| Filed by | The seller's corporation or LLC, through its officer, manager or an authorized agent |
|---|---|
| Agency | Florida Division of Corporations, filed through Sunbiz |
| Timing | After tax and payroll accounts are closed, and after any seller note is paid |
Watch for: Do not dissolve while you still hold a note from the buyer or have claims that could be made against the entity.
The Company Does Not End When the Assets Leave
In an asset sale, the buyer takes equipment, contracts and goodwill. Your legal entity, the corporation or LLC, stays on the state's records until you dissolve it.
If you do nothing, the state still expects an annual report each year, and a missed one brings a late fee and can lead to administrative dissolution.
Step One: Change the Name if You Sold It
Many sales include the company name. If the buyer is taking the name, your entity usually has to change its own name, so the buyer can register it. Your attorney typically files an amendment with the Division before or at closing.
Check that the contract says who handles this and when.
Step Two: Close Out Other Accounts First
Dissolving early can complicate tax filings. Most advisors suggest closing tax and payroll accounts and getting any tax clearance first. See closing your Florida sales tax account after a business sale.
You may also need a final federal return and final payroll filings. Your CPA will tell you the order.
Step Three: Decide Whether to Dissolve Now
Keep the entity alive in these cases:
- You hold a note from the buyer and will be paid over time
- The contract has a holdback or a payment tied to later results
- You carry indemnity duties or warranty claims that could arise
- A lease or contract is still in the entity's name
Keeping it alive costs an annual report fee and a little paperwork. Dissolving too soon can make those obligations harder to handle.
The Dissolution Filing
Florida corporations and LLCs file articles of dissolution with the Division of Corporations. The Division's fee schedule lists the filing fee for each entity type. You can file online through Sunbiz.
Before filing, hold the vote or written consent your company documents require. Keep a copy with your records.
Winding Up
Dissolution does not erase debts. The entity still has to pay what it owes and distribute what is left to the owners. Notices to creditors and the order of payment follow state law, so ask your attorney.
Put the proceeds from the sale through the entity's accounts rather than around them. Clean books help in an audit.
Annual Reports Until Then
Florida annual reports are due between January 1 and May 1. A report filed after May 1 carries a late fee set by the state. If the entity will live another year because of a seller note, mark the date and file on time.
Sole Owners and Partnerships
If you sold a sole proprietorship, there is no entity to dissolve, though you may have a fictitious name registration to cancel. Partnerships follow the terms of their agreement and any registrations with the Division.
What Else to Check
Property tax comes next, covered in Florida tangible personal property return in the year you sell. Also think about the note, discussed in Florida documentary stamp tax on a seller financed note.
Common Mistakes
- Dissolving before the buyer has paid in full on a note
- Forgetting to change the company name when it was sold
- Missing the May 1 annual report deadline in the year of sale
- Closing the bank account while bills or refunds are still due
- Leaving a lease or utility in the old entity's name
None of these is hard to fix, but each costs money or time. A simple closing checklist from your attorney prevents most of them.
Who Signs
The person who files should have authority under your company documents. If you are not sure who that is, check the operating agreement or bylaws before the filing is submitted.
Plan the Timeline
Write a short list with dates: name change at closing, final returns, last annual report, dissolution after the note is paid. Share it with your CPA and attorney so nobody assumes someone else has it.
Sources and a Caution
This page draws on the Florida Division of Corporations' Sunbiz pages and fee schedules, and on summaries from Florida business attorneys. It is general information, not tax or legal advice. Confirm the details with your CPA or attorney.
A broker can walk you through the full closing order. Use the form or call (305) 555-0147.