Corporation Voluntary Dissolution and Closure Packet

FLORIDA CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent domestic profit corporation. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, nonprofit or benefit corporation, regulated entity, merger, or unresolved authority or ownership dispute.

Separate systems remain separate. Florida articles of dissolution do not themselves close federal tax, payroll, licenses, bank accounts, contracts, benefit plans, insurance, or foreign registrations.

Use this packet with the universal board resolution and universal plan of dissolution and liquidation, customized to the Florida approval route below.

1. ENTITY AND ROUTE CHECK

☐ State record, articles, bylaws, stock ledger, shareholder agreements, and board records reviewed.

☐ Domestic profit corporation status and good-standing/delinquency facts confirmed.

2. FLORIDA AUTHORIZATION GATE

Select the route:

☐ No shares issued — § 607.1401. The board, or a majority of incorporators if there is no board, authorized dissolution; no corporate debt remains unpaid; and remaining net assets have been distributed.

☐ Board and shareholder approval — § 607.1402. The board first adopted a resolution authorizing dissolution and submitted it to shareholders. Unless a greater or voting-group requirement applies, a majority of all votes entitled to be cast approved.

☐ Shareholder written consent — § 607.1402(6). Shareholders validly acted under § 607.0704 without board action.

If approval occurs at a meeting, every shareholder must receive notice under § 607.0705, whether or not entitled to vote, stating that dissolution will be considered.

Board resolution record

Shareholder approval record

3. ARTICLES AND WINDING UP

Under § 607.1403, articles of dissolution state the corporate name, authorization date, and—if shareholders approved—that approval complied with Chapter 607 and the articles. The corporation dissolves on the articles' effective date.

Under § 607.1405, the dissolved corporation continues only for winding up: collecting assets, disposing of property, discharging or providing for liabilities, distributing remaining assets, and completing other necessary closure acts.

☐ Ordinary business stopped except for lawful winding-up activity.

☐ Assets, liabilities, contingent claims, litigation, contracts, taxes, payroll, benefits, guarantees, liens, and records inventoried.

☐ Liabilities discharged or adequately provided for before shareholder distributions.

Claim and reserve log

Do not attach or send an optional statutory claims notice unless Florida counsel verifies the chosen known- or unknown-claim procedure, content, deadlines, and consequences.

4. FLORIDA FILING PREPARATION

☐ Articles of Dissolution prepared under § 607.1403 with the exact name and document number.

☐ Signer and any delayed effective date satisfy current filing instructions.

☐ Filing acceptance and effective date retained.

As of 2026-07-29, the official Division of Corporations Form CR2E012 states a $35 filing fee, includes an optional § 607.1407 notice, and permits a delayed effective date no later than the 90th day after filing. Recheck the current form and amount immediately before submission.

5. SEPARATE CLOSURE WORK

☐ Final payroll, wage, benefits, and employee notices completed.

☐ Federal and Florida tax and information-return work reviewed separately.

☐ Licenses, permits, assumed names, contracts, insurance, subscriptions, utilities, and financial accounts separately closed or transferred.

☐ Foreign registrations separately withdrawn.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

6. FINAL CLOSURE CERTIFICATE

The undersigned certifies that corporate approvals and the winding-up plan are attached; liabilities were paid or provided for before distributions; the Florida filing was accepted; and tax, payroll, licensing, contract, account, and foreign-registration tasks are completed or assigned.

Authorized officer/director: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Florida Legislature — § 607.1401
• Florida Legislature — § 607.1402
• Florida Legislature — § 607.1403
• Florida Legislature — § 607.1405
• Florida Division of Corporations — Form CR2E012

Statutes, form, and dated filing facts verified 2026-07-29; recheck immediately before submission.