Ending your business is never an easy decision to make. Whether you're investing in a merger, your business has simply met the natural end of its life, or you're retiring with no interest in selling the business, this guide should help you make the proper arrangements to finish your LLC. We hope you come to this information under only the best of circumstances but realize you may not. Therefore, all intentions are meant in the kindest way. Let's look at ending your LLC. As your registered agent in Florida we're happy to help in any way we can.
Tax Clearance
This is, perhaps, one of the greatest concerns that most business owners have. Though you must, eventually, file a dissolution claim with the Florida Department of Revenue, they are very lenient in this state. You do not have to do this prior to the dissolution of your LLC in general. However, it is best to do these as close as possible to prevent any sort of problem with final taxes in the next year.
Since we cannot update this immediately upon changes to the Florida governance, we do strongly recommend that you give them a call during the dissolution of your LLC. It is always better to be safe than sorry and the phone call only takes a short amount of time.
Saying Goodbye
To finish your business, you will need to file a dissolution claim with the State of Florida. There is a $25 filing fee which can be paid with the submission of the form. However, if this is needed immediately (such as in the case of a death to settle bills, etc.), you can appear in person prior to 4:00 pm any weekday that is not a government holiday and request for same-day transaction to take place.
Otherwise, the typical turnaround for your dissolution is 1 week. You should be notified both when your documents arrive and when they are accepted, processed, and finished. To further find the current wait time or the status of your dissolution request, contact the office for more information.
You may wish to retain certain records or items from your office that display your letterhead or other logos, memorabilia, or items such as that from your retired LLC. This is acceptable so long as they do not violate any cause for the dissolution of your LLC or reasoning. Do realize that you may need to copyright or patent designs and materials if you desire to use them outside of your LLC once it is dissolved.
In the Case of Mergers
Mergers represent a slightly different take on this entire perception of dissolving an LLC. In essence, the larger of the two companies typically comes out on top. It "swallows" the other company and retains all rights, appearances, and so forth to diversify its own portfolio.
The one difference is when two LLCs come together to become one incorporated union. In this case, LLCs should be ended and a new form should be filed with both business owners working to become one entity. There are some instances in which one LLC or another may take over for both: in this case, it is best to contact both registered agents for their counsel. They can guide you through the merger in a much simpler way than standard debate calls for.
Additionally, we recommend speaking with the lawyers involved in the merger process for further information regarding your specific experience. We, unfortunately, cannot possibly cover every possibility regarding mergers as they are often complex and dependent on the exact entities involved at the time of the partnership taking place.
In the End
No matter the reason that you've dissolved your business, it can be difficult to accept that it is gone. Therefore, you are welcome to reform your business in the State of Florida for up to one year after dissolution. You will need to file your LLC articles once again, however, the State of Florida does protect your business name for one year after dissolution.
This also gives those to do so time to form any copyrights, patents, and so forth around any creative or intelligence properties associated with the business. For instance, perhaps, a logo or a particular theme that is specific to the LLC that one may wish to continue on with in personal or otherwise private matters.
Try to remember that the end of your business doesn't mean failure, even if it seems that way. Indeed, your business got further than most do; so many never make it off the drawing board. If you have any questions, please let us know. We are happy to act as your registered agent if need be.
