Is corporate dissolution in your future? 10 common questions (and their answers!)

Picture this: You’re the founder of a successful business – a business that’s been your baby for years. You’ve spent countless hours nurturing, developing, and watching it grow. 

But now you’re ready to move on to the next chapter of your life. Maybe you’ve decided to retire or got your sights set on a new venture. Whatever the reason, you’ve decided to dissolve your corporation.

If you’re feeling overwhelmed, know that you’re not alone. Dissolving a corporation can be daunting, but it’s a necessary step in moving forward. 

Not sure what to expect? Below you’ll find a quick overview of the process in Q-and-A form.

Question: What is corporate dissolution? 

Answer: It’s the process of officially closing a business entity.

Question: What’s the difference between voluntary and involuntary dissolution? 

Answer: Voluntary dissolution occurs when the corporation’s owners decide to close their business. Involuntary dissolution occurs when the state government forces the corporation to close due to legal or regulatory reasons.

Question: What are the steps for voluntary dissolution of a corporation in Florida? 

Answer: Owners must obtain approval from the board of directors and shareholders, file Articles of Dissolution with the Florida Department of State, notify creditors, and pay all outstanding debts and taxes.

Question: What reasons might lead to involuntary dissolution of a corporation in Florida? 

Answer: The state government may initiate the process if the corporation fails to:

• comply with state laws or regulations
• file required documents
• pay taxes
• maintain a registered agent

The state could initiate the process if a business has been inactive for an extended period, too.

Question: What documents are required to file a corporate dissolution in Florida? 

Answer: You’ll need the Articles of Dissolution, a corporate resolution, a tax clearance certificate, a certificate of compliance, and a notice to creditors.

Question: What information must be included in the Articles of Dissolution? 

Answer: You must include the corporation’s name, date of incorporation, and a statement that the board of directors and shareholders has authorized the dissolution.

Question: What’s a corporate resolution? 

Answer: This outlines the board of directors’ decision to dissolve the corporation. The board of directors and shareholders must sign it.

Question: What’s a tax clearance certificate? 

Answer: This is required to show that the corporation has paid all outstanding taxes and fees owed to the state.

Question: What’s a certificate of compliance? 

Answer: This shows that the corporation has complied with all state laws and regulations.

Question: What must the corporation do regarding creditors when dissolving in Florida? 

Answer: The corporation must notify its creditors of the dissolution and allow them to make any claims against them.

Contact the Van Horn Law Group

Dissolving a corporation isn’t something you should do alone. If you have questions or need some guidance on the process, contact the Van Horn Law Group today for more information.