Florida Limited Liability Company
Dissolution Service
Florida StartUp Co.
A limited liability company is a hybrid type of legal structure that provides the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership.
This filing service is to file the articles of dissolution of a Florida Limited Liability Company pursuant to section 605.0707, Florida Statutes, that provides for the dissolution of a Limited Liability Company, and is a basic dissolution form and may not satisfy all statutory requirements for dissolution.
A Notice of Limited Liability Company Dissolution form will be attached. This notice pursuant to s. 607.1407, F.S. is optional and is not required when filing a dissolution. No additional fee is required if it is included.
The articles of dissolution must state the delayed effective date of the limited liability company's dissolution if the dissolution is not to be effective on the date the articles of dissolution are filed by the Florida Dept. of State.
A delayed effective date may be specified but may not be later than the 90th day after the date on which the document is filed.
The articles of dissolution must state the occurrence that resulted in the limited liability company's dissolution.
If there are no members, the name, address, and signature of the person appointed in accordance with this subsection to wind up the company must be entered.
Upon the filing of the articles of dissolution, the limited liability company shall cease conducting its business and shall continue solely for the purpose of winding up its affairs in accordance with s. 605.0709, except for the purpose of lawsuits, other proceedings, and appropriate action as provided in this chapter.
Carefully review the information your enter before submitting it for filing. Your application will be created from the INFORMATION YOU ENTER. If you make a mistake and fail to correct any error prior to placing your order, you will be required to another filing. Print the page containing your invoice number and save it for your corporate records.
Important: The service provided for articles of dissolution is basic and is the minimum requirements necessary to file the articles of dissolution of a Florida Limited Liability Company. Each LLC is a separate entity and, as such, has specific goals, needs, and requirements. We recommend that all documents be reviewed by legal counsel. We are a filing office only and do not render any legal, accounting, or tax advice. The professional advice of an attorney to ascertain exact compliance with all statutory requirements is strongly recommended.
You must enter a valid email address. Your service information and any certification will be sent to the email you provide. If you enter your email address incorrectly, you will unable to receive important information regarding your service. If you're using a SPAM filter, messages may be placed inside a JUNK mail folder by the filter. If you order the Certificate of Status Service or the Certified Copy Service or both, you will receive attachments or links to secure pages in the email response. DO NOT delete those important emails by mistake, add them to your corporate records.
Florida StartUp Co.
   - What is a Limited Liability Company (LLC)?
A limited liability company is a hybrid type of legal structure that provides the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership.
The "owners" of an LLC are referred to as "members". Depending on the state, the members can consist of a single individual (one owner), two or more individuals, corporations or other LLCs.
Unlike shareholders in a corporation, LLCs are not taxed as a separate business entity. Instead, all profits and losses are "passed through" the business to each member of the LLC. LLC members report profits and losses on their personal federal tax returns, just like the owners of a partnership would.
Forming an LLC
While each state has slight variations to forming an LLC, they all adhere to some general principles:
Choose a Business Name. There are 3 rules that your LLC name needs to follow: (1) it must be different from an existing LLC in your state, (2) it must indicate that it is an LLC (such as "LLC" or "Limited Company") and (3) it must not include words restricted by your state (such as "bank" and "insurance"). Your business name is automatically registered with your state when you register your business, so you do not have to go through a separate process.
File the Articles of Organization. The "articles of organization" is a simple document that legitimizes your LLC and includes information like your business name, address, and the names of its members. For most states, you file with the Secretary of State. However, other states may require that you file with a different office such as the State Corporation Commission, Department of Commerce and Consumer Affairs, Department of Consumer and Regulatory Affairs, or the Division of Corporations & Commercial Code. Note: there may be an associated filing fee.
Create an Operating Agreement. Most states do not require operating agreements. However, an operating agreement is highly recommended for multi-member LLCs because it structures your LLC's finances and organization, and provides rules and regulations for smooth operation. The operating agreement usually includes percentage of interests, allocation of profits and losses, member's rights and responsibilities and other provisions.
Obtain Licenses and Permits. Once your business is registered, you must obtain business licenses and permits. Regulations vary by industry, state and locality.
Hiring Employees. If you are hiring employees, read more about federal and state regulations for employers.
Announce Your Business. Some states, including Arizona and New York, require the extra step of publishing a statement in your local newspaper about your LLC formation. Check with your state's business filing office for requirements in your area.
LLC Taxes
In the eyes of the federal government, an LLC is not a separate tax entity, so the business itself is not taxed. Instead, all federal income taxes are passed on to the LLC's members and are paid through their personal income tax. While the federal government does not tax income on an LLC, some states do, so check with your state's income tax agency.
Since the federal government does not recognize LLC as a business entity for taxation purposes, all LLCs must file as a corporation, partnership, or sole proprietorship tax return. Certain LLCs are automatically classified and taxed as a corporation by federal tax law. Contact the IRS for guidelines about how to classify an LLC.
LLCs that are not automatically classified as a corporation can choose their business entity classification. To elect a classification, an LLC must file with the IRS. This filing can also be used if an LLC wishes to change its classification status. Contact the IRS to learn about filing as a corporation or partnership and filing as a single member LLC.
You should file the following tax forms depending on your classification:
- Single Member LLC. A single-member LLC files Form 1040 Schedule C like a sole proprietor.
- Partners in an LLC. Partners in an LLC file a Form 1065 partnership tax return like owners in a traditional partnership.
- LLC filing as a Corporation. An LLC designated as a corporation files Form 1120, the corporation income tax return.
The IRS guide to Limited Liability Companies provides all relevant tax forms and additional information regarding their purpose and use.
Combining the Benefits of an LLC with an S-Corp
There is always the possibility of requesting S Corp status for your LLC. Your attorney can advise you on the pros and cons. You will have to make a special election with the IRS to have the LLC taxed as an S corp. And you must file it before the first two months and fifteen days of the beginning of the tax year in which the election is to take effect.
The LLC remains a limited liability company from a legal standpoint, but for tax purposes it is treated as an S corp. Be sure to contact your state's income tax agency where you will file the election form to learn about tax requirements.
Advantages of an LLC
- Limited Liability. Members are protected from personal liability for business decisions or actions of the LLC. This means that if the LLC incurs debt or is sued, members' personal assets are usually exempt. This is similar to the liability protections afforded to shareholders of a corporation. Keep in mind that limited liability means "limited" liability - members are not necessarily shielded from wrongful acts, including those of their employees.
- Less Recordkeeping. An LLC's operational ease is one of its greatest advantages. Compared to an S-Corporation, there is less registration paperwork and there are smaller start-up costs.
- Sharing of Profits. There are fewer restrictions on profit sharing within an LLC, as members distribute profits as they see fit. Members might contribute different proportions of capital and sweat equity. Consequently, it is up to the members themselves to decide who has earned what percentage of the profits or losses.
Disadvantages of an LLC
- Limited Life. In many states, when a member leaves an LLC, the business is dissolved and the members must fulfill all remaining legal and business obligations to close the business. The remaining members can decide if they want to start a new LLC or part ways. However, you can include provisions in your operating agreement to prolong the life of the LLC if a member decides to leave the business.
- Self-Employment Taxes. Members of an LLC are considered self-employed and must pay the self-employment tax contributions towards Medicare and Social Security. The entire net income of the LLC is subject to this tax.
Source: Florida Department of State
Adapted for: Florida StartUp Co.™ (copyright © 2015 all rights reserved)
In order to file the LLC articles of dissolution in the State of Florida, simply fill out the form below, and Florida StartUp Co.™ will review, prepare and file your business' documents with the Florida Department of State (Sunbiz).
Florida Limited Liability Co.
Articles of Dissolution Service
service includes
Florida Dept. of State Fees
Reviewing for Compliance
Preparing of Articles
Filing with the State of Florida
Confirmation of State Approval
check additional services
Expedited Service + $ 50.00
Certified Copy + $ 75.00
Total Cost: $
After completing, reviewing and submitting the form below, you will be redirected to our secure payment page containing your invoice number. Please print that page for your records.
In case you choose any additional service(s) you may be redirected to another form, and then to our secure payment page and invoice number.
Payment can be made by check, money order, Visa, MasterCard, Discover, Novus, Diners Club, JCB and derivatives of those brands.
Please keep in mind that payment information must be provided and payment approved before your order is processed.
Expedited Service orders are usually completed in 5 to 10 business days, while regular services are usually completed in 10 to 15 business days, once all your materials are submitted to us and payment has been received.
Name of Limited Liability Co.
as currently filed with the Florida Dept. of State
Fields in red must be entered.
LLC Name
Florida Document Number This field is optional.
Document Number
Contact Information Fields in red must be entered.
Contact Name
Contact Email
Your confirmation email, any certification requests, and all future notices will be sent to the email address above.
Contact Phone
Contact Fax
Preferred Method of Contact
Email Phone Fax
Payment Method
Credit Card Debit Card
Effective Date(s) This field is optional.
Enter Only If Effective Date is needed.
(no more than 90 days after amendment file date)
Note: If the date you enter does not meet the applicable statutory filing requirements, this date will not be listed as the document's effective date on the Department of State's records.
Effective Date(s)
Reason for Dissolution Fields in red must be entered.
A description of occurrence that resulted in the limited liability company's dissolution.
Authorized Person Fields in red must be entered.
Enter the name and address of the person appointed to windup the company's activities and affairs.
Authorized Person
Full Name
Suite, Apt., etc.
City    State
Zip    Country
Additional Services These fields are optional.
Expedited Service + $ 50.00
Check this option if you need your document to be filed in a rush. Expedited Service orders are usually completed in 5 to 10 business days, while regular services are usually completed in 10 to 15 business days, once all your materials are submitted to us and payment has been received.
Certified Copy Service + $ 75.00
A certified copy is a copy of the registration certified by the Department of State as a true and correct copy of the registration as filed with the State.
If a certified copy is desired, check the "Certified Copy" box. There is an additional fee for the certified copy. Certified Copies will be sent to the email address shown on record.
Authorized Person Signature Fields in red must be entered.
Signature of an authorized member/manager or an authorized representative.
An authorized member/manager or an authorized representative must enter a typed signature in the "Authorized Person Signature" field below. An individual's name must appear in this field. By completing the signature field, an authorized person is certifying that the information contained on the application is true and accurate. The signature shall have the same legal effect as if made under oath.
This signature must be that of the individual "signing" this document electronically or be made with the full knowledge and permission of the individual, otherwise it constitutes forgery under s.831.06, Florida Statutes. The individual "signing" this document affirms that the facts stated herein are true.
Authorized Person Signature
I the undersigned, being an authorized person in the above LLC, certify that the information indicated on this form is true and accurate. I understand that the electronic signature above shall have the same legal effect as if made under oath and I am aware that false information submitted in this application constitutes a third degree felony as provided for in s. 817.155, F.S.
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Note: This is a form meeting requirements for filings pursuant to the Florida Statutes. If your business requires additional information, please contact us and we'll be pleased to fulfill your needs.
Please verify your information for accuracy before submitting this form. Once payment is made, order cannot be changed, removed, cancelled, or refunded, in whole or in part, and any amendment will require extra charge(s).
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Florida StartUp Co. is a filing agency and as such does not render any legal, accounting, or tax advice.
Florida StartUp Co. is not affiliated with the Florida Department of State (Sunbiz) or any federal, state or local governmental agency.
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