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What to File on Sunbiz After You Sell

From Jacksonville Business Brokers Direct. Reviewed October 17, 2026.

Your company's record with the Florida Division of Corporations does not change on its own when you sell. What you file next depends on whether you sold the assets or the company itself.

This guide from Jacksonville Business Brokers Direct lays out the Sunbiz filings that follow a sale and when each one makes sense.

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Your Sunbiz checklist after closing

  1. Note on your calendar the January 1 to May 1 annual report window for each year the company stays open
  2. Decide with your CPA whether the company stays open to collect a seller note or other payments
  3. In a stock or membership sale, confirm the buyer has updated officers or managers on Sunbiz
  4. File the annual report on time each year so you avoid the $400 late fee
  5. File Articles of Dissolution online once the last payment arrives and the books are closed

Two kinds of sale, two different paths

Most companies in Northeast Florida that sell for under about $2 million close as asset sales. Your company sells its equipment, customer list, name and goodwill to the buyer's company, and your entity is left holding the cash.

In that case your LLC or corporation still exists on Sunbiz after closing. It no longer runs the business, but it may still have work to do, such as collecting a note, paying final bills and filing final tax returns.

In a stock or membership interest sale, the buyer takes ownership of the entity itself. The company keeps its Sunbiz record, and the new owners take over its filings. Your job there is mostly making sure the record reflects the change.

Why many sellers keep the company open for a while

If you carried a seller note, the buyer usually owes the payments to your company, since your company was the seller. That company needs to exist to receive them and enforce the note if needed.

The same goes for an earnout, a holdback waiting on a tax certificate, or a working capital adjustment due after closing. Dissolving too early can leave money with no clear place to land.

So the usual pattern is simple. The company stays open, files its annual report each year, collects what it is owed, and then dissolves once it is done. We explain the note itself in doc stamp tax on a seller note.

The annual report keeps coming every year

Every active Florida company files an annual report with the Division of Corporations between January 1 and May 1. The fee is $138.75 for an LLC and $150 for a corporation.

After May 1, a $400 late fee applies. That is a painful charge for a company that may only exist to collect a few note payments, so put the window on your calendar for every year the entity stays open.

Companies that do not file are administratively dissolved in late September. For a company still collecting a note, that is a mess you do not need. Sorting it out means extra paperwork at a time you wanted to be done.

  • Update your principal address and mailing address after you move out of the old location.
  • Keep the registered agent current, so legal notices still reach you.
  • Remove any officers or managers who left with the sale.

Officer and manager updates in a stock or membership sale

When the buyer purchases your shares or membership interests, the entity stays the same but its leadership changes. The buyer updates the officers, directors or managers listed on Sunbiz.

Make that part of the closing checklist. Your name should come off the record once you are no longer an officer or manager. Leaving it there invites mail, calls and confusion that are no longer yours to handle.

Sunbiz listings also matter for tax clearance. The person who requests a Certificate of Compliance from the Department of Revenue must be listed on Sunbiz or have a power of attorney, as covered in Florida successor tax liability.

Request that certificate before the officer changes take effect, while you are still listed. Sequencing it the other way can add a delay you do not need.

Filing Articles of Dissolution when the work is done

Once the last note payment arrives, final tax returns are filed and remaining money is distributed, the company can be formally closed. You do this by filing Articles of Dissolution online with the Division of Corporations.

The filing fee is $25 for an LLC and $35 for a corporation. That is far cheaper than paying annual reports for a company with nothing left to do, and far cleaner than letting it lapse.

Choosing to dissolve on your own terms also creates a clear record that the company wound up properly. An administrative dissolution for a missed report does not say the same thing.

Keep the entity and the money straight

While the company stays open, keep its bank account separate and run note payments through it. Mixing them with personal funds makes the final tax returns and the eventual dissolution harder to sort out.

Your CPA can confirm when the company's last tax return is due and whether anything else must be filed before dissolution. The broader closing sequence is on our approach.

Before you lock in any of this, confirm the details with your CPA or closing attorney, since your operating agreement or bylaws may add steps of their own.

Still planning your sale? Ask for a private value range or call (904) 555-0129.

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