If you decide not to continue operating your corporation, you might be tempted to simply walk away, closing your business doors, especially if it never really got off the ground. This isn't a good idea in Florida. The state will eventually dissolve your corporation for you, for non-payment of your annual report fees. But penalties will accrue, and without an official dissolution, the state can hold your corporation's agents and officers personally responsible for these fees, as well as its other business debts.
Determine the method of dissolution your corporation qualifies for. If it has not issued any shares yet and you’re not yet doing business, your procedure to close it is somewhat simpler. Otherwise, you’ll need the consent of the majority of your shareholders.
Read More: The Dissolution of an S Corp
Call a meeting of your shareholders, if you’ve issued shares. You must notify each of your shareholders of this meeting. Your board of directors must officially put the issue of dissolution up for a vote, recommending it as a course of action. The majority of shareholders must vote for dissolution.
Access the proper form for dissolution, called articles of dissolution. If your corporation has not issued shares or begun business, use the form conforming to Section 607.1401 of the Florida statutes. Otherwise, use the form applicable to Section 607.1403. These forms are available online through the Florida Department of State, Division of Corporations, but you can’t save the completed document to your computer. You must print it out and retain a hard copy for your records. Alternatively, you can pick up the proper form at the Amendment Section of the Division of Corporations in Tallahassee, or call them at 850-245-6050 to request a form by mail.
Complete the form for articles of dissolution. Both those conforming to Statutes 607.1401 and 607.1403 ask for the corporate name you registered with the Florida Department of State, as well as the date you filed for articles of incorporation. The form for Section 607.1401 asks you to attest that you have not issued shares, that your corporation has not begun operation, and that it has no outstanding debts. You’ll also have to indicate that the majority of your directors or incorporators consented to the dissolution -- though not your shareholders, because you don't have any. If you have issued shares and use the form for Statute 607.1403, you’ll have to select a date for your corporation’s dissolution, no later than 90 days from the date you file your articles of dissolution. You'll also have to supply some details regarding how you reached the vote to dissolve.
Prepare a cover letter to the Florida Department of State. Its website has a form available for this as well. If you elect not to use the form, make sure you include current contact information for yourself or your corporation’s agent or director who will be overseeing the dissolution process.
Prepare a notice of corporate dissolution, also available at the Florida Department of State website. This isn’t mandatory, but it will help your corporation deal with any outstanding claims for debts it owes, if it began operation before you decided to close it. You can use this form to set requirements for the procedure your corporation's creditors must follow to make claims for debts owed to them. The notice also bars them from making claims after four years.
File your paperwork with the Department of State. Mail it along with a check for any associated fees to the Amendment Section of the Division of Corporations at P.O. Box 6327, Clifton Building, Tallahassee, 32314, or drop the paperwork off personally. The Department of State can advise you as to current fees for dissolution at the time you file. The Amendment Section will issue you a letter, acknowledging that your dissolution has been officially filed.
After the date of your dissolution, Florida law does not allow you to engage in any business actions other than those necessary to wrap things up, assuming your corporation began business in the first place. This includes paying any outstanding debts, taking in money owed to you, and apportioning any remaining assets or liquid funds to your shareholders.
If you change your mind for some reason and decide not to dissolve your corporation, you can revoke your articles of dissolution up to four months after you file them. You can also reinstate your corporation after this deadline, but the Florida Department of State will only protect your corporation’s name for one year. After that, you may have to select another name.
Beverly Bird is a practicing paralegal who has been writing professionally on legal subjects for over 30 years. She specializes in family law and estate law and has mediated family custody issues.