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What happens when a Florida LLC is administratively dissolved, and how it reinstates

A Florida LLC that misses its annual report by the third Friday in September is dissolved on the fourth Friday in September. The Division of Corporations lists LLC reinstatement at $100.00 plus $138.75 for each report year, filed on Sunbiz, and under Fla. Stat. 605.0715 reinstatement is retroactive to the dissolution date.

Last checked against the official sources listed on this page.

Published by Vermilion Vitez LLC, which sells LLC formation and resells registered-agent service fulfilled by Registered Agents Inc.

Why Florida dissolves an LLC

Fla. Stat. 605.0714 says the Department of State may dissolve a limited liability company administratively on several grounds. They include failing to deliver an annual report by 5:00 p.m. Eastern Time on the third Friday in September, failing to pay a required fee or penalty, failing to appoint and maintain a registered agent, and failing to file a required change statement within 30 days after a change in the agent's name or address.

The Division of Corporations says the same thing in plain terms on its annual report page: annual reports are due by the third Friday in September to avoid administrative dissolution, and an entity that has not filed by then is dissolved or revoked at close of business on the fourth Friday in September. That is separate from the May 1 date, after which the late fee applies.

How the timing differs by ground

For a missed annual report, section 605.0714 says dissolution takes effect on the fourth Friday in September and the department issues a notice. For the other grounds, the statute has the department serve notice of its intent to dissolve. If the company does not correct the problem, or show that the ground does not exist, within 60 days of that notice, the department dissolves the company and issues a notice of administrative dissolution.

What dissolved status means

Section 605.0714 says an administratively dissolved company continues in existence, but it may carry on only the activities needed to wind up its affairs, liquidate and distribute its assets, and notify claimants under sections 605.0711 and 605.0712.

The same section says administrative dissolution does not terminate the authority of the registered agent to accept service of process. A lawsuit can still be served on the agent of record while the company is dissolved.

The reinstatement application on Sunbiz

The Division of Corporations says that any corporation, limited liability company, limited partnership or limited liability limited partnership that was administratively dissolved or revoked can file an electronic reinstatement application. On its File Reinstatement page, the line for a limited liability company reads $100.00 plus $138.75 for each report year.

The fee schedule matches. It lists the reinstatement fee at $100.00 with the note "+ each year annual report fee," and the LLC annual report at $138.75. The annual report page puts it the same way: reinstatement requires a reinstatement application and payment of the reinstatement fee plus all annual report fees due.

Posting time depends on how long the entity has been dissolved. The Division says an entity dissolved or revoked for less than one calendar year posts immediately when paid by credit card or a Prepaid Sunbiz E-File Account, and an entity dissolved for more than one calendar year should allow 2 to 3 business days.

The $400 late fee

The annual report page states a $400 late fee for profit corporations, LLCs, limited partnerships and LLLPs, and says nonprofit corporations are exempt. The fee schedule shows the LLC annual report received after May 1 at $538.75, against $138.75 for one filed on time. The pages quoted here describe the late fee for the annual report itself. They do not spell out how it is counted for each past year in a reinstatement, and the Sunbiz application shows the total at filing.

The statute behind the application

Section 605.0715 says a dissolved company may apply for reinstatement at any time after the dissolution takes effect, and must pay all fees and penalties owed at the rates in effect when it applies. The application is signed by both the registered agent and an authorized representative of the company. It states the company name, addresses, organization date, federal employer identification number (or that one has been applied for), and the name and address of at least one person with management authority.

The statute also allows an alternative: the company may file a current annual report with the same information, signed the same way, along with the required fees and penalties. If the department finds the information correct and the fees paid, section 605.0715 says it must reinstate the company.

Name availability on reinstatement

The Division says Florida law requires its office to check the entity's name for availability, and that check can affect posting time. Section 605.0715 says the dissolved company's name is not available to other businesses for one year after dissolution unless the company authorizes its immediate use. If another business has lawfully taken the name in Florida in the meantime, the company must amend its articles of organization to change its name before the reinstatement is accepted.

The effect of reinstatement

Under section 605.0715, reinstatement relates back to the effective date of the dissolution. The company may resume its activities as if the dissolution had never happened. The statute preserves the rights of anyone who acted in reliance on the dissolution before learning of the reinstatement.

Keeping the registered agent current

Failure to maintain a registered agent and failure to file a change statement within 30 days are both grounds for dissolution under section 605.0714, and the agent signs the reinstatement application under section 605.0715. The annual report is also where many companies confirm the agent of record; the main site's Florida annual report page covers that filing and the May 1 deadline. Vermilion Vitez resells registered-agent service fulfilled by Registered Agents Inc.

On vermilionvitez.com: Florida LLC annual report: the May 1 deadline and the fee

Official sources

FAQ

When is a Florida LLC administratively dissolved for a missed annual report?

The Division of Corporations says annual reports are due by the third Friday in September to avoid administrative dissolution, and entities that have not filed are dissolved or revoked at close of business on the fourth Friday in September. Fla. Stat. 605.0714 says the same.

What does it cost to reinstate a Florida LLC?

The Division of Corporations lists the LLC reinstatement fee at $100.00 plus $138.75 for each report year. The fee schedule gives the reinstatement fee as $100.00 plus each year's annual report fee.

Can a dissolved Florida LLC still operate?

Fla. Stat. 605.0714 says a dissolved company continues in existence but may only wind up its affairs, liquidate and distribute its assets, and notify claimants. Reinstatement under section 605.0715 is retroactive to the dissolution date.

Can someone else take the name of a dissolved Florida LLC?

Section 605.0715 says the name is unavailable to other businesses for one year after dissolution unless the company authorizes its use. If another business has lawfully taken the name in Florida, the company must amend its articles to change its name before reinstatement is accepted.

Can a dissolved LLC still be served with a lawsuit?

Yes. Fla. Stat. 605.0714 says administrative dissolution does not terminate the registered agent's authority to accept service of process.

This page is general information about how a filing works, taken from the official sources listed above. It is not legal, tax, or financial advice, and it does not recommend any business structure. Confirm current forms, fees, and deadlines on the official source before you file.