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Dissolution Actions

LLC Dissolution Actions Under Florida Law: A Comprehensive Overview

Dissolving a Limited Liability Company (LLC) can be a complex process, laden with legal requirements and considerations. Under Florida law, LLC dissolution actions follow a structured legal framework designed to protect the rights of all stakeholders involved. This article aims to provide a comprehensive overview of LLC dissolution actions under Florida law, shedding light on key aspects, procedural steps, and potential challenges.

Understanding LLC Dissolution

LLC dissolution marks the end of the company's existence as a legal entity. It can occur voluntarily or involuntarily due to various reasons, including the fulfillment of a predetermined operating period, the occurrence of an event specified in the operating agreement, the bankruptcy of the LLC, or a court-ordered dissolution.

In Florida, the process for dissolution is governed by the Florida Revised Limited Liability Company Act (FRLLCA), found in Chapter 605 of the Florida Statutes. The FRLLCA outlines the steps and procedures to be followed when winding up the affairs of a dissolved LLC.

Voluntary Dissolution

Voluntary dissolution occurs when members or managers of the LLC make a conscious decision to dissolve the company. The process often begins with a resolution passed by a majority of members or managers. This resolution, outlining the intent to dissolve, must be adopted and signed according to the provisions laid out in the LLC's operating agreement or the FRLLCA.

Upon passing the resolution, the LLC should wind up its affairs, settle its obligations, and distribute remaining assets to members. The LLC's operating agreement usually outlines the method and criteria for distributing assets among members. If the operating agreement is silent on this matter, the distribution is typically proportional to the members' capital contributions.

Involuntary Dissolution

Involuntary dissolution occurs when external factors, such as legal actions or bankruptcy, force the LLC to dissolve. For instance, a court may order dissolution if it is proven that the LLC was formed for illegal purposes or that continuing its existence would be unjust or impractical.

Additionally, a member of the LLC can petition the court for involuntary dissolution under certain circumstances, such as when the management is acting oppressively toward minority members or when the LLC's affairs are being conducted in a manner that is illegal or fraudulent.

Winding Up the Affairs

Following the decision to dissolve, the LLC must initiate the process of winding up its affairs. This involves settling all debts, obligations, and liabilities. The LLC should also complete any ongoing contracts and transactions, dispose of its remaining assets, and distribute the net proceeds among the members.

It's important to note that members and managers have fiduciary duties during the winding-up process, ensuring that the affairs are handled in the best interest of the LLC and its members.

Filing Articles of Dissolution

In Florida, LLCs are required to file Articles of Dissolution with the Department of State once the winding-up process is complete. These articles should include essential information about the LLC, such as its name, date of dissolution, and the reason for dissolution. The filing of Articles of Dissolution formally notifies the state that the LLC has ceased its business operations.

Potential Challenges and Disputes

LLC dissolution actions can sometimes lead to disputes among members, managers, or other stakeholders. Common challenges include disagreements about the distribution of assets, interpretation of the operating agreement, or alleged misconduct by managers.

To address such disputes, Florida law provides a legal framework for resolving them through litigation or alternative dispute resolution methods, such as mediation or arbitration. Courts will carefully examine the operating agreement, the circumstances surrounding the dissolution, and the actions of the parties involved to arrive at a fair resolution.


Navigating the intricacies of LLC dissolution actions under Florida law demands a thorough understanding of both the FRLLCA and the LLC's operating agreement. Whether dissolving voluntarily or involuntarily, it is crucial to adhere to the legal requirements, follow the proper procedural steps, and uphold fiduciary duties to ensure a smooth and legally compliant dissolution process. Consulting legal professionals experienced in Florida LLC law can provide invaluable guidance to successfully dissolve an LLC while safeguarding the rights and interests of all stakeholders involved.


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