How to dissolve a corporation in Florida

What does it cost to dissolve a corporation in Florida?

Florida is one of the simpler states on the filing side. The Division of Corporations, the office behind the Sunbiz system, charges a modest fee to file a corporation's Articles of Dissolution, commonly around $35. Confirm the current amount, because corporation fees can differ from LLC fees. There is no franchise-tax minimum like California's and no tax-clearance certificate to obtain first, so the state side is genuinely quick.

Fees change; we confirm the current figure with the Division of Corporations before we file. See the wider picture on the main corporation guide.

How do the board and shareholders approve dissolution?

A Florida corporation dissolves through its governance structure in two moves under the Business Corporation Act. First, the board of directors adopts a resolution recommending dissolution. Second, the shareholders approve it, generally a majority of the shares entitled to vote. If the corporation never issued shares or began business, the incorporators or initial directors can dissolve it instead.

Record both the board resolution and the shareholder approval in writing. Even a single-shareholder corporation completes both. That record supports the Articles of Dissolution and confirms the dissolution was authorized.

How do you dissolve a Florida corporation, step by step?

1. Board resolution to dissolve. The directors recommend dissolution, recorded in the minutes.
2. Shareholder approval. Shareholders vote to approve, generally by a majority of shares, recorded in writing.
3. File Articles of Dissolution. Submit the Articles of Dissolution to the Florida Division of Corporations through Sunbiz and pay the fee.
4. File IRS Form 966 within 30 days. The Corporate Dissolution or Liquidation form, filed within 30 days of adopting the resolution or plan.
5. Wind up the business. Notify creditors, settle or provide for debts, collect receivables, and distribute anything left to shareholders, creditors before shareholders, always.
6. File final returns and close accounts. File the final Florida corporate income tax return, close Department of Revenue accounts such as sales tax and reemployment tax, file the final federal return marked final, and close the IRS business account.

What are the Florida Articles of Dissolution?

A Florida corporation files Articles of Dissolution with the Florida Department of State, Division of Corporationsthrough the Sunbiz system. The document names the corporation, states the date dissolution was authorized, and confirms shareholder approval. It can be filed online or by mail. If you are closing a Florida LLC rather than a corporation, see how to dissolve an LLC in Floridathe process is similar but the approval mechanics differ.

Does Florida require tax clearance first?

No. Florida does not require a tax-clearance certificate before the Division of Corporations will file Articles of Dissolution, and there is no state personal income tax. Corporations do pay Florida corporate income tax, so a corporation that operated files a final Florida corporate income tax return and closes any Department of Revenue accounts, but none of that gates the dissolution filing itself.

IRS Form 966 and final returns

Form 966, “Corporate Dissolution or Liquidation,” is the federal filing unique to corporations closing down. A dissolving Florida corporation files it with the IRS within 30 days after the board and shareholders adopt the resolution or plan to dissolve. Because that clock runs from the approval, not from your Sunbiz filing, it is easy to complete the Florida side and forget the federal one.

A dissolving corporation also files a final federal income tax return with the “final return” box checked, Form 1120 for a C-corp, Form 1120-S for an S-corp, plus its final Florida corporate income tax return. We cover the whole federal sequence on the final tax return page.

Your EIN and the IRS account

Here is the step almost everyone misses: the EIN. The IRS does not cancel an EIN. The number is permanent and never reassigned. What you do instead is ask the IRS to close the business account behind it, and the IRS will not close it while final returns are outstanding. The Sunbiz filing gives the IRS no signal at all.

How long does it take in Florida?

The paperwork is quick to prepare, and Sunbiz online filings are often processed within a few business days, though times vary with the queue. Form 966 and the IRS account closure run on the federal clock, generally several weeks each and independent of the state filing.

Confirm current Sunbiz processing times before relying on a date.

Rather have your Florida corporation closed properly?

We prepare and file the Articles of Dissolution, guide the final Florida and federal returns, make sure Form 966 lands inside its 30-day window, and, if your corporation ever had an EIN, close the IRS business account too. If you're not sure which package is yours, a specialist is on WhatsApp 24/7 and will tell you straight.

This page is general information about dissolving a Florida corporation, not legal or tax advice. Final-year corporate tax, insolvency, and contested claims can have significant consequences, confirm your specific situation with a qualified attorney or tax professional before you act.