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Closing Up Shop: What You Need to Know About Winding Up and Dissolving a Florida Corporation

If it’s time to close up shop and move on, it’s important to know the steps to take to properly dissolve your Florida corporation. These instructions apply only to Florida C corporations. So, if you have an LLC or an S corporation, the steps you need to take to dissolve these entities is going to be different. If you’re ready to shut it down, here’s what you need to know.

1) Consult with your attorney.

As this may be the first time you have gone down this road, it is always easier to make that journey with someone who has been down the road before at your side. A skilled business attorney can help you figure out what you need to do to start winding down your business and can also help with official filings that must be made with the State of Florida.

2) Review your articles of incorporation.

The first thing an attorney will likely do in this situation is review your articles of incorporation. A well-drafted set of articles will address the process necessary when the corporation is to be dissolved. So, the first step should be to have a good look at the articles to determine if there are any special steps or actions that must be taken per the agreement.

3) Notify the shareholders.

Chances are in a C corporation that there are also shareholders. They need to be notified of the dissolution because it is very likely that they are going to have to vote on the dissolution. If the shareholders do not vote on the dissolution or vote against the dissolution, then it cannot go forward.

4) Wrap up the business.

This is an excellent time to tie up loose financial ends such as paying final invoices, collecting final monies owed, and paying final taxes. It is also the ideal time, if you have not done so already, to notify clients and vendors that you are ceasing to operate and will be closing up shop. This will allow them to get in any final claims for payments or to remit any final payments to you. Ideally, you want to have a clean financial slate when you take the next step.

5) Do the paperwork.

The State of Florida requires that documentation be filed to dissolve the corporation, specifically Articles of Dissolution. The type of articles vary depending upon whether shares have been distributed. In addition to the Articles of Dissolution, you must also file a Notice of Corporate Dissolution for resolution of payment of claims that may arise at a later date, but no later than four years after the filing of the notice.

6) File and pay.

Of course, there is a fee for filing the Articles and Notice of Dissolution charged by the State of Florida. The fee is $35 which is a far sight better than the alternative of not dissolving and not filing an annual report. That will cost you upwards of $400. It will go higher if you ultimately decide to re-register after the state administratively dissolves your corporation.

Once the notice and articles of dissolution have been filed and processed by the State of Florida, they will issue a letter of acknowledgement and you will be done.

If you are thinking about winding down a business, contact the attorneys at the Trembly Law Firm who can assist you every step of the way. Call them today to get started.

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