Corporate Law and Closing a Florida Business with Corporate Dissolution
Sometimes, business owners and business partners do not see eye to eye. This results in the decision to close a business for good. If you alone, or you and your business partners feel the need to close your Florida business, there’s one step in corporate law you must take to make the closure official — corporate dissolution.
What is Corporate Dissolution?
Corporate dissolution is sometimes referred to as dissolving a business. This simply means that the business is going through the legal process to close the business and terminate business operations permanently.
Florida Law on Corporate Dissolution
Under the Florida Business Corporation Act, a corporation can be dissolved voluntarily. When you dissolve your corporation, you must alert the Division of Corporations by filing Articles of Dissolution and pay the $35 filing fee. Florida Statutes 607.1401, 607.1403, 617.1401 and 617.1403 deal with voluntary dissolutions in more detail.
However, prior to filing the articles of dissolution, the following acts must occur:
- Board of directors should propose to dissolve the business
- Hold a shareholder meeting
- Vote to dissolve the business
Process to File the Articles of Dissolution
Once you have approval to dissolve the business, the Articles of Dissolution should be filed. The articles must contain the following information:
- The date the approval to dissolve the business was authorized
- The name of the business
- A Statement indicating the number of votes sufficient for dissolution
The Articles of Dissolution can be filed online, by mail or hand delivery. The filing fee as stated above remains the same no matter the method for filing. Online filing is the fastest method for dissolving the business as you transmission is instantaneous and you will only be waiting for the Secretary of State to process the dissolution. Mailing the Articles of Dissolution takes time to reach the Secretary of State before processing can take place.
What Happens After Dissolving the Business?
After dissolving the business, there is still some cleaning up left to do. This includes:
- Paying off taxes
- Paying business debts and creditors
- Distributing or collecting remaining assets
- Giving notice to creditors that the business has dissolved
Taking these steps reduces the business’s liability and keeps it from moving to the responsibility of the business owners or shareholders.
As dissolving a business can be a lengthy process, a knowledgeable West Palm Beach business and corporate law attorney will be able to help navigate the process and ensure the dissolution is handled properly. Sometimes shareowners and partners disputes keep them from doing the work that needs to be done to dissolve the business, and even when the dissolution is amicable there are problems that arise. An attorney will be able to minimize financial implications for the business and streamline the process.
When You Need Help Dissolving Your Florida Corporation, Contact Our West Palm Beach Business and Corporate Law Attorneys
If you’ve reached a point in your Florida Corporation where it’s time to close, contact the West Palm Beach business law attorneys at Kelley, Fulton & Kaplan at 561-264-6850 for a consultation. We will provide you with sound legal advice on how to resolve disputes between you, your partners and shareholders and work with you to get your business dissolved the right way, the first time.