Closing a Corporation in Florida

There are many reasons why you may want to close your corporation, however, you should be aware that whether your company has taken off the ground or not, there are specific steps you need to take in order to dissolve it. The general process is simpler if the corporation does not have any distributed shares, but you must still follow procedure in order to avoid the accumulation of fees for non-payment of the corporation’s annual report as well as other business debts.

1. If you have distributed shares, you must have a shareholders meeting to notify each share holder of your intentions. Then, the board of directors needs to bring the issue of dissolution up for a vote. Last, the shareholders’ vote must result in a majority in favor of dissolution in order to proceed.

2. Obtain the articles of dissolution through the Florida Department of State, Division of Corporations or through the Amendment Section of the Division of Corporations in Tallahassee.

   1. If your corporation has not issued shares or has not started conducting business, you must refer to Section 607.1401 of the Florida statutes.

   2. If your corporation is in business and/or has shares, you must refer to section 607.1403 of the Florida statutes.

3. Complete the corresponding forms for dissolution. They are fairly standard, and will require for you to include the corporate name you registered with the Florida Department of State and the filing date of the articles of incorporation. If the corporation has shareholders, you will need to include proof that the majority of shareholders agreed to the dissolution of the entity.

4. You will need to choose a date as far as 90 days out from the date of filing for the corporation’s dissolution.

5. When submitting the paperwork, include a cover letter with your current contact information, or that of the agent overseeing the dissolution of the business. You may draft your own cover letter, or use the form available on the Florida Department of State’s website.

6. File your paperwork by mailing it (with payment for associated fees) to the Department of State, Amendment Section of the Division of Corporations. You may contact them if you are unaware of which fees you are required to pay. Once received by the Amended Section, they will acknowledge filing of the dissolution with a final letter.

If you and your shareholders are considering dissolution of a corporation, but have additional concerns, Kelley Kaplan & Eller invites you to schedule a consultation with our attorneys. Kelley Kaplan & Eller specializes in matters concerning the structuring, selling, and dissolution of corporations and business in West Palm Beach. Kelley Kaplan & Eller will be able to provide insight in all circumstances.