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How to close an LLC

Closing an LLC means filing dissolution papers with the state and then winding up the company's affairs. In Florida the articles of dissolution state the company name, the event that caused dissolution, and any delayed effective date. Texas adds a step: the Secretary of State accepts a termination only with a certificate from the Comptroller.

Last checked against the official sources listed on this page.

Published by Vermilion Vitez LLC, which sells LLC formation and resells registered-agent service fulfilled by Registered Agents Inc.

Dissolution and winding up are two steps

When an event described in the statute occurs, a Florida LLC delivers articles of dissolution for filing. The articles state the company's name, any delayed effective date, the occurrence that resulted in dissolution, and, if there are no members, the name, address, and signature of the person appointed to wind up the company (Fla. Stat. 605.0707).

When the state files the articles and all fees are paid, it issues a certificate of dissolution. After that the company stops conducting business and continues only to wind up its affairs, with the exception of lawsuits, other proceedings, and appropriate action under the chapter.

The Florida filing and fee

The articles of dissolution are filed with the Division of Corporations, and the fee schedule lists Articles of Dissolution or Withdrawal at $25.00.

The Texas path adds a tax step

Texas will not accept a termination until the entity's tax account is current. The Comptroller's termination steps are to file all outstanding franchise tax and Public or Ownership Information Reports, file any required final franchise tax report, pay any tax, penalty, and interest due, close other tax accounts, request a certificate of account status, then submit to the Secretary of State the certificate of account status (Form 05-305), the termination forms, and the filing fees.

The Secretary of State lists the termination fee for a Limited Liability Company at $40, requires a Certificate of Account Status for Termination from the Comptroller, and names an authorized manager or authorized member-manager as the signer. A printout of the Franchise Tax Account Status page cannot be used in place of the certificate.

A final franchise tax report covers the entity's accounting data from the day after its last annual report period ends through a date within 60 days of the termination date. The certificate of account status is valid through December 31 of the year it is issued.

If the LLC was already dissolved

Depending on the state, a company that fell out of good standing may need reinstatement before it can close. Vermilion Vitez sells reinstatement filings for a company that wants to restore good standing instead.

Filing help

Vermilion Vitez sells dissolution and reinstatement filings.

Related page on vermilionvitez.com: https://vermilionvitez.com/reinstate-llc

Official sources

FAQ

What is the difference between dissolution and termination?

Dissolution is the filing that starts the end of the company and moves it into winding up. Termination is the later point at which the entity's existence ends after the outstanding requirements, including taxes, are satisfied.

How much does it cost to dissolve a Florida LLC?

The Division of Corporations lists Articles of Dissolution or Withdrawal at $25.00.

Why does Texas make me get a tax certificate before terminating?

The Secretary of State will not accept a termination without a Certificate of Account Status for Termination from the Comptroller showing the entity has satisfied its franchise tax requirements. A printout of the account status page does not replace it.

How long is the Texas certificate of account status valid?

The certificate is valid through December 31 of the year it is issued.

This page is general information about how a filing works, taken from the official sources listed above. It is not legal, tax, or financial advice, and it does not recommend any business structure. Confirm current forms, fees, and deadlines on the official source before you file.

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