How to Close Your Florida Business the Right Way in 2026

Closing a business is rarely a simple decision, and in Florida the legal process to formally shut down your LLC or corporation involves several steps that must happen in the right order. Skipping steps - or completing them in the wrong sequence - can leave you personally exposed to the business's debts, taxable on distributions that could have been avoided, or unable to get a tax clearance certificate that blocks future ventures.

This guide walks you through every step of closing a Florida LLC or corporation in 2026, from the decision to dissolve through final filings with the Division of Corporations and the IRS.

Step 1: Vote to Dissolve

For a Florida LLC, dissolution typically requires a vote of the members as specified in the operating agreement. If the operating agreement does not address dissolution, the Florida Revised LLC Act (Chapter 605, Florida Statutes) governs. Under Section 605.0707, the members may authorize dissolution by consent or vote.

For a Florida corporation, the board of directors adopts a dissolution resolution, and a majority of shareholders then vote to approve it under Florida Statute Section 607.1402. Document all votes in writing - meeting minutes or written consent - and keep them in your corporate records.

Step 2: Wind Up Business Affairs

Before filing dissolution paperwork, you must wind up the business. Winding up includes:

• Completing or canceling all existing contracts and customer obligations
• Collecting all outstanding accounts receivable
• Paying or making provisions for all known debts and obligations
• Disposing of business assets (selling equipment, inventory, intellectual property)
• Terminating leases (or assigning them if a buyer is taking over the space)
• Canceling business licenses, permits, and registrations
• Closing or transferring vendor accounts and subscriptions

Do not distribute assets to members or shareholders until all debts have been paid or provided for. Florida law (Section 605.0708 for LLCs) gives creditors priority over members in a winding-up distribution.

Step 3: Notify Creditors

Florida law allows a dissolved LLC or corporation to send written notice of dissolution to known creditors. Under Section 605.0709, a dissolved LLC may give written notice to creditors specifying a deadline (at least 90 days from the notice date) for submitting claims. Claims not submitted by the deadline may be barred.

This process is not mandatory but is strongly recommended if your business has creditors. It provides a mechanism to cut off creditor claims after the deadline, protecting the members or shareholders who receive final distributions.

Step 4: Pay Final Taxes and Obtain Clearance

Before or alongside filing dissolution paperwork, you must address final tax obligations:

• Florida Department of Revenue (DOR): File and pay all outstanding sales tax returns, reemployment (unemployment) tax, and any other state tax obligations. The DOR may need to issue a tax clearance before the Division of Corporations accepts your dissolution filing.
• IRS final tax returns: File a final federal income tax return for the entity. Mark the "final return" box on the return. For S corporations, file Form 1120-S. For C corporations, file Form 1120. For LLCs taxed as partnerships, file a final Form 1065. For single-member LLCs, the final activity is reported on the member's personal return.
• Payroll tax final filings: If you had employees, file final Forms 941 (quarterly payroll tax) and 940 (FUTA), issue final W-2s to employees, and close your payroll accounts.
• Close your EIN: Once all tax filings are complete, send a letter to the IRS requesting the EIN be closed. Include the entity name, EIN, and a statement that the entity is no longer in business.

Step 5: File Articles of Dissolution

Once you have voted to dissolve, wound up the business, and addressed tax obligations, file Articles of Dissolution with the Florida Division of Corporations (Sunbiz.org). The filing requirements differ by entity type:

• Florida LLC: File Articles of Dissolution online at Sunbiz.org. Filing fee: $25. The dissolution takes effect on the date the Division of Corporations accepts the filing (or a later effective date you specify).
• Florida corporation: File Articles of Dissolution with the Division of Corporations. Filing fee: $35. Include the date of dissolution approval, a statement that the corporation has no liabilities or that all liabilities have been paid or provided for, and the signature of an authorized officer.

Once dissolved, the entity no longer needs to file annual reports with the Division of Corporations. However, any annual reports due before the dissolution date must still be filed and paid.

Step 6: Distribute Remaining Assets

After all debts, taxes, and liabilities have been paid or provided for, distribute the remaining assets to members (for an LLC) or shareholders (for a corporation) in accordance with the operating agreement, articles, or applicable Florida statutes.

For LLCs, distributions are typically made in accordance with the members' percentage interests, unless the operating agreement provides otherwise. For corporations, distributions are made in proportion to shareholders' stock ownership. Document all distributions in writing.

What Happens If You Just Stop Filing and Operating?

Many business owners simply stop doing business and assume the entity goes away on its own. It does not. An LLC or corporation that fails to file its annual report with the Florida Division of Corporations will be administratively dissolved after May 1 of the year the report was due. However, administrative dissolution does not eliminate your tax obligations, liability for entity debts, or obligations to creditors.

Administrative dissolution also means the entity can be reinstated by a future creditor or used as grounds for piercing the veil. Going through the formal dissolution process - even if it takes more time - is the only way to cleanly end the entity's existence.

Timeline and Costs

• Articles of Dissolution (LLC): $25
• Articles of Dissolution (corporation): $35
• Processing time: 3-5 business days (online filing)
• Annual report (if owed before dissolution): $138.75 for LLCs, $150 for corporations
• Total government costs for dissolution: typically under $200