Closing a business: the federal and Florida steps

With the IRS, the business files a final return (a partnership or corporation checks the "final return" box), a corporation also files Form 966 within 30 days after adopting a plan to dissolve, and an employer files final payroll forms. In Florida, the company files articles of dissolution with the Division of Corporations and cancels each Department of Revenue account, with a final return for each.

Last reviewed September 24, 2026 · Tax year 2026 · Federal and Florida

Closing a business means separate filings with the IRS, the Florida Division of Corporations (Sunbiz) and the Florida Department of Revenue. Finishing one leaves the others open.

Federal: the final return

The business files its usual return for the year it closes:

Sole proprietor, or a single-member LLC owned by an individual and not taxed as a corporation: generally Schedule C (Schedule E or F for rental or farm activity) with the owner's Form 1040.
Partnership, including a multi-member LLC taxed as one: Form 1065 with the "final return" box checked, and each Schedule K-1 marked final.
S corporation: Form 1120-S with the "final return" box checked, and final K-1s.
C corporation: Form 1120 with the "final return" box checked.

A dissolved corporation generally files its final Form 1120 by the 15th day of the 4th month after it dissolved, or its final Form 1120-S by the 15th day of the 3rd month. Other dates are in Federal income tax deadlines for businesses.

A corporation, S corporations included, also files Form 966 within 30 days after it adopts a resolution or plan to dissolve (a qualified subchapter S subsidiary does not).

Federal: employees and contractors

An employer files a final Form 941 (or 944), marked closed with the date final wages were paid, a final Form 940, and Forms W-2 and W-3. Contractors may need a Form 1099-NEC; see Paying contractors.

Years with no activity

A partnership files Form 1065 "unless it neither receives income nor incurs any expenditures treated as deductions or credits for federal income tax purposes".
A C corporation files Form 1120 whether or not it has taxable income, and an S corporation files Form 1120-S for each taxable year.
A disregarded single-member LLC has no income tax return of its own.

The EIN

An EIN is the business's permanent federal taxpayer identification number. The IRS can deactivate it and close the business account, but not until all necessary returns are filed and the taxes owed are paid; the business asks by letter. A changed business address goes to the IRS on Form 8822-B.

Florida: Division of Corporations

A Florida LLC files articles of dissolution; it then stops conducting business and continues only to wind up. A Florida corporation files articles of dissolution once the dissolution is authorized. The fee is $25 for an LLC and $35 for a corporation. A company formed in another state and registered in Florida withdraws its Florida certificate of authority.

The Division can also dissolve a company administratively, for example for a missed annual report. The company then "continues in existence but may only carry on activities necessary to wind up". Each IRS and Department of Revenue account stays open until it is closed with that agency.

Florida: Department of Revenue

The Department's online account page cancels sales and use tax, reemployment tax, corporate income tax and other accounts. A cancellation cannot be reversed. For sales and use tax and reemployment tax, the final return and tax are due within 15 days of the closing date; corporate income tax is excluded from that rule. While a sales tax account is open, a return is due for every period, even one with no tax due.

A C corporation files a final Florida Form F-1120 on the usual due date, counted from the end of its final tax year, checking "Final return" only if it filed a final federal return; a corporation formed in another state that stops doing business in Florida does not check it.

If the business rented short-term lodging, many counties collect the local tourist development tax themselves, and that account is closed by contacting the county.

Documents for the final returns go through the client portal, not email. How long to keep the records is in Receipts and how long to keep records.

Sources

This article is general educational information, not tax, legal, or accounting advice, and does not create a client relationship. Tax law changes and depends on your specific facts. Information is current as of September 24, 2026 for tax year 2026; verify before acting. Consult a qualified CPA, EA, or attorney about your situation.

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