing page explains the procedure and fee.

The fee schedule in § 605.0213 lists $50 for an annual report and $100 for reinstatement after dissolution. Section 605.0213 includes a fee for filing articles of dissolution. Confirm the figure with the Division at filing.

Annual reports are a common blind spot. Under § 605.0212, reports are due between January 1 and May 1 each year. An LLC that fails to file a compliant report may not maintain or defend a court action in Florida until the report and all fees and penalties are paid.

Missed reports can also lead to administrative dissolution. Under § 605.0714, that can happen on the fourth Friday in September, after notice.

Costs that come before and after the state filing

Most of the real cost in a wind-down comes from obligations, not the state fee. Check these items first:

• Unpaid annual reports and penalties
• Final federal and Florida tax filings
• Payroll and sales tax accounts that need closing
• Vendor, lender, and equipment balances
• Lease termination terms
• Employee final pay and benefit obligations

A dissolved LLC still has duties. Under § 605.0709, it must wind up, discharge or provide for its debts, and then distribute what remains.

Distributions have limits. Under § 605.0405, an LLC may not make a distribution it could not afford to pay its debts from. A member who consents to an improper distribution may owe the excess back to the company under § 605.0406. That action is barred unless brought within 2 years after the distribution.

Tax results depend on how the LLC is classified for tax purposes. Tax questions may need to go to a tax professional. Keep records of final distributions and closed accounts, since lenders or other parties may ask for them later.

How attorney fees are set for an LLC dissolution

Attorney fees depend on the work your facts require. No fixed figure applies to every LLC.

These factors tend to add work:

• Disagreement between members
• Lender or landlord consent requirements
• Pending litigation
• Employee issues
• Complex asset distribution

Before work begins, the fee is discussed with you.

The first consultation is free, confidential, and carries no obligation to continue. That is the place to talk through your numbers and your open items.

The dissolution process, step by step

A Florida LLC dissolves in stages. The steps below are typical, and your order may differ.

1. Review the operating agreement. Confirm which vote or written consent is required from members or managers.
2. Approve the dissolution. If all members consent, the LLC dissolves under § 605.0701. Document the decision.
3. Wind up the company. Collect assets, settle or provide for debts, and address contracts, leases, and employees.
4. File articles of dissolution. File with the Florida Division of Corporations and pay the state fee.
5. Close related accounts. File final tax returns, close payroll and sales tax accounts, and cancel licenses or registrations where they apply.
6. Distribute remaining assets. Distribute according to the operating agreement and Florida law, then file a statement of termination if winding up is complete.

Timing depends on the number of obligations and whether members agree. No completion date can be promised.

Why business owners work with KEW Legal on an LLC wind-down

KEW Legal focuses on business law for owners and investors in Miami-Dade and South Florida. The firm handles LLC wind-downs as part of its outside general counsel and business succession work.

Kristina E. Wilson is the lawyer responsible for this page and for the firm’s business matters. The firm has offices in Coral Gables and Sunny Isles Beach. Support staff handle administrative matters.

The firm’s work covers:

• Partnership and member disputes, which can delay or block a dissolution
• Business contract and vendor disagreements
• Commercial lease issues
• Employee matters
• Business succession and exit planning

Raising a member dispute early can keep the wind-down on track.

Frequently asked questions about dissolving a Florida LLC