Closing a limited liability company (LLC) in Florida is a crucial process as it involves several mandatory steps to comply with the law. The dissolution of a Florida LLC can be broken down into key phases: determining the appropriateness of dissolution, settling outstanding obligations, and filing articles of dissolution.
If you want to know, how do you shut down an LLC, then this comprehensive overview will be your roadmap to successfully dissolve an LLC in the Sunshine State.
Steps To Shut Down An LLC In Florida
Let us start with this guide, so you can gain the knowledge and confidence required for a successful dissolution of your Florida LLC
Step 1: Initiating The Dissolution Process For Your Florida LLC
The first crucial phase in dissolving an LLC in Florida revolves around triggering the dissolution process.
Even though it is not mandatory by law, in Florida, the majority of LLCs operate under an operating agreement. Essentially, the operating agreement functions as a binding document that outlines how the LLC will be managed and, importantly, the circumstances under which dissolution should take place.
However, in cases where there is no operating agreement, the Florida Revised Limited Liability Company Act provides these options for dissolution:
- Unanimous Consent: If all members of the LLC unanimously agree to dissolve it.
- No Remaining Member: If a continuous period of 90 days passes during which the LLC has no remaining member.
- Judicial Dissolution: If a court issues a decree for the judicial dissolution of the LLC.
- Administrative Dissolution: If the Florida Department of Corporations (DOC) files a statement for administrative dissolution, typically arising from the LLC’s failure to provide annual reports or pay required fees.
Step 2: Resolving The Financial Obligations And Other Commitments Of The LLC
It is common to encounter outstanding debts and obligations when shutting down an LLC. Under Florida law, LLCs must adhere to a prescribed asset distribution order during the winding-up process.
The LLC must allocate its assets to fulfill its commitments to creditors. This may encompass outstanding taxes. Creditors can encompass external entities to whom the LLC owes debts, as well as members who have provided personal loans to the company.
Step 3: Disbursing Residual Assets To LLC Members
After settling all obligations to creditors, the remaining assets must be distributed in a specific order according to Florida law:
- Initially, they should go to interest holders who have outstanding contributions yet to be returned.
- Subsequently, distributions are made to both current and dissociated members, proportionate to their respective contributions.
Step 4: If Required, Finalize Any Out-of-State Business Registrations
If your LLC operates in multiple states, it is essential to diligently conclude foreign registrations as part of the Florida LLC shutting down procedure.
It’s important to note that each state manages foreign business entities in its own unique manner, so it’s imperative to review the specific regulations of each state for detailed guidance.
Step 5: Submit The Articles Of Dissolution
We have now arrived at the final phase of shutting down an LLC. This step entails the submission of the articles of dissolution to the Florida Department of Corporations (DOC). Florida offers the convenience of online or paper filing, with an associated fee of $25, and potential additional charges for certified documents.
Get The Help You Need To Shut Down An LLC In Florida
We are a seasoned full-service law firm that is willing to assist you every step of the way if you are looking to shut down an LLC in Florida. Contact us today at (305) 921-0976, [email protected], or WhatsApp +1 (305) 921-0976 to schedule an initial consultation.
