How to Dissolve an LLC in Florida: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Authorize the dissolution the way your operating agreement requires. Most Florida operating agreements name who can approve a wind-up and what share of the members has to agree, and following that language exactly is what stops the decision being reopened later. If your agreement does not address dissolution, get a written consent signed by every member rather than relying on a conversation among the owners. Record the date dissolution was authorized, who took part, and how each member voted. A single-member LLC still needs a dated written resolution, because that document is what a bank, a landlord, or the IRS will want when you tell them the business has closed.

   Pro tip: Fix the effective date of dissolution in the resolution first. Florida measures the members' exposure on known claims from the dissolution effective date, so that date needs to be a documented fact rather than an approximation.
2. 2

   File Articles of Dissolution (Form CR2E048) with the Florida Division of Corporations

   Florida LLCs dissolve voluntarily by filing Articles of Dissolution with the Division of Corporations, known as Sunbiz. The standard fee is $25. You can file online at efile.sunbiz.org or mail the PDF form CR2E048, and Sunbiz says to allow 2 to 3 business days for the filing to post. Two optional documents are priced separately if you need them: a Certificate of Status costs $5 and a certified copy costs $30. Neither is required to dissolve, so add them only if a bank, a buyer, or a lender has actually asked for one. Filing instructions and the e-file entry point are at https://dos.fl.gov/sunbiz/manage-business/dissolve-withdraw-business/efile-llc-dissolution/.

   Pro tip: If your LLC was administratively dissolved for missing an annual report, do not file Articles of Dissolution to tidy it up. That situation is handled through a reinstatement application, which is a different filing on a different fee schedule.
3. 3

   Notify Creditors and Settle Debts

   After dissolution a Florida LLC continues to exist only to wind up, and under Fla. Stat. 605.0709 that means discharging or making provision for its debts before anything reaches the members. The statute names a specific figure for known claims. Under 605.0711 a dissolved LLC may bar known claims by giving written notice that sets a deadline of not less than 120 days after the effective date of the notice. That 120 days is the period the statute names, and the notice is what starts it. Build the creditor list before you send anything: lenders, landlords, suppliers, contractors, utilities, equipment lessors, and anyone holding a guarantee from a member. Send each notice so delivery can be proved, and pay valid claims before any distribution. The protection at the end of that road is narrower than it is often described: under 605.0711(12) a member or transferee is shielded from a known claim after 3 years from the dissolution effective date only where the distribution they received was made under subsection (9), meaning the formal known-claim procedure was actually followed. Skip the notice and the 3-year cutoff does not arrive to rescue a distribution you have already taken.

   Pro tip: Put the deadline in the notice as a calendar date rather than a count of days, and keep the mailing proof with the dissolution file. A notice you cannot prove was sent does nothing for you later.
4. 4

   Close Florida State Tax Accounts

   No tax clearance is required to dissolve a Florida LLC, and the Division of Corporations does not ask for Department of Revenue consent as part of the dissolution filing. Nothing about that removes the tax work. File any final federal and Florida returns the LLC owes, mark them final, and close each state tax registration the LLC actually held, such as a sales and use tax account or any payroll-related registration. Handle each account individually and keep written confirmation that it is closed. A registration left open keeps generating filing obligations and automated notices for a business that no longer trades, which is how owners end up with penalties on an entity they dissolved years earlier.

   Pro tip: Write out every Florida tax account number the LLC ever opened, including a seldom-used sales tax certificate, and close them one by one. Dormant registrations are the ones that get forgotten and the ones that generate notices.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. File the final federal return first: Form 1065 for an LLC taxed as a partnership, Form 1120-S if you elected S corporation treatment or Form 1120 if you elected C corporation treatment, each with the final return box checked, or the owner's return (Schedule C for most business activity) for a disregarded single-member LLC. An LLC that elected corporate treatment also files Form 966. Send the deactivation letter by certified mail so you can prove the date.

   Pro tip: Send the deactivation letter only after the final return is filed.
6. 6

   Distribute Remaining Assets to Members

   Creditors first, members last. Fla. Stat. 605.0710 is the section on disposition of assets in winding up, and the duty to discharge or make provision for the LLC's debts before anything reaches the members sits in 605.0709 and 605.0711. Provision matters as much as payment: account for claims still in dispute and for bills that have not arrived yet, such as the accountant's fee for the final return or a closing utility invoice. Only the remainder is available to the members, and the split follows the operating agreement. If the agreement does not address it, the members should agree in writing on the allocation before any money moves. Distributions of property rather than cash need a documented value, because each member reports the transaction on a personal return.

   Pro tip: Have every member sign a dated receipt describing exactly what they received. Once the LLC has wound up there is no entity left to settle an argument about who got what.
7. 7

   Confirm Dissolution is Complete

   Search the entity on Sunbiz and confirm the Articles of Dissolution appear in the filing history with the effective date you intended. Sunbiz says to allow 2 to 3 business days for the filing to post, so check back rather than assuming it appears the same day, and keep the e-file confirmation until the public record catches up. If a bank or a counterparty needs formal evidence, a Certificate of Status is $5 and a certified copy is $30, both optional. Keep one file together: the authorizing resolution, the filed Articles of Dissolution, creditor notices with proof of mailing, final federal and Florida returns, tax account closure confirmations, the IRS closure letter, and the member distribution receipts.

   Pro tip: Store the dissolution file somewhere that outlives the business email account and the Sunbiz login. Former members often need these documents for personal tax questions years after the LLC is gone.

Winding-Up Checklist

• Cancel all Florida business licenses and permits

  Cancel each license and permit directly with the state agency, county, or city that issued it, because the dissolution filing does not reach them. Licenses that renew automatically keep billing until the issuer is told the business has closed.

• Close business bank accounts

  Close accounts only after every outstanding check has cleared and the final member distributions are done, and close business credit lines and cards at the same time. Ask the bank for written confirmation of the closing date and final balance.

• Cancel business insurance policies

  Give your general liability, property, auto, and workers' compensation carriers the operating end date so coverage stops cleanly. Ask about a refund of unearned premium, and about tail coverage if any policy is written on a claims-made basis.

• Notify vendors, suppliers, and customers in writing

  Send a short dated notice with the closing date, how to submit a final invoice, and an address for correspondence afterward. Cancel recurring subscriptions and auto-renewing service contracts in writing rather than letting a card lapse.

• File final payroll tax returns and W-2s (if you had employees)

  File the final Form 941 with the final-return box checked, issue W-2s and file Form W-3, and close the Florida payroll-related registrations the LLC held. Payroll accounts keep producing notices long after the last paycheck if they are left open.

• Retain business records per Florida retention requirements

  Keep tax returns and their supporting records for at least 7 years, and hold the formation documents, operating agreement, and dissolution file indefinitely. Given that members can face known claims for up to 3 years after the dissolution effective date, keep the creditor correspondence at least that long.