Are you ready to stop doing business with your Florida corporation, but you’re not sure how the official dissolution process works?
The state of Florida requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a Florida corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Rocket Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- File the Articles of Dissolution with the Florida Department of State.
- Fulfill all tax obligations with the state of Florida, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve a Florida Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
In order to dissolve a Florida corporation, you will need to file the Articles of Dissolution. You can also file the Notice of Corporate Dissolution, though this form is optional. Both forms can be found here, or you can file online at this link.
The Articles of Dissolution require:
- Corporation name
- Florida document number
- Mailing address
- Contact information
- Date of dissolution authorization
- Effective date of dissolution (if applicable)
- Method of dissolution authorization
- Signature of officer or chairman of the board
While the Notice of Corporate Dissolution requires:
- Corporation name
- Description of information that must be included in any claim against the corporation
- Corporate mailing address
- Signature of applicant
The filing fee for these forms is $35, with checks made payable to the “Florida Department of State.” If you plan to file by mail, all of the paperwork and forms of payment can be sent to the following address:
Amendment Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
You can generally expect online filings to be processed in 2-4 business days, while filing by mail usually takes about one week.
How to Dissolve a Florida Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
In order to dissolve corporations that have not distributed any shares, you will need to file a slightly different version of the Articles of Dissolution. For this version, you will need to provide the following information:
- Corporation name
- Florida document number
- Mailing address
- Contact information
- Date of incorporation
- Affirmation from the signing officer that:
- None of the corporation’s shares have been issued and/or no business has been conducted
- No debts remain unpaid
- Net assets of the corporation remaining have been distributed
- Affirmation that the majority of incorporators/directors authorized the dissolution
- Signature of a director, president, or other officer
You will also need to pay a $35 filing fee, with checks made payable to the “Florida Department of State.” These documents and payment can go to the same address:
Amendment Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Finally, this version of the Articles of Dissolution will also take about one week to process.
What Else Do I Need to Know About Dissolving a Corporation in Florida?
When you dissolve a corporation in Florida, your business name will not be available for one year from the date of filing. After that time, anyone can claim your business name.
A corporation can revoke the dissolution within 120 days of filing. Once a year has passed, you will need to ensure that your corporation’s name has not been taken before you can file for reinstatement. If your business name has already been taken and/or your corporation has been administratively dissolved, you must file the Articles of Amendment to Articles of Incorporation. This process will cost $35 and you will be required to change the name of your corporation if your name is no longer available.
Conclusion
The process to dissolve a Florida corporation, whether it has distributed shares or not, is relatively simple and cheap.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a Florida corporation!