Closing a Florida Business from Out-of-State

Closing a Florida business can be complex and challenging, especially when trying to do it from out of state. You must notify shareholders and employees about the closure and tell the Florida Secretary of State about your business’s dissolution. You will also need to handle a variety of administrative, tax, and legal tasks. This can feel very complex for an entrepreneur closing a Florida business from another state.

In this article, the BrewerLong team will guide you through the essential steps for successfully closing a Florida business from out-of-state. As experienced Orlando business lawyers, we have helped hundreds of Florida business owners throughout the business lifecycle. Read on to learn more about closing your Florida business from outside the State of Florida and how BrewerLong can help. Reach out to us to speak with a Florida business lawyer.

Review Legal and Financial Obligations

Before initiating the closure process, reviewing your business’s legal and financial obligations is crucial. This includes understanding your business entity structure—for instance, whether your business is structured as a partnership or corporation—and identifying any agreements you may have with partners or stakeholders. Assess any outstanding debts, taxes, leases, contracts, or licenses that must be handled during the closure.

Notify Partners and Stakeholders

If you have business partners or shareholders, you must inform them about your decision to close the business. Take care to do this by following the closing procedure outlined in the partnership agreement or corporate bylaws. Depending on what your documents say, you may need to hold a formal meeting or obtain written consent to proceed with the closure. 

While the internet makes these kinds of communications much easier than they used to be, your bylaws or organizational documents may also require mass, physical mailings. Be sure you understand how long notifying your interested parties will take.

If your reasons for closing the business are financial and your shareholders do not agree to close the company, you may need to seek additional advice. BrewerLong can help you handle shareholder issues or partner disagreements if such matters arise. 

Dissolve the Business Entity

Depending on your business structure, you will need to dissolve the entity as a matter of law. For example, if your company is structured as a Florida limited liability company (LLC), you must file Articles of Dissolution with the Florida Division of Corporations. You must file dissolution paperwork with the Florida Department of State if you have a corporation. 

Be sure to follow the specific guidelines and pay any necessary fees for the dissolution process. To take the stress of getting the paperwork right, a Florida business lawyer can help you dissolve a Florida business from out-of-state.

Close Tax Accounts

Contact the Florida Department of Revenue to close your state tax accounts. You may need to file a final tax return and pay outstanding taxes before closing the accounts. Additionally, inform the Internal Revenue Service (IRS) of your business closure at the federal level and address any federal tax requirements.

Cancel Licenses and Permits

If your business holds licenses or permits, cancel them with the relevant state and local authorities. This may include business licenses, health permits, environmental permits, or any other licenses specific to your industry. Again, this can be a complex task if you reside in another state. The BrewerLong team has deep Florida roots and can help you with this task.

Notify Employees

If you have employees, notify them of the business closure as early as possible. Florida employment laws may differ from those in your home state, making closing a Florida business from out-of-state particularly complex. Comply with all federal and state labor laws regarding final paychecks, accrued vacation time, and any other compensation owed to your employees upon closure. A Florida employment lawyer can help you with these tasks.

Settle Debts and Close Bank Accounts

Make arrangements to settle any outstanding debts, loans, or contractual obligations your business may have. This includes paying off creditors, landlords, and vendors. Once all financial transactions are complete, close your business bank accounts.

Liquidate Assets or Transfer Ownership

Finally, once you have paid the business’s debts and finalized all the legal and regulatory obligations, you must decide whether to liquidate the remainder of your business assets or transfer ownership to another party. If you plan to sell your business, identify potential buyers and negotiate the terms of the sale. If you liquidate, sell any remaining assets and distribute the proceeds according to the appropriate legal guidelines or business agreements. We can help you prepare appropriate purchase and sale agreements or other corporate documents to further your business goals.

This blog post is provided on an “as is” and “as available” basis as of the date of publication. We disclaim any duty to update or correct any information contained in this blog post, including errors, even if we are notified about them. To the fullest extent permitted by law, we disclaim all representations or warranties of any kind, express or implied with respect to the information contained in this blog post, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and timeliness. We will not be liable for damages of any kind arising from or in connection with your use of or reliance on this blog post, including, but not limited to, direct, indirect, incidental, consequential, and punitive damages. You agree to use this blog post at your own risk. Regarding your particular circumstances, we recommend that you consult your own legal counsel–hopefully BrewerLong.

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