Florida Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Florida Articles of Dissolution are the filing that ends a domestic for-profit corporation's existence with the Division of Corporations, and Florida uses that exact name: Florida Statutes Section 607.1403 is titled Articles of Dissolution. A Florida LLC files under chapter 605 instead, at a published $25, and a nonprofit corporation files under chapter 617.

2. 2

   No tax clearance certificate and no Department of Revenue consent stands between the corporation and the filing. Section 607.1403(1) sets out the whole required content of the instrument in three items and none of them mentions tax, and no provision in the Business Corporation Act lets the Division refuse a dissolution for unpaid tax.

3. 3

   Which form you file turns on whether shares were ever issued. CR2E012, Profit Articles of Dissolution (Shares Issued), is filed under Section 607.1403. CR2E012A, Profit Articles of Dissolution (Prior to the Issuance of Shares or Commencement of Business), is filed under Section 607.1401 and swaps in recitals that no shares were issued and no debt remains unpaid. Both are revision 12/19.

4. 4

   The fee is $35 and it includes a letter of acknowledgment. The statute and the fee table agree: Section 607.0122(11) reads Articles of dissolution: $35, and the Division's published Corporation Fees table reads Dissolution and Withdrawal $35.00. Florida charges no surcharge and publishes no expedited fee for this filing. Unlike several states, the pre-shares form costs the same $35, not less.

5. 5

   Authorization is a two-stage internal act, not a separate filing. The board adopts a resolution proposing dissolution, then the shareholders approve it by a majority of all the votes entitled to be cast, which is a stiffer test than a majority of votes actually cast, unless the articles of incorporation or the board set a higher bar (Section 607.1402(5)). Shareholders can bypass the board entirely by written consent under Section 607.1402(6).

6. 6

   Creditor notice is elective, and Florida offers three routes rather than one. Written notice to known claimants under Section 607.1406 may go out any time after the effective date and must give claimants a deadline no fewer than 120 days after they receive it. For unknown claims, filing the Notice of Corporate Dissolution with the Department or publishing it in a newspaper each cuts off claims nobody sues on within 4 years.

7. 7

   Filing does not make the company disappear. Section 607.1405(1) says a dissolved Florida corporation continues its corporate existence for the limited business of winding up, dissolution does not abate a lawsuit already pending, and Section 607.1408 lets unbarred claims reach shareholders up to the lesser of their pro rata share or what they actually received. The dissolution can also be revoked within 120 days under Section 607.1404(1).

Florida Requirements for Articles of Dissolution

• No Tax Clearance and No Revenue Consent

  Florida requires no tax clearance certificate, no Department of Revenue consent and no certificate of good standing before the Division of Corporations will accept the filing. Section 607.1403(1) lists the whole required content of the instrument in three items, none about tax, and no provision of the Business Corporation Act lets the Division refuse a dissolution on tax grounds.

• The Three Recitals Section 607.1403(1) Requires

  The instrument must set forth the name of the corporation, the date dissolution was authorized, and, where the shareholders approved it, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by chapter 607 and by the articles of incorporation. It must be signed in accordance with Section 607.0120.

• Form CR2E012 or CR2E012A by Whether Shares Issued

  A corporation that issued shares files CR2E012, Profit Articles of Dissolution (Shares Issued), under Section 607.1403. One that never issued shares and never commenced business files CR2E012A under Section 607.1401, reciting instead that no shares were issued, no debt remains unpaid, and a majority of the incorporators or directors authorized the dissolution. Both are revision 12/19.

• Filing Fee of $35, Statute and Fee Table Agreeing

  Section 607.0122(11) reads Articles of dissolution: $35, and the Division of Corporations published Corporation Fees table reads Dissolution and Withdrawal $35.00. The form faces and the online filing page say the same, and the fee includes a letter of acknowledgment. No surcharge and no expedited fee is published for this instrument. The pre-shares form costs the same $35.

• Approval by a Majority of All Votes Entitled to Be Cast

  Under Section 607.1402 the board first adopts a resolution proposing dissolution, then the shareholders approve it by a majority of all the votes entitled to be cast on the proposal, unless the articles of incorporation or the board require a greater vote or a vote by voting groups. Section 607.1402(6) allows shareholder written consent with no board action.

• Known Claim Notice Is Elective and Comes After Filing

  Section 607.1406 lets a dissolved corporation dispose of known claims by written notice given any time after the effective date of dissolution, so it is a post-filing option rather than a pre-filing duty. The notice must set a claim deadline no fewer than 120 days after the claimant receives it, state that a late claim is barred, and enclose a copy of Sections 607.1405 to 607.1410.

• The 4 Year Bar and the 10 Day Publication Window

  For claims it does not know about, a dissolved corporation may file the Notice of Corporate Dissolution with the Department, barring claims not sued on within 4 years of filing, or publish the notice once a week for 2 consecutive weeks in a newspaper of general circulation, begun within 10 days after filing the articles, barring claims not sued on within 4 years of the second publication.

• No Notarization and No Sworn Verification

  Section 607.0120(7) provides that the document may, but need not, contain the corporate seal, an attestation, an acknowledgment or a verification, and neither form carries a notary block, jurat or penalty-of-perjury declaration. Signing is by a director, the president or another officer, by an incorporator if none have been selected, or by a court appointed fiduciary.