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What is Required for the Members to Dissolve an LLC?

Under the Florida Revised LLC Act (“Revised Act”), an LLC must dissolve when one of the following circumstances occurs:

  • An event occurs that the LLC operating agreement provides will be a basis for dissolution.
  • All of the members consent to dissolution.
  • The passage of 90 consecutive days during which the LLC has no members with limited exception.
  • A court enters a decree of judicial dissolution.
  • The Florida Department of Business and Professional Regulation (“DBPR”) files a statement of administrative dissolution for the LLC.

See Fla. Stat. § 605.0701.

Upon the occurrence of one of the above circumstances, in order to dissolve, the LLC must file articles of dissolution with DBPR. The articles must state the following elements:

  • The name of the LLC.
  • The delayed effective date for dissolution if it is not intended to be simultaneous with the filing of the articles.
  • The occurrence of the circumstance above that resulted in dissolution of the LLC.
  • If there are no remaining members, the name, address and signature of the person appointed to wind up the LLC.

See Fla. Stat. § 605.0707.

Upon the LLC’s filing of the articles, DBPR will verify that the articles comply with the statutory requirements and that the LLC’s fees are paid in full to the state. DBPR then will issue a certificate of dissolution. Upon dissolution, the LLC must cease operating as a business and shall only continue for purposes of winding up its affairs and completing any pending lawsuits or other regulatory proceedings.

If you or someone you know needs to explore dissolving an LLC, contact the attorneys at McCabe Rabin at 561-659-7878 or 877-915-4040.

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