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How do you dissolve a Florida corporation?

On Behalf of | Dec 21, 2022 | Business & Corporate Law

Dissolving a Florida corporation is relatively straightforward, and you can provide official notice for a $35 fee. Here are some of the other facts you need to know.

Florida business & corporate law

Dissolving a corporation with shareholders and a board of directors is more time-consuming than a company without shareholders. When you have shareholders, you need an agreement to dissolve. If the corporation has no shareholders, a legal representative inserts a notice in its records that they dissolve the company. After that, they may choose to file the articles of dissolution.

Florida’s Business Corporation Act

The Business Corporation Act allows the dissolution if the board of governors and the majority of the shareholders approve. Voting can take place by written consent or at a formal shareholder meeting. If the vote passes, someone updates the corporate books and records, and the dissolution takes effect immediately. While this is all that is legally required, most companies choose to provide formal notice.

Articles of dissolution

A corporation’s representative files the articles of dissolution online with Florida’s Department of State, Division of Corporations. The document requests the following information:

  • The name of the corporation
  • The resolution’s authorization date
  • Shareholder approval statement, if applicable

A corporation may revoke the dissolution within 120 days of the effective date. The paperwork for an authorized revocation of dissolution is available on the Division of Corporation’s website. After 120 days, another business may claim your corporate name.

Final tasks

One of the final legal tasks involves taking inventory of the assets and dividing them appropriately among the shareholders. Someone must also perform the following tasks:

  • Close the corporate bank accounts
  • Cancel all business licenses and permits
  • File IRS Form 966, Corporate dissolution or Liquidation
  • File the final corporate income tax form
  • Respond to all claimants

When the time comes to dissolve your corporation, follow Florida’s laws, and tie up all the loose ends.