Florida Business Dissolution | Clearwater Business Law

We Help Clients With Voluntary and Involuntary Business Dissolutions in Florida

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 Whether you are preparing for a voluntary dissolution or involuntary dissolution, it is crucial that you are well-prepared.

At Clearwater Business Law, we have extensive experience providing solutions-driven legal services to 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.

What is a Business Dissolution?

WE SERVE ALL TYPES OF FLORIDA BUSINESSES

Broadly explained, a business dissolution is the process of legally terminating a business’s existence. The dissolution of a company in Florida may occur for various reasons such as bankruptcy, retirement, or a decision by owners to pursue different ventures. When done properly, the process involves several steps to ensure that the business wraps up its operations responsibly. What exactly the business dissolution process in Florida entails will depend on many factors, including the legal structure of the business and the relationship with other parties.

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.

An Overview of Business Divorce

As part of our business dissolution practice, our Clearwater commercial law attorney has extensive experience helping clients navigate business divorces. Broadly speaking, a business divorce refers to the separation of business owners, which could involve either partners or shareholders, within a business entity. The separation often results from disagreements over management, personal conflicts, financial issues, or diverging visions for the company’s future. Business divorce is a complex process, as it involves the disentanglement of shared assets, responsibilities, and interests, and may necessitate legal intervention. Some of the key parts of the process typically include:

Evaluation of Agreements: As part of your business divorce, be sure to review any partnership or shareholder agreements that may dictate the process of separation.
Legal Representation: You do not have to navigate a business divorce alone. A lawyer can help. Employ legal counsel to ensure fair representation and adherence to legal protocols.
Negotiation: With business divorce, it is generally best to try to take an amicable, low-conflict approach. Engage in negotiation to reach mutual consent on a separation.
Resolution of Debts: As part of your business divorce, you will have to figure out how to handle any debts. Determine how the business’s liabilities will be divided or settled.
Division of Assets: Allocate company assets equitably among the separating parties. It is crucial that your personal and professional financial interests are fully protected.

Ultimately, the core objective of a business divorce is to minimize disruptions and ensure that the separation process is conducted in the proper manner. With a business divorce in Florida, it is imperative that all of the “loose ends” are tied up. No matter the situation that you are dealing with, an orderly and well-handled business divorce process will put you in a better position for the future.

How Do I File a Business Dissolution in Florida?

There are requirements that most businesses—with the exception of sole proprietorships—need to follow in Florida. Indeed, filing a business dissolution in the state involves a series of steps to ensure the business is closed legally and responsibly. Depending on your situation, you may need to file a Notice of Corporate Dissolution with the Florida Department of State, Division of Corporations. After that is done, you may need to file Articles of Dissolution by downloading the appropriate form from the Division of Corporations’ website. For many businesses in Florida, another necessary step in the dissolution process is to file a final tax return.

Do I Need to Sell My Business?

No—but business dissolution often involves the sale of assets. Depending on your specific situation, you may or may not want to conduct some form of sale as part of the dissolution process. Still, it is important to remember that a dissolution is the termination of the operation of the company. It involves the closing of the business. However, a business dissolution—when done properly—can often make it easier for a company to sell off its remaining assets to third parties. Indeed, in some cases, buyers are more interested in doing an “asset purchase” of a business than a “stock purchase.” As such, a business dissolution can actually be useful to facilitate a sale of commercial assets.

Assets may include physical property such as equipment, inventory, and real estate, as well as intangible assets like customer lists, trademarks, or domain names. By liquidating these assets, the business can generate funds necessary for paying off creditors, meeting any legal obligations, and distributing any remaining assets among the owners. If you have any specific questions or concerns about an asset sale, our Clearwater, FL business dissolution attorney is available to help.

What Business Forms Do I Need for a Business Dissolution in Florida?

It depends. In Florida, to dissolve a business, you will need to file the specific forms with the Department of State, Division of Corporations. The precise form that you will need depends on the time of the company that you are dissolving. Here is an overview of the business dissolution forms:

For corporations, you will need to file the “Florida Profit Corporation Articles of Dissolution” (Form CR2E009); and
For limited liability companies (LLCs), you will need to file “Articles of Dissolution for Florida Limited Liability Company” (Form CR2E009).

Beyond that, it is advisable to file a “Notice of Corporate Dissolution” to inform creditors and claimants. Of course, in addition to state forms, you should also file final tax returns and necessary forms with the Internal Revenue Service (IRS).

FOUR KEY STEPS TO BUSINESS DISSOLUTION

Sole proprietorships

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 a contracts Lawyer.

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.

Why Rely On Our Clearwater Business Attorney for a Business Dissolution

Even when you are ready to move on, dissolving a company is never easy. There are many complex legal and logistical issues that need to be addressed and resolved. At Clearwater Business Law, we have extensive experience handling voluntary and involuntary business dissolutions in Florida. Our founder Andrew J. Mongelluzzi provides proactive, solutions-focused legal guidance and support to small and mid-sized business owners. When you reach out to our Clearwater law office, you will have an opportunity to consult with a Florida business dissolution attorney who can:

Listen to your story, answer questions, and help you understand your options;
Help you gather and prepare all relevant supporting documents and records;
Handle the business dissolution paperwork;
Ensure that all parties are notified in accordance with state law; and
Take whatever legal action is needed to effectively protect your interests.

CONTACT OUR OFFICE TODAY

At Clearwater Business Law, our experienced legal team has considerable experience handling business dissolution cases. If you have any questions or concerns about business dissolutions, we can help. 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.