Selling a Business and Liquidating Assets

At some point, a business professional might make the decision to sell their business and liquidate its assets. Reasons for this transaction can vary but some common ones are:

  • Failing to turn a profit
  • Disputes between the partners
  • Legal issues with shareholders
  • Court edict
  • Legal issues with creditors.

Prior to closing a firm for good, there are some considerations that should be made on the part of the business owner such as informing and dealing with creditors, ensuring that all assets and liabilities are taken care of, and that the appropriate paperwork is signed and sent to the right government agencies. With assistance in selling a business and liquidating its assets, hiring a business lawyer who has 30+ years of experience in business law is recommended.  

Steps for Dissolving A Business in Florida

When dissolving a business, there are specific rules under Florida law as to how this should be executed. This decision also depends on what business entity is currently established as they each have their own guidelines for a dissolve.  

To dissolve a corporation, it can go one of two ways. If a company doesn’t have shares, it can be resolved by the directors filing an Article of Dissolution through Florida’s Division of Corporations. If it does have shareholders, then this can occur by a vote or written consent from the shareholders. The process for dissolving a corporation includes:

  1. Giving notice to employees, claimants, and creditors
  2. Gathering assets
  3. Discharging liabilities
  4. Disposing of property not wanted by shareholders
  5. Distributing remaining assets to shareholders.

In regards to dissolving a limited liability company (LLC), they can do so by filing an Article of Dissolution through Florida’s Department of Corporations as long as they meet the requirements of the state statutes. This includes stating the reason for the dissolution and noting the effective date of the dissolution. As well, there can’t be any pending lawsuits against the LLC and all debts and liabilities must be paid. The process of dissolving an LLC requires:

  • Distributing assets to creditors
  • Notifying creditors, vendors, and employees
  • Discharging company liabilities
  • Distributing assets to other members
  • Disposing of property not given to members.

Our Law Firm is Practiced in Business Law, Representing Jacksonville, Orange Park and Daytona Beach Clients in Selling a Business and Asset Liquidation

While there are specific provisions that a business must follow before dissolving, based on their particular entity of choice, there are some basic guidelines that they can follow prior to dissolving. These guidelines include:

  1. Dissolving the business as stipulated in the firm’s agreements, if applicable.
  2. Filing the dissolution with the state.
  3. Canceling the business licenses.
  4. Ensuring that the appropriate tax agencies are notified (including the IRS).

Considering Dissolving Your Business? Call Today For a Free Consultation.

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