Corporation Voluntary Dissolution and Closure Requirements in Florida

At a glance

Requirements one by one

Florida has three authorization routes

Fla. Stat. § 607.1401 supplies the no-shares route: the board, or a majority of incorporators if there is no board, may authorize dissolution only after no debt remains unpaid and remaining net assets have been distributed.

For an ordinary operating corporation, § 607.1402 supplies either the board-and- shareholder route or shareholder written consent without board action. The board may condition approval or effectiveness and may omit a recommendation only for the statute's conflict, special-circumstance, or § 607.0826 situations, with an explanation to shareholders.

Meeting and written-consent routes use the same default vote

At a meeting, every shareholder receives notice that dissolution will be considered, even if that shareholder cannot vote. The general § 607.0705 window is 10 to 60 days before the meeting. Unless the articles or a board-set condition requires more or voting-group approval, § 607.1402 requires a majority of all votes entitled to be cast—not merely a majority present.

Under § 607.0704, written consent may use the votes that would be needed if all entitled shares and groups were present and voted. Sufficient consents must arrive within 60 days after the earliest delivered consent, and nonconsenters and nonvoters receive notice within 10 days after authorization or later tabulation.

Articles cause dissolution before winding up is finished

Fla. Stat. § 607.1403 allows filing at any time after authorization. The articles state the corporate name, authorization date, and—when shareholders approved—the required approval recital. A director, president or other officer, incorporator when appropriate, or court fiduciary may sign under § 607.0120.

The $35 articles become effective upon acceptance unless they specify a permitted time or delayed date, capped at the 90th day after filing. The corporation is dissolved on that effective date; unlike a state with a later termination filing, Florida then keeps the dissolved corporation alive for its winding-up work.

Winding up preserves existence but not ordinary business

Fla. Stat. § 607.1405 permits collecting assets, disposing of property, discharging or providing for liabilities, distributing the remainder by shareholder interests, litigating, and other necessary closure acts. Title does not automatically move, pending proceedings do not abate, and the registered agent's authority continues.

Section 607.1410 requires directors to discharge or reasonably provide for claims before liquidation distributions. The statutory notice safe harbors are optional, but addressing claims and liabilities is not.

Florida separates known claims from contingent and unknown claims

The optional § 607.1406 known-claim notice must give at least 120 days to submit a claim. A timely rejection starts another 120-day period to sue. This route has outer timing limits tied to the third anniversary, and its defined known claims exclude contingent claims and claims based on post-dissolution events.

For other claims, § 607.1407 offers a Department of State notice or, within 10 days after the articles filing, publication once a week for two consecutive weeks. Either compliant route can establish its four-year enforcement bar. After using one, § 607.1409 permits a court application to set security for contingent, unknown, and reasonably estimated later-event claims.

Tax-account closure is a separate task

Neither § 607.1403 nor the current articles forms require a Department of Revenue clearance attachment. If the corporation separately cancels or inactivates a Florida tax account, the current Department of Revenue instructions require its final return and applicable taxes within 15 days of the closing or inactivation date.

Revocation has a firm 120-day filing window

Under § 607.1404, revocation generally uses the same authorization route as the dissolution unless the original authorization allowed the board to revoke alone. Articles of revocation and a copy of the dissolution articles must be delivered within 120 days after dissolution. Once effective, revocation relates back and the corporation resumes as though dissolution had not occurred.

Administrative, judicial, and foreign routes remain separate

Fla. Stat. § 607.1420 addresses administrative dissolution for filing and status failures. Section 607.1430 separately supplies judicial routes for deadlock, specified creditor insolvency facts, and court-supervised voluntary dissolution. A foreign corporation instead cancels its Florida authority through the notice of withdrawal required by § 607.1520; domestic articles do not perform that task.

What trips people up

• The simplified form's label is broader than the statute. Section 607.1401 turns on whether shares have issued; it does not separately say that business must never have commenced. The form itself still requires the statutory no- shares recital.
• The articles start dissolution; they do not certify completed winding up. Claims, reserves, property work, and distributions continue afterward through the dissolved corporation.
• A claims notice is not part of every filing. Form CR2E012 expressly labels its § 607.1407 notice optional, and the known-claim procedure is also elective.
• The tax account does not close with Sunbiz. Revenue cancellation and final- return work remain separate from the articles of dissolution.

Common questions

Can shareholders dissolve a Florida corporation without a board resolution?

Yes. Fla. Stat. § 607.1402(6) allows shareholder action by written consent under § 607.0704 without board action, using the applicable vote and group thresholds.

Does a Florida corporation need unanimous shareholder consent?

Not by default. The meeting and written-consent routes ordinarily use a majority of all votes entitled to be cast, but the articles or a board condition may demand more or require voting-group approval.

Is publication mandatory after dissolution?

No. Section 607.1407 offers publication as one optional procedure for claims other than known claims; an optional Department of State notice is the alternative.

Is there a separate certificate of termination after winding up?

No general second terminal filing appears in §§ 607.1401-607.1410. The articles cause dissolution, and the dissolved corporation continues only for winding up and the preserved proceedings, property, liabilities, and claims.

Statutes and sources

• Fla. Stat. §§ 607.1401-607.1405 — no-shares route, board/shareholder and consent routes, articles, revocation, and winding-up existence. Official Chapter 607 HTML (accessed 2026-08-21).
• Fla. Stat. §§ 607.1406-607.1410 — optional claim procedures, enforcement, court-set security, and director duties. Official Chapter 607 HTML (accessed 2026-08-21).
• Fla. Stat. §§ 607.0120, 607.0122-607.0123, and 607.0704-607.0705 — signer, $35 fee, filing effectiveness, meeting notice, and written consents. Official Chapter 607 HTML (accessed 2026-08-21).
• Florida Department of State Forms CR2E012, CR2E012A, and CR2E008 — current articles and revocation filing instructions, fee, delivery, optional claims notice, and revocation timing. Official shares-issued form, official no-shares form, and official revocation form (accessed 2026-08-21).
• Florida Department of Revenue account-status instructions — separate tax- account cancellation and final-return timing. Official instructions (accessed 2026-08-21).