How to Dissolve a Corporation in Florida

There are many reasons why a person or company board may elect to dissolve a corporation in Florida. Whether that is due to complicated financial issues or just a lack of overall interest and enthusiasm, closing things down is always an option. 

However, it is not as simple as hanging up a “closed” sign and locking the doors forever. There are certain key steps – and important details – that cannot be overlooked when you are dissolving a Florida corporation. Following those steps will ensure that the process is smooth and simple for everyone involved.

Determine the Requirements for Your Dissolution

Before you begin, take the time to determine what your steps should be. 

If your company never sold shares or launched your operation to the public, your process will be a very simple one. The paperwork you will need is available online to fill out, print, and send through the mail. 

However, if you did allow the purchase or trade of valuable assets for shares of your company – or have been working with the public or other companies for a while – your process may be more complicated. It all starts with letting others know what you plan to do, including your consumers or clients in the earliest days of the process.

The Importance of Notifying Stakeholders, Creditors, and Claimants

When you dissolve a corporation in Florida, there are several additional groups of people that need to be notified. 

The first is your company’s stakeholders. These are people who have invested in your company via purchasing stock. Remember, if someone owns stock in your company, they are technically partial owners of the company itself. You could not make a major decision regarding a company without notifying the owner, could you? 

Legally, you should call a meeting to discuss your plans to dissolve your company with stakeholders. This meeting can be in-person or virtual, especially given the circumstances that currently necessitate online meetings. It should be clearly announced with enough notice that stakeholders can make preparations to attend. 

If you are faced with dire financial straits, it is unlikely that any of your stakeholders will disagree with dissolution. However, it is possible, so remain open to their suggestions and discuss all potential steps forward. 

After this group is notified, you should notify your creditors and any additional claimants. This move is optional, but it does serve to decrease your liability and make things easier moving forward. Giving this group notice allows them to assert any claims for compensation once your company is dissolved – and clears the way for you to disperse the rest to shareholders.

Necessary Steps to Dissolve a Corporation in Florida

To dissolve a corporation in Florida, you should start by filling out the necessary paperwork. Remember, you can fill out the paperwork on your computer, but you must print the papers and send them through the mail. This paperwork is referred to as Articles of Dissolution, and should include the following information: 

• Your company’s full, legal name as registered with the Division of Corporations
• The date that your registration with the Division was filed
• The projected date of closure for your company, which legally must be within 90 days of the date you file the Articles of Dissolution
• Details regarding how your company’s members voted to dissolve the corporation

As mentioned previously, there are some circumstances that might make the entire process simpler. If any of the following circumstances apply to your company, you will need a sworn statement to attest to that situation:

• No public shares have been issued
• No major debts were incurred by the company
• No actual business was conducted by your company
• Your board members agreed unanimously to dissolution

In addition to notifying your shareholders and other people associated with the company, you may want to prepare a public notice of dissolution. This is not legally required, but it can be helpful in appealing to parties who might be interested in pursuing debts against your company or any members thereof. 

While issuing a statement will not negate your company or team members’ legal requirement to repay creditors, it can make things easier moving forward. A statement like this can help your creditors understand where the company stands and how they can continue in their pursuit of repayment. Additionally, the statement will notify creditors that the company no longer exists and that no new claims can be brought against it for debts already resolved. 

Once all of this is finished, you should include an itemized title page that details everything included with your filing paperwork. Then, mail the entire packet and move forward with notifying any additional parties who may be interested in the news that your company is dissolving. 

What is Not Impacted by a Dissolution?

Dissolution alone does not change everything. Some matters that are not taken care of by a dissolution alone, including:

• Termination of a company’s registered agent’s authority
• Halt, prevention, or suspension of any legal proceedings against any member of the company
• Prevention of transfer of shares
• Transferal of titles of company property
• Otherwise release any company member – including shareholders – to different standards of conduct than what they were held to during the life of the company.

Winding It All Up

The period after you dissolve a corporation in Florida involves final steps to close out business effectively. These steps are collectively referred to as “winding up” your corporation, and may include the following tasks:

• Collecting the company’s assets
• Distributing company property to shareholders
• Letting go of any property that was not claimed by shareholders
• Discharging any remaining company liabilities

After these and any other final tasks are complete, your company will effectively cease to exist. Be sure to notify any and all impacted parties – including a final reminder to clients or consumers – that your company will no longer be able to serve them.

If you still need help navigating the steps to dissolve a corporation in Florida, let the team at the Van Horn Law Group guide you. We have the experience that you can lean on throughout the process of dissolving your corporation and can help you make the right decisions along the way. Give us a call when you are ready to learn more!