How to keep your Florida LLC active: Sunbiz annual reports, May 1 and reinstatement
A Florida LLC stays active by filing an annual report on Sunbiz between January 1 and May 1 each year; the fee is $138.75, and a $400 late fee is added after May 1. An LLC that still has not filed by the third Friday in September is administratively dissolved on the fourth Friday, and bringing it back takes a reinstatement filing that costs $100 plus $138.75 for each year of reports owed.
- Written by
- Jeff Drew
- Published
- Last updated
- Reading time
- 9 min
General information, not legal or tax advice. For a specific situation, talk to a Florida-licensed attorney or a tax professional.
When is a Florida LLC's annual report due?
Say you formed an LLC in March 2025 to run a repair and pressure-washing business. Under section 605.0212 of the Florida Statutes, your first annual report was due between January 1 and May 1, 2026, the year after your articles of organization took effect, and another is due in that same window every year after.
The report is short. The statute asks for the company's name, the street address of its principal office and its mailing address, the date it was organized, its federal employer identification number (or whether one has been applied for), and the name, title and address of at least one person with authority to manage the company, all current as of the day you file. The Division of Corporations describes the report as a form that "updates or confirms" the state's records. It is not a financial statement, it is how a company maintains its "active status," and it is required "whether or not you need to make changes."
The window opens January 1. Nothing stops you from filing that week.
How much does the Florida LLC annual report cost?
For an LLC, $138.75, according to Sunbiz. That figure is two charges added together: the $50 annual report fee in section 605.0213(5) and the $88.75 annual supplemental fee that section 607.193 imposes on every business entity required to file an annual report.
After May 1 the price jumps. Section 607.193(2)(b) adds a $400 late charge when the supplemental fee is paid after May 1, and the Division's fee schedule lists an LLC annual report received after May 1 at $538.75. The late fee applies to profit corporations, LLCs and limited partnerships; nonprofit corporations are exempt. In 2026 the cutoff was 11:59 p.m. Eastern on Friday, May 1. If you mail a check, section 605.0118(3) treats it as received on its postmark date, provided the envelope reaches the Department.
A report filed in June costs $400 more. It does not cost you the company.
What can you change on the annual report?
The annual report is also where you correct your record. According to Sunbiz, it lets you:
- add, remove or change the names and addresses of managers and authorized members;
- change the registered agent and the registered office address;
- change the principal office address and the mailing address;
- add or change the federal employer identification number.
It cannot change the company's name, which takes an amendment form mailed to the Division. If something changes after this year's report is filed, an amended annual report for an LLC costs $50.
The filing instructions add two rules about the registered agent. The agent needs a physical street address in Florida, not a P.O. box, and a business cannot serve as its own registered agent, although an individual associated with it can. A new agent must sign the report to accept the job, and under section 605.0212(5) an agent change made on the annual report counts as a formal statement of change.
One more thing before you type in your home address: Sunbiz notes that everything submitted on an annual report becomes part of the public record and is posted for public view on the Division's website.
What happens if the LLC never files?
The state waits, then acts on a fixed calendar. Under section 605.0714, the Department of State may administratively dissolve an LLC that does not deliver its annual report by 5:00 p.m. Eastern on the third Friday in September, and the dissolution itself happens on the fourth Friday.
In 2026 those Fridays fell on September 18 and September 25. Sunbiz listed its 2026 payment cutoffs as September 18 for checks and 5:00 p.m. on September 25 for credit cards. Under that schedule, an LLC that had not filed was dissolved at the close of business on September 25, ten days before this post was published.
Dissolution does not end the company's legal existence, but it comes close to ending its business. Section 605.0714(5) says a dissolved LLC "continues in existence but may only carry on activities necessary to wind up its activities and affairs, liquidate and distribute its assets, and notify claimants." Its registered agent can still accept service of a lawsuit. And section 605.0212(6) attaches a separate cost to not filing: the company "may not maintain or defend any action in a court of this state" until the report is filed and the fees and penalties are paid.
A missed report is not the only route to dissolution. The same section lets the Department dissolve an LLC that does not pay a fee it owes, does not keep a registered agent, or does not report a change in the agent's name or address within 30 days, after a notice and 60 days to fix the problem.
"Wind up" is a narrow phrase for a company with a full work calendar.
How do you reinstate a dissolved Florida LLC?
Under section 605.0715, an administratively dissolved LLC may apply for reinstatement at any time after the dissolution takes effect. The company pays every fee and penalty it owes, at the rates in effect when it applies, and files either a reinstatement application or a current annual report, signed in either case by both the registered agent and an authorized representative. The Division takes the filing online through its reinstatement page.
The price, by Sunbiz's fee table, is $100 plus $138.75 for each report year due. The $100 is the reinstatement fee in section 605.0213(6). The $400 late charge drops out: section 607.193(2)(b) excludes an entity that was dissolved for failing to file and then applied for reinstatement and paid the reinstatement fee. For an LLC dissolved in September 2026 for missing only its 2026 report and reinstated before the year is out, the total comes to $238.75.
Ironically, that is less than the $538.75 a company pays for filing in June. The difference buys a stretch of weeks in which the company could legally do little more than wind up, and could not bring a lawsuit to collect an unpaid invoice.
Timing depends on how long the company has been dissolved. Sunbiz says online reinstatements for entities dissolved less than one calendar year post immediately when paid by credit card or a prepaid Sunbiz account. Past one calendar year, allow two to three business days, because Florida law requires the office to check that the name is still available.
That name check is the other reason not to wait. Section 605.0715(5) holds a dissolved LLC's name for one year after dissolution, and if another business has lawfully taken the name by the time you apply, subsection (6) requires you to amend your articles and change the name before the state will reinstate you.
When reinstatement goes through, the statute is generous. It "relates back to and takes effect as of the effective date of the administrative dissolution," and the company may resume its activities as if the dissolution had not occurred, though rights others gained by relying on the dissolution before they knew of the reinstatement are preserved.
How do you spot a fake annual report notice?
Florida LLC owners also get mail that looks official and is not. The Division keeps a page of consumer notices, and three of them speak to it directly.
- "Annual Minutes" or "Annual Corporate Record Forms" notices, which solicit a fee of $125, are not from the Department of State or any other state or federal agency, and the forms are not required by any government agency.
- Notices claiming you must buy a certificate of status are not from the Division either. A properly formed business does not need one to be considered valid.
- Websites and mailers that offer filings at prices above the statutory fees deserve a careful read; the Division advises checking for statements that the sender is not a government agency before following any instructions.
The simplest test is the price and the place. The state's LLC annual report costs $138.75 through May 1, and you can file it yourself on Sunbiz, at dos.fl.gov/sunbiz. A notice asking for more is, at best, a private service charging for something you can file on your own.
Why does an active LLC matter for a trade business?
Because anyone can check. The Division's records search, open to the public, looks up corporations and LLCs by name, by officer or registered agent, by FEI/EIN number, by document number, and by ZIP code or street address. A property manager vetting a new vendor can run that search in less time than it takes to read your quote.
The stakes go past appearances. A company that has not filed its report cannot bring a lawsuit in a Florida court until it does, which matters the day a customer stops paying. Licensing has its own rules, covered in our guide to what Florida lets you do without a contractor license, and our guide to getting property management maintenance work in Central Florida picks up from there.
If you are applying to work through 1Stop, the W-9 and certificate of insurance it asks for both name your business, so it is worth confirming on Sunbiz that the business they name is active. The vendor page lays out the rest of what 1Stop asks for, and contractors around Orlando will find the county business tax offices on the Orlando-area page.
Frequently asked questions
When is the Florida LLC annual report due?
Between January 1 and May 1 every year, starting the year after the LLC's articles of organization take effect, under section 605.0212 of the Florida Statutes. Filing after May 1 adds a $400 late fee. An LLC that has not filed by 5:00 p.m. Eastern on the third Friday in September is administratively dissolved on the fourth Friday.
How much is the Florida LLC annual report fee?
The fee is $138.75: a $50 annual report fee under section 605.0213 plus an $88.75 supplemental fee under section 607.193. Filed after May 1, the total becomes $538.75 because of the $400 late charge. Correcting a report already filed that year with an amended annual report costs $50.
How much does it cost to reinstate a dissolved Florida LLC?
Sunbiz lists LLC reinstatement at $100 plus $138.75 for each report year due. Section 607.193 excludes the $400 late charge when an entity dissolved for not filing applies for reinstatement and pays the reinstatement fee. Online reinstatements for entities dissolved less than one calendar year post immediately when paid by credit card.
Are "Annual Minutes" notices from the State of Florida?
No. The Florida Division of Corporations warns that "Annual Minutes" and "Annual Corporate Record Forms" notices, which solicit a $125 fee, are not from the Department of State or any other state or federal agency, and that neither form is required. The filing the state requires is the annual report, made on Sunbiz.
Can a dissolved Florida LLC keep doing business?
Under section 605.0714(5), an administratively dissolved LLC continues to exist but may only carry on activities needed to wind up its affairs, liquidate and distribute its assets, and notify claimants. Once reinstated under section 605.0715, the reinstatement relates back to the dissolution date and the company may resume its activities as if it had not been dissolved.
Sources
- 1Section 605.0212, Annual report for department (2026 Florida Statutes). Florida Legislature.
- 2File Annual Report. Florida Department of State, Division of Corporations.
- 3Section 605.0213, Fees of the department (2026 Florida Statutes). Florida Legislature.
- 4Section 607.193, Supplemental corporate fee (2026 Florida Statutes). Florida Legislature.
- 5Fees. Florida Department of State, Division of Corporations.
- 6Section 605.0118, Delivery of record (2026 Florida Statutes). Florida Legislature.
- 7Annual Report Instructions. Florida Department of State, Division of Corporations.
- 8Section 605.0714, Administrative dissolution (2026 Florida Statutes). Florida Legislature.
- 9Section 605.0715, Reinstatement (2026 Florida Statutes). Florida Legislature.
- 10File Reinstatement. Florida Department of State, Division of Corporations.
- 11Consumer Notices. Florida Department of State, Division of Corporations.
- 12Beware "Annual Minutes" or "Annual Corporate Record Forms" Notices. Florida Department of State, Division of Corporations.
- 13Beware of Suspicious Notices. Florida Department of State, Division of Corporations.
- 14Beware Unofficial Websites or Communications by Mail. Florida Department of State, Division of Corporations.
- 15Search Records. Florida Department of State, Division of Corporations.
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