Blog When a limited indebtedness company ( LLC ) reaches the end of its life, properly closing it is crucial. There are respective steps you may take, including many required by law. accordingly, you should understand how to dissolve an LLC in Florida before doing so. Our Florida business lawyers will explain. Dissolving a Florida LLC has three independent stages : do sure dissolution is appropriate under the circumstances ; taking care of the LLC ’ s remaining obligations, and filing the articles of dissolution. once the Florida Division of Corporations ( DOC ) processes your articles of dissolving, your LLC ceases to exist as a legal entity, except for the function of winding up its affairs. For assistant dissolving a Florida LLC, please contact us online or call ( 850 ) 433-6581 today for a reference .
Steps to Dissolving a Florida LLC
1. How to Dissolve an LLC in Florida : Triggering the profligacy
A majority of Florida LLCs function under an operating agreement, although it is not technically required. This document serves as an agreement between the owners or members of a Florida LLC regarding how they will run the business. If present, the operate agreement will govern how and when dissolution should occur. For exercise, an engage agreement may say that dissolving occurs if one of the founding members dies. Regardless of what it says specifically, make certain you review your LLC ’ s operating agreement before proceeding with dissolving an LLC in Florida. For LLCs without an operate agreement, the Florida Revised Limited Liability Company Act provides some default option options. Generally, this Act permits dissolving an LLC in Florida:
- Upon unanimous consent of the LLC’s members;
- If 90 days pass during which the LLC has no remaining member;
- A court enters a decree of judicial dissolution; or
- The Florida DOC files a statement of administrative dissolution, usually based on the company’s failure to provide annual reports or fees.
once the appropriate condition triggers profligacy, the winding-up procedure for the Florida LLC begins.
2. Settling the LLC ’ s Debts and other Obligations
When you dissolve an LLC in Florida, it ’ s likely that the LLC hush has some amateur debts. Florida law requires LLCs to distribute their assets in a especial rate while winding up. As a result, it is identical significant that you follow this order properly to avoid potential legal indebtedness. first base, the LLC must use its assets to discharge its obligations to creditors, including any remaining taxes owed. A creditor can be anyone outside the company to whom a debt is owed or any penis who made personal loans to the company. A all-important part of how to dissolve an LLC in Florida is by rights handling these claims. There are particular notice requirements for known and strange claimants you must follow. We recommend speaking with a Florida business law lawyer who can advise you of your options and how to comply with these requirements .
3. Distributing Remaining Assets to Members
If there are calm assets left over after paying all creditors, distributing those assets to the LLC ’ randomness members is the adjacent footstep in LLC adjournment. Florida law requires LLCs to make these distributions in the following order:
- First, to interest holders with unreturned contributions; and
- Second, to current and dissociated members in proportion to their contributions.
once the LLC members have received their distributions, it is about clock time to file the Florida LLC articles of dissolution .
4. Wrap up Any Out-of-State Business Registrations ( If Necessary )
many businesses choose to operate in more than one express. To do so, however, a commercial enterprise must register in any extraneous state in which it wants to conduct business. If this is the case for your LLC, make certain to by rights close out these foreign registrations during the Florida LLC dissolution action. Each state handles foreign business entities differently, therefore lay down certain to check each relevant state of matter ’ sulfur laws for specifics .
5. File the Articles of Dissolution
The death step is to file the articles of profligacy with the Florida DOC. Florida offers online or newspaper file with a tip of $ 25. There may be extra fees for license documents. additionally, the Florida DOC strongly recommends lease legal advocate prior to submitting any documents. The Division ’ s web site provides more information about how to close an LLC in Florida .
Need More information on Florida LLC Dissolution ?
Emmanuel Sheppard & Condon is a full-service law firm well equipped to handle your business law needs. For over 100 years, we have helped clients start and end their businesses, angstrom well as assist in a variety of other business law matters.
If you need to dissolve your Florida LLC, we can help. To get started, contact us today or give us a call at ( 850 ) 433-6581 for a consultation .
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