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How to dissolve a Florida LLC

Data last updated: Apr 21, 2026
$25 Filing fee Articles of Dissolution for Florida Limited Liability Company
Online or mail Filing path No paid expedite
5 business days online Approval time
Not required Tax clearance

The quick read on dissolving a Florida LLC

At $25, Florida's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Florida accepts the dissolution filing online or mail, with online approvals in about 5 business days. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.

Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Florida filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.

Dissolution steps in Florida

The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.

  1. Member vote to dissolve

    Florida's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.

  2. File the Articles of Dissolution for Florida Limited Liability Company with Florida Department of State, Division of Corporations

    Filing fee is $25. Online filing is available through the state portal. Mail filings are accepted.

  3. Close federal tax obligations with the IRS

    File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.

  4. Cancel other registrations

    Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.

How this plays out in Florida

Start with the member vote. Under Fla. Stat. Section 605.0701 (the Florida Revised LLC Act), the default is consent of all members if the operating agreement is silent. Document the vote in a written consent.

File the Articles of Dissolution (Form CR2E048) with the Division of Corporations through Sunbiz. Online filings cost $25 and typically process in 3 to 5 business days; paper filings mailed to Tallahassee run about three weeks. Florida does not offer a paid expedited tier for dissolution, so online is the fastest available path.

Close the state tax side separately. Florida has no personal income tax and no franchise tax, so pass-through LLCs have a lean tax surface at dissolution. The LLC still needs to close any sales tax, reemployment tax, and corporate income tax accounts (if C-corp electing) at floridarevenue.com using Form DR-600 or the Florida Business Tax Application online. Close the federal side last with a final federal return marked "final," IRS Form 966 if taxed as a corporation, and a written EIN closure request to the IRS.

What a clean Florida dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Florida LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.

Cost component Amount Notes
Base Secretary of State filing $25 Filed with Florida Department of State, Division of Corporations
Final federal return (DIY) Free Or $200 to $800 if a CPA prepares it
Foreign-LLC withdrawals (if any) $10 to $125 per state Each state where you qualified as foreign LLC

How Florida compares to other states

At $25, Florida's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Florida sits at #19 from cheapest to most expensive.

Filing path matters as much as the fee. Florida's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Florida does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.

Requirements at a glance

Tax clearance required No clearance step required by state
No
Public notice required No publication requirement
No
Member vote standard per operating agreement
per operating agreement
Attorney required DIY filing permitted
No
Online filing https://dos.fl.gov/sunbiz/manage-business/dissolve-withdraw-business/efile-llc-dissolution/
Yes
Mail filing Registration Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314
Yes

Common pitfalls

The biggest Florida trap is timing against the May 1 annual report deadline. The $138.75 annual report is due every year between January 1 and May 1, and Florida imposes a $400 non-negotiable late penalty the moment the deadline passes. An LLC that dissolves on May 2 but has not filed the annual report owes $538.75 on top of the $25 dissolution fee. File the Articles of Dissolution in Q1 if at all possible, or file the annual report first and then dissolve. Florida administratively dissolves LLCs that have not filed the annual report by the third Friday of September.

The second pitfall is the sales tax account. Florida's 6% general sales tax plus county discretionary surtaxes applies to a wide range of goods and services, and the Department of Revenue expects a final DR-15 return and account closure. Leaving the sales tax certificate open after dissolution generates monthly non-filing notices on a dead entity. Submit Form DR-600 or close the account through the DOR online portal in the same workflow as the Sunbiz dissolution.

What happens after the state accepts your filing

Once the Division of Corporations accepts the Articles of Dissolution, the LLC is dissolved under the Florida Revised LLC Act and the name is released for reuse. The $138.75 annual report requirement stops for future years. Members should complete winding up, pay creditors, and distribute remaining assets. File the LLC's final federal return for the year of dissolution, close the EIN with the IRS, and close any DOR tax accounts separately. Creditor claims survive under Fla. Stat. Section 605.0708 for up to four years against the LLC's remaining assets, so keep records accessible for that window.

Documents and filings checklist

  1. Written consent or meeting minutes

    Record the member vote to dissolve. Keep with corporate records.

  2. Articles of Dissolution for Florida Limited Liability Company

    Filed with $25 fee at Florida Department of State, Division of Corporations. Form PDF.

  3. Final federal return

    Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.

  4. IRS Form 966

    Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.

  5. IRS EIN closure letter

    Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.

  6. State tax permit cancellations

    Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.

  7. Foreign-LLC withdrawals

    Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

Florida Department of State, Division of Corporations

Website
dos.fl.gov/sunbiz
Phone
(850) 245-6052
Email
corphelp@dos.myflorida.com
Mail
Registration Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314
Office
The Centre of Tallahassee, 2415 N. Monroe Street, Suite 810, Tallahassee, FL 32303
Hours
8:00 AM to 5:00 PM Eastern, Monday to Friday

Frequently Asked Questions

  • How much does it cost to dissolve a Florida LLC?

    The Articles of Dissolution filing fee is $25 through Sunbiz, online or by mail. Florida does not offer a paid expedited tier, so the $25 base fee is the full Division cost. If the $138.75 annual report is unfiled and it is after May 1, the annual report plus $400 late penalty ($538.75 total) is still owed before the LLC fully clears.

  • How long does Florida LLC dissolution take?

    Online filings through Sunbiz typically process in 3 to 5 business days; paper filings mailed to Tallahassee take about three weeks. Florida does not offer a paid expedited service for dissolution, so online filing is the fastest available path. Plan on under a week for the standard online route.

  • Do I need a tax clearance certificate in Florida?

    No. The Florida Department of Revenue does not issue or require a tax clearance certificate before the Division of Corporations will accept Articles of Dissolution. You still need to close any sales tax, reemployment tax, and corporate income tax accounts at floridarevenue.com, but clearance is not a precondition to the $25 filing.

  • What vote is needed to dissolve a Florida LLC?

    Under Fla. Stat. Section 605.0701, the default is consent of all members if the operating agreement is silent. Your agreement controls, so pull it, follow its threshold, and document the vote in a written consent before filing. See the Florida LLC formation page for more on the operating agreement framework.

  • Do I still owe the $138.75 annual report after dissolution?

    If the Articles of Dissolution are filed and accepted before May 1 of the current year, the $138.75 annual report for that year is not required. If dissolution happens on or after May 1, the report plus the $400 non-negotiable late penalty (total $538.75) is still owed. File in Q1 to avoid the penalty entirely.

  • What happens if I just stop filing the annual report?

    Florida administratively dissolves the LLC by the third Friday of September if the annual report is not filed by May 1. The $400 late penalty continues to attach, and reinstating later costs $100 plus all missed annual reports at full fee. Administrative dissolution is worse than voluntary because the LLC sits in limbo until the state processes it, whereas the $25 voluntary filing finishes in a week.

  • Do I need to notify the IRS?

    Yes. File a final federal return marked as the final return (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if taxed as a corporation), file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by writing to the IRS. The IRS close-a-business page covers the full federal checklist.

  • How long does LLC dissolution take in Florida?

    Online filings are processed in about 5 business days through the state portal. Mail filings take about 21 business days once received.

  • Can I file the Articles of Dissolution for Florida Limited Liability Company online?

    Yes. Florida accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.

  • What vote is required to dissolve a Florida LLC?

    Florida's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.

  • Does dissolution close my federal tax obligations?

    No. The Florida Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.

  • Will my LLC name become available for someone else to use after dissolution?

    In most cases yes. Florida typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.

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