How to Dissolve an LLC in Florida — 2026 Filing Guide

Required?

Yes

Who can serve

Florida LLCs must maintain a registered agent with a Florida street address until the Division of Corporations accepts the Articles of Dissolution. Florida Statute § 605.0112 requires a registered agent at all times while the LLC is active — including during the winding-up period.

Can I serve myself?

Yes

Commercial RA cost

~$100/yr

Cancel your commercial RA subscription immediately after Sunbiz confirms acceptance of the Articles of Dissolution. RA services do not auto-cancel — get written confirmation of cancellation from your RA provider to stop billing.

Renewing or switching? Compare standalone registered agent services — Northwest, Harbor Compliance, Registered Agents Inc., InCorp, and more.

1. Check your LLC's status on Sunbiz and determine the correct dissolution path Go to search.sunbiz.org and search for your LLC by name or document number. Check the 'Status' field: 'Active' means you can file Articles of Dissolution directly (proceed to Step 2). 'Administrative Dissolution' means the Florida Division of Corporations has already dissolved your LLC for failure to file the annual report — in this case, you must decide whether to reinstate and then dissolve (cleanest approach) or leave the LLC in administratively dissolved status (quicker but messier). For LLCs in administrative dissolution for fewer than 3 years, reinstatement followed by voluntary dissolution is the recommended path. For LLCs dissolved for many years with no assets and no creditors, leaving it administratively dissolved may be acceptable — consult an attorney.
2. Hold a member vote to dissolve per your Operating Agreement or Florida LLC Act § 605.0707 Convene a member meeting and vote on dissolution. Florida LLC Act § 605.0707 requires consent by a majority of members by voting interest unless the operating agreement specifies a different threshold (many Florida OAs require unanimity or a supermajority). Document the vote in a signed written resolution or unanimous written consent. Record the date of the vote — this becomes the 'known date of dissolution' required on the Articles of Dissolution form. Keep the resolution in the LLC's permanent records.
3. Wind up the LLC's affairs: notify creditors, liquidate assets, pay debts Under Florida LLC Act §§ 605.0709–605.0713, winding up involves: (1) Notifying all known creditors in writing of the LLC's dissolution and providing a 90-day deadline to submit claims — this is a formal 'known claimant' notice under § 605.0709 that, when followed properly, bars late claims after the deadline. (2) Collecting all outstanding receivables. (3) Paying or making adequate provision for all known debts, liabilities, and obligations — vendor invoices, lease obligations, employee wages, and pending legal claims. (4) Liquidating remaining LLC assets (selling equipment, IP, inventory). (5) Distributing remaining funds to members in proportion to their membership interests per the operating agreement or Florida LLC Act defaults. Document every step.
4. File Articles of Dissolution with the Florida Division of Corporations File Articles of Dissolution through Sunbiz at dos.myflorida.com/sunbiz ($25 fee). The Articles require: the LLC's legal name, the LLC's Sunbiz document number (found on search.sunbiz.org), the 'known date of dissolution' (the member vote date from Step 2), and the signature of an authorized representative. Standard online processing: 2–5 business days. Expedited processing is not typically available for dissolutions through Sunbiz — mail processing takes longer (2–4 weeks). No tax clearance from the Florida Department of Revenue is required — this is a key advantage over California, Texas, and New York dissolution.
5. File the final federal return and cancel the EIN File the LLC's final federal return: Form 1065 (multi-member LLC taxed as partnership) or Schedule C on Form 1040 (single-member disregarded entity). Check the 'final return' box. For S-corp elections, file Form 1120-S and Form 966 (Corporate Dissolution) within 30 days of the dissolution vote. After all federal returns are filed and balances paid, cancel the EIN by letter to the IRS (Cincinnati, OH 45999). Include LLC legal name, EIN, reason (business dissolved), and mailing address. EIN cancellation is free; allow 60–90 days for IRS confirmation.
6. Cancel RA service and clean up other registrations Cancel your Florida registered agent subscription after Sunbiz confirms the Articles of Dissolution are accepted. For each state where the Florida LLC was foreign-qualified, file a Certificate of Withdrawal in that state separately — Florida's dissolution does not automatically withdraw foreign qualifications. Cancel any Florida county or city business licenses, permits, or DBA registrations (fictitious name registrations) filed under the LLC's name. Fictitious name registrations in Florida must be canceled separately with the Division of Corporations. Close the LLC's business bank accounts after all checks have cleared and final member distributions are complete.

Florida Limited Liability Company Act, Fla. Stat. §§ 605.0701–605.0714 (dissolution and winding up); § 605.0707 (member vote for voluntary dissolution); § 605.0709 (known claimant notice procedure); § 605.0710 (unknown claimant publication procedure, optional); § 605.0714 (administrative dissolution); Fla. Stat. § 865.09 (fictitious name cancellation); IRS Rev. Proc. 2013-39 (EIN cancellation).

Direct filing portal: https://dos.myflorida.com/sunbiz/

Formation context

Who should form in Florida?

Recommended for

Florida LLC owners winding down an active or inactive business who want to stop annual report filing obligations permanently; Members of Florida LLCs in 'Active' status who want the fastest, lowest-cost dissolution path among major states; Florida LLC owners whose LLCs are in 'Administrative Dissolution' status on Sunbiz and who need to choose between reinstatement-then-dissolution vs. leaving the LLC in its administratively dissolved state; Foreign LLC owners withdrawing their Florida registration (use Application for Withdrawal, not Articles of Dissolution)

Tax treatment (default)

Florida has no state income tax on LLC members' pass-through income — dissolution does not trigger a Florida personal income tax event for members. The only Florida-level tax consideration is sales tax (if the LLC collected Florida sales tax, file a final DR-15 sales tax return with the Florida DOR). Federal: final Form 1065 or Schedule C, with liquidating distributions treated as sale or exchange of membership interest. Consult a CPA on federal tax consequences of LLC liquidation.

If the Florida LLC was foreign-qualified in other states (California, Texas, New York, etc.), Florida's dissolution does NOT automatically withdraw those foreign qualifications. File a Certificate of Withdrawal in each foreign-qualified state separately — annual report obligations in those states continue until formal withdrawal. California and New York have longer dissolution timelines (2–6 weeks for tax clearance) — plan accordingly.

No publication requirement in Florida — unlike New York or Nebraska, you do not need to publish notice in a newspaper after filing.

FAQ

Common Florida LLC formation questions

Still deciding between an LLC, sole proprietorship, S-Corp, or C-Corp? Our entity-type comparison breaks down formation cost, tax treatment, liability shield, and compliance complexity for all four structures side by side.

Once your LLC clears ~$80K in annual net profit, an S-Corp election (IRS Form 2553) typically saves $5,000–$15,000/year in self-employment taxes by splitting owner income into a W-2 salary + tax-free distributions. The election is free — Form 2553 has no IRS filing fee. The key decision factors: your net income level, a defensible reasonable-compensation salary, and the 75-day Form 2553 filing window after LLC formation.

Already operating as a sole proprietor, or wondering whether a cheap county DBA filing ($10–$100) is enough instead of forming an LLC? A DBA lets you operate under a trade name — but provides zero liability protection. Our DBA vs LLC comparison breaks down exactly when a DBA is sufficient and when you need a state LLC filing.

Missing your annual report deadline triggers late fees and — if left long enough — administrative dissolution, which voids your LLC's liability shield until reinstated. Know your Florida deadline, fee, and the consequences of missing it.

Also see the LLC annual report requirements hub for state-by-state deadlines, fees, late penalties, and reinstatement rules.

If your LLC opens an office, hires employees, or regularly does business in another state, you must foreign-qualify there — or face fines, back taxes, and loss of standing to sue. Our foreign qualification guide covers when you need it, how to file a Certificate of Authority, and what it costs.

Your Articles of Organization are filed — now make your LLC operational. Four actions every new LLC owner needs to take:

Formation gets your LLC into existence; contracts, trademark protection, operating agreement review, and vendor-document review keep it usable. Compare subscription and per-document legal platforms before you rely on a template or pay a local attorney retainer.

Commingling personal and business funds is the #1 way LLC owners lose their liability shield. A separate business account — in your LLC's legal name, with your EIN — is the foundational act of corporate formality. Mercury, Novo, Bluevine, Relay, and Found open same-day with no monthly fees. Compare online banks vs. Chase and Bank of America.

How you pay yourself depends on your LLC's tax classification — not what you call the transfer. A disregarded single-member LLC pays via owner draw with SE tax on all net profit. An S-Corp-elected LLC splits income between a W-2 salary (FICA applies) and tax-free distributions. Getting this wrong triggers IRS audit risk and SE-tax errors.

Single-member LLCs file Schedule C with their personal Form 1040 (due April 15). Multi-member LLCs file Form 1065 by March 15. S-Corp-elected LLCs file Form 1120-S by March 15. Know your form, your deadline, and the common deductions — home office, vehicle, retirement contributions, and startup costs — before your first April filing.