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How to Properly Dissolve Your Business

Written on July 21, 2017

Florida law requires business owners to comply with a number of complex procedures when dissolving a business. How a business is dissolved will also depend on whether it is an LLC, a sole proprietorship, a general partnership, or a corporation. To ensure that you take all of the steps necessary for dissolving your company correctly, please contact an experienced business law attorney who can explain your legal rights and obligations.

Sole Proprietorships

A sole proprietorship is a term used to describe a business entity that is owned by a single person who is legally responsible for all business-related decision making. Because they have exclusive control over their companies, sole proprietors can dissolve their businesses at any time. However, there are a few steps that business owners must still take before a company can be dissolved. For instance, businesses that have more than 100 employees must be given written notice at least two months prior to termination. The business owner must also cancel its business license and deactivate its sales tax ID number. Once the owner has made arrangements for the completion of any remaining contracts and has paid any outstanding sales tax, the business will officially be dissolved.


Dissolving a partnership is a bit more complicated, as these business entities involve at least two or more partners, all of whom are legally and financially liable for the business. To dissolve a general partnership, the partners must file a Certificate of Dissolution, which must include the reason for termination. They must then liquidate all of the company’s assets, settle debts, and notify employees, creditors, and customers of the company’s dissolution. Finally, the partners will need to distribute the remaining assets amongst themselves and pay any outstanding taxes.

Limited Liability Companies

To dissolve an LLC, the business owners must file Articles of Dissolution with the Florida Department of State’s Division of Corporations. This document must include the date of and reason for the dissolution. Once all debts have been paid, the Department will issue a Certificate of Dissolution. However, in some cases, a vote of the company’s members will be necessary to officially dissolve the company. Otherwise, all members will need to provide written consent before the company can be dissolved.


There are actually a number of ways to dissolve a corporation in Florida. If a company has not issued any shares, it can quickly be dissolved by the directors who must file Articles of Dissolution. However, if there are shareholders, a dissolution can be achieved by:

  • A recommendation from the Board of Directors and a vote by shareholders; or
  • Written consent of the shareholders.

Once the decision has been made to terminate the business, the Articles of Dissolution must be filed.

Call an Experienced Florida Business Law Attorney Today

Whether a company is an LLC, a general partnership, a corporation, or a sole proprietorship, owners must deal with a number of specific issues before dissolution can be achieved, including paying taxes, paying off debts, and distributing assets. To speak with an experienced business law attorney about a business dissolution, please contact Clearwater Business Law at (727) 785-5100 today.


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.
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