by SWFL Land
Yes, an LLC can sell its Florida land, as long as the right person signs and the title company can confirm that person has authority. We buy Florida land owned by an LLC, including land held by single-member LLCs, multi-member investment LLCs, LLCs that were administratively dissolved on Sunbiz, and LLCs formed in another state. SWFL Land (Libera Capital Group LLC) is a direct cash buyer, not a listing agent. You usually get a written cash offer within 24 hours, we close in 7 to 21 days through a licensed Florida title company, there are no commissions or fees, we pay standard closing costs, and you can sell as-is from anywhere. Call (239) 686-0823 or request a cash offer online.
This page is general information about Florida land, not legal or tax advice. For advice on your situation, talk to a Florida attorney or the title company handling your sale.
Who can sign a deed for a Florida LLC?
When land is titled in an LLC’s name, the LLC is the seller, not its owners personally. Florida’s Revised Limited Liability Company Act, Chapter 605, Florida Statutes, sets the default rules for who can act for the company.
Member-managed vs. manager-managed
- Member-managed LLC: each member is an agent of the company for its activities. An act outside the ordinary course of the company’s activities binds the LLC only if the members authorized it (s. 605.04074(1), F.S.).
- Manager-managed LLC: a member is not an agent just because they are a member. Each manager is an agent, and acts outside the ordinary course need the members’ authorization (s. 605.04074(2)).
The real property signing rule
Unless a recorded statement of authority limits it, a member of a member-managed LLC, or a manager of a manager-managed LLC, may sign and deliver an instrument transferring the company’s interest in real property (s. 605.04074(3)). A deed signed that way is conclusive in favor of a buyer who pays value without knowing the signer lacked authority.
That rule helps buyers, but title companies still want to see the company’s paperwork. Whether a land sale is in the ordinary course depends on what the LLC does, and the operating agreement can require a vote or a specific signer. Expect the title company to ask questions before it accepts one member’s signature.
What will the title company ask the LLC for?
Requirements vary by title company and underwriter, but a Florida LLC seller is usually asked for some or all of these:
- Proof the LLC is active. A current Sunbiz record or certificate of status from the Florida Division of Corporations.
- Articles of organization and any amendments, which show whether the LLC is member-managed or manager-managed.
- The operating agreement, or the parts that cover who may sell real property and what vote is needed.
- A written consent or resolution signed by the members (or managers, as the agreement requires) approving the sale and naming who signs.
- An affidavit from the signer confirming the members, the managers, and that no one else has an interest the title company should know about.
- A recorded statement of authority, if one exists, or confirmation that none limits the signer.
The deed itself follows normal Florida rules: signed by the authorized person in the LLC’s name, in front of two witnesses (s. 689.01, F.S.), acknowledged, and showing the names and post office addresses required for recording (s. 695.26).
What is a statement of authority?
A Florida LLC may file a statement of authority with the Department of State naming a person or position with authority to act for the company (s. 605.0302, F.S.). For real property, a grant of authority to transfer the land works when a certified copy of the statement is recorded in the official records of the county where the land is. Once recorded, it is conclusive for a buyer who relies on it in good faith. A recorded limitation works the other way: everyone is treated as knowing about it.
A statement of authority expires 5 years after it, or its most recent amendment, takes effect, unless canceled sooner (s. 605.0302). A person named in a statement can file a statement of denial (s. 605.0303). If your LLC recorded one years ago, the title company will check whether it is still in effect.
What if the LLC is inactive or dissolved on Sunbiz?
Many land-holding LLCs go quiet after the purchase and stop filing annual reports. That causes problems at closing.
Annual reports and administrative dissolution
Florida LLC annual reports are due by May 1, and the Department of State charges a $400 late fee if the report is not filed by the deadline. The Division of Corporations can administratively dissolve an LLC that does not file its annual report, pay required fees, or keep a registered agent (s. 605.0714, F.S.). A dissolved LLC continues to exist, but may only carry on activities necessary to wind up, such as liquidating and distributing assets (s. 605.0714(5)).
Reinstatement
An administratively dissolved LLC can apply for reinstatement at any time after dissolution, by paying all fees and penalties due and filing a reinstatement application or current annual report (s. 605.0715, F.S.). Reinstatement relates back to the date of dissolution, and the LLC can carry on as if it had never been dissolved. The company’s name is reserved for only 1 year after dissolution, so an LLC that waited longer may need to change its name if someone else took it.
Sunbiz lists the LLC reinstatement fee as $100 plus the $138.75 annual report fee for the year of dissolution, or $277.50 in annual report fees if filed on or after January 1. Card payments are usually posted within 24 to 48 hours.
Some title companies will close a sale by a dissolved LLC as a winding-up act; many prefer reinstatement first. Ask early, because it is often the quickest fix in the whole file.
Voluntarily dissolved LLCs
If the members filed articles of dissolution but the land was never deeded out, the LLC may still hold title and can generally convey it as part of winding up. The title company will want to see who has authority to sign after dissolution.
Single-member LLCs, multi-member LLCs and out-of-state LLCs
| LLC situation | Who typically signs | What title commonly asks for |
|---|---|---|
| Single-member, active on Sunbiz | The sole member or manager | Sunbiz status, articles, member affidavit |
| Multi-member, member-managed | A member, with members’ consent as the agreement requires | Operating agreement, written consent of members |
| Manager-managed | A manager | Articles showing managers, consent if the agreement requires it |
| Administratively dissolved | Authorized member or manager, often after reinstatement | Reinstatement, or winding-up documentation the underwriter accepts |
| Foreign (out-of-state) LLC | Person authorized under home-state law and the agreement | Good standing in home state; Florida registration if it transacted business here |
| Sole member has died | Depends on the operating agreement and the member’s estate | Estate documents, possibly probate; varies widely |
Single-member LLCs
These are usually the simplest. The sole member signs for the company. The title company still confirms the LLC is active and that the person signing is the member of record. If the sole member has died or become incapacitated, who can act depends on the operating agreement and the member’s estate plan, and probate of the membership interest may be needed. See selling probate land.
Multi-member LLCs
Disagreement among members is the main risk. If the operating agreement requires a majority or unanimous vote to sell real property, the title company will want a signed consent showing that vote. If members cannot agree, that is a dispute for the operating agreement and Florida law, not something a buyer can resolve.
Out-of-state LLCs
An LLC formed in Delaware, New York or another state can own and sell Florida land. Owning real property, without more, does not count as transacting business in Florida, and neither does an isolated transaction completed within 30 days (s. 605.0905(1)(j) and (m), F.S.). Owning income-producing real property does count (s. 605.0905(3)). A foreign LLC that transacted business without a Florida certificate of authority cannot maintain a lawsuit in Florida until it registers, and can owe penalties of $500 to $1,000 per year, but the failure does not impair the validity of its deeds or contracts (s. 605.0904). The title company generally asks for proof the LLC is in good standing in its home state.
Selling as-is vs. fixing it first
If the LLC is active, the paperwork is usually quick. If it is dissolved, missing an operating agreement, or has members who are hard to reach, you can fix those items first or let the title company work through them during the sale. Either way, the land itself is sold as it stands. If the parcel also has liens or title defects, see selling land with title problems and selling land with code liens. Compare your options in cash buyer vs. listing vs. tax deed, or estimate the LLC’s net with our land sale proceeds calculator.
How we buy land owned by an LLC
- Send the address or parcel ID and the LLC’s name.
- Get a written cash offer, usually within 24 hours.
- A licensed Florida title company opens title, checks Sunbiz, and lists the LLC documents it needs, such as a consent, operating agreement or reinstatement.
- Close in 7 to 21 days. The authorized signer can sign remotely or in person, and funds go to the LLC by wire or check.
We do not promise that a title company will accept a particular signer or document. The title company reviews it, and we make an offer on the land as it stands. If the LLC’s land came from a tax sale, see selling tax deed land.
Where to Look This Up
- Sunbiz (Florida Division of Corporations): search.sunbiz.org shows the LLC’s status, filing history, annual reports, registered agent and listed managers or members.
- Sunbiz reinstatement: online reinstatement instructions and fees.
- County property appraiser: confirms the exact LLC name on title, which must match the Sunbiz record.
- County Clerk of Court official records: the vesting deed to the LLC and any recorded statement of authority.
- Home-state business registry: good standing for an out-of-state LLC.
Find your county’s official sites on our find your county page, use the Florida land due diligence checklist, and get a value estimate at what’s my lot worth.
LLC-Owned Land FAQs
Who buys land owned by an LLC in Florida?
SWFL Land (Libera Capital Group LLC) buys LLC-owned land in all 67 Florida counties, as-is, for cash, including land held by dissolved or out-of-state LLCs. Call 239-686-0823 or email info@swflland.com.
Can one member sign to sell LLC land in Florida?
Under s. 605.04074(3), a member of a member-managed LLC or a manager of a manager-managed LLC may sign a deed for the company’s real property unless a recorded statement of authority limits it. The operating agreement may still require a vote, and the title company usually asks for a written consent.
Can a dissolved LLC sell its land?
A dissolved Florida LLC continues to exist for winding up, which includes liquidating assets (s. 605.0714(5)). Many title companies still prefer that an administratively dissolved LLC reinstate first.
How much does it cost to reinstate a Florida LLC?
Sunbiz lists a $100 reinstatement fee plus $138.75 for the annual report for the year of dissolution, or $277.50 in report fees if filed on or after January 1. Check Sunbiz for the current amount before filing.
Does an out-of-state LLC need to register in Florida to sell land?
Owning real property, without more, and an isolated transaction completed within 30 days are not transacting business under s. 605.0905. An LLC that owns income-producing property here is transacting business. Ask the title company what it will require.
What if we cannot find the operating agreement?
The title company may accept a consent signed by all members and an affidavit about the company’s membership in its place. Requirements vary by underwriter.
Does the deed need witnesses if an LLC is the seller?
Yes. Florida deeds need two subscribing witnesses under s. 689.01, whether the seller is a person or an LLC.
Who receives the sale money?
The LLC, since it owns the land. How the money is then distributed to members is governed by the operating agreement and the LLC’s own records.
Ready to Sell?
If your LLC holds Florida land it no longer needs, call (239) 686-0823 or request a cash offer online. We close through a licensed Florida title company with no commissions or fees.
Sources
- Section 605.04074, F.S., Agency rights of members and managers
- Section 605.0302, F.S., Statement of authority
- Section 605.0303, F.S., Statement of denial
- Section 605.0714, F.S., Grounds for administrative dissolution
- Section 605.0715, F.S., Reinstatement following administrative dissolution
- Section 605.0905, F.S., Activities not constituting transacting business
- Section 605.0904, F.S., Effect of failure to have certificate of authority
- Sunbiz, Reinstatement instructions and fees
- Florida Department of State, 2026 annual report deadline reminder
- Chapter 689, Florida Statutes (s. 689.01)
- Chapter 695, Florida Statutes (s. 695.26)