How to Dissolve an LLC in Florida: Sunbiz Forms and Fees

How dissolving a Florida LLC works

Florida runs the whole filing through Sunbiz, the Division of Corporations site. Once filed, Articles of Dissolution voluntarily dissolve the LLC and the entity no longer exists on the state's records (Sunbiz). Under section 605.0707, the company then stops conducting business and continues only to wind up its affairs (Florida Statutes).

Florida does not make you obtain a tax clearance letter before filing, which is why the Sunbiz step can come early. The work is in the sequence around it: settling with creditors, closing Department of Revenue accounts and keeping the annual report from going late. For the federal steps every LLC shares, see how to dissolve an LLC.

Steps to close an LLC in Florida

A practical order for a Florida LLC with customers, staff or a sales tax account:

• Record the members' decision to dissolve as the operating agreement requires.
• Decide the timing: Sunbiz says a business that has closed does not need to file the annual report, so dissolving before May 1 avoids the report fee and the $400 late fee that applies after that date.
• File Articles of Dissolution on Sunbiz ($25) and download the image once it posts (Sunbiz).
• Send known creditors written notice of the dissolution with a claims deadline of at least 120 days (section 605.0711).
• Cancel Department of Revenue accounts and file final returns within 15 days (Florida Department of Revenue).
• File final federal returns, pay final wages and close the EIN account.

Filing Florida Articles of Dissolution on Sunbiz

The Sunbiz dissolution page offers the corporation and LLC articles online or as PDF forms, along with the foreign entity withdrawal (Sunbiz). Online filings are paid by credit or debit card or a prepaid Sunbiz E-File Account. If you prefer paper, print the PDF and mail it with a check or money order; card payments must use the online form (Sunbiz).

The online form meets the minimum statutory requirements, and the Division recommends that legal counsel review documents before submission. A certificate of status showing the LLC is no longer active ($5) and a certified copy ($30) are optional. Allow 2 to 3 business days for the dissolution to post on Sunbiz.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Florida Division of Corporations: e-file LLC articles of dissolution

Florida Department of Revenue accounts to close

Florida's Department of Revenue administers sales and use tax, corporate income tax and reemployment tax, and one account change request lists them all (Florida Department of Revenue). Choose "Cancel" for each account with the effective date of closing. The Department's rule is direct: if you inactivate or cancel an account, the final return and any tax due are owed within 15 days of the closing date, covering the period from your last return to that date.

Points that trip up Florida owners:

• Reemployment tax is a Department of Revenue account in Florida, not a separate labor agency account, so close it on the same request.
• For corporate income tax, the request asks for the last day of the final taxable year you were required to file in Florida as the effective date (Florida Department of Revenue).
• Federal returns follow the LLC's tax classification, and the IRS needs every return filed before it closes the account (IRS).

Dissolving a Florida corporation

A Florida corporation follows the same Sunbiz route with corporate fees. Articles of Dissolution for a profit corporation cost $35 online or by mail (Sunbiz), and dissolution and withdrawal for corporations are both listed at $35 on the corporate fee schedule (corporate fees). The corporation then winds up, files its final Florida corporate income tax return and closes its Department of Revenue accounts.

Federally, a corporation files Form 966 when it adopts the plan of dissolution and checks the final return box on its last income tax return (IRS). More detail is in how to dissolve a corporation.

Administrative dissolution and reinstatement in Florida

Many Florida LLCs end up dissolved by the state rather than by their owners. Annual reports are due by May 1, with a $400 late fee afterwards, and must be filed by the third Friday in September to avoid administrative dissolution (Sunbiz). Section 605.0714 then has the dissolution occur on the fourth Friday in September (Florida Statutes). The LLC annual report itself is $138.75, rising to $538.75 after May 1 (LLC fees).

Administrative dissolution is not a clean close. The company still has debts and records to wind up, and a reinstatement can be filed at any time afterwards (section 605.0715), returning the entity to active status (Sunbiz). That costs $100 for an LLC plus every missed annual report fee, or $600 plus reports for a profit corporation. Filing the $25 Articles of Dissolution is cheaper and leaves a record that the members chose to close.

Foreign LLCs registered in Florida

An LLC formed in Delaware or another state that registered to do business in Florida withdraws through Sunbiz: $25 for a foreign LLC and $35 for a foreign corporation (Sunbiz). File the withdrawal before the next annual report comes due, or Florida will expect that report and fee. The home-state dissolution is separate; for a Delaware entity see dissolving a Delaware LLC.

Florida records to keep, and exporting them

Keep the filed articles, the creditor notices with proof of delivery, final Department of Revenue returns and payroll records. The IRS asks employers to keep employment tax records for at least 4 years after the tax was due or paid (IRS). Florida's known-claims notice only protects the company if you can show it went out with a deadline of at least 120 days.

Before cancelling point-of-sale, scheduling or helpdesk software, pull full exports: once the Sunbiz record says dissolved, nobody at the company may still have admin access six months later. See export company records before closing and our closing a business checklist.

What a closing Florida business holds besides its assets

Service businesses, clinics, contractors and online sellers in Florida often keep years of work orders, customer conversations and procedures. AI developers license records like these when they can be de-identified and the company has the right to share them. It is worth a check before the files are deleted; selling company data after closing covers the basics.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.