Florida Dissolution of Business Attorneys
Dissolving any business in Florida is a complex procedure and should only be done with the help of qualified legal counsel. At DML Attorneys, P.A., our corporate attorneys have the experience to advise you through the entire process. If you are considering or in the process of dissolving a business, contact our trusted attorneys to help you navigate all the necessary steps.
Despite a variety of reasons for shutting down a business or corporation, in most cases, the reason for dissolving a business is not positive. Regardless of whether the business was no longer profitable, or the owners simply wanted to close the doors to begin a new business venture, the process required for business dissolution is quite extensive and will depend entirely on the type of business entity it is.
To schedule a consultation with one of the attorneys at DML Attorneys, P.A., contact us online, or call us at (813) 252-0355 today.
How to Dissolve a Sole Proprietorship
A sole proprietor, responsible for all decisions regarding the business, can terminate his or her business at any point in time. To avoid violating federal laws, and prevent any legal/financial liability, an individual owning a sole proprietorship must follow specific guidelines when dissolving her or her business. These steps include:
Written 60 days’ notice of planned termination must be distributed to all employees if the business has more than 100 employees working on average more than 20 hours per week. Additionally, final paychecks and final tax paperwork must be given to employees.
Any business licenses acquired for the operation of the business must be cancelled. The business’s sales tax ID must also be deactivated. Any outstanding sales tax must be paid to the state.
Any business credit cards, and bank accounts must be cancelled and closed. Additionally, lease agreements and contracts for utilities must also be cancelled.
Property must be sold or otherwise disposed of.
Any vendors and clients of the business must be notified of the dissolution. Any outstanding contracts must be completed, and payments made.
All final tax paperwork must be filed.
How to Dissolve a Partnership
Because a partnership is a business entity formed by at least two people, a dissolution of a partnership tends to be more complicated than that of a sole proprietorship. In order to effectively dissolve a general partnership in Florida, each partner must file a Certificate of Dissolution, which indicates that reasons for termination and signed approval from each of the partners. After filing a Certificate of Dissolution, the partners next steps must include:
Company assets must be liquidated. Any remaining assets should be allotted among partners.
Outstanding liabilities should be settled.
All parties/entities with a vest interest should be notified (this includes informing employees, clients, customers, and creditors of the business’s termination).
All taxes must be paid.
How to Dissolve an LLC
Typically, a limited liability company’s initial formational documents include a section with regulations concerning a dissolution of business. For this reason, dissolving an LLC tends to be much more straightforward than any other business entity. However, it is still beneficial to hire a legal representative to advise you throughout the process. To dissolve an LLC, an Articles of Dissolution must be filed with the Florida Department of State’s Division of Corporation. The Articles should assert the date of dissolution, reason for dissolution, and that all debts and liabilities have been paid or are arranged to be paid. After the Department of State’s Division of Corporations reviews the Articles and issues a Certificate of Dissolution, the LLC must effectively shut down business.
How to Dissolve a Corporation
In accordance with State of Florida guidelines, there are several ways a corporation can be dissolved. The initial steps taken to dissolve a corporation depend on whether the corporation has shareholders. However, the important detail here is that ultimately, once the decision to dissolve the corporation has been made, a legal document called Articles of Dissolution must be filed. The Articles of Dissolution then begins the process of liquidating a corporation’s business and affairs. This process includes:
Collecting assets.
Discharging liabilities.
Distributing property to the shareholders and disposing of any property not allotted.
Informing parties/entities with a vested interest of dissolution (employees, clients, creditors, etc.).