Corporate Dissolution in Florida
A Florida Notice of corporate dissolution is a legal document that notifies the state that a corporation intends to cease operations and dissolve. The notice is filed with the Florida Department of State’s Division of Corporations. By law, the notice must include certain information such as the corporation’s federal employer identification number, the document number of the original articles of incorporation, the date dissolution was authorized, and the effective date of the corporation’s dissolution. The notice provides a record that the corporation followed proper procedures to wind up its business.
Types of Corporate Dissolution
- Voluntary dissolution
- Administrative dissolution
- Judicial dissolution
Corporations that have not started doing business or issued shares can be dissolved by the majority of its incorporators or its initial directors.
Procedures for LLC Dissolution in Florida
After a Florida LLC has been administratively dissolved, it can still be reinstated and regain its authority to conduct business in the state at any time after the date of dissolution. To reinstate a Florida LLC, you must file a Limited Liability Company Reinstatement with the Division of Corporations.
To dissolve an LLC voluntarily in Florida, you need to submit a cover letter and articles of Dissolution for a Limited Liability Company (LLC) forms to the state Department by sending mail or in person, together with the filing fee. Once an LLC has been dissolved, it cannot handle any business unless it’s a winding-up business affair. It costs $25 to submit the Articles of Dissolution to the Florida Secretary of State.
A key step in dissolving a Florida LLC is filing final tax returns and obtaining tax clearance to satisfy all taxes and penalties owed to various government agencies. Meticulously documenting each step of the dissolution process, including asset distribution and the closure of all accounts and licenses, is crucial for legal and tax purposes.
In Florida, you can only give notice to creditors after you’ve officially dissolved. But the good news is that Florida allows you to file a Notice of LLC Dissolution alongside your Articles of Dissolution, which fulfills this requirement.
If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. Distribute assets to members.
Dissolution of an LLC is the termination of a limited liability company’s legal existence.