How to Dissolve an LLC in Florida: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

To dissolve a Florida LLC, approve the dissolution, wind up the business, file your final tax returns, and file Articles of Dissolution with the Florida Division of Corporations for a $25 fee through Sunbiz. Florida does not require a tax clearance certificate to dissolve an LLC, but you should settle all debts and taxes first.

Quick Answer

Document: Articles of Dissolution (Florida LLC)
Filing fee: $25, to the Florida Division of Corporations (Sunbiz)
Tax clearance: Not required in Florida for an LLC
Governing law: Fla. Stat. Chapter 605, Part IV
Before filing: Wind up: pay creditors, file final returns, distribute assets
If you skip it: Administrative dissolution; ongoing obligations and lost name

Florida LLC Dissolution at a Glance

Dissolving a Florida LLC is a deliberate legal process, not just closing the doors. Under the Florida Revised Limited Liability Company Act (Fla. Stat. Chapter 605), you first dissolve the LLC by member approval or another triggering event, then wind up its affairs - paying creditors, settling taxes, and distributing what is left - and finally file Articles of Dissolution with the Division of Corporations for a $25 fee to end its existence on the state record. Doing this properly matters: an LLC that is simply abandoned keeps accruing obligations and can leave members exposed. For the national process, see how to dissolve an LLC and how to close a business.

Voluntary vs Administrative Dissolution

There are two ways a Florida LLC ends, and they are very different. Voluntary dissolution is what you choose to do: the members approve it, you wind up, and you file Articles of Dissolution - a clean, deliberate closure. Administrative dissolution is something the state does to you: if you fail to file your annual report by the May 1 deadline and it stays unfiled, the Division of Corporations administratively dissolves the LLC later in the year. Administrative dissolution is not a substitute for closing properly - the LLC still may owe debts, the name is no longer protected, and winding up is left undone. This guide focuses on the correct, voluntary route. See what happens if you don't dissolve an LLC for the risks of the passive path.

Step by Step: How to Dissolve a Florida LLC

The process follows five steps. The state filing is the last one, not the first.

Approve the dissolution. Get the member or manager approval your operating agreement requires; if the agreement is silent, Chapter 605's default voting rules apply. Document the decision in writing.
Wind up the business. Stop taking on new business, collect money owed to the LLC, notify and pay creditors, liquidate assets, and distribute anything left to the members in the order the statute and your agreement require.
File final taxes and close accounts. File your final federal return marked "final," close your Florida sales tax account with the Department of Revenue if you had one, and cancel your EIN account with the IRS.
File the Articles of Dissolution. Submit the Articles of Dissolution to the Florida Division of Corporations through Sunbiz and pay the $25 fee. This ends the LLC's legal existence.
Keep records and confirm closure. Retain your dissolution documents and final returns, and confirm the LLC's status shows as dissolved on Sunbiz.

Approving the Dissolution

A Florida LLC dissolves upon the occurrence of an event listed in Fla. Stat. § 605.0701 - most commonly, an event or vote specified in the operating agreement, or the consent of the members. If your operating agreement sets a specific vote (for example, a majority or unanimous vote of members) to dissolve, follow it. If the agreement says nothing, the statute's default consent rule governs. Whatever the threshold, record the approval in a written consent or meeting minutes and note the effective date. This document is your evidence that the dissolution was authorized, which matters if a member or creditor later questions the closure.

Winding Up: Creditors and Assets

Winding up is the substance of a dissolution; the state filing is just paperwork on top of it. During winding up, the LLC continues to exist only for the purpose of settling its affairs. Under Chapter 605 you: discharge or make provision for the LLC's debts and liabilities, collect and liquidate assets, distribute any remaining assets first to creditors and then to members, and wrap up contracts and leases. Florida law lets a dissolved LLC limit its exposure to creditor claims by giving notice to known claimants and by publishing notice to unknown claimants, which starts a clock after which unbarred claims are cut off. Handling creditors correctly protects the members from later claims and is why winding up should be substantially complete before or around when you file the Articles of Dissolution.

Final Taxes and Closing Accounts

Closing your tax accounts is a critical step people forget. At the federal level, file your final income tax return and check the box marking it as the final return; a partnership files a final Form 1065, a single-member LLC reports the final year on the owner's return, and an S-corp files a final Form 1120-S. Pay any employment taxes and file final payroll returns if you had employees. At the state level, if your LLC held a Florida sales and use tax certificate, notify the Florida Department of Revenue and close that account so returns stop being expected. Finally, you can ask the IRS to close the business account associated with your EIN. The business tax and tax-filing guides cover the final-return mechanics.

Filing the Articles of Dissolution ($25)

Once the members have approved dissolution and winding up is underway, file the Articles of Dissolution with the Florida Division of Corporations. The filing fee is $25, and you can file online through Sunbiz. The Articles identify the LLC and state that it has been dissolved. Optional add-ons cost extra: a certified copy is $30 and a certificate of status is $5. Filing the Articles is what removes the LLC from active status on the state record; until you file, the LLC remains active and its annual report obligation continues to run. For a cost comparison across states, see the cost to dissolve an LLC.

Do You Need Tax Clearance in Florida?

No. This is a point that trips up owners who have dissolved LLCs in other states. Some states require a tax clearance or "certificate of good standing" from the tax authority before the business office will accept a dissolution. Florida does not require tax clearance to dissolve an LLC - you can file the Articles of Dissolution without first obtaining a certificate from the Department of Revenue. That does not mean you can skip your taxes: you remain responsible for filing final returns and paying what you owe, and unpaid taxes can still be pursued. It simply means the dissolution filing itself is not gated by a clearance certificate, which makes the Florida process comparatively straightforward.

What Happens If You Don't Dissolve

Choosing not to formally dissolve is costly. If you stop filing the annual report, the LLC is administratively dissolved after the May 1 deadline passes, but the underlying obligations do not simply vanish - debts, contracts, and tax liabilities can continue, and the LLC's name loses its protection so a competitor could take it. Worse, an LLC that is not properly wound up can leave members arguing about who owed what, and creditors with a longer window to sue than if you had given proper notice during winding up. Formal dissolution - approval, winding up, final taxes, and the $25 Articles of Dissolution - is the clean way to end the entity and cap ongoing exposure. Compare Georgia and New York dissolution for how the steps differ by state.

Frequently Asked Questions

How much does it cost to dissolve an LLC in Florida?

It costs $25 to file the Articles of Dissolution with the Division of Corporations through Sunbiz. A certified copy is an optional $30 and a certificate of status is $5. There is no separate tax-clearance fee.

What form do I file to dissolve a Florida LLC?

The Articles of Dissolution for a limited liability company, filed with the Florida Division of Corporations, most easily online through Sunbiz for a $25 fee.

Does Florida require tax clearance to dissolve an LLC?

No. Florida does not require a tax clearance certificate before you file Articles of Dissolution for an LLC. You should still file all final tax returns and pay any tax owed.

What happens if I just stop filing instead of dissolving?

The LLC is administratively dissolved after the May 1 annual report deadline, but obligations can continue and the name is no longer protected. Formal dissolution is the clean way to close.

Do I need to notify creditors when dissolving a Florida LLC?

As part of winding up, you settle debts and may give notice to known claimants and publish notice to unknown claimants under Chapter 605 to limit the time creditors have to bring claims.

Can I reinstate a dissolved Florida LLC?

An administratively dissolved LLC can generally be reinstated by filing a reinstatement application and paying the fees and missed reports. A voluntary dissolution you filed is a deliberate closure.

Sources

Florida Division of Corporations - E-File LLC Articles of Dissolution ($25 filing fee).
Florida Division of Corporations - Dissolve or Withdraw a Business.
Florida Division of Corporations - Fees for Corporations, LLCs and Partnerships ($25 dissolution; $30 certified copy; $5 certificate of status).
Florida Division of Corporations - Annual Report (administrative dissolution after May 1).
Florida Division of Corporations - Division of Corporations (Sunbiz).
Florida Statutes - § 605.0701, Events causing dissolution.
Florida Statutes - § 605.0714, Grounds for administrative dissolution.
Florida Statutes - Chapter 605, Part IV, Dissolution and Winding Up.
IRS - Closing a Business (final returns; checklist).
IRS - Canceling an EIN - Closing Your Account.
IRS - Limited Liability Company (LLC) (final-year filing).
Cornell Legal Information Institute - Dissolution (Wex).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. This page is general information, not legal or tax advice. Statutes and fees change; verify current requirements with the Florida Division of Corporations and the Florida Department of Revenue before acting.