How to Close or Dissolve an LLC in Florida: Forms, Fees & Process

1. What Does It Mean to Close or Dissolve an LLC in Florida?

Closing or dissolving an LLC in Florida is the formal legal process of ending a limited liability company’s existence after dissolution filings are approved by the Florida Division of Corporations. Until approval occurs, the LLC may still appear active in state records.

Dissolution generally involves filing Articles of Dissolution, winding down operations, settling liabilities, and completing final federal and Florida tax filings. Florida does not impose franchise taxes or require tax clearance before closure.

2. When Should You Close or Dissolve a Florida LLC?

You should close or dissolve a Florida LLC when the business is no longer operating, has stopped generating income, or has fulfilled its original purpose. Formally dissolving the LLC ensures the state does not continue to treat the company as active and helps prevent future annual reporting requirements, administrative fees, or compliance notices related to the business.

Common situations where dissolving a Florida LLC is appropriate

1. Business inactivity: the LLC has ceased operations and is no longer conducting business in Florida or elsewhere
2. Member decision: the LLC’s members have formally agreed to permanently close the company in accordance with the operating agreement or Florida law
3. Business restructuring: the LLC is merging, converting to a different entity type, or transitioning to a new business structure
4. Inability to continue operations: loss of required licenses, contracts, funding, or overall business viability
5. Proactive closure: formally ending the LLC to stop future Florida annual report obligations and avoid ongoing administrative or compliance issues

3. Things to Do Before Dissolving an LLC in Florida

Before closing or dissolving an LLC in Florida, it’s important to complete several preparatory steps to ensure the dissolution is effective and does not leave unresolved obligations behind. Proper preparation helps avoid delays, incomplete wind-downs, or continued administrative and compliance exposure after the LLC is closed with the Florida Secretary of State, Division of Corporations. While Florida does not require tax clearance before dissolution, any remaining state and federal tax matters should be addressed separately.

Pre-dissolution checklist

1. Review the operating agreement: confirm member approval requirements, voting thresholds, and any dissolution procedures required under the LLC’s governing documents or Florida law
2. Approve and document the dissolution: obtain formal member consent and record the decision in writing through resolutions or meeting minutes for legal and record-keeping purposes
3. Settle outstanding debts and liabilities: pay, resolve, or make provisions for obligations owed to vendors, lenders, employees, and service providers before closing the business
4. Wind down business operations: complete open contracts, notify customers or clients, cancel subscriptions, and prepare to close business bank accounts
5. Review Florida tax accounts (if applicable): ensure any registered Florida tax accounts—such as sales tax or reemployment tax—are properly filed, paid, and closed with the appropriate tax authorities. Florida does not impose an LLC-level franchise tax.
6. Review federal tax status: confirm all federal tax filings tied to the LLC’s EIN are current and determine whether any final federal returns or employment tax filings are required
7. Assess federal BOI reporting obligations (if applicable): determine whether a final Beneficial Ownership Information (BOI) update is required based on ownership or control changes prior to dissolution
8. Prepare and retain final records: organize financial statements, tax filings, member approvals, and dissolution-related documents for future reference, verification, or audit purposes

Completing these steps before filing Articles of Dissolution with the Florida Secretary of State, Division of Corporations helps ensure the LLC is properly closed and reduces the risk of post-dissolution administrative, legal, or tax-related issues.

4. Step-by-Step: How to Close or Dissolve an LLC in Florida

Closing or dissolving an LLC in Florida involves formally ending the company’s legal existence with the Florida Secretary of State, Division of Corporations and properly winding down the business. Florida does not require tax clearance before dissolution. However, any outstanding federal tax obligations and any registered Florida tax accounts should be resolved separately to avoid future notices or compliance issues.

1. Approve the dissolution: obtain member approval in accordance with the LLC’s operating agreement or, if none exists, Florida law, and document the decision in writing through resolutions or meeting minutes
2. Wind down business affairs: settle outstanding debts, resolve or terminate contracts, notify customers or clients as appropriate, and cease ongoing business operations
3. Resolve Florida and federal tax matters (if applicable): ensure all required federal tax filings tied to the LLC’s EIN are current. If the LLC is registered for Florida taxes—such as sales tax or reemployment tax—file any required final returns and close those tax accounts with the appropriate authorities. Florida does not impose an LLC-level franchise tax.
4. Prepare the Articles of Dissolution: Florida LLCs are dissolved by filing Articles of Dissolution with the Florida Secretary of State. This document formally terminates the LLC’s legal existence in the state
5. File the Articles of Dissolution: submit the Articles of Dissolution through the Florida Secretary of State’s online filing system or by mail. The standard state filing fee to dissolve a Florida LLC is $25. Online filings are typically processed the same day or within one to three business days
6. Confirm the LLC is officially dissolved: retain proof of filing and verify the LLC’s status shows “Inactive” or “Dissolved” in Florida Secretary of State records, confirming the company is no longer active

5. DIY vs Professional LLC Dissolution Services

Florida LLC owners can either handle the dissolution process themselves or use professional assistance. While Florida’s filing process is relatively straightforward, the right option depends on the LLC’s ownership structure, outstanding obligations, and the risk of unresolved compliance, tax account, or post-closure issues.

What typically increases Florida LLC dissolution complexity?

1. Multiple members or unresolved ownership interests
2. Outstanding debts, contracts, or contingent liabilities
3. Open Florida tax accounts (such as sales tax or reemployment tax) or unresolved federal tax matters

Why many owners choose professional dissolution support

1. Reduced risk of missed steps, incorrect sequencing, or incomplete wind-down
2. Clear guidance on Florida-specific requirements, including filing Articles of Dissolution
3. Greater confidence that the LLC is fully closed and no longer subject to annual report obligations, administrative fees, or post-closure complications

6. Filing Fees, Processing Time, and Approval Timeline

Understanding filing fees and processing timelines helps set realistic expectations when closing or dissolving an LLC in Florida. While the dissolution filing itself is relatively fast, the overall timeline depends on how quickly documents are submitted, accepted, and whether any remaining federal or Florida compliance matters are addressed separately.

Florida LLC dissolution filing fee

Florida charges a $25 state filing fee to dissolve an LLC. Dissolution is completed by filing Articles of Dissolution with the Florida Secretary of State, Division of Corporations. Florida does not impose an LLC-level franchise tax and does not require tax clearance from the Florida Department of Revenue prior to filing.

Processing time

Articles of Dissolution filed online are typically processed the same day or within one to three business days, provided the filing is completed correctly. Mailed filings may take longer depending on volume. Expedited processing options may be available for an additional fee if faster confirmation is needed.

When the LLC is officially dissolved

A Florida LLC is considered officially dissolved once the Florida Secretary of State accepts and records the Articles of Dissolution. At that point, the LLC’s status in state records will show as “Inactive” or “Dissolved”, and the LLC is no longer considered an active Florida business entity.

Post-approval considerations

After dissolution is approved, retain copies of the filed Articles of Dissolution and the acceptance confirmation from the Florida Secretary of State. These documents may be required for future tax matters, banking closures, contract terminations, audits, or legal verification.

If you prefer assistance with document preparation, filing coordination, or compliance review, FormLLC can help ensure your Florida LLC dissolution is completed accurately and without unnecessary delays or administrative issues.

7. Final Tax Filings and Compliance Before Dissolution

• Confirm Florida annual report compliance: Florida does not impose an LLC-level franchise tax. However, ensure all required Florida Annual Reports have been filed through the year of dissolution to avoid administrative dissolution, late fees, or reinstatement issues.
• File final Florida tax returns (if applicable): submit any required final Florida tax filings through the Florida Department of Revenue, such as sales tax or reemployment tax returns, and clearly mark them as final where applicable. Not all LLCs owe Florida taxes, but any registered tax accounts must be properly closed.
• Complete final federal tax filings: file all required federal returns associated with the LLC’s EIN, including final income, partnership, S corporation, or employment tax filings, depending on how the LLC is classified for federal tax purposes.
• Resolve outstanding state tax obligations (if any): pay any unpaid Florida state taxes tied to registered accounts—such as sales tax or reemployment tax—along with any applicable penalties or interest.
• Close Florida tax accounts: formally close or update any active Florida Department of Revenue accounts associated with the LLC, including sales tax permits or employer withholding registrations, if applicable.
• Cancel licenses and permits: terminate any Florida state, county, or local licenses, permits, or registrations connected to the business to prevent future renewal notices or fees.
• Retain compliance records: keep copies of final federal and Florida tax filings, confirmation of closed tax accounts, and the filed Articles of Dissolution for future reference, verification, or audit purposes.

8. What Happens If You Don’t Properly Dissolve an LLC in Florida?

Simply stopping business operations does not legally close an LLC in Florida. If Articles of Dissolution are not filed and accepted by the Florida Secretary of State, Division of Corporations, the LLC may continue to be listed as an active entity in state records, even if the business is no longer operating.

• Continued active or administratively dissolved status: Without filed Articles of Dissolution, the LLC may remain listed as active or be administratively dissolved for failure to file required Florida annual reports. Administrative dissolution does not fully close the LLC.
• Ongoing annual report obligations: Florida requires LLCs to file an annual report each year. If the LLC is not formally dissolved, annual report filing requirements and late fees may continue to apply until the entity is properly closed.
• Administrative dissolution does not eliminate obligations: An LLC that is administratively dissolved is not legally terminated and may still be responsible for outstanding debts, contracts, and unresolved tax accounts.
• Member liability exposure: Unresolved contracts, creditor claims, or incomplete wind-down activities can create ongoing legal or financial risks for LLC members after business operations cease.
• Future filing complications: An improperly closed LLC can complicate future reinstatements, dissolutions, or new entity registrations in Florida and may require additional filings, fees, or corrective actions before approval.

9. Closing a Foreign LLC Registered in Florida

What is a foreign LLC?

A foreign LLC is a limited liability company that was formed in another U.S. state or jurisdiction but registered to conduct business in Florida. If a foreign LLC no longer conducts business or has ceased operations in Florida, it must formally withdraw its registration with the state to end Florida-specific compliance and reporting obligations.

Withdrawal vs. dissolution

Withdrawing a foreign LLC from Florida does not dissolve the company in its home state. Instead, the LLC must file an Application by Foreign LLC for Withdrawal with the Florida Secretary of State, Division of Corporations. Any dissolution or permanent closure of the LLC itself must be completed separately in accordance with the laws of the state or jurisdiction where the LLC was originally formed.

Common requirements to withdraw a foreign LLC from Florida

• File an Application by Foreign LLC for Withdrawal with the Florida Secretary of State
• Ensure all required Florida Annual Reports have been filed through the year of withdrawal, if applicable
• Resolve any outstanding Florida tax obligations tied to registered accounts—such as sales tax or reemployment tax—through the Florida Department of Revenue, if applicable
• Confirm the LLC’s status in its home state remains active, withdrawn, or properly dissolved, as required under that jurisdiction’s laws

After withdrawal is approved

• The foreign LLC is no longer authorized to conduct business in Florida
• Florida Secretary of State registration and annual reporting obligations end
• Proof of withdrawal should be retained for tax records, banking matters, audits, and future registrations

10. Conclusion

Closing or dissolving an LLC in Florida is an important legal step to formally end your business and prevent ongoing administrative or compliance obligations. Simply stopping operations is not enough—an LLC remains active in Florida state records until it is properly dissolved with the Florida Secretary of State, Division of Corporations.

By following the correct process, filing Articles of Dissolution, completing the required wind-down steps, and addressing any remaining federal or Florida compliance matters, LLC owners can close their businesses with confidence. If you prefer guided support, FormLLC can help ensure your Florida LLC is closed correctly and without unnecessary delays or future compliance issues.