If you want to know how to dissolve a Florida LLC, you are at the right place. The process of dissolving an LLC is complex and involves many steps. It requires a strategic approach and the expertise of a professional legal team. It’s a completely legal process that’s required for a business to close its doors. There are laws that govern the dissolution process. If you decide to dissolve your Florida LLC, there are several things you will need to do.
How to Dissolve a Florida LLC: A Step-By-Step GuideBefore you dissolve an LLC, there are several things you should consider. If you fail to do so, your dissolution request may be denied or delayed, which can hurt your business. In other words, this is the time to be careful. Before you file the Articles of Dissolution with the Florida DOC, there are several things you should know. Here is how to dissolve Florida LLC in 6 simple steps.
1. Florida LLC Operating AgreementYour operating agreement, which you can download online, contains the details of your LLC’s governing structure. If you don’t have an operating agreement, you can download one for free from the website of the Florida Department of State. A typical Florida LLC operating agreement will include provisions for how the company will be dissolved. For example, it may set forth that the company will be dissolved on a certain date, or that it will cease to exist when a certain event occurs. The operating agreement contains the details of the LLC’s organization or your LLC’s structure. The documents that you need to sign include your LLC’s Articles of Organization, the Articles of Organization for Your LLC’s members, and the Operating Agreement for Your LLC.
2. LLC Outstanding Debt and Other LiabilitiesAs a legal entity, Florida LLCs should pay debts. If the LLC has debts, they need to be paid. If the LLC’s former members have a claim against the LLC, they should be paid. For those LLCs which have operating agreements, the operating agreement usually addresses how the company’s debts should be paid. For those LLCs which do not have an operating agreement, the Florida Revised Limited Liability Company Act provides some default options.
3. Put an End to Your Company’s Tax AffairsIf your LLC is still operating, you will need to close the business tax accounts. If you owe any taxes, these accounts will need to be settled. If your LLC is closing, you will need to pay any back taxes. If you are unsure what to do, you should speak with your accountant, tax attorney, or business attorney.
4. File Florida LLC Articles of DissolutionOnce your business tax accounts are closed, it is time to dissolve your LLC. This step is simple: all you need to do is file Articles of Dissolution with the Florida Secretary of State.
5. Distribution of Leftover LLC Assets to MembersFlorida LLC members are entitled to a distribution of remaining assets in a particular order. If there is not enough cash to pay all claims, this distribution must be equally shared among the members. For certain LLCs, this distribution is ordered by the operating agreement. For others, it is based on the date of dissolution. Depending on the circumstances, you may be able to settle your claims as part of the distribution. If this is the case, you should work with GoodBye Startup to ensure you are not violating any of the conditions of the settlement.
6. File Required DocumentsProvide the final LLC documents to the Secretary of State. Be sure to file those documents at the same time that you file a certificate of dissolution. The Secretary of State will not accept the dissolution certificate until it is accompanied by the required documents. The dissolution certificate will only be official once all required paperwork has been filed. You should also decide on the distribution of remaining assets and complete any tax returns for the LLC. After the LLC has been officially dissolved, there will be no more LLC documents required.
Registrations from Outside the StateIf your LLC is properly registered in another state, you may need to make filings in that state(s) too. Certain states require that you provide information to the state regarding the dissolution. For example, in some states, if LLCs are properly registered in another state, you must state that dissolution in the other state. In addition, if you are engaged in the activity of your LLC in another state, you may need to regain that license. This is often referred to as “residency” in that state. For more information, contact the appropriate state agency.
Here’s How GoodBye Startup Can Make It Easier For You to Dissolve a Florida LLCYou may find the process of dissolving Florida LLC to be difficult and time-consuming. If you don’t have somebody who can help you with this process, you can contact GoodBye Startup. Goodbye Startup specialists assist business owners in dissolving their limited liability companies. You can work with GoodBye Startup to create a tailored dissolution plan that will walk you through the entire Florida LLC dissolution process. Click here to know what business owners say about GoodBye Startup.
How to Dissolve a Florida LLC: FAQs
What happens when you dissolve an LLC in Florida?The Florida limited liability company will be voluntarily dissolved using Articles of Dissolution. The entity will cease to exist once the paperwork is submitted. The online filing form is simple and fulfills the minimal filing standards set out in Section 605.0707, Florida Statutes.
How long does it take to dissolve LLC Florida?Paper filings should be processed within a week, whereas online submissions should be processed within two to three days. On-demand, expedited processing is available. You will get a letter of appreciation in the mail after the filing is complete. Others will be permitted to use your LLC name 120 days after it is dissolved.
Can one partner dissolve an LLC in Florida?Most partnership agreements have dissolution clauses that require all or a majority of partners to approve before the partnership may be dissolved. In such a circumstance, all partners should vote on a resolution to terminate the partnership.
Who is liable for LLC debt?People create LLCs primarily to minimize personal accountability for the debts of a firm in which they own or are engaged. By establishing an LLC, the owners and management of the company are shielded from liability for any obligations or liabilities caused by the company.
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