Short answer: can you sue a dissolved LLC in Florida?
Whether a particular dispute can be pursued depends on the facts and the governing documents involved. Dissolving an LLC does not erase the debts it owed before it closed. A dissolved LLC keeps existing to wind up, which means paying or providing for its debts and closing its affairs (§ 605.0709 on winding up).
Whether your particular claim can move forward depends on the facts. Those facts include what was owed, when the claim arose, and whether the LLC has been reinstated.
This page covers the questions readers ask in this situation. Can the LLC be sued? Can it still act? How long do you have? Can its owners simply walk away?
If an unpaid bill or a lawsuit notice from a company that closed has you worried, we're glad to talk through what it may mean for you. Call (305) 570-2208. Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
What dissolution means for an LLC under Florida law
Dissolution starts a winding-up period. It does not end the company’s obligations. How an LLC is dissolved depends on its operating agreement and the circumstances of the dispute. Its members can choose it, or the state can do it. § 605.0701 lists the events that dissolve an LLC, including the consent of all members.
The state can also dissolve an LLC administratively. That can happen if the company skips its annual report, leaves a fee or penalty unpaid, drops its registered agent, or does not deliver for filing a statement of a change under s. 605.0114 within 30 days after a change has occurred in the name or address of the agent (§ 605.0714). Filing details are in the Sunbiz FAQs.
Can a business still run if it’s dissolved? Only in a limited way. A dissolved LLC may keep its business going for a reasonable time while it winds up. An administratively dissolved LLC may only do what is needed to wind up, liquidate its assets and notify claimants.
Going quiet is not the same as dissolving. An LLC that has stopped operating may still be active on paper. Dissolution comes from one of the events the statute lists, and the department may dissolve an LLC administratively under § 605.0714.
Can you sue a dissolved LLC for unpaid work or breach of contract?
A claim for unpaid work or breach of contract may be brought against a dissolved LLC over obligations it had before it dissolved, but Florida’s LLC statutes limit when and how that can happen. In winding up, the LLC must discharge or provide for its debts. It may also prosecute and defend lawsuits (§ 605.0709).
Common examples include unpaid invoices, unpaid subcontract work, rent owed under a lease, and a broken written or oral agreement.
Basic contract rules still apply. An oral deal needs an offer, an acceptance, consideration and essential terms stated clearly enough (Florida Supreme Court contract ruling). Florida courts have also held that when an express contract covers the same subject, an unjust enrichment claim over that same relationship will not stand (Williams v. Johnson). That matters if you plan to sue on a theory that doesn’t fit the written deal.
Our contract disputes and commercial litigation work covers these claims in Florida courts and arbitration.
Who gets named, who gets served, and can the members be pulled in?
The LLC is the party to sue. Its members are generally not personally liable for its debts just because they are members. That protection applies even after dissolution (§ 605.0304).
Service usually goes to the registered agent (§ 48.062). Administrative dissolution does not end the registered agent’s authority (§ 605.0714). So the agent on file is still the first place to serve.
Can I just walk away from an LLC? Not without risk. A manager of a manager-managed LLC and a member of a member-managed LLC owes fiduciary duties of loyalty and care to the LLC and its members (§ 605.04091). Managers in office at dissolution, or their survivors, or, if there are none, the members, act as trustees for members and creditors (§ 605.0709).
When an owner’s own conduct is at issue, that falls under our shareholder and partnership disputes work.
Does reinstating a dissolved LLC change the picture?
Reinstatement can restore an LLC’s ability to act. It generally takes effect as of the dissolution date. An LLC that was administratively dissolved under § 605.0714 may apply for reinstatement under § 605.0715, and the relation-back rule in § 605.0715(4)(a) applies to that reinstatement. It must pay all fees and penalties owed at the rates in effect when it applies (§ 605.0715).
Once reinstated, the LLC may resume its activities as if the dissolution had not occurred. Reinstatement does not undo everything, though. A person who acted or failed to act in reliance on the dissolution before the person knew or had notice of the reinstatement keeps the rights arising from that act or omission (§ 605.0715). How that plays out in a pending claim is a fact-specific question.
Annual reports matter too. An LLC that fails to file a compliant annual report may not maintain or defend any action in a Florida court until the report is filed and all fees and penalties due under this chapter are paid (§ 605.0212). That rule matters if you are the one bringing the claim.
How long do you have to sue a dissolved LLC?
Florida sets different deadlines for different claims. The clock starts when the cause of action accrues, which is when its last element occurs (§ 95.031). A missed payment or a breach date is often the key date.
Claims about an improper distribution have a shorter window. An action under § 605.0406 for an improper distribution is barred unless commenced within 2 years after the distribution.
Venue also matters. Actions must be brought in the county where the defendant resides, where the cause of action accrued, or where the property in litigation is located, but this does not apply to actions against nonresidents (§ 47.011). For a Hillsborough County dispute, the county where the work was done may be the place to file.
Waiting can also make records and witnesses harder to find.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
If you are dealing with a dissolved LLC now, and how to contact Ayala Law PA
If a company you worked with has closed and left an invoice unpaid, you may be trying to figure out your options. The same goes for a lawsuit notice from an LLC that seems to have shut down. Ayala Law PA handles business litigation, commercial litigation, contract disputes, construction litigation, real estate litigation and shareholder disputes.
Eduardo A. Maura is the responsible lawyer for this page. Ayala Law PA’s office is in Tampa, at 1646 W Snow Ave, and the firm serves businesses in Tampa and Hillsborough County. The firm serves businesses and entrepreneurs in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace and the wider Tampa Bay area.
Consultations carry a fee. Ask us how our fee arrangement works when you call.
Quick answers
What happens when you sue a dissolved LLC?
The case can go forward against the LLC. The LLC keeps existing to wind up its affairs and pay its debts.
Can you sue a dissolved LLC in Florida?
Sometimes, and only within limits. A dissolved LLC continues only for the purpose of winding up under § 605.0709(1), and a non-compliant LLC may not maintain or defend an action until its report and fees are filed under § 605.0212(6).
Can you sue the members of a dissolved LLC?
Members are generally not liable for the LLC’s debts just for being members. A member who improperly takes distributions can face personal liability.
If an unpaid balance or a lawsuit notice from a company that closed is in front of you, you don’t have to sort out Florida’s rules alone. Call (305) 570-2208 or use our contact page to talk through your facts.
