Dissolving a Florida Business

2. Florida Legal Context

The process of dissolution is governed by:

• Chapter 607 – Florida Business Corporation Act (for corporations)
• Chapter 605 – Florida Revised LLC Act (for LLCs)

Key steps under Florida law:

• File Articles of Dissolution with the Florida Division of Corporations (Sunbiz)
• Notify creditors and settle outstanding liabilities
• Distribute remaining assets to shareholders or members according to the entity’s governing documents
• Cancel business licenses, permits, EINs, and tax accounts as needed

Failing to dissolve properly means the business remains legally active and may continue to accrue taxes, annual report fees, and potential liabilities.

3. Real-World Application

• A Tampa-based restaurant owner decides to retire and files Articles of Dissolution to formally wind down operations, pay vendors, and close the business cleanly.
• A Miami startup fails to file a dissolution and is hit with late fees and annual report penalties even though it’s no longer active.
• A Fort Myers LLC resolves a partner dispute by dissolving the entity and redistributing assets per their Operating Agreement.

Whether voluntary or due to business failure, proper dissolution is essential for a clean exit.

4. Why It Matters for Business Owners

Dissolving your Florida business the right way protects you from lingering legal, tax, and financial consequences.

Why it matters:

• Stop Future Liability: A dissolved business can’t be sued or incur new debts
• Avoid Ongoing Fees: Florida will continue to charge annual report and late fees until you file for dissolution
• Distribute Assets Properly: Prevent partner disputes or IRS issues over leftover money or property
• Close It Down Clean: Clear your record with the State, the IRS, and your local tax agencies

Common mistakes:

• Assuming that stopping operations automatically ends the business
• Failing to notify creditors or file the proper forms with Sunbiz
• Ignoring tax obligations and leaving EINs and bank accounts open
• Forgetting to dissolve DBA (fictitious name) registrations

5. Real-World Florida Examples

• A Naples e-commerce LLC shuts down but forgets to dissolve. A year later, it receives a $400 penalty for missing its annual report.
• A Gainesville professional corporation dissolves properly, helping its retiring owner avoid IRS inquiries and lawsuits from unresolved vendor contracts.
• A Jacksonville real estate partnership breaks up and uses a lawyer to dissolve the LLC and divide remaining assets based on their agreement.

6. How Our Law Firm Can Help

At Black Rock Trial Lawyers, we take the stress and confusion out of shutting down your Florida business—safely, legally, and completely.

We assist with:

• Filing Articles of Dissolution and all required Sunbiz documents
• Drafting member or shareholder resolutions approving dissolution
• Notifying creditors and handling legal compliance for debt resolution
• Closing your tax ID, sales tax accounts, and local business licenses
• Helping you distribute assets and prepare final business documentation
• Handling complex dissolutions involving disputes or liabilities

Whether your business is thriving, struggling, or simply no longer needed—we’ll help you close it the right way.

7. FAQs (Frequently Asked Questions)

Q: How do I dissolve a Florida LLC or corporation?
A: File Articles of Dissolution with the Florida Division of Corporations (Sunbiz) and follow legal procedures to notify creditors, pay debts, and distribute assets.

Q: Do I need approval from other owners to dissolve the business?
A: Yes. LLCs typically require majority member approval. Corporations require a board resolution and shareholder vote. We’ll help draft the necessary documents.

Q: Can I just stop operating without filing anything?
A: No. If you don’t officially dissolve, your business will remain active and continue to owe annual fees and taxes to the State of Florida.

Q: Do I need to cancel my EIN or business licenses?
A: Yes. We help with all post-dissolution cleanup, including IRS, local business licenses, and sales tax accounts.

Q: What if I owe money or have a business lawsuit pending?
A: You may still be able to dissolve, but we’ll advise on how to handle liabilities properly. Dissolution does not erase existing debts or obligations.

8. How to Retain Our Law Firm

We offer multiple access points tailored to your needs:

• Flat-Fee Retainers: Set pricing based on project scope (quoted after your consultation)
• 1-Hour Strategy Consultations: A high-impact session to assess your issues, answer questions, and develop a legal roadmap. Pricing starts at $500.00.
• 3-Hour Master Strategy Sessions: A deep dive analysis with detailed, actionable solutions tailored to your business challenges
• Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program (Read below)

All services are available in-person, by phone, or virtually.

9. Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program

Our flagship service is the BELAW Membership – Business & Entrepreneurship Law Advisor Program. This is an exclusive, members-only, 12-month ON-DEMAND legal and business support program at a predictable flat monthly fee, tailored to each business client—regardless of company size.

BELAW is open to business owners, entrepreneurs, for-profit companies, non-profits, and foreign investors. Our members range from startups and nonprofits to established businesses.

At the core of BELAW is our P.O.N.C.E. methodology, developed by Attorney Gil Sanchez, to help businesses not just stay protected—but grow strategically.

What you get with BELAW:

• On demand strategic legal consultations with Attorney Gil Sanchez
• Document review and compliance audits
• Guidance on contracts, leasing, employment, and liability
• Drafting Collection Notices, Cease & Desist Letters and Confidentiality Agreements
• Proactive legal support to mitigate lawsuits and reduce risk exposure
• Strategic input on revenue-generating decisions like expansion, licensing, and joint ventures
• Entrepreneur coaching and a growing library of business education resources
• Litigation retainer and hourly rate discounts

We’re available when you need us—on demand, without hourly billing.

We make it easy to get started:

• Call or text us at (813) 254-1777
• Or fill out the secure contact form below

A member of our team will respond promptly to schedule your consultation.

10. How to Contact Our Law Firm to Retain

We make it easy for you to retain us:

• Call or text: (813) 254-1777
• Email: info@blackrocklaw.com
• Or submit your request using the form below

Our team will promptly follow up to confirm availability and next steps.

11. Who You Are Hiring

When you hire our firm, you’re not just hiring a lawyer — you’re securing the insight, grit, and expertise of Attorney Gil Sanchez.

A proud double Gator, Gil earned both his undergraduate and law degrees from the University of Florida — one of the top public universities in the country. Since 2004, he has built a reputation as a formidable business and trial attorney, successfully trying cases before juries in both Florida state and federal courts.

Gil’s legal practice is deeply informed by real-life experience. He launched his first business at age 13 and has continued to build, lead, and advise companies ever since. He’s a licensed business broker (since 2007), an adjunct professor of entrepreneurship at St. Petersburg College, and a trusted advisor to entrepreneurs, professionals, and business owners across Florida.

He’s also an inventor, author, and public speaker — holding a U.S. utility patent and federal trademark. His invention was featured in TIME Magazine’s Best Inventions of 2023, and his legal insights have appeared on CNN, ABC’s 20/20, and other national platforms. Raised by Colombian parents in West Virginia and fluent in Spanish, Gil brings cultural fluency, resilience, and a fighter’s mindset to every client matter.

Above all, Gil is a devoted family man — happily married and the proud father of three beautiful children. His commitment to family shapes the way he practices law: with empathy, integrity, and a relentless drive to protect what matters most.

At Black Rock Trial Lawyers, you’re not just getting a legal technician — you’re hiring a battle-tested strategist who understands both the courtroom and the real world. That’s who’s fighting for you.

12. The Law Firm’s Geographical Reach

We proudly represent businesses across all counties in Florida. With the power of virtual consultations, online filings, and remote court access, we can support your legal needs anywhere in Florida—without compromising service quality.

Our main office is in South Tampa, Florida, with a satellite office in South Florida – Miramar, Florida.

From Miami to Jacksonville, Pensacola to Key West—Black Rock Trial Lawyers is here to help Florida businesses thrive.

13. Disclaimer

The information provided on this website is for general informational purposes only and is not intended to be, nor should it be construed as, legal advice. Every individual and business matter involves unique facts and circumstances that must be carefully evaluated. Additionally, Florida laws, including statutes and case law, are subject to frequent changes, and the information presented here may not reflect the most current legal developments. For a formal legal opinion or advice specific to your situation, you must consult directly with an attorney at our firm. No attorney-client relationship is formed by viewing this site or by contacting our office through this website.