Florida: Voluntary LLC Dissolution and Cancellation Requirements

Requirements one by one

Florida requires unanimity unless the operating agreement supplies the event

Fla. Stat. § 605.0701 dissolves the LLC when an event stated in the operating
agreement occurs or when all members consent. The separate no-member rule
applies after 90 consecutive days without a member unless qualifying transferees
consent to admit a specified person and at least one person becomes a member.

The internal event does not replace the public filing. Section 605.0707 says the
LLC “shall” deliver articles of dissolution after one of those events occurs.

The articles restrict the LLC to winding up

The articles state the LLC's name, the dissolution event, any delayed effective
date, and, if no members remain, the wind-up appointee's name, address, and
signature. Under § 605.0203, an authorized person signs for the LLC; the
statutory wind-up person signs when the dissolved company has no member.

Once the Department of State files the articles, § 605.0707(4) requires the LLC
to stop ordinary business. It continues solely for winding up, lawsuits, other
proceedings, and the other actions the chapter preserves.

Tax closing is separate from the dissolution filing

Neither § 605.0707's required contents nor Form CR2E048 asks for a Department of
Revenue clearance certificate or a certificate of good standing. The articles
therefore do not use Texas's attach-a-tax-certificate model.

Florida tax accounts still have their own closing work. The Department of
Revenue's account-status instructions say that canceling or inactivating an
account requires a final return and payment of applicable taxes within 15 days
after the closing date. That is a separate tax-administration step, not an
attachment required with the Department of State articles.

Winding up preserves only closure-related powers

Section 605.0709 requires the dissolved company to settle and close its affairs,
address liabilities, marshal assets, and distribute property. It may preserve
the business or property as a going concern for a reasonable time, litigate,
transfer or dispose of property, settle disputes, and take other necessary
wind-up actions.

The managers serving at dissolution, or the members if no managers remain,
become trustees for members and creditors. If the LLC has no members, the last
member's legal representative may wind up, or qualifying transferees may appoint
someone if that representative declines or fails to act.

Creditor notices are elective safe harbors

Fla. Stat. § 605.0711 lets a dissolved LLC choose the known-claim procedure. If it
does, it must deliver written notice to each known claimant and allow at least
120 days to confirm a claim. The detailed process also addresses rejected,
contingent, conditional, and unmatured claims and may require court-set security.

Not using that procedure does not eliminate the debts. Section 605.0711(10)
still requires payment or reasonable provision for all known claims and
obligations, including known contingent, conditional, and unmatured claims.

For unknown and future claims, § 605.0712 separately permits either a Department
of State notice or newspaper publication. That optional notice states that an
action is barred unless begun within four years. Form CR2E142 expressly says the
notice is optional and is not required to file a voluntary dissolution.

Creditors receive assets before owners

Under § 605.0710, creditors come first, including members who are creditors.
The remaining surplus then returns unreturned contributions and finally goes to
members and former members according to their pre-dissolution distribution
shares. The statutory liquidating distributions are paid in money.

A member or transferee who receives dissolved-LLC assets is not exposed without
limit. Sections 605.0711 and 605.0712 generally cap claim liability at the
recipient's proportionate share or the amount of dissolution assets received.

A statement of termination is an optional final filing

Articles of dissolution are mandatory after the dissolution event. After the
LLC completes winding up, § 605.0709(7) says it “may” file a statement of
termination listing the company, organization date, dissolution-filing date,
and completion of winding up. Form CR2E141 uses an authorized representative's
signature and lists a $25 filing fee.

This makes Florida different from states where the only terminal filing is
mandatory after winding up. The articles establish dissolution and end ordinary
operations; the later statement records that winding up has been completed.

Filing is online or by mail, and delayed effect is available

Fla. Stat. § 605.0213 supplies the $25 catchall document fee. The current
Department of State instructions permit online filing by credit or
debit card or prepaid Sunbiz account. A signer may instead print, sign, and mail
Form CR2E048 with payment. The base articles fee is $25; certified copies and
status certificates are optional extras.

Under § 605.0207, an unstated effective time is the Department's acceptance time.
A stated delayed date or time cannot run beyond the 90th day after filing. The
paper form likewise warns that its delayed date cannot be more than 90 days
after the document is received.

Revocation has both a time limit and a filing-stage limit

Fla. Stat. § 605.0708 permits revocation only before an effective statement of
termination and within 120 days after the articles' effective date. The same
authorization method used for dissolution must approve revocation, and the LLC
must file a statement of revocation with a copy of the articles of dissolution.

Revocation resumes the company's activities as though dissolution had not
occurred, while protecting third-party rights created in reliance on the
dissolution. If dissolution remains in place, § 605.0717 preserves title,
pending and new proceedings, and registered-agent authority while winding up
continues.

What trips people up

• The default member threshold is all members. A simple majority is not the
  statutory voluntary-consent rule unless a different operating-agreement event
  independently triggers dissolution.
• Articles come before completion of winding up. Filing them stops ordinary
  business and begins the public dissolved status; it does not certify that all
  claims and distributions are finished.
• The claims forms are optional, but the debts are not. Skipping the safe
  harbors does not excuse payment or reasonable provision for known claims.
• The 120-day period matters twice. Known claimants receive at least 120
  days under the elected claims process, while dissolution revocation has its
  own 120-day outer deadline.

Common questions

Does Florida require a tax-clearance certificate with the articles?

No. The statute and official articles form do not require one. Tax-account
cancellation, final returns, and tax payment remain separate Department of
Revenue tasks.

Is notice to creditors mandatory before filing dissolution?

No universal notice is a condition of the articles. Sections 605.0711 and
605.0712 create optional safe-harbor procedures, although electing the known-
claim route triggers its detailed delivery and response rules.

Must the LLC file a statement of termination?

Section 605.0709(7) says the LLC may file it after completing winding up. The
articles of dissolution are the mandatory filing; the statement of termination
is the optional completion record.

How much does the Florida filing cost?

Articles of dissolution cost $25. The optional later statement of termination
also lists a $25 filing fee.

Statutes and sources

• Fla. Stat. §§ 605.0701 and 605.0707-.0709 — dissolution events,
  mandatory articles, revocation, winding-up authority, permitted powers, and
  optional statement of termination. Florida Senate
  (accessed 2026-07-28).
• Fla. Stat. §§ 605.0710-.0712 and 605.0717 — creditor priority, known- and
  unknown-claim procedures, recipient exposure, suits, assets, and registered-
  agent survival. Florida Senate
  (accessed 2026-07-28).
• Fla. Stat. §§ 605.0203, 605.0207, and 605.0213 — signer, effective date,
  90-day delayed-effect limit, and filing fee. Florida Senate
  (accessed 2026-07-28).
• Florida Department of State Forms CR2E048, CR2E141, and CR2E142 — paper
  articles, statement of termination, optional unknown-claim notice, signatures,
  fees, and delivery. Official LLC forms
  (accessed 2026-07-28).
• Florida Department of State online dissolution instructions — online
  payment, $25 fee, electronic signature, and paper alternative. Official
  filing page
  (accessed 2026-07-28).
• Florida Department of Revenue account-status instructions — separate
  cancellation and final-return process for applicable state tax accounts.
  Official status-change page
  (accessed 2026-07-28).