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dissolved corporation or limited liability company who follow these procedures are not exposed
to personal liability to creditors of the dissolved business.

2.4.3 Withdrawal from the State
A foreign corporation, limited liability company or limited partnership that wishes to cease
operating in Florida must obtain a certificate of withdrawal or file a notice of cancellation with the
Division of Corporations in accordance with Florida Statutes §§ 607.1520 (corporations),
608.511 (limited liability companies) or 620.1907 (limited partnerships). Corporations and
limited liability companies must provide a mailing address and must commit to notify the
Division of Corporations if the mailing address changes in the future. The Department of State
will be designated as the entity’s agent for service of process within the state, and will mail a
copy of the process to the foreign corporation or limited liability company at the mailing address
provided by the entity.
2.5 Applicability of Florida State Usury Laws

Florida Statutes chapter 687 deals with usury laws. In general, for loans of $500,000 or less, the
interest rate cannot exceed 18% simple interest per year. For loans of greater than $500,000, the
interest rate cannot exceed 25% simple interest per year. Florida Statutes § 687.04 provides that if a
loan is usurious, then the lender may not recover any interest whatsoever, and only the principal sum of
the loan contract may be enforced. If the usurious interest has already been paid to the lender, then the
borrower may recover double the amount of interest paid. The lender can cure a usurious loan if the
lender notifies the borrower in writing and refunds the excess interest prior to the time that the borrower
asserts usury as a defense or commences a proceeding to recover usurious interest. Florida Statutes §
687.04(2).

The usury limitations apply to payments, however denominated, which constitute charges for the use of
money, such as interest or finance charges. However, late charges on installment payments imposed
by lessors and those regularly in the business of lending money are not included in the calculation of
interest for determining whether a transaction is usurious if the late charge is not in excess of 5% of the
delinquent installment and only one late charge is collected on any installment, regardless of the period
in which it remains in default. Florida Statutes § 687.03(2)(c). Similarly, charges for attorney’s fees in an
enforcement action are not considered interest. Florida Statutes § 687.05.
If the principal amount of the loan exceeds $500,000, then any property given to the lender, the value of
which depends on the success of the venture in which the loan proceeds are used, is not considered
interest. Stock options and interests in profits, receipts or residual values are examples of this exception
to the usury laws and are excluded from the calculation of interest. Florida Statutes § 687.03(4).
Penalties for criminal usury are covered in Florida Statutes § 687.071. The severity of the penalty
increases with the rate of interest charged. If a loan constitutes criminal usury, the debt is
unenforceable. Florida Statutes § 687.071(7).

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