Dissolve Florida Entity

The Process of Dissolving a Corporation in Florida

At some point, there might be various reasons that lead to the need for closing a corporation by means of dissolution. If you find yourself in this situation with your business, you have likely pondered the process of dissolving a corporation in Florida. The process of dissolving a Florida corporation consists of two main steps: legally dissolving the corporation and subsequently winding up its operations. Depending on the specific circumstances and status of your business during the dissolution, there may be additional steps that need to be undertaken.

Corporation and LLC Dissolving

The great thing about Florida is that you aren’t obligated to obtain a tax clearance when dissolving your business, unlike in many other states.

However, we do encourage you to submit your tax clearance forms once all your financial documentation is prepared. This step not only simplifies the entire process but also ensures you won’t encounter any problems when dealing with the tax authorities in the future.

When an LLC is dissolved in Florida, the state retains ownership of the business name for a period of one year. The same rule applies to corporate dissolution, but with an additional condition that corporate entities can withdraw their dissolution request within 120 days of receiving a response.

This implies that if you have the capability or willingness (or both) to resume operations within a few months, you can do so without facing significant consequences, apart from the time it takes.

Fees and Forms

To initiate the dissolution of your corporation in Florida, you will be required to pay a fee of $35 in addition to filing the necessary dissolution forms.

It is important to complete your financial filings and obtain tax clearance before closing your books. Once you receive confirmation that your business has been dissolved, you only need to handle the remaining aspects of the dissolution, such as liquidating your assets.

However, if you choose to simply disappear without properly dissolving your corporation, it’s important to be aware of the significant fees imposed by Florida. An annual report filing fee of $150 is due on May 1st. Failure to meet this deadline can result in escalating fees, reaching nearly $1,000 by May 2nd. Reinstatement fees are nearly half of this amount.

While we understand that it may be tempting to walk away from a failing or contentious business, it is strongly advised to file the necessary dissolution paperwork. Take the next few months to consider whether you want to restructure or let the business go. Ultimately, the decision is yours to make, but we want to remind you that paying a mere $35 fee to dissolve your business is far more preferable than facing a reinstatement fee of $600, a late fee of $300, and an annual report filing fee of $150.

So in the end safeguard your interests when you decide to dissolve your Corporation, if circumstances permit. We strongly advise reaching out to one our Florida Agents, immediately upon notifying them of your intention to dissolve the company. It is crucial to address any unresolved intellectual property (IP) matters or pending patents, as others may exploit the opportunity to adopt your company name and potentially infringe upon your identity. This risk extends not only to the company itself but also to any individual planning to establish a new entity using your former name.

Company Dissolution 


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To dissolve your Florida Corporation the $35 filing fee is required.

Articles of dissolution sent by mail undergo processing within about one week. Dissolutions submitted online are typically processed within a span of two to four days. Alternatively, if you choose to personally deliver the articles of dissolution, they will be processed immediately without any additional fee.

Once the dissolution is filed, a confirmation letter will be sent to you via mail. Additionally, you will have the option to print a copy directly from their website.

The annual report fee for Florida amounts to $150, which is required to be paid by May 1st. In case of late payment, a penalty fee of $400 is imposed after May 1st. Moreover, if you opt to re-register your business after the third Friday in September, when Florida administratively dissolves your business due to non-payment of annual fees, an additional reinstatement fee of $600 is applicable.

After your business status has been revoked, you have the flexibility to reinstate your business at any time by submitting a reinstatement request through the Florida Department of State website.

To reactive a corporation in Florida, you must file for reinstatement with the Division of Corporations via their website. You will need:
1. Document number
2. Entity name
3. Federal employer identification number (FEIN)
4. Certificate of status
5. Email address
6. Mailing address
7. Registered agent name, address, signature (the person designated to process the reinstatement on behalf of the business)
8. Principals’ names and addresses