How to Dissolve an LLC in Florida (2026)

To dissolve an LLC in Florida, file Articles of Dissolution (form CR2E048) with the Florida Division of Corporations through Sunbiz, with a $25 filing fee. Online filings typically post within a couple of business days, and because Florida has no state income tax, there's no income or franchise tax-clearance step. The thing to know: if you don't formally dissolve, Florida's $138.75 annual report keeps coming due every May 1, and missing it triggers a $400 late penalty and eventual administrative dissolution.

Here's the full process and the Florida-specific specifics.

Florida LLC dissolution at a glance

Step 1: Get member approval and document it

Review your operating agreement for the dissolution procedure and hold the required member vote, typically agreement of the members per whatever threshold your agreement sets. Record the decision in writing through meeting minutes or a written resolution. Florida's Articles of Dissolution will ask for basic information about the company and the dissolution, so having the vote documented keeps the filing clean.

Step 2: Wind up the business and settle debts

Wind up the LLC's affairs before filing: notify known creditors, pay or provide for the company's debts, and distribute remaining assets to members, with creditors paid first. Florida's dissolution statute expects the company's obligations to be handled as part of winding up, and paying yourself ahead of creditors can create personal exposure for the company's debts.

Step 3: Close your Florida tax accounts

Florida has no state personal income tax, so there's no income or franchise tax-clearance certificate to obtain, one reason dissolution here is simpler than in many states. But you still close out the tax accounts that do apply: if your LLC collected Florida sales tax, file a final sales-tax return and close the account with the Florida Department of Revenue, and handle any reemployment (unemployment) tax obligations if you had employees. You'll also file a final federal return with the IRS.

Step 4: File the Articles of Dissolution

File the Articles of Dissolution for a Limited Liability Company (form CR2E048) with the Division of Corporations. The fastest route is online through Sunbiz at efile.sunbiz.org, where the $25 fee can be paid by card and the dissolution typically posts within a couple of business days. You can also mail a paper form with a check to the Registration Section at the Tallahassee P.O. box. Once processed, Florida issues a certificate of dissolution and the LLC ceases to exist.

Step 5: Cancel licenses, permits, and accounts

Finish by closing the company's footprint: cancel local business licenses and any state professional or industry permits, close the business bank accounts once transactions clear, and withdraw any registrations in other states where the LLC was qualified. Each open registration can keep generating fees, so closing them all is what fully ends the obligations.

The Florida wrinkle: the annual report and the $400 penalty

Florida's trap isn't a tax-clearance hurdle, it's the annual report. Every Florida LLC must file an annual report each year by May 1 to stay active, with a fee of $138.75. Miss that deadline and Florida adds a $400 late penalty, one of the steepest annual-report penalties in the country, and if the report still isn't filed, the state administratively dissolves the LLC in September.

This is why formally dissolving matters in Florida specifically. An LLC you simply stop using keeps owing the $138.75 every May 1, and if you forget, the $400 penalty hits, far more than the $25 it costs to dissolve properly. Letting the state administratively dissolve it in September isn't a clean exit either, because reinstating later means paying the back fees and penalties. Filing the $25 Articles of Dissolution is the cheap, clean way out, and it stops the annual-report clock that otherwise keeps running. The broader version of this trap is covered in can you just walk away from an LLC.

Frequently asked questions

How much does it cost to dissolve an LLC in Florida?

The filing fee for Articles of Dissolution is $25, which includes the certificate of dissolution. A certified copy adds about $30 if you want one. Compared to the $138.75 annual report (plus a possible $400 late penalty) that keeps coming due if you don't dissolve, the $25 dissolution fee is the cheap option, and there's no separate tax-clearance cost because Florida has no state income tax.

How long does it take to dissolve an LLC in Florida?

Filed online through Sunbiz, a Florida LLC dissolution typically posts within about 2–3 business days, sometimes faster. Mailed paper filings take longer for transit and processing. Because Florida has no tax-clearance prerequisite, there's no waiting on a state agency to clear your taxes first, which makes the overall timeline shorter than in states like Texas.

Do I have to file a final tax return to dissolve a Florida LLC?

Florida has no state income tax, so there's no state income or franchise return to file as part of dissolution. You will file a final federal return with the IRS, and if your LLC collected Florida sales tax or had employees, you'll file final sales-tax and reemployment-tax returns and close those accounts with the Florida Department of Revenue. The absence of a state income tax is what makes Florida dissolution simpler than most.

This page covers the Florida specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for related high-volume states, California and Georgia. Florida's official dissolution filing is at Sunbiz, and tax accounts are closed through the Florida Department of Revenue.