Florida makes dissolving an LLC about as simple as the state makes anything: one form, $25, filed online in a few minutes, posted to Sunbiz within two or three business days. There is no tax clearance step, no franchise tax to settle, and no second document to end the company's existence. What Florida does have is a strict annual-report calendar — a $400 late fee from 2 May and administrative dissolution in September — which is the main reason to dissolve deliberately rather than let a dormant LLC lapse. This page covers the filing, the optional notice that cuts off unknown creditors after four years, and the federal steps that follow.
The filing: Articles of Dissolution, $25
Florida Statutes §605.0707 requires an LLC that has decided to dissolve to file Articles of Dissolution stating the LLC's name, the event that caused the dissolution, any delayed effective date (which cannot be more than 90 days after the state receives the filing), and — if the LLC has no members — the name, address and signature of the person appointed to wind it up. The Division of Corporations files it and issues a certificate of dissolution automatically as part of the $25 fee.
| Item | Fee | Notes |
|---|---|---|
| Articles of Dissolution | $25 | Includes the certificate of dissolution |
| Certificate of status | $5 | Optional — certifies the LLC is no longer active |
| Certified copy | $30 | Optional — $55 total if requested with the filing by mail |
| Notice of Dissolution (§605.0712) | $0 with the filing / $25 separately | Optional — starts the 4-year bar on unknown claims |
File online at Sunbiz (credit or debit card, or a prepaid Sunbiz e-file account) — typing your name in the signature block is a valid signature under §15.16 — or print form CR2E048 and mail it with a cheque payable to the Florida Department of State to the Registration Section, P.O. Box 6327, Tallahassee, FL 32314. Card payments must be made online; there is no card-by-mail. Online filings post in 2–3 business days, after which the filed image can be downloaded from Sunbiz free of charge. You will need the LLC's document number, which is on any Sunbiz notice or findable by name search.
Winding up, and the four-year notice
On filing, the statute says, the LLC 'shall cease conducting its business and shall continue solely for the purpose of winding up its affairs' — so the company still exists to collect receivables, pay creditors and distribute what is left, and can still sue and be sued over those matters. Florida gives dissolving LLCs a useful tool most owners skip: the optional Notice of Limited Liability Company Dissolution under §605.0712. It states where written claims must be sent and what they must include, and once filed, a claim against the dissolved LLC is barred unless a proceeding to enforce it is commenced within four years. It is free when submitted with the Articles of Dissolution and $25 if filed separately. For an LLC that had customers, contractors or a lease, it is the cheapest liability cap in Florida law.
No tax clearance — but check the Department of Revenue
Unlike Texas or Delaware, Florida's Division of Corporations does not ask for any tax sign-off before filing a dissolution, and Florida has no state income tax on LLCs. What the state does have is sales tax and reemployment tax: if the LLC was registered with the Department of Revenue for either, file the final returns and close those accounts separately, because the Sunbiz filing does not do it. An LLC that is dissolved on Sunbiz but still open at the Department of Revenue keeps receiving filing notices.
Why dissolving beats lapsing in Florida
Florida's annual report is due between 1 January and 1 May at $138.75. From 2 May the fee becomes $538.75 — a flat $400 late fee with no grace and no waiver — and an LLC that still hasn't filed by the fourth Friday of September is administratively dissolved. That sounds like a free exit, but reinstating later costs $100 plus every annual report missed, and the name is unprotected in the meantime. A deliberate $25 dissolution before the report falls due is cheaper than either outcome, and it produces a certificate you can show a bank or a landlord. If a dissolution was filed by mistake or the plan changes, Florida also has a Revocation of Dissolution form (CR2E132).
The federal side: final return and the EIN
The state filing ends the LLC as a legal entity; it does nothing at the IRS. Two things close the federal account. First, a final tax return for the year the business closes: a single-member LLC reports on Schedule C of the owner's 1040 as usual; a multi-member LLC files Form 1065 with the final return box checked (near the top of the front page) and the final K-1 box checked on each partner's Schedule K-1. If the LLC paid any contractor $600 or more that year, the 1099-NECs are still due. Second, the EIN. The IRS is explicit that an EIN is never cancelled — it is the entity's permanent number — but the business account can be deactivated by letter once every return is filed and every balance paid. The letter needs the EIN, the legal name, the address and the reason, ideally with a copy of the original EIN assignment notice; the IRS's current EIN page lists mail stops in Kansas City and Ogden (irs.gov). Keep employment-tax records for at least four years after closing.
Sources
Florida Division of Corporations form CR2E048 (fees, §605.0707 text, Notice of Dissolution and the four-year bar) and its e-file Articles of Dissolution page (online fee, certificate of status $5, certified copy $30, 2–3 business days, §15.16 signature); the LLC forms index (revocation and domestication forms); irs.gov closing-a-business and EIN pages. All fetched 12 September 2026. Related: what a Florida LLC costs and the Florida registered agent guide.