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How to Dissolve a Florida LLC

Each year, entrepreneurs all across Florida must accept the fact that their LLC has not been successful. Whether this has been due to market changes or other reasons, they will need to know how to handle the process. Are you in this position of needing to dissolve an LLC in Florida, and if so, do you need a guide on the steps you need to take?

This article will offer the information you need to start this undertaking, as well as advice on how to make the whole process as smooth as possible.

What You Need Before Starting

Before you begin dissolving your Florida LLC, you will need to gather together all the LLC’s operational documents. This is an expansive set of data, so take care that you at least gather together the following:

  • The articles of organization as registered with Florida
  • The company’s operating agreement
  • Owner and manager list for the LLC
  • Meeting minutes from major decisions
  • Licenses and permits the LLC owns
  • Full financial records for the business
  • Any contracts the company has sighed
  • Documents related to IP the LLC has the rights to
  • Business insurance documents
  • Annual reports

With all this information, you can move forward with everything on hand you will need to follow the correct processes. Also, if any steps need documentation, you will have it on hand.

Consult With a Legal Expert

Knowing how to dissolve an LLC means ensuring you take all the right steps and protect yourself at each stage. By consulting with a professional, you can get advice on your specific situation. They can also review any documents you put together, covering you in case things do not go as smoothly as you hoped.

An expert in how to dissolve an LLC in Florida can also discuss potential legal issues you may face, as well as how to get ahead of them.

Inform the Stakeholders

Contact everyone with a stake in the company and inform them of this intention as soon as you are certain it is the step you must take. Ensure this is in a recordable format, such as an email. This will ensure you protect yourself in case any stakeholder is unhappy with the decision.

Vote on the Dissolution

The first step in the official LLC dissolution process would be to gather all members of the business together for an official vote. Before this, nothing is set in stone.

When you meet, present and discuss all the reasons for taking this step, and also make sure everyone is aware of the implications of what it means. They need to be voting from a position of knowledge.

Document Everything

Due to the importance of this decision, ensure you keep detailed records of this meeting. Make sure these documents comply with Florida’s guidelines on LLC documentation, and store them in a safe place afterward.

You should also ensure you have the written consensus of any vote cast. This can come in the form of a signature, which you can then use for legal purposes.

Settle Outstanding Debts

This is an essential step before you close the LLC to avoid litigation. First, you should make a complete list of all your unpaid debts, prioritizing the most important ones. You should then pay any you can, as well as communicate openly and honestly with those you cannot.

A business legal consultant can often provide advice on sending dissolution notices to creditors. They may even be able to take this step for you and take over all official communications.

What If You Cannot Afford It?

If you are unable to fulfill all the debts, attempt to negotiate with each creditor. They may either forgive the debt or discuss terms of repayment with you.

Whatever happens, understand that failure to pay may lead to litigation, though. If there is still a problem after this, you may need to look into filing for bankruptcy.

File With the Florida Division of Corporations

Your next step is to pass the official dissolution documents through Florida’s state business division. The division has instructions available on its website for how you can do this online.

It is not comprehensive and only runs through the minimum legal steps necessary to dissolve your business. As such, ensuring you have all other legal or contractual requirements covered is your responsibility alone.

What Fees Must You Pay To Dissolve An LLC?

There is a single payment of $25 for filing articles of dissolution. If you are filing online, you can pay these with a credit card, debit card, or a prepaid SunBiz E-File account.

If you want a certificate to show the status of the company, this will cost an additional $5. Should you need a certified copy of the articles, this will cost an extra $30.

Close All Business Accounts

Make sure that you close your bank accounts as you settle them, then inform utilities and service providers of the change. There may be charges you will need to pay if you close accounts early, especially for utilities.

Also, ensure all subscriptions or recurring payments are stopped when you no longer need them. This includes direct debits. This gives you more control over your finances.

File the LLC’s Final Tax Returns

Collect all your financial statements and ensure you understand what your obligations are when filing a final return. You should then separate your operations tax from any dissolution tax and file them both with the Florida Department of Revenue.

If you are unsure how to do this, make sure to work with a Florida-based tax professional who can make sure you fulfill all your tax obligations.

Need Help to Dissolve an LLC in Florida?

This article should have covered most of the main steps you will need to dissolve an LLC in Florida. Despite this, every situation is unique and you may need more help moving forward.

To help with this, here at Boyer Law Firm we offer expert advice that can ensure you come out on the other side in the best possible position. So, make an appointment today to learn more about what we can do for you.

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