How to dissolve a corporation in Florida, step by step
To dissolve a Florida corporation that has issued shares, file Articles of Dissolution (form CR2E012) with the Division of Corporations once the shareholders approve. The filing fee is $35. Then file the final federal return, the final Florida Form F-1120 if the corporation files one, and close the IRS account.
Which Florida forms do you file, and what do they cost?
The Division of Corporations' form for a profit corporation that has issued shares is CR2E012 (revision 12/19). It comes with an optional notice to creditors. Fees are set in section 607.0122 of the Florida Statutes:
| Filing | Fee | What it does |
|---|---|---|
| Articles of Dissolution (CR2E012) | $35read October 28, 2026, s. 607.0122 | Dissolves the corporation on its effective date. Includes a letter of acknowledgment. |
| Notice of Corporate Dissolution (optional) | No chargewith the articles; $35 if filed separately | Starts a 4-year limit for unknown claims: a claim is barred unless a proceeding to enforce it begins within 4 years after the notice is filed. |
| Certified copy (optional) | $8.75 | A certified copy of the filed articles. |
| Certificate of status (optional) | $8.75 | The Division's certificate of the corporation's status. |
Send one check for the total, payable to the Florida Department of State, with a cover letter, to the Amendment Section of the Division of Corporations (the form gives the mailing and street addresses in Tallahassee). For online filing, see the Sunbiz e-file page, and check the Sunbiz fee page before you pay. Both pages block automated readers, so their wording was not checked for this guide.
What goes in the Articles of Dissolution?
Section 607.1403 and the form ask for only a few items. The work is in getting the approval right first.
- The corporation's name as filed with the Department of State, and its document number if known.
- The date dissolution was authorized.
- A statement that the shareholders approved the dissolution in the manner the Florida Business Corporation Act and the articles of incorporation require.
- An optional delayed effective date, no later than the 90th day after filing.
- A signature by a director, the president or another officer (by an incorporator if no directors or officers were chosen, or by a receiver, trustee or other court-appointed fiduciary if the corporation is in their hands).
The optional Notice of Corporate Dissolution adds a description of what a claim must include and a mailing address for written claims. Claims cannot be sent to the Division of Corporations.
What does it cost to keep the corporation open?
Every Florida corporation files an annual report between January 1 and May 1 each year. The statutory fee is $61.25 plus an $88.75 supplemental corporate fee, so $150 a year, and a $400 late charge applies when it is paid after May 1. A corporation that stops filing becomes subject to administrative dissolution, and reinstatement after that costs $600.
| Option | What it costs | Source |
|---|---|---|
| Keep the corporation open another year | $150 annual reportplus a $400 late charge if paid after May 1 | s. 607.0122, s. 607.193 |
| Dissolve it with the Division of Corporations | $35 filing feecertified copy and certificate of status optional | Form CR2E012 |
What does Florida's Department of Revenue need?
Corporations that do business, earn income or exist in Florida file the Florida corporate income/franchise tax return, Form F-1120. For the last year, the form's instructions say to check "Final return" only if you have filed a final federal return. S corporations are on the Department's list of filers only when they pay federal income tax on line 23c of Form 1120-S; an S corporation without that federal tax is not on the list.
What does the IRS need when a Florida corporation dissolves?
The federal steps are the same in every state. Within 30 days after the shareholders or board adopt the resolution or plan to dissolve, file IRS Form 966 with a certified copy of the resolution. File the final federal return with the final return box checked: Form 1120 for a C corporation, generally due by the 15th day of the 4th month after the date it dissolved, or Form 1120-S for an S corporation, generally due by the 15th day of the 3rd month (see how to dissolve an S corp). Issue Form 1099-DIV to shareholders who received liquidation payments, file final payroll forms if there were employees, and then write to the IRS to close the business account.
In what order do you do it?
- Approve the dissolutionThe shareholders approve it as the Florida Business Corporation Act and the articles of incorporation require. Record the date: it goes on the articles and starts the Form 966 clock.
- File IRS Form 966 within 30 daysUse the Form 966 date calculator for the deadline.
- File the Articles of DissolutionForm CR2E012 with the $35 fee, and the optional Notice of Corporate Dissolution with it at no extra charge.
- Wind upCollect what is owed, pay or provide for the known debts, and distribute what is left to the shareholders.
- File the final returnsThe final federal return and Forms 1099-DIV, final payroll forms if there were employees, and Form F-1120 marked final if the corporation files one.
- Close the IRS account and the restSend the IRS the letter that closes the business account, then close bank accounts, licenses and permits. Keep the corporate and tax records.
Rather not file the Florida paperwork yourself?
Paid link: we may earn a commission at no extra cost to you. It does not change the steps we recommend.
Bizee
Bizee is a business filing service that can handle the corporation dissolution filing with Florida for you. Check what the order includes and the total price on Bizee's page before you pay. The tax, license and bank steps on this page still apply, and Bizee says it is not a law firm and does not give legal advice.
See Bizee's dissolution service ↗Paid linkLegalZoom
LegalZoom sells three dissolution packages that prepare the paperwork and file it with your state. Prices on LegalZoom's page on Oct 28, 2026, each plus state filing fees:
- Standard Dissolution, $299: Your Articles of Dissolution prepared and filed with your state, filing instructions and specialists for questions; an expedited option at checkout.
- Business Dissolution Manager, $799: Hands-on management, outstanding annual reports and reinstatements where required, a Secretary of State status evaluation, and unlimited phone and e-mail access.
- Business Dissolution Manager + Rush Filing, $899: The Business Dissolution Manager with rush filing.
Check the total at checkout before you pay.
See LegalZoom's dissolution packages ↗Paid linkNot legal or tax advice. This page restates the Division of Corporations' form, the Florida Statutes, Department of Revenue instructions and IRS instructions as of October 28, 2026. Ask a Florida business attorney or a CPA how the rules apply to your corporation before you file.
Sources, read October 28, 2026: Florida Division of Corporations: Articles of Dissolution for a profit corporation, form CR2E012 (PDF); Florida Statutes section 607.0122 (corporation filing fees); Florida Statutes section 607.193 (supplemental corporate fee); Florida Statutes section 607.1622 (annual report); Florida Statutes section 607.1403 (articles of dissolution); Florida Department of Revenue: Corporate income tax; Florida Department of Revenue: Instructions for Form F-1120 (F-1120N, R. 01/26, PDF); IRS Form 966 (Rev. October 2016) and its instructions; IRS: Closing a business.
Dissolving a Florida corporation: FAQ
How much does it cost to dissolve a corporation in Florida?
The Articles of Dissolution cost $35 to file, and the fee includes a letter of acknowledgment. A certified copy ($8.75) and a certificate of status ($8.75) are optional. The optional Notice of Corporate Dissolution is free when it is filed with the articles.
Can I dissolve a Florida corporation online?
The Division of Corporations runs its filings through Sunbiz, which has an e-file page for corporate dissolutions. That page blocks automated readers, so it is linked here rather than quoted: check it for the current online steps. The paper form CR2E012 can be mailed to the Amendment Section in Tallahassee with a check payable to the Florida Department of State.
What happens if I just stop filing the annual report?
The corporation cannot bring or maintain a lawsuit in a Florida court until the report is filed and the fees and penalties are paid, and it becomes subject to administrative dissolution. Paying the annual fees after May 1 adds a $400 late charge. Bringing an administratively dissolved corporation back costs $600 for reinstatement.
When does the dissolution take effect?
On the effective date of the Articles of Dissolution. You can leave it to the filing date or name a later date, which can be no later than the 90th day after the articles are filed.
Does a Florida S corporation file a final Florida return?
Often not. The Florida Department of Revenue lists S corporations among the corporate income tax filers only when they pay federal income tax on line 23c of Form 1120-S. If the S corporation does file Form F-1120 for its last year, check "Final return" only after it has filed its final federal return.
Is dissolving a Florida LLC different?
Yes. An LLC files its own Articles of Dissolution for a limited liability company, a different form from the corporation form CR2E012. See the Florida LLC guide for those steps.
These answers are general information, not legal, tax, or financial advice. Rules and fees change and vary by state: confirm current requirements with the relevant government agency and, for your situation, a licensed professional.