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Business Dissolution

Before dissolving your Florida business, you must ensure that you have developed a clear, comprehensive exit strategy. Without proper planning, you may do serious damage to your financial interests, and possibly even end up in legal trouble. Our experienced Clearwater business law attorneys can help. Our firm has extensive experience assisting companies throughout the region, from issues involving business formation, to business litigation, to business dissolution. If you are considering dissolving your business, please do not hesitate to reach out to us today for immediate legal assistance.

We Serve All Types of Florida Businesses

Closing up your Clearwater, Florida business is not as easy as simply throwing up a ‘going out of business’ sign on your front door. There are many loose ends that you will need to tie up in order to protect yourself both financially and legally.

Of course, the exact steps that you will need to follow can vary dramatically depending on the exact nature of your business. Further, not all businesses end in the same manner. At our firm, we represent business and individual stakeholders in both voluntary business dissolutions and involuntary business dissolutions. No matter the legal form of your business, our team can help. We assist all types of Florida businesses with dissolution issues, including:

  • Sole proprietorships;
  • General partnerships;
  • Limited partnerships;
  • Limited liability companies (LLCs); and
  • Corporations.

Four Key Steps to Business Dissolution

  • Filing with the State of Florida

Unless you have a sole proprietorship, you will need to file dissolution papers with the state of Florida. Articles of dissolution must be filed under the guidelines established by the relevant state statute. For example, partnerships must file dissolution papers in accordance with the Florida Revised Uniform Limited Partnership Act of 2005, whereas corporations must do so in accordance with the Florida Business Corporations Act, and LLCs should dissolve under the Florida Revised Limited Liability Company Act. You should also look into to cancelling any outstanding licenses or permits that you may have from federal, state or local government agencies.

  • Notifying Tax Agencies

When you file for dissolution, your business will likely still have some outstanding tax liabilities. It is critically important that all tax issues are properly handled. First, you should notify the Internal Revenue Service (IRS), the Florida Department of Revenue and any other state or local tax agencies to which your company may owe money that your business is shutting down. Tax issues can be incredibly complicated, and while the IRS provides a general guide for those who are dissolving a business, it is best to always work through your attorney.

  • Notifying Affected parties and Settling Debts

No matter your business form, you have a legal obligation to notify your creditors (and other affected parties) that your company is shutting down. To be clear, this means that you should take proactive steps to reach out to:

  • Lenders;
  • Insurance companies;
  • Suppliers;
  • Vendors; and
  • Other service providers.

This part of the process is often referred to as ‘winding up the business’. The failure to take the proper measures during this part of the dissolution process could result in your company facing a lawsuit. Certainly, a lawsuit is the last thing any business owner wants to deal with after closing down their company.

Once you notify creditors and suppliers, you should expect to receive notification of any remaining claims. With your other business partners, you can inspect these claims in order to determine whether or not they are valid. If you decide to reject any creditor or supplier claim, you should be sure to consult with an attorney immediately.

  • Dividing Assets and Liabilities

Finally, the last steps of dissolving a business are to sell off the remaining assets, and then to conduct distributions to all stakeholders. In many cases, this part of the process can become highly complex. Even if the business dissolution is fully voluntary, intense disputes can arise between stakeholders, who might not agree on how the remaining assets should be used or distributed. If you are having any trouble with making final distributions, a Clearwater business law attorney can help. Indeed, once a shareholder dispute arises, it is imperative that you seek individual legal assistance as soon as possible. Do not let your rights or interests take a back seat.  

Contact Our Office Today

At Clearwater Business Law, our experienced legal team has considerable experience handling business dissolution cases. To request your initial business law consultation, please call us today at (727) 785-5100. We proudly serve businesses and individuals in Clearwater and the surrounding communities, including in Palm Harbor, Tarpon Springs, New Port Richey, Safety Harbor and Dunedin.


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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