Dissolving a company in Florida
The state-level facts for closing an LLC or corporation in Florida: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
Florida LLC
- Dissolution filing
- Articles of Dissolution (Florida LLC, s. 605.0707, F.S.) — filed with the Florida Department of State, Division of Corporations (Sunbiz). (official source)
- Filing fee
- $25 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Sunbiz annual report (LLC: $138.75 with supplemental fee)
- File any annual report already due before dissolving; once dissolved, no further annual reports are owed. Florida has no separate franchise tax for LLCs. (official source)
- Final state return
- If the LLC is subject to Florida corporate income/franchise tax (e.g. taxed as a corporation), file a final Form F-1120 or F-1120A; Florida has no personal income tax. (official source)
Worth knowing
- The annual report carries a $400 late fee after May 1 for LLCs (total $538.75) with no waiver for profit entities; dissolving before the deadline avoids the report entirely.
- Entities that skip the annual report are administratively dissolved after the third Friday in September; LLC reinstatement costs $100 plus all back annual report fees.
- Dissolution filings and records are public on Sunbiz.
- Foreign entity withdrawals can be e-filed through the same Sunbiz online system as dissolutions.
Florida corporation
- Dissolution filing
- Articles of Dissolution (Florida profit corporation) — filed with the Florida Department of State, Division of Corporations (Sunbiz). (official source)
- Filing fee
- $35 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Sunbiz annual report (profit corporation: $150.00 with supplemental fee)
- File any annual report already due before dissolving; once dissolved, no further annual reports are owed. The Florida corporate income tax is labeled an income/franchise tax and ends with the final F-1120. (official source)
- Final state return
- File a final Florida Corporate Income/Franchise Tax Return (Form F-1120, or F-1120A if eligible) for the last year of existence. (official source)
Worth knowing
- The annual report carries a $400 late fee after May 1 for profit corporations (total $550.00); dissolving before the deadline avoids the report entirely.
- Entities that skip the annual report are administratively dissolved after the third Friday in September; profit corporation reinstatement costs $600 plus all back annual report fees.
- No tax clearance is needed to dissolve, but the corporation must still file a final Form F-1120 with the Department of Revenue on its own.
- Dissolution filings and records are public on Sunbiz.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.