How To Dissolve A Corporation In Florida (Tips To Close A Corp Properly)

This guide is an overview of how to dissolve a corporation in Florida, including information on filing a notice of dissolution and other required forms. After reading this, you should have clear direction on the next steps to take to dissolve a corporation. 

Here’s How to Dissolve a Corporation in Florida

The exact approach to dissolving a corporation in Florida varies depending on business activity. However, it is the same for both an S corp and a C corp. 

If your business is an LLC, find out how to dissolve an LLC in Florida here.

To dissolve a Florida corporation, you must first determine whether the corporation has begun doing business or not. 

Florida has two paths for the dissolution of a corporation based on this information. 

1. Take a Vote

The majority of the incorporators or board of directors have to agree in order to dissolve a corporation.

If the Corporation Has Not Begun Doing Business

If the corporation has not issued shares or begun doing business, the process for agreeing to the dissolution of the corporation is less formal. 

Simply, a majority of the decision-makers (the board of directors or the incorporators if there are no board members) must agree to dissolve the corporation.  

If the Corporation Has Begun Business and Issued Shares

In this case, the incorporators or board of directors (whoever is making the decision) must obtain approval from the shareholders to dissolve the corporation.

Schedule Shareholder Meeting

According to the statutes of the Florida Department of State, the board of directors have to schedule a meeting with the shareholders (those with and without voting power) to discuss dissolving the corporation. It must be obviously indicated that the meeting will include discussing the dissolution of the corporation. 

Submit a Proposal for Dissolution

At the shareholder meeting, the board of directors will submit their reasoning for wanting to dissolve the corporation in the form of a Proposal for Dissolution.

Unless the corporation’s Articles of Incorporation state otherwise, a majority of the shareholders must approve the Proposal for Dissolution. 

Also, if involving the shareholders poses legal extenuating circumstances or conflicts of interests, the board of directors does not need the shareholders’ approval. A meeting still must take place to discuss the dissolution. The reasoning for dissolving the corporation without shareholders’ approval must be explained. 

2. File Articles of Dissolution

After agreeing to dissolve a Florida corporation, the next step is to file a notice of corporate dissolution (known as the Articles of Dissolution) with the Florida Department of State. 

The articles are available on the Florida Legislature website and require a $35 filing fee. 

If the corporation has not begun business, Florida requires that the Articles of Dissolution provide the following:

• Corporation name
• Date of incorporation
• A statement that none of the shares have been issued
• A statement that the corporation has no unpaid debts or will repay any debts
• A statement that all the corporation’s remaining assets after winding up will have been distributed
• A statement that majority of the corporation’s board of directors or the initial incorporators agree to the dissolution 

If the corporation has begun business, the Articles of Dissolution are similar and must include:

• The business name
• The date the dissolution was authorized
• If the shareholders approved the dissolution, it should include a statement that the approval process was in accordance with Florida Statutes 
• The determined effective date of dissolution

The notice of dissolution is to be submitted to the Florida Department of State along with a $35 filing fee.

3. Dispose of Known Claims and Liabilities

Disposing of claims is when the courts make a decision on a claim in favor of one party or another. It’s a legal way of resolving debts and liabilities and an important step in dissolving a corporation.

In Florida, there are three ways you can dispose of known claims.

Write a Notice to Claimants

To dispose of these claims when going through a dissolution, the corporation can send a notice to each person or business entity known to have a legitimate claim. The notice should include:

• Description of the claim
• A mailing address for sending the claim
• Inform the claimant of whether or not the corporation acknowledges and admits to these claims, and if so, how much in dollar amount 
• State the deadline the claimant has to confirm the debt. It must be at least 120 days from the notice’s effective date
• Inform the claimant that the corporation’s successor or the corporation itself may make payments to other claimants for debts owed without notifying the claimant

Write a Notice of Rejection for a Claim

This is another way to legally resolve claims. In this case, the corporation is choosing not to pay the claim and sends a notice of rejection.

The notice of rejection has to be made within 90 days of receiving the claim and no later than 150 days before the third year of dissolution (whichever is sooner).

Also, the notice of rejection has to include a copy of Fla. Stat. Ann. § 607.1406(3).

Write a Conditional Claim

Conditional claims are subject to certain conditions, like an event that takes place after the effective date of dissolution. 

A conditional claim is sent to the claimant detailing the specific events on which the claim is contingent.

4. Dispose of Unknown Claims

To address claims unknown to the corporation, there has to be a public notice of dissolution. In Florida, there are two approaches to resolve unknown claims. 

File Notice of Dissolution

As mentioned above, a corporation may file a notice of dissolution with Florida’s Division of Corporations. Any person or entity with a claim against the corporation can submit it using the information from the Notice of Corporate Dissolution filed by the corporation.

Publish a Notice of Corporate Dissolution in a Local Newspaper

Another option Florida allows for resolving unknown claims is to publish a Notice of Corporate Dissolution in a local newspaper (in the county of the corporation’s operations). 

Within 10 days of filing Articles of Dissolution, a corporation can publish a Notice of Corporate Dissolution in a local newspaper. The newspaper notice must include:

• Name of the corporation
• Effective date of dissolution
• Mailing address where claims can be sent
• A statement that claims must be submitted within four years of the final notice of dissolution in the newspaper. 

The notice has to appear at least once a week for two consecutive weeks.

Before deciding to dissolve a corporation, it’s important to understand the process that was initially undertaken to form it. For businesses that choose to incorporate in Florida, specific steps are required to legally establish the corporation with the state. Similarly, dissolving the corporation involves filing the necessary paperwork and adhering to state regulations to ensure a smooth and proper closure, avoiding potential legal or tax issues down the line.

Need Help with a Florida Corporation Dissolution?

Ensure all your legal needs are met when dissolving your corporation. Cueto Law Group has a diverse team of business law professionals that are well qualified and passionate about providing excellent service to our clients. Our competitive pricing means you receive great value for our expertise.

FAQs on how to close a corporation in Florida