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Business Dissolution in Florida: 3 Things You Should Know

Written on February 26, 2020

Whatever the reason you’re winding down your company as a business owner, you’re probably aware that you need to comply with relevant federal and state legal requirements for dissolution in Florida. After all, an entity doesn’t just cease to exist by closing its doors. However, there’s a big difference between knowing that you’ve got a few To-Do’s and actually getting them done. If you don’t follow the proper steps that apply to your specific circumstances, you’re not maximizing your interests as a stakeholder 

If you’re considering wrapping things up with your company, the first thing you should know is that the best strategy for protecting your investment is seeking help from a Clearwater, FL business dissolution attorney. You might also benefit from reviewing a few other general considerations.

(1) There are multiple steps involved with dissolution:

You’ll need to complete various tasks associated with closing your business, so proper preparation is essential. Though the details vary depending on your specific situation, the steps include:

  • Vote and Resolution: Any business with multiple stakeholders, including corporations, LLCs, and partnerships, must follow the procedures listed in the organizational documents. In most cases, you’ll need consent from owners to dissolve a business – whether it’s a majority, two-thirds, or unanimous vote. Once you officially conduct a vote, you’ll need to record the matter through a resolution or include it in the meeting minutes.
  • Filings with the State of Florida: You must inform the Florida Division of Corporations of your intention to dissolve your company. In your paperwork, you’ll need to include business debts, legal liabilities, your resolution to dissolve the business, and the manner in which you distributed assets to owners.
  • Cancel Licenses and Permits: If you’ve maintained any credentials in the name of the business, you should reach out to the appropriate government agency to inform them of dissolution.

(2) You must notify and resolve creditor claims:

In addition to the above steps, you must pay any known debts and notify creditors that you are winding down your business. Close your bank accounts and cancel all credit cards. If company assets are insufficient to cover the amounts you owe, you may be able to negotiate to resolve these claims. However, creditors may want to review any company assets as collateral for the debt.

(3) Your business must still comply with relevant tax laws:

Even once you’ve completed the necessary steps, keep in mind that you may have incurred tax liability for the tax year in which you dissolved your company. You must file official forms with the IRS, state and local agencies to inform them that you ceased operations.

Contact a Clearwater, FL Business Law Attorney for More Information

At Clearwater Business Law, our team is experienced in handling business dissolution for clients throughout Pinellas County and the surrounding area. We can provide advice on actions that serve your interests, and counsel you during the entire process. To learn more about how we can assist with winding down your Florida business, please call our office at (727) 785-5100 to schedule a consultation with one of our skilled lawyers.


I strongly endorse Andrew Mongelluzzi. He is a very skilled and able business attorney focused on customer service and results. On the front end, Andrew deftly advises new businesses on organizing properly, acquiring necessary licenses, contracting with vendors & customers, and dealing with various compliance issues that may arise. On the back end when things go south, Andrew counsels and navigates businesses through complex commercial disputes and aggressively represents them in negotiations, mediation, arbitration, and in litigation so that businesses can legally move on and get back to business. Andrew’s ability to identify legal issues and approaches to resolve business-related issues is a strength that I have learned from and professionally relied upon in approaching the business matters and cases that I handle. I regularly refer business to Andrew knowing that he will diligently represent his business clients and their best interests.
Relationship: worked together on matter

- Frank N. Genco, Florida Bar No. 440086

Attorney Mongelluzzi and his team provided excellent and quality service. I always felt that my needs were met and that the firm was invested in me and my case. The quality services I received at Mongelluzzi’s firm were remarkable. From the initial meeting they were responsive to my calls, questions and concerns. All issues were handled professionally and timely, easily accessible, got back to me quickly, aggressive and got me the results that I wanted. Attorney Mongelluzzi and his staff all gave my case their personal attention and provided the quality of work that anyone would want when hiring an attorney.

- Client

Andrew is very thorough defining the outcome expectations. In my case, it was setting up a new corporate entity. He advised me on the most beneficial option and he then executed on that path. Andrew is a very pleasant person to work with. He is determined, skilled and committed to his client’s success.

- Gil Pinney

Andrew helped me through a difficult situation with American Express and we won the case. A great job by Andrew! He also helped me with T&C’s in my company. I would recommend Andrew highly as an attorney.

- John Sams

As a business owner for 12 years I have seen my fair share of ups and downs. Some of the downs would include landlord/tenant disputes and creditors that may have not been fulfilled to agreement. Andrew has met both of these situations for me in a timely, positive, and affordable manner.

- Rich Mattes

It was very nice to have a lawyer who not only is fierce in negotiations but has been successful in business. This is a lethal combination. I was glad he was on my side.

- Nigel Castanheiro

Andrew helped me with a contract litigation case. The lawyers battled it out for over a year and we finally got a reasonable settlement offer. Then the other side tried to back out. Andrew figured out how to force the other side to honor the deal and really knows his way around the court system. Definitely feel comfortable using him again.

- John Ellis


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