How to dissolve a corporation in Florida
Florida dissolution under FBCA §§ 607.1401 to 607.1422 is procedurally simpler than most states because Florida has no general state corporate income tax. Articles of Dissolution are filed with the Department of State after shareholder approval by majority of outstanding shares (or written consent of all). FBCA § 607.1407 provides a 4-year post-dissolution claim window with shorter periods available through formal claim-bar notice.
| Form | Articles of Dissolution (filed with Florida Department of State, Division of Corporations) |
|---|---|
| Approval threshold | Board resolution under § 607.1402 plus shareholder approval by majority of outstanding shares (default); written consent of all shareholders under § 607.1402(2) |
| Tax clearance | No state corporate income tax clearance required (Florida has no general state corporate income tax); Department of Revenue confirmation may be needed for net-income-from-Florida-sources tax |
| Wind-up period | No fixed statutory period; § 607.1407 permits post-dissolution claims for 4 years (3 years for known claims with notice, longer for unknown) |
| Form | Articles of Dissolution |
| Statute | FBCA §§ 607.1401-607.1422 |
| Approval | Board + majority of outstanding shares; or written consent of all |
| Tax clearance | None required for general state corporate income tax (Florida has none) |
| Wind-up period | 4 years general; shorter with formal claim-bar notice |
| Filing fee | $35 (Department of State) |
- Florida dissolution under FBCA §§ 607.1401-607.1422
- Board + majority of outstanding shares (or written consent of all)
- No state corporate income tax clearance required
- $35 Department of State filing fee
- 4-year post-dissolution claim window; shorter with formal § 607.1407 notice
Florida's simplified dissolution
Florida dissolution is procedurally simpler than many US states because Florida has no general state corporate income tax. The Articles of Dissolution are filed with the Department of State (Sunbiz portal); there is no separate Department of Revenue clearance requirement for general state corporate income tax. This makes Florida one of the simpler US states for dissolution.
Approval thresholds
Default is board resolution plus majority of outstanding shares (FBCA § 607.1402(1)). Written consent of all shareholders is permitted under § 607.1402(2). Both paths are similar to Delaware's standard and short-form dissolution thresholds.
The 4-year claim window under § 607.1407
FBCA § 607.1407 sets a 4-year general post-dissolution claim window (longer than Delaware's 3-year wind-up). The corporation can shorten the period for known claims by giving formal notice (similar to Delaware's § 280 procedure): notice to known claimants, publication for unknown claimants, claim period of at least 120 days. After the claim period ends, claims that were not asserted are barred (with respect to those parties who received notice).
Reconciliation to the minute book
The dissolution resolution, the Articles of Dissolution acknowledgment, the formal § 607.1407 claim-bar notices (if used), the creditor publications, the final tax returns, and the wind-up distributions records are placed in the minute book.
The Sunbiz filing experience
Florida's Sunbiz portal handles the Articles of Dissolution filing electronically. The filing is processed quickly (often same-day) and produces an immediate acknowledgment. The simplicity of the Sunbiz system is a factor in Florida's popularity for incorporation by snowbirds and personal-asset-planning structures.
Procedure
The corporate-dissolution procedure as it applies in Florida, in seven steps:
Pass board resolution and obtain shareholder approval
Board resolution recommending dissolution. Shareholder approval by majority of outstanding shares (or written consent of all). Document the vote in the minute book.File the Articles of Dissolution
File Articles of Dissolution with the Florida Department of State through the Sunbiz portal. Filing fee $35. Processing is typically same-day. Receive the filing acknowledgment.Wind up the corporation
Collect receivables, pay liabilities, distribute remaining assets to shareholders. The corporation continues to exist for winding-up purposes during the 4-year window under § 607.1407.Implement § 607.1407 claim-bar notice (optional but recommended)
Send notice to known claimants with at least a 120-day claim period. Publish notice in a Florida newspaper for unknown claimants. After the claim period, claims that were not asserted (against parties who received notice) are barred.Pay all state and local taxes through dissolution
Florida has no general state corporate income tax, but local property taxes, sales tax (if registered), and any Florida-source income tax under Chapter 220 must be paid through dissolution date.Final federal tax filing
File final federal income tax return (Form 1120) marked as final. Florida-only corporations have no parallel state filing for general corporate income tax.Place final documents in the minute book
The Articles of Dissolution acknowledgment, the § 607.1407 notices, the creditor publications, and the final wind-up records are placed in the minute book.
Common mistakes
Florida dissolution is simpler than most US states but procedural errors still occur. Common mistakes:
- Skipping the § 607.1407 formal claim-bar notice. Without it, the 4-year general window applies; the formal notice can shorten this materially for known claims.
- Assuming Florida has no state tax obligations at dissolution. Property tax, sales tax (if registered), and any Florida-source Chapter 220 tax must still be paid through dissolution.
- Confusing administrative dissolution (under FBCA § 607.1420 for non-filing) with voluntary dissolution. Reinstatement procedures differ.
- Failing to retain records post-dissolution. Florida records-retention obligations continue for the 4-year claim window (and longer for tax records).
Octelligence captures the dissolution resolution, the tax-clearance correspondence, the wind-up distributions, and the post-dissolution records retention against the live corporate record. The FBCA approval threshold, the tax-clearance requirement, the wind-up window, and the records-retention obligation are jurisdiction-aware, so the corporation can be wound up and the records held cleanly for the statutory post-dissolution period.
See Digital Corporate RecordsCommon questions in Florida
Octelligence documents the dissolution resolution, the FBCA tax clearance, the wind-up distributions, and the post-dissolution records retention against the live corporate record.